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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-01-007863.txt : 20010322
<SEC-HEADER>0000912057-01-007863.hdr.sgml : 20010322
ACCESSION NUMBER:		0000912057-01-007863
CONFORMED SUBMISSION TYPE:	6-K/A
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20010309
FILED AS OF DATE:		20010321

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS, NEC [3679]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K/A
		SEC ACT:		
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1573963

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO M3C 1V7
		STATE:			A6
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K/A
<SEQUENCE>1
<FILENAME>a2042214z6-ka.txt
<DESCRIPTION>FORM 6-K
<TEXT>

<PAGE>

==============================================================================

                                   FORM 6-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        REPORT OF FOREIGN PRIVATE ISSUER

                      PURSUANT TO RULE 13a-16 OR 15d-16 OF

                       THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of March 2001


                 -----------------------------------------------

                                 CELESTICA INC.
                 (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                 -----------------------------------------------



                               12 CONCORDE PLACE
                                TORONTO, ONTARIO
                                 CANADA, M3C 3R8
                                 (416) 448-5800
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

         Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.


               Form 20-F   X                   Form 40-F
                        -------                          -------

         Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.


                    Yes                           No    X
                       -------                       -------

         If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-



==============================================================================
<PAGE>




                                 CELESTICA INC.
                                   FORM 6-K/A
                               MONTH OF MARCH 2001


         Filed with this Form 6-K/A are the following:

                  -        Notice of Annual and Special Meeting of Shareholders,
                           the text of which is attached hereto as Exhibit 99.1
                           and is incorporated herein by reference.

                  -        Multiple Voting Shares ("MVS") Proxy for use at the
                           Annual and Special Meeting of Shareholders, the text
                           of which is attached hereto as Exhibit 99.2 and is
                           incorporated herein by reference.

                  -        Subordinate Voting Shares ("SVS") Proxy for use at
                           the Annual and Special Meeting of Shareholders, the
                           text of which is attached hereto as Exhibit 99.3 and
                           is incorporated herein by reference.

                  -        Celestica's Annual Report for fiscal year 2000


         EXHIBIT

         99.1   - Notice of Annual and Special Meeting of Shareholders, dated
                  March 9, 2001

         99.2   - MVS Proxy

         99.3   - SVS Proxy

         99.4   - Annual Report



                                        1

<PAGE>



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.






                                         CELESTICA INC.




Date: March 21, 2001             BY: /s/ E. DelBianco
                                     --------------------------------
                                     Name: Elizabeth DelBianco
                                     Title:    Vice President & General Counsel




                                        2
<PAGE>



                                  EXHIBIT INDEX


      EXHIBIT           DESCRIPTION                         SEQUENTIAL PAGE NO.
      -------           -----------                         -------------------

        99.1            Notice of Annual and                         5
                        Special Meeting of
                        Shareholders


         99.2           MVS Proxy                                    52

         99.3           SVS Proxy                                    56

         99.4           Annual Report                                61



                                        3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2042214zex-99_1.txt
<DESCRIPTION>NOTICE
<TEXT>

<PAGE>
                                [CELESTICA LOGO]

                            ------------------------

                          NOTICE OF ANNUAL AND SPECIAL
                            MEETING OF SHAREHOLDERS

                             ---------------------

    NOTICE IS HEREBY GIVEN that the annual and special meeting (the "Meeting")
of shareholders of CELESTICA INC. (the "Corporation") will be held in the
Imperial Room of the Fairmont Royal York Hotel, 100 Front Street West, Toronto,
Ontario, on Wednesday, the 18th day of April, 2001, at 10:00 a.m.
(Toronto time) for the following purposes:

1.  to receive and consider the financial statements of the Corporation for its
    financial year ended December 31, 2000, together with the report of the
    auditors thereon;

2.  to elect directors for the ensuing year;

3.  to appoint auditors for the ensuing year and authorize the directors to fix
    the auditors' remuneration;

4.  to consider and, if thought advisable, to pass an ordinary resolution to
    confirm (i) the enactment of a by-law repealing the by-law of the
    Corporation relating to the quorum for a Shareholders' meeting and repealing
    the by-law of the Corporation relating generally to the conduct of the
    affairs of the Corporation, and (ii) the enactment of a by-law relating to
    the conduct of the affairs of the Corporation (the "By-Law Enactment
    Resolution");

5.  to consider and, if thought advisable, to pass an ordinary resolution
    authorizing the amendment to the Long-Term Incentive Plan of the Corporation
    to increase the number of subordinate voting shares of the Corporation
    reserved for issuance thereunder (the "LTIP Amendment Resolution"); and

6.  to transact such other business as may properly be brought before the
    Meeting and any adjournment or postponement thereof.

    The text of the By-Law Enactment Resolution is set forth in Schedule A to
the accompanying Management Information Circular and is incorporated by
reference in this notice.

    The text of the LTIP Amendment Resolution is set forth in Schedule B to the
accompanying Management Information Circular and is incorporated by reference in
this notice.

    Shareholders are requested to complete, sign, date and return the
accompanying form of proxy for use at the Meeting or any adjournment or
postponement thereof, in the envelope provided for that purpose, whether or not
they are able to attend personally.

    Only shareholders of record at the close of business on March 14, 2001 will
be entitled to vote at the Meeting, except to the extent that a shareholder of
record has transferred any shares after that date and the transferee of such
shares establishes proper ownership and requests not later than 10 days before
the Meeting that the transferee's name be included in the list of shareholders
entitled to vote at the Meeting.

    DATED at Toronto, Ontario this 9th day of March, 2001.

                                          By Order of the Board of Directors

                                          [ELIZABETH L. DELBIANCO]

                                          Elizabeth L. DelBianco
                                          Vice-President, General Counsel
                                          and Secretary
<PAGE>
                                     [LOGO]

                                 Celestica Inc.
                          12 Concorde Place, 7th Floor
                        Toronto, Ontario, Canada M3C 3R8

                        MANAGEMENT INFORMATION CIRCULAR
                              AND PROXY STATEMENT

    IN THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT, ALL DOLLAR
AMOUNTS ARE EXPRESSED IN UNITED STATES DOLLARS, EXCEPT WHERE STATED OTHERWISE.
UNLESS STATED OTHERWISE, ALL REFERENCES TO "U.S.$" OR "$" ARE TO U.S. DOLLARS,
ALL REFERENCES TO "C$" ARE TO CANADIAN DOLLARS AND ALL REFERENCES TO "L" ARE TO
BRITISH POUNDS STERLING. UNLESS OTHERWISE INDICATED, ANY REFERENCE IN THIS
MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT TO A CONVERSION BETWEEN
U.S.$ AND C$ OR BETWEEN U.S.$ AND L IS GIVEN AS OF MARCH 1, 2001. AT THAT DATE,
THE NOON BUYING RATE IN NEW YORK CITY FOR CABLE TRANSFERS IN CANADIAN DOLLARS
WAS U.S.$1.00 = C$1.5465 AND IN POUNDS STERLING WAS U.S.$=L0.6871, AS CERTIFIED
FOR CUSTOMS PURPOSES BY THE FEDERAL RESERVE BANK OF NEW YORK.

                            MANAGEMENT SOLICITATION

    THIS MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT (THE "CIRCULAR") IS
FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY OR ON BEHALF OF
MANAGEMENT OF CELESTICA INC. (THE "CORPORATION" OR "CELESTICA") FOR USE AT THE
ANNUAL AND SPECIAL MEETING (THE "MEETING") OF SHAREHOLDERS OF THE CORPORATION TO
BE HELD AT 10:00 A.M. (TORONTO TIME) ON APRIL 18, 2001 IN THE IMPERIAL ROOM OF
THE FAIRMONT ROYAL YORK HOTEL, 100 FRONT STREET WEST, TORONTO, ONTARIO, OR ANY
POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF, FOR THE PURPOSES SET FORTH IN THE
ACCOMPANYING NOTICE OF MEETING. EXCEPT AS OTHERWISE STATED, THE INFORMATION
CONTAINED HEREIN IS GIVEN AS OF MARCH 1, 2001. IN DECEMBER 1999, CELESTICA
COMPLETED A TWO-FOR-ONE SPLIT OF ITS SUBORDINATE AND MULTIPLE VOTING SHARES BY
WAY OF A STOCK DIVIDEND. ALL HISTORICAL INFORMATION HAS BEEN RESTATED TO REFLECT
THE EFFECT OF THE TWO-FOR-ONE SPLIT ON A RETROACTIVE BASIS, EXCEPT WHERE
SPECIFICALLY STATED OTHERWISE.

    The solicitation will be primarily by mail, but proxies may also be
solicited personally by regular employees of the Corporation for which no
additional compensation will be paid. In addition, the Corporation has retained
Montreal Trust Company of Canada as Agent for Computershare Trust Company of
Canada ("Computershare"), the Corporation's registrar and transfer agent, to
assist in the solicitation of proxies in Canada and the United States, at
nominal cost to the Corporation. The cost of preparing, assembling and mailing
this Circular, the notice of meeting, the form of proxy and any other material
relating to the Meeting has been or will be borne by the Corporation. The
Corporation will reimburse brokers and other entities for costs incurred by them
in mailing soliciting materials to the beneficial owners of shares of the
Corporation in accordance with the rules of The New York Stock Exchange. It is
anticipated that copies of this Circular and accompanying proxy will be
distributed to shareholders on or about March 21, 2001.

                                    PROXIES

VOTING OF PROXIES

    THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY ARE OFFICERS OF THE
CORPORATION AND WILL REPRESENT MANAGEMENT OF THE CORPORATION AT THE MEETING. A
SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR COMPANY (WHO NEED NOT BE A
SHAREHOLDER), OTHER THAN THE PERSONS DESIGNATED IN THE ACCOMPANYING FORM OF
PROXY, TO REPRESENT THE SHAREHOLDER AT THE MEETING. SUCH RIGHT MAY BE EXERCISED
BY INSERTING THE NAME OF SUCH PERSON OR COMPANY IN THE BLANK SPACE PROVIDED IN
SUCH FORM OF PROXY.

    The accompanying form of proxy confers discretionary authority upon the
proxy nominees in respect of amendments or variations to matters identified in
the notice of meeting or other matters that may properly come before the Meeting
or any adjournment(s) or postponement(s) thereof.
<PAGE>
    As of the date of this Circular, management of the Corporation was not aware
of any such amendments or other matters to come before the Meeting. However, if
any amendments, variations or other matters which are not now known to
management should properly come before the Meeting or any adjournment(s) or
postponement(s) thereof, the shares represented by proxies in favour of the
management nominees will be voted on such matters in accordance with the best
judgment of the proxy nominees.

    The shares represented by proxies which are hereby solicited will be voted
for or against, or withheld from voting, as the case may be, in accordance with
the instructions of the shareholder on any ballot that may be called for, and,
if the shareholder specifies a choice with respect to any matter to be acted
upon, the shares shall be voted accordingly.

    IN RESPECT OF PROXIES IN WHICH A SHAREHOLDER HAS NOT SPECIFIED THAT THE
PROXY NOMINEES ARE REQUIRED TO VOTE OR WITHHOLD FROM VOTING FOR THE ELECTION OF
DIRECTORS OR THE APPOINTMENT OF AUDITORS OF THE CORPORATION AND AUTHORIZATION OF
THE BOARD OF DIRECTORS TO FIX THE REMUNERATION OF THE AUDITORS OF THE
CORPORATION, THE SHARES REPRESENTED BY SUCH PROXIES IN FAVOUR OF MANAGEMENT
NOMINEES WILL BE VOTED IN FAVOUR OF SUCH MATTERS.

    IN RESPECT OF PROXIES IN WHICH A SHAREHOLDER HAS NOT SPECIFIED THAT THE
PROXY NOMINEES ARE REQUIRED TO VOTE FOR OR AGAINST THE RESOLUTION CONFIRMING THE
ENACTMENT OF BY-LAW 1 OF THE CORPORATION AND BY-LAW A OF THE CORPORATION (SEE
"BY-LAW ENACTMENT RESOLUTION" BELOW) OR THE RESOLUTION AUTHORIZING THE AMENDMENT
TO THE LONG-TERM INCENTIVE PLAN OF THE CORPORATION TO INCREASE THE MAXIMUM
NUMBER OF SUBORDINATE VOTING SHARES OF THE CORPORATION WHICH MAY BE ISSUED
THEREUNDER (SEE "LTIP AMENDMENT RESOLUTION" BELOW), THE SHARES REPRESENTED BY
SUCH PROXIES IN FAVOUR OF MANAGEMENT NOMINEES WILL BE VOTED IN FAVOUR OF SUCH
RESOLUTIONS.

DEPOSIT OF PROXIES

    To be effective, proxies must be deposited with Computershare, the registrar
and transfer agent of the Corporation, at 100 University Avenue, 11th Floor,
Toronto, Ontario, Canada, M5J 2Y1 not later than 5:00 p.m. (Toronto time) on
April 17, 2001 or at least 24 hours, excluding Saturdays and holidays, prior to
any adjournment or postponement of the Meeting at which the proxy is to be used,
or deposited with the Chairman of the Meeting prior to the commencement of the
Meeting or any adjournment or postponement thereof at which the proxy is to be
used.

REVOCATION OF PROXIES

    Proxies given by shareholders for use at the Meeting may be revoked at any
time prior to their use. In addition to revocation in any other manner permitted
by law, a shareholder who has given a proxy may revoke the proxy by filing an
instrument in writing executed by the shareholder or by the shareholder's
attorney authorized in writing, or if the shareholder is a corporation, by a
duly authorized officer or attorney of such corporation, and deposited at the
office of Computershare shown above at any time up to and including the last
business day preceding the day of the Meeting, or any postponement or
adjournment thereof, at which the proxy is to be used, or with the Chairman of
the Meeting on the day of the Meeting or any adjournment or postponement
thereof, prior to being voted at the Meeting or any adjournment or postponement
thereof. The execution of a proxy will not affect a shareholder's right to
attend the Meeting and vote in person.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

    The authorized capital of the Corporation consists of an unlimited number of
preference shares ("Preference Shares"), issuable in series, an unlimited number
of subordinate voting shares ("Subordinate Voting Shares") and an unlimited
number of multiple voting shares ("Multiple Voting Shares"), of which no
Preference Shares, 164,709,070 Subordinate Voting Shares and 39,065,950 Multiple
Voting Shares were issued and outstanding as at March 1, 2001.

    The holders of Subordinate Voting Shares and Multiple Voting Shares are
entitled to vote on all matters brought before a meeting of the shareholders
together as a single class, except in respect of matters where only the holders
of shares of one class or a series of shares are entitled to vote separately
pursuant to applicable law. The Subordinate Voting Shares carry one vote per
share and the Multiple Voting Shares carry 25 votes per share. Generally, all
matters to be voted on by shareholders must be approved by a simple majority of
the votes cast in respect of Multiple Voting Shares and Subordinate Voting
Shares held by persons present in person or by proxy, voting together as a
single class. The presence, in person or by proxy, of at least two shareholders

                                       2
<PAGE>
representing not less than 35% of the total number of issued voting shares is
necessary for a quorum at the Meeting.

    Only shareholders of record at the close of business on March 14, 2001 will
be entitled to vote at the Meeting or any adjournment(s) or postponement(s)
thereof, except to the extent that a person has transferred any shares after
that date and the transferee of such shares establishes proper ownership and
requests not later than 10 days before the Meeting or any adjournment or
postponement thereof that the transferee's name be included in the list of
shareholders entitled to vote at the Meeting.

    As of March 1, 2001 the only persons or corporations who, to the knowledge
of the Corporation, its directors or officers, own beneficially, directly or
indirectly, or exercise control or direction over, in excess of 10% of any class
of the voting securities of the Corporation are as follows:

<TABLE>
<CAPTION>
                                                                                          PERCENTAGE
                                                                            PERCENTAGE      OF ALL       PERCENTAGE OF
NAME OF BENEFICIAL OWNER(1)   TYPE OF OWNERSHIP       NUMBER OF SHARES       OF CLASS    EQUITY SHARES   VOTING POWER
- ---------------------------  -------------------   ----------------------   ----------   -------------   -------------
<S>                          <C>                   <C>                      <C>          <C>             <C>
Onex Corporation(2)......    Direct and Indirect    39,065,950 Multiple         100%         19.2%           85.5%
                                                       Voting Shares            3.2%          2.3%                *
                                                   5,256,325 Subordinate
                                                       Voting Shares

Gerald W. Schwartz(3)....    Direct and Indirect    39,065,950 Multiple         100%         19.2%           85.5%
Toronto, Ontario                                       Voting Shares            3.4%          2.7%                *
                                                   5,556,317 Subordinate
                                                       Voting Shares

AIM Management
  Group Inc.............     Direct and Indirect   21,640,824 Subordinate      13.1%         10.6%            1.9%
                                                       Voting Shares
</TABLE>

- -------------

  * Less than 1%

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

(2) Includes 11,635,958 Multiple Voting Shares held by wholly-owned subsidiaries
    of Onex Corporation ("Onex"), 2,731,966 Subordinate Voting Shares held by
    Royal Trust Corporation, in trust for Celestica Employee Nominee
    Corporation, as agent for and on behalf of certain executives and employees
    of Celestica pursuant to certain of Celestica's employee share purchase and
    option plans, 45,367 Subordinate Voting Shares representing an undivided
    interest of approximately 10.2% in 444,700 Subordinate Voting Shares and
    736,790 Subordinate Voting Shares directly or indirectly held by certain
    officers of Onex Corporation which Onex Corporation 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 1,769,077 Subordinate Voting Shares may be
    delivered, at the option of Onex or certain persons related to Onex, to
    satisfy the obligations of such persons under equity forward agreements. If
    a debenture is exercised or an equity forward agreement is settled and the
    issuer 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.

(3) Includes 299,992 Subordinate Voting Shares owned by a company controlled by
    Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex
    Corporation, or in respect of which Onex Corporation 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 Corporation. Mr. Schwartz is a director of Celestica and the
    Chairman of the Board, President and Chief Executive Officer of Onex
    Corporation, and controls Onex Corporation through his ownership of shares
    with a majority of the voting rights attaching to all shares of Onex
    Corporation. Accordingly, Mr. Schwartz may be deemed to be the beneficial
    owner of the Celestica shares owned by Onex Corporation.

TRUST AGREEMENT

    Onex Corporation, which, directly or indirectly, owns all of the outstanding
Multiple Voting Shares, has entered into an agreement with Computershare, as
trustee for the benefit of the holders of the Subordinate Voting Shares, which
has the effect of preventing transactions that otherwise would deprive the
holders of

                                       3
<PAGE>
Subordinate Voting Shares of rights under applicable provincial take-over bid
legislation to which they would be entitled in the event of a take-over bid for
the Multiple Voting Shares if the Multiple Voting Shares were Subordinate Voting
Shares.

                   MATTERS FOR CONSIDERATION OF SHAREHOLDERS

ELECTION OF DIRECTORS

    It is proposed to nominate the 10 persons listed below for election as
directors of the Corporation to hold office until the next annual meeting of
shareholders or until their successors are elected or appointed. All such
proposed nominees are now directors of the Corporation and have been since the
dates indicated. The Articles of the Corporation provide for a minimum of three
and a maximum of 20 directors. At its meeting on September 28, 1998, the board
of directors of the Corporation (the "Board of Directors") set the number of
directors of the Corporation at 10.

    Unless authority to do so is withheld, proxies given pursuant to this
solicitation by the management of the Corporation will be voted for the election
as directors of the proposed nominees listed below. Management of the
Corporation does not contemplate that any of the nominees will be unable, or for
any reason unwilling, to serve as a director, but if that should occur for any
reason prior to their election, the proxy nominees may, in their discretion,
nominate and vote for another nominee.

    A brief statement of the business experience, age and principal occupation
during the past five years for each person nominated for election as a director
of the Corporation is set forth below. There are no contracts, arrangements or
understandings between any director or executive officer or any other person
pursuant to which any of the nominees has been nominated.

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF                                                                 BENEFICIALLY OWNED DIRECTLY
RESIDENCE (AGE)                 BECAME A DIRECTOR   OCCUPATION FOR THE PAST FIVE YEARS        OR INDIRECTLY(1)
- ------------------------        -----------------   ----------------------------------   ---------------------------
<S>                             <C>                 <C>                                  <C>
Eugene V. Polistuk(2) (54)      October 1996        Chairman of the Board of Celestica     389,371 Subordinate
AURORA, ONTARIO                                     since February 2001 and Chief             Voting Shares
                                                    Executive Officer and Director of
                                                    Celestica

Anthony P. Puppi (43)           October 1996        Executive Vice-President and Chief     168,052 Subordinate
WOODBRIDGE, ONTARIO                                 Financial Officer and Director of         Voting Shares
                                                    Celestica

Robert L. Crandall(2) (65)      July 1998           Corporate Director; prior to            50,000 Subordinate
DALLAS, TEXAS                                       May 1998, Chairman of the Board,          Voting Shares
                                                    President and Chief Executive
                                                    Officer of AMR Corporation and
                                                    Chairman of the Board and Chief
                                                    Executive Officer of American
                                                    Airlines Inc.

Mark L. Hilson (43)             October 1996        Vice-President of Onex                 438,792 Subordinate
TORONTO, ONTARIO                                                                             Voting Shares(3)

Richard S. Love(4) (63)         July 1998           Corporate Director; prior to 1998,      46,000 Subordinate
LOS ALTOS HILLS, CALIFORNIA                         Vice-President of Hewlett-Packard         Voting Shares
                                                    Company

Roger L. Martin(4) (44)         July 1998           Corporate Director; Dean of the         40,000 Subordinate
TORONTO, ONTARIO                                    Joseph L. Rotman School of                Voting Shares
                                                    Management of the University of
                                                    Toronto

Anthony R.                      October 1996        Vice-President of Onex                 514,884 Subordinate
  Melman(2)(4)(5) (53)                                                                       Voting Shares(6)
TORONTO, ONTARIO
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
NAME AND MUNICIPALITY OF                                                                 BENEFICIALLY OWNED DIRECTLY
RESIDENCE (AGE)                 BECAME A DIRECTOR   OCCUPATION FOR THE PAST FIVE YEARS        OR INDIRECTLY(1)
- ------------------------        -----------------   ----------------------------------   ---------------------------
<S>                             <C>                 <C>                                  <C>
Gerald W. Schwartz (59)         July 1998           Chairman of the Board, President       39,065,950 Multiple
TORONTO, ONTARIO                                    and Chief Executive Officer of           Voting Shares(7)
                                                    Onex                                  5,556,317 Subordinate
                                                                                             Voting Shares(7)

Don Tapscott(5) (53)            September 1998      Chairman of Itemus Inc. and             40,000 Subordinate
TORONTO, ONTARIO                                    Digital 4Sight Corp.                      Voting Shares

John R. Walter(5) (54)          July 1998           Corporate Director; Chairman of         50,000 Subordinate
LAKE FOREST, ILLINOIS                               the Board of Manpower, Inc. and           Voting Shares
                                                    retired President and Chief
                                                    Operating Officer of AT&T Corp.
</TABLE>

- ------------

(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) Member of the Corporation's Executive Committee.

(3) Includes 20,000 Subordinate Voting Shares beneficially owned by
    Mr. Hilson's spouse (as to which Mr. Hilson disclaims beneficial ownership),
    26,000 Subordinate Voting Shares beneficially owned by a trust the
    beneficiaries of which are members of Mr. Hilson's family (as to which
    Mr. Hilson disclaims beneficial ownership) and 277,326 Subordinate Voting
    Shares owned by Onex which are subject to options granted to Mr. Hilson
    pursuant to certain management investment plans.

(4) Member of the Corporation's Audit Committee.

(5) Member of the Corporation's Compensation Committee.

(6) 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.

(7) Includes 299,992 Subordinate Voting Shares owned by a company controlled by
    Mr. Schwartz and all of the shares of Celestica beneficially owned by Onex
    or in respect of which Onex Corporation 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 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
    owned by Onex.

APPOINTMENT OF AUDITORS

    Management proposes to nominate KPMG LLP as the auditors of the Corporation
to hold office until the close of the next annual meeting of shareholders. The
Board of Directors negotiates with the auditors of the Corporation on an arm's
length basis in determining the fees to be paid to the auditors. Such fees have
been based upon the complexity of the matters dealt with and the time expended
by the auditors in providing services to the Corporation. Management believes
that the fees negotiated in the past with the auditors of the Corporation have
been reasonable and would be comparable to fees charged by other auditors
providing similar services.

    It is intended that, on any ballot that may be called for relating to the
appointment of auditors, the shares represented by proxies in favour of
management nominees will be voted in favour of the appointment of KPMG LLP as
auditors of the Corporation to hold office until the next annual meeting of
shareholders, and authorizing the directors to fix the remuneration to be paid
to the auditors, unless authority to do so is withheld. KPMG LLP have been
auditors of the Corporation since October 14, 1997. Prior to October 14, 1997,
the auditors of the Corporation were Price Waterhouse, Chartered Accountants
(one of the predecessors of PricewaterhouseCoopers LLP).

                                       5
<PAGE>
BY-LAW ENACTMENT RESOLUTION

    At the Meeting, shareholders will be asked to pass a resolution confirming
By-law A and By-law 1 (the "By-Law Enactment Resolution"). On January 31, 2001,
the Board of Directors enacted By-law A which repeals By-law No. 1 of the
Corporation, relating generally to the conduct of the affairs of Celestica, and
By-law No. 4 of the Corporation, relating to the quorum for shareholders'
meetings. In addition, the Board of Directors enacted a new By-law 1 of the
Corporation. By-law 1 incorporates the provisions of former By-law No. 4 and
updates former By-law No. 1 to update terminology and the description of company
officers to reflect current practice, and to reflect recent changes to the
BUSINESS CORPORATIONS ACT (Ontario), to provide for, among other things, the
holding of shareholders' meetings by electronic means and the electronic
signature of proxies that are appropriate for a widely-held public company of
Celestica's size.

    In order for the enactments to continue to be effective, the By-Law
Enactment Resolution must be passed by a majority of the votes cast at the
Meeting. The full text of the By-Law Enactment Resolution is set forth in
Schedule A attached hereto. The Board of Directors has determined that the
enactment of By-Law A of the Corporation and the enactment of By-Law 1 of the
Corporation are in the best interests of the Corporation and unanimously
recommends that shareholders vote in favour of the By-Law Enactment Resolution.

LTIP AMENDMENT RESOLUTION

    Prior to the completion of the Corporation's initial public offering in
July 1998, the Corporation established the Long-Term Incentive Plan (the
"LTIP"). Under the LTIP, the Board of Directors may in its discretion grant from
time to time stock options, performance shares, performance share units and
stock appreciation rights to directors, permanent employees and consultants of
the Corporation, its subsidiaries and other companies or partnerships in which
the Corporation has a significant investment. As at March 1, 2001, options to
purchase 9,980,774 Subordinate Voting Shares of the Corporation were outstanding
under the LTIP.

    At the Meeting, the shareholders of the Corporation will be asked to
consider and, if thought fit, pass a resolution (the "LTIP Amendment
Resolution") approving amending the LTIP to increase the number of Subordinate
Voting Shares of the Corporation that may be issued under the LTIP to
23 million from 15 million.

    The Corporation's compensation philosophy is predicated on the belief that
broadly-based employee participation in share ownership is critical to maintain
a common entrepreneurial culture and motivation throughout the Corporation's
operational units and across functional and geographic boundaries. The purpose
of the amendment is to ensure that a sufficient number of shares are issuable
under the LTIP to permit the Corporation to maintain its policy of awarding
options to maintain competitive total compensation levels in order to attract
and retain highly qualified professionals and to reward past and expected future
contributions of directors, officers and permanent employees of the Corporation
and its subsidiaries. The 23 million Subordinate Voting Shares of the
Corporation that may be issued under the amended LTIP represent approximately
11.3% of the aggregate of the outstanding Multiple Voting Shares and Subordinate
Voting Shares. This is consistent with the number of Subordinate Voting Shares
of the Corporation that have historically been made available for issuance under
the LTIP relative to the number of outstanding shares. Immediately after the
completion of the Corporation's initial public offering, 7.5 million Subordinate
Voting Shares of the Corporation were available for issuance under the LTIP,
representing approximately 11.7% of the aggregate of the then outstanding
Multiple Voting Shares and Subordinate Voting Shares. The amendment to the LTIP
has been approved by the Board of Directors.

    The policies of The Toronto Stock Exchange (the "TSE") require that the
amendment to the LTIP be approved by a majority of the votes cast at the
Meeting. The full text of the LTIP Amendment Resolution is set forth in
Schedule B attached hereto.

    The Board of Directors has determined that the amendment to the LTIP is in
the best interests of the Corporation and its shareholders and unanimously
recommends that shareholders vote in favour of the LTIP Amendment Resolution.

                                       6
<PAGE>
                    COMPENSATION OF NAMED EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

    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 (collectively, the "Named Executive Officers") for the
three most recently completed financial years of the Corporation:

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                LONG-TERM
                                                                           COMPENSATION AWARDS
                                                                         -----------------------
                                                                         SECURITIES
                                           ANNUAL COMPENSATION(1)          UNDER      RESTRICTED
                                       -------------------------------    OPTIONS       SHARE         ALL OTHER
NAME AND PRINCIPAL POSITION              YEAR      SALARY      BONUS     GRANTED(2)     UNITS      COMPENSATION(3)
- ---------------------------            --------   --------   ---------   ----------   ----------   ---------------
                                                  (U.S.$)     (U.S.$)       (#)        (U.S.$)         (U.S.$)
<S>                                    <C>        <C>        <C>         <C>          <C>          <C>
Eugene V. Polistuk...................    2000     550,000    1,300,000     100,000       --            199,145
  CHAIRMAN OF THE BOARD AND              1999     387,973      581,959     270,000(4)    --             88,326
  CHIEF EXECUTIVE OFFICER                1998     323,311      241,913      --          323,525         43,970

Anthony P. Puppi.....................    2000     370,000      524,000      35,000       --             48,614
  EXECUTIVE VICE-PRESIDENT, CHIEF        1999     258,649      232,784     140,000(4)    --             39,153
  FINANCIAL OFFICER AND GENERAL          1998     202,069      142,189      --          210,293         21,985
    MANAGER -- SERVICES

J. Marvin MaGee......................    2000     360,000      510,000      40,000       --             32,817
  PRESIDENT AND CHIEF OPERATING          1999     226,317      203,686     120,000(4)    --             18,723
    OFFICER
                                         1998     169,739      153,537      --           --             14,869

R. Thomas Tropea.....................    2000     350,000      495,000      35,000       --              5,100
  VICE-CHAIRMAN, GLOBAL CUSTOMER         1999     211,682      201,600      70,000       --             27,900
    UNITS
  AND WORLDWIDE MARKETING AND            1998     103,461       87,721     233,190       --              5,049
    BUSINESS DEVELOPMENT

Alastair Kelly.......................    2000     275,000      216,000      15,000       --             70,466
  EXECUTIVE VICE-PRESIDENT,              1999     218,295      109,148      60,000(4)    --             57,849
  CORPORATE DEVELOPMENT                  1998     203,743       97,389      --           --             51,300
</TABLE>

- ------------

(1) Excludes perquisites and other benefits because such compensation did not
    exceed 10% of the total annual salary and bonus for any of the Named
    Executive Officers.

(2) See table under "Options Granted During Year Ended December 31, 2000".

(3) Represents amounts set aside to provide benefits under Celestica's pension
    plans (see "Pension Plans").

(4) Includes options granted to Named Executive Officers in 1999 with respect to
    fiscal year 1998 as follows: Mr. Polistuk 130,000; Mr. Puppi 70,000;
    Mr. MaGee 50,000; and Mr. Kelly 30,000.

SHARE PURCHASE AND OPTION PLANS

    Celestica has issued Subordinate Voting Shares and has granted options to
acquire Subordinate Voting Shares for the benefit of certain of its employees
and executives pursuant to various employee share purchase and option plans in
effect prior to Celestica's initial public offering (the "ESPO Plans"). No
further options or Subordinate Voting Shares (other than pursuant to outstanding
options) may be issued under these ESPO Plans.

    Pursuant to the ESPO Plans, employees and executives of Celestica were
offered the opportunity to purchase Subordinate Voting Shares and, in connection
with such purchase, receive options to acquire an additional number of
Subordinate Voting Shares based on the number of Subordinate Voting Shares
acquired by them under the ESPO Plans (on average, approximately 1.435 options
for each Subordinate Voting Share acquired under the ESPO Plans). In each case,
the exercise price for the options is equal to the price per share paid for the
corresponding Subordinate Voting Shares acquired under the ESPO Plans.

                                       7
<PAGE>
    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 Subordinate Voting
Shares acquired by employees under the ESPO Plans are held either by the
employee, or by Royal Trust Corporation, in trust for Celestica Employee Nominee
Corporation as agent for and on behalf of such employees.

IMS STOCK OPTION PLANS

    In connection with the merger of International Manufacturing Services, Inc.
("IMS") with Celestica Asia Inc., Celestica assumed IMS' obligations under its
1996 Stock Option Plan, 1997 Stock Option Plan and 1997 Director Option Plan
(the "IMS Plans") and agreed to issue Subordinate Voting Shares in lieu of IMS
common stock upon the exercise of options outstanding at the date of the merger.
No additional options will be granted under the IMS Plans.

LONG-TERM INCENTIVE PLAN

    Under the Long-Term Incentive Plan, the Board of Directors may in its
discretion grant from time to time stock options, performance shares,
performance share units and stock appreciation rights to directors, permanent
employees and consultants of Celestica, its subsidiaries and other companies or
partnerships in which Celestica has a significant investment.

OPTIONS GRANTED DURING YEAR ENDED DECEMBER 31, 2000

    The following table sets out options to purchase Subordinate Voting Shares
granted by the Corporation to the Named Executive Officers during the year ended
December 31, 2000.

<TABLE>
<CAPTION>
                                 SUBORDINATE     % OF TOTAL                     MARKET VALUE OF
                                VOTING SHARES     OPTIONS                         SUBORDINATE
                                UNDER OPTIONS    GRANTED TO                      VOTING SHARES
                                 GRANTED(1)     EMPLOYEES IN   EXERCISE PRICE   ON THE DATE OF
NAME                                 (#)            2000         ($/SHARE)      GRANT ($/SHARE)   EXPIRATION DATE
- ----                            -------------   ------------   --------------   ---------------   ---------------
<S>                             <C>             <C>            <C>              <C>               <C>
Eugene V. Polistuk............     100,000           2.4%            C$86.50          C$86.50     Dec. 5, 2010

Anthony P. Puppi..............      35,000           0.8%            C$86.50          C$86.50     Dec. 5, 2010

J. Marvin MaGee...............      40,000           1.0%            C$86.50          C$86.50     Dec. 5, 2010

R. Thomas Tropea..............      35,000           0.8%       U.S.$56.1875     U.S.$56.1875     Dec. 5, 2010

Alastair Kelly................      15,000           0.4%       U.S.$56.1875     U.S.$56.1875     Dec. 5, 2010
</TABLE>

- ------------

(1) Options vest in four equal annual instalments.

                                       8
<PAGE>
OPTIONS EXERCISED DURING MOST RECENTLY COMPLETED FINANCIAL YEAR AND VALUE OF
  OPTIONS AT DECEMBER 31, 2000.

    The following table sets out certain information with respect to options to
purchase Subordinate Voting Shares that were exercised by Named Executive
Officers during the year ended December 31, 2000 and Subordinate Voting Shares
under option to the Named Executive Officers as at December 31, 2000.

<TABLE>
<CAPTION>
                                                                                              VALUE OF UNEXERCISED
                               SUBORDINATE                      UNEXERCISED OPTIONS AT       IN-THE-MONEY OPTIONS AT
                              VOTING SHARES     AGGREGATE         DECEMBER 31, 2000           DECEMBER 31, 2000(2)
                               ACQUIRED ON        VALUE      ----------------------------   -------------------------
NAME                             EXERCISE      REALIZED(1)   EXERCISABLE/UNEXERCISABLE(3)   EXERCISABLE/UNEXERCISABLE
- ----                          --------------   -----------   ----------------------------   -------------------------
<S>                           <C>              <C>           <C>                            <C>
Eugene V. Polistuk..........      --               --                277,319/413,121        $11,989,486/$11,370,634

Anthony P. Puppi............      --               --                105,695/165,437         $4,352,879/$4,380,372

J. Marvin MaGee.............      --               --                 95,695/160,437         $3,933,829/$3,961,322

R. Thomas Tropea............      --               --                110,776/227,414         $4,510,408/$7,165,137

Alastair Kelly..............      60,000       $3,851,070             51,981/125,641         $2,194,686/$4,573,197
</TABLE>

- ------------

(1) Based on the selling price of the underlying shares.

(2) Based on the closing price of the Subordinate Voting Shares on The New York
    Stock Exchange on December 31, 2000 of $54.25.

(3) Options granted under the ESPO Plans and the Long-Term Incentive Plan.

PENSION PLANS

    Messrs. Polistuk, Puppi and MaGee each participate in Celestica's
non-contributory pension plan (the "Canadian Pension Plan"). The Canadian
Pension Plan has a defined benefit and a defined contribution portion and
provides for a maximum of 30 years' service and retirement eligibility at the
earlier of 30 years' service or age 55.

    Mr. MaGee is enrolled in the defined contribution portion of the Canadian
Pension Plan. Messrs. Polistuk and Puppi participate only in the defined benefit
portion of the Canadian Pension Plan. Messrs. Polistuk, Puppi and MaGee also
participate in an unregistered supplementary pension plan (the "Supplementary
Plan") that provides benefits equal to the difference between the benefits
determined in accordance with the formula set out in the Canadian Pension Plan
and Revenue Canada maximum pension benefits.

    The defined contribution portion of the Canadian Pension Plan allows
employees to choose how Celestica contributions are invested on their behalf
within a range of investment options provided by third party fund managers.
Celestica's contributions range from 3% of earnings to a maximum of 6.75% of
earnings based on the number of years of service. Retirement benefits depend
upon the performance of the investment options chosen.

    The following table sets forth the estimated aggregate annual benefits
payable under the defined benefit portion of the Canadian Pension Plan and the
Supplementary Plan for Messrs. Polistuk and Puppi.

                       CANADIAN PENSION PLAN TABLE(1),(2)

<TABLE>
<CAPTION>
                                                   15 YEARS     20 YEARS     25 YEARS     30 YEARS     35 YEARS
EARNINGS AVERAGE ($)                              OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE
- --------------------                              ----------   ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>          <C>
300,000.........................................   $36,000      $ 47,000     $ 63,000     $ 79,000     $ 79,000
400,000.........................................    53,000        71,000       94,000      118,000      118,000
500,000.........................................    62,000        83,000      109,000      138,000      138,000
600,000.........................................    71,000        94,000      125,000      158,000      158,000
700,000.........................................    80,000       107,000      140,000      177,000      177,000
</TABLE>

- ------------

(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 U.S.$1.00 = C$1.5465.

                                       9
<PAGE>
    The benefit provided under the defined benefit portion of the Canadian
Pension Plan for each of the officers who participate in the plan is equal to
the benefit entitlement accrued under the relevant IBM plan prior to
October 22, 1996 plus the greater of 1.2% of earnings (salary and bonus) or 0.9%
of earnings up to the yearly maximum pensionable earnings ("YMPE") level, plus
1.45% of earnings above the YMPE. The defined benefit portion of the Canadian
Pension Plan is of a modified career average design with pre-1999 benefits based
on the three-year earnings average at December 31, 1999. The defined benefit
portion of the Canadian Pension Plan also provides for supplementary early
retirement benefits from the date of early retirement to age 65.

    As at December 31, 2000, Messrs. Polistuk and Puppi had completed 32 and
21 years of service, respectively.

    During the year ended December 31, 2000, Celestica set aside an aggregate
amount of $289,273 to provide pension benefits for Messrs. Polistuk, Puppi and
MaGee pursuant to the Canadian Pension Plan. No other amounts were set aside or
accrued by Celestica during the year ended December 31, 2000 for the purpose of
providing pension, retirement or similar benefits for Messrs. Polistuk, Puppi
and MaGee pursuant to any other plans.

    Mr. Tropea participates in the "U.S. Plan". The U.S. Plan qualifies as a
deferred salary arrangement under section 401 of the Internal Revenue Code
(United States). Under the U.S. Plan, participating employees may defer a
portion of their pre-tax earnings not to exceed 15% of their total compensation.
Celestica, at its discretion, may make contributions for the benefit of eligible
employees.

    During the year ended December 31, 2000, Celestica contributed $5,100 to the
U.S. Plan for the benefit of Mr. Tropea. Except as described above, no other
amounts were set aside or accrued by Celestica during the year ended
December 31, 2000 for the purpose of providing pension, retirement or similar
benefits for Mr. Tropea.

    Mr. Kelly participates in Celestica's two U.K. pension plans (the
"U.K. Pension Plans"). The aggregate benefit provided under the U.K. Pension
Plans is based upon "Final Pensionable Pay" which is the greater of basic salary
over the last twelve months and the average basic salary over any three
consecutive tax years during the last 13 years of service. The following table
sets forth the aggregate annual benefits payable under the U.K. Pension Plans
for Mr. Kelly:

                       U.K. PENSION PLAN TABLE(1),(2),(3)

<TABLE>
<CAPTION>
                                                   15 YEARS     20 YEARS     25 YEARS     30 YEARS     35 YEARS
EARNINGS AVERAGE ($)                              OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE   OF SERVICE
- --------------------                              ----------   ----------   ----------   ----------   ----------
<S>                                               <C>          <C>          <C>          <C>          <C>
100,000.........................................   $ 33,000     $ 44,000     $ 56,000     $ 64,000     $ 64,000
200,000.........................................     66,000       89,000      111,000      127,000      127,000
300,000.........................................    100,000      133,000      167,000      191,000      191,000
400,000.........................................    133,000      177,000      222,000      255,000      255,000
</TABLE>

- ------------

(1) This table assumes that age of retirement is 55 or later.

(2) All amounts are shown converted into U.S. dollars from British pounds
    sterling at a rate of U.S.$1.00 = L0.6871.

(3) The Commissioner of Inland Revenue (United Kingdom) generally limits pension
    benefits to a maximum of two-thirds of earnings. For the purposes of
    determining the Inland Revenue limits applicable to Mr. Kelly, this table
    assumes that for each year until retirement Mr. Kelly receives a bonus equal
    to 10% of salary.

    For Mr. Kelly, the U.K. Pension Plans provide an aggregate benefit equal to
two-thirds of Final Pensionable Pay (salary only) on retirement at age 60. On
earlier retirement, the pension is pro-rated by the proportion that completed
service bears to potential service to age 60. The pension is reduced for early
payment if it is taken before age 55. As at December 31, 2000, Mr. Kelly has
accrued approximately 22 years of service.

    During the year ended December 31, 2000, Celestica paid contributions of
$70,466 to the U.K. Pension Plans in respect of Mr. Kelly. No other amounts were
set aside or accrued by Celestica during the year ended December 31, 2000 for
the purpose of providing pension, retirement or similar benefits for Mr. Kelly
pursuant to any other plans.

                                       10
<PAGE>
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.

                        REPORT ON EXECUTIVE COMPENSATION

    It is the responsibility of the Compensation Committee to define and
communicate compensation principles that reflect and support the Corporation's
strategic direction, business goals and desired culture. The Compensation
Committee reviews and approves the Corporation's executive compensation
policies, programs and levels. The Compensation Committee assesses the annual
performance of the Chief Executive Officer and the President, and reviews and
approves the Chief Executive Officer's and the President's performance
assessments of each of the senior executive officers. The Compensation Committee
makes recommendations to the Board of Directors with respect to the compensation
of the Chief Executive Officer, the Chief Financial Officer, the President and
the Vice-Chairman.

    COMPENSATION PHILOSOPHY AND OBJECTIVES

    Celestica's goal is to be the premier full service electronics manufacturing
services provider to leading original equipment manufacturers through leadership
in technology, quality and supply chain management. Celestica believes that its
highly skilled workforce and unique culture represent a distinct competitive
advantage and are fundamental to achieving Celestica's strategic objectives.
Celestica has developed a unique entrepreneurial, participative and team-based
culture which is driven by the desire to continually exceed customer
expectations. The knowledge, skill, experience and commitment of all employees,
and especially that of senior management, is of critical importance to the
achievement of Celestica's strategic objectives and successful operation of its
business.

    The structure of total compensation for the Corporation's executives is
designed to attract, motivate and retain executives who have the experience,
ability and flexibility to manage the growth of the Corporation globally. The
Compensation Committee recognizes the importance of monitoring the compensation
practices of Celestica's international competitors so as to ensure that its
compensation is competitive.

    The Corporation's executive compensation policies and practices are designed
to: (1) align the interests of the executive officers with the short and
long-term interests of the Corporation's shareholders; (2) link executive
compensation to the performance of the Corporation relative to its competitors
and the contribution of the individual to such performance; and (3) compensate
executive officers at a level and in a manner that ensures the Corporation is
capable of attracting, motivating and retaining individuals with exceptional
executive skills and abilities.

    The compensation of Celestica's executive officers is comprised of three
components: base salary, annual incentives and long-term incentives. The
Corporation's executive officers participate in either the defined benefit or
the defined contribution portion of the Corporation's non-contributory pension
plans. Certain executive officers also participate in an unregistered
supplementary pension plan. Executive officers participate in health, dental,
life insurance and long-term disability insurance programs on the same basis as
offered to other employees.

    BASE SALARY

    Base salaries are established taking into account individual performance and
experience, level of responsibility and competitive pay practices. Celestica
references the median level of base salaries at similarly-sized companies in the
electronics manufacturing services industry or closely related industries in the
U.S.

    To ensure that Celestica will continue to attract and retain qualified and
experienced executive officers, base salaries are reviewed annually and adjusted
as appropriate.

                                       11
<PAGE>
    ANNUAL INCENTIVES

    The Corporation's executives participate in the Celestica Executive Team
Incentive Plan. In 2000, awards under this plan were based on pre-determined
targets for financial performance and customer satisfaction ratings as well as
the performance of the Corporation relative to its direct competitors on key
financial metrics. The Chief Executive Officer and the President evaluate each
executive's performance in accordance with the Corporation's stated values and
principles, teamwork and the executive's special accomplishments. Based on this
individual assessment, the amount of the executive's earned award may increase
by as much as 50% or decrease by as much as 50%. In 2000, awards under this plan
ranged from 40% to 236% of base salary.

    All of Celestica's employees in eligible geographies, other than the
executive officers, participate in the Celestica Team Incentive Plan. In 2000,
awards under this plan were based on financial performance, customer
satisfaction ratings and individual performance. Under Celestica's Performance
and Development Plan, each participant establishes personal objectives at the
beginning of each year that are aligned with the Corporation's annual business
objectives. At the end of the year, each participant's accomplishments and
results with respect to his or her objectives are reviewed and assessed by his
or her manager. The participant's rating is then used in the determination of
the actual award to be paid.

    LONG-TERM INCENTIVES

    Celestica has issued Subordinate Voting Shares and options to acquire
additional Subordinate Voting Shares for the benefit of certain of its employees
and executives pursuant to the ESPO Plans. No further options or Subordinate
Voting Shares (other than pursuant to outstanding options) may be issued under
these plans.

    At the time of the initial public offering, Celestica established two
long-term incentive plans for its employees: the Long-Term Incentive Plan and
the Employee Share Ownership Plan.

    Under the Long-Term Incentive Plan, the Board of Directors may in its
discretion grant from time to time stock options, performance shares,
performance share units or stock appreciation rights to directors, permanent
employees and consultants of Celestica, its subsidiaries and other companies or
partnerships in which Celestica has a significant investment.

    The Employee Share Ownership Plan enables eligible employees, including
executive officers, to acquire Subordinate Voting Shares, so as to encourage
continued employee interest in Celestica's operation, growth and development.
Under the Employee Share Ownership Plan, an eligible participant may elect to
contribute an amount representing no more than 10% of his or her salary. The
Corporation will contribute 25% of the amount of the employee contributions, up
to a maximum of 1% of the employee's salary for the relevant payroll period.
Contributions are used to purchase Subordinate Voting Shares of the Corporation
on the open market.

    CHIEF EXECUTIVE OFFICER

    The compensation package of the Chief Executive Officer is approved by the
Board of Directors, based upon the recommendations of the Compensation
Committee.

    The Chief Executive Officer's compensation package consists of base salary,
annual incentives and long-term incentives as described above. In establishing
the Chief Executive Officer's compensation, the Compensation Committee takes
into account Mr. Polistuk's contribution in terms of leadership in the
management of the Corporation, the global scope and size of the Corporation's
operations, the industry it competes in and competitive compensation packages at
the Chief Executive Officer level.

    Mr. Polistuk's leadership and vision were instrumental to the successes
achieved by Celestica in 2000. The Corporation reached its interim goal of
$10 billion in revenue one year earlier than targeted while continuing to grow
operating margins. This growth was achieved by growing the current customer base
well beyond target; completing three acquisitions, including the Corporation's
largest acquisition to date -- the purchase of IBM facilities in the U.S. and
Italy; and by expanding strategic customer relationships and penetration of key
end markets. Under Mr. Polistuk's leadership, the Corporation positioned itself
solidly to achieve its interim goal for 2003 of $20 billion in revenue.

                                       12
<PAGE>
    In 2000, Mr. Polistuk received a salary of $550,000 and an award under the
Celestica Executive Team Incentive Plan of $1,300,000, which award was equal to
236% of Mr. Polistuk's salary. As detailed previously, Mr. Polistuk also
received a Long-Term Incentive Plan award.

Report presented by the Compensation Committee:

Anthony R. Melman
Don Tapscott
John R. Walter

                           COMPENSATION OF DIRECTORS

    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 for the term of their service as directors, these directors may elect, at
the time they are first elected or appointed to Celestica's Board of Directors,
to receive an annual retainer and per meeting fee of 2,860 and 286 Subordinate
Voting Shares, respectively. Each director has the right to elect to defer
payment of his fees. Grants of Subordinate Voting Shares for such purposes may
not exceed an aggregate of 500,000 Subordinate Voting Shares. The aggregate
compensation paid in 2000 by the Company to its directors in their capacity as
directors was $55,000 and the right to receive, in the aggregate, 22,880
Subordinate Voting Shares. The delivery of these shares was deferred until the
respective directors cease to be directors of Celestica. Mr. Crandall will also
receive an annual grant of 10,000 Performance Units, convertible into
Subordinate Voting Shares upon his retirement from the Board, in his capacity as
Chairman of the Executive Committee.

    At the time of their election or appointment, each of these directors was
issued options to acquire 50,000 Subordinate Voting Shares exercisable at $8.75
per share. In 2000, each of these directors was issued options to acquire 20,000
Subordinate Voting Shares, exercisable at $48.69 per share, pursuant to the
Long-Term Incentive Plan.

                                       13
<PAGE>
                     INDEBTEDNESS OF DIRECTORS AND OFFICERS

    As at March 1, 2001, Celestica had guaranteed $2,093,187 aggregate
indebtedness of certain officers and employees of Celestica incurred in
connection with the purchase of Subordinate Voting Shares. The following table
sets forth details of such guarantees by Celestica of indebtedness of the
directors and officers of Celestica.

     INDEBTEDNESS OF SENIOR OFFICERS UNDER SECURITIES PURCHASE PROGRAMS(1)

<TABLE>
<CAPTION>
                                                              LARGEST AMOUNT      AMOUNT OUTSTANDING
                                                                OUTSTANDING             AS AT
NAME AND PRINCIPAL POSITION                                   DURING 2000(2)     MARCH 1, 2001(2),(3)
- ---------------------------                                   ---------------   ----------------------
<S>                                                           <C>               <C>
Eugene V. Polistuk..........................................     $387,973                    nil
DIRECTOR, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

J. Marvin MaGee.............................................     $173,941               $160,315
PRESIDENT AND CHIEF OPERATING OFFICER

Anthony P. Puppi............................................     $173,941                    nil
DIRECTOR, EXECUTIVE VICE-PRESIDENT AND CHIEF FINANCIAL
  OFFICER AND GENERAL MANAGER -- SERVICES

R. Thomas Tropea............................................     $420,304               $420,304
VICE-CHAIRMAN, GLOBAL CUSTOMER UNITS AND WORLDWIDE MARKETING
  AND BUSINESS DEVELOPMENT

Alastair Kelly..............................................     $225,572               $138,254
EXECUTIVE VICE-PRESIDENT, CORPORATE DEVELOPMENT

Andrew G. Gort..............................................     $ 96,537                    nil
EXECUTIVE VICE-PRESIDENT, GLOBAL SUPPLY CHAIN MANAGEMENT

Lisa J. Colnett.............................................     $130,464                    nil
SENIOR VICE-PRESIDENT, WORLDWIDE PROCESS MANAGEMENT AND
  CHIEF INFORMATION OFFICER

Iain S. Kennedy.............................................     $ 55,661                    nil
SENIOR VICE-PRESIDENT, INTEGRATION

Daniel P. Shea..............................................     $289,902               $289,902
SENIOR VICE-PRESIDENT AND CHIEF TECHNOLOGY OFFICER

Rahul Suri..................................................     $987,434               $987,434
SENIOR VICE-PRESIDENT, MERGERS AND ACQUISITIONS

Elizabeth L. DelBianco......................................     $ 66,905                    nil
VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY

Graham Thouret..............................................     $182,671                    nil
VICE-PRESIDENT AND CORPORATE TREASURER

Peter Bar...................................................     $127,869               $ 95,902
VICE-PRESIDENT AND CORPORATE CONTROLLER
</TABLE>

- ------------

(1) In 2000, the Corporation guaranteed a loan in the amount of $987,434 to
    enable Mr. Suri to purchase 20,000 Subordinate Voting Shares. All of the
    shares purchased are pledged by Mr. Suri as security for the loan guarantee.
    No securities were purchased by any other officers or directors during 2000
    with the financial assistance of Celestica.

(2) All amounts are shown in U.S. dollars converted, where necessary, from
    Canadian dollars at an exchange rate of U.S.$1.00 =C$1.5465 and from British
    pounds sterling at an exchange rate of U.S.$1.00 = L0.6871.

(3) All guaranteed amounts incur interest at a rate equal to certain commercial
    banks' prime lending rates. The security for each of the guaranteed amounts
    is the purchased Subordinate Voting Shares.

    No director, officer or employee was indebted to Celestica other than in
connection with securities purchase programs during the fiscal year ended
December 31, 2000.

                                       14
<PAGE>
                           INDEMNIFICATION AGREEMENTS

    Celestica and certain of its subsidiaries have entered into indemnification
agreements with certain of the directors and officers of Celestica and its
subsidiaries. These agreements generally provide that Celestica or the
subsidiary of Celestica which is a party to the agreement, as applicable, will
indemnify the director or officer in question (including his or her heirs and
legal representatives) against all costs, charges and expenses incurred by him
or her in respect of any civil, criminal or administrative action or proceeding
to which he or she is made a party by reason of being or having been a director
or officer of such corporation or a subsidiary thereof, provided that (a) he or
she has acted honestly and in good faith with a view to the best interests of
the corporation, and (b) in the case of a criminal or administrative proceeding
that is enforced by a monetary penalty, he or she had reasonable grounds for
believing that his or her conduct was lawful.

                  INTEREST OF INSIDERS IN CERTAIN TRANSACTIONS

    Celestica and Onex are parties to a Management Services Agreement under
which Onex has agreed to provide management, administrative, strategic planning,
financial and support services to Celestica of such nature as Celestica may
reasonably request from time to time having regard to Onex's experience,
expertise and personnel or the personnel of its subsidiaries, as the case may
be. Celestica has agreed to pay Onex certain fees under the Management Services
Agreement equal to approximately $2.0 million per year adjusted for changes in
the Canadian consumer price index. The Management Services Agreement also
provides that if Celestica uses Onex management personnel to provide investment
banking or financial advice in connection with any acquisition, Onex will be
entitled to receive fees consistent in the determination of the Board of
Directors of Celestica with fees typically paid for financial advice in such
circumstances to investment bankers or other expert advisors at arm's-length to
Celestica. The Management Services Agreement has a term of five years with
automatic renewal for successive one-year periods thereafter, subject to
termination on 12 months' prior written notice at any time after the initial
five-year term by the directors of Celestica who are independent of Celestica
and Onex, and provided that in any event the Management Services Agreement, and
the rights of Onex to receive fees (other than accrued and unpaid fees), will
terminate 30 days after the first day upon which Onex ceases to hold at least
one Multiple Voting Share. During 2000, Celestica paid to Onex management and
investment banking fees of approximately $2.5 million.

                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

    In December 1994, The Toronto Stock Exchange Committee on Corporate
Governance in Canada released its guidelines on corporate governance (the
"Guidelines"). The Board of Directors considers good corporate governance to be
important to the effective and efficient operation of the Corporation. The Board
of Directors is responsible for the structures and procedures necessary for good
corporate governance at the Corporation. The TSE requires the Corporation to
disclose its approach to corporate governance on an annual basis. The
Corporation's disclosure is set out in Schedule C hereto.

BOARD COMMITTEES

    The Board of Directors has established three standing committees of three
directors, each with a specific mandate. The Executive Committee includes a
majority of unrelated directors. The Audit Committee and Compensation Committee
each are composed of unrelated 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 the Corporation, 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
Messrs. Crandall, Melman and Polistuk.

                                       15
<PAGE>
    AUDIT COMMITTEE

    The Audit Committee, which consists of Messrs. Love, Martin and Melman,
selects and engages, on behalf of Celestica, the independent public accountants
to audit Celestica's annual financial statements, and reviews and approves the
planned scope of the annual audit. The Audit Committee has direct communication
channels with the auditors to discuss and review specific issues as appropriate.
The Audit Committee's duties include the responsibility for reviewing financial
statements with management and the auditors, monitoring the integrity of the
Corporation's management information systems and internal control procedures,
and reviewing the adequacy of the Corporation's processes for identifying and
managing risk, including the management of risk with respect to environmental
and health and safety matters.

    COMPENSATION COMMITTEE

    The Compensation Committee approves the Corporation's executive compensation
policies and establishes remuneration levels of Celestica's executive officers
and performs such functions as provided for under Celestica's employee benefit
programs and executive compensation programs. The Compensation Committee
consists of Messrs. Melman, Tapscott and Walter, all of whom are unrelated to
the Corporation.

                               PERFORMANCE GRAPH

    The Subordinate Voting Shares of the Corporation have been listed and posted
for trading under the symbol "CLS" on The Toronto Stock Exchange and The
New York Stock Exchange since June 30, 1998. The following chart compares the
cumulative total shareholder return of $100 invested in Subordinate Voting
Shares of the Corporation on June 30, 1998 with the cumulative total shareholder
return of The Toronto Stock Exchange 300 Index for the period June 30, 1998 to
December 31, 2000 (assuming reinvestment of dividends).

                                    [GRAPH]

                          PARTICULARS OF OTHER MATTERS

    Management knows of no matters to come before the Meeting other than the
matters referred to in the Notice of Meeting. However, if any other matters
which are not now known to management should properly come before the Meeting,
the proxy will be voted upon such matters in accordance with the best judgment
of the person voting the proxy.

                                       16
<PAGE>
                           AVAILABILITY OF DOCUMENTS

    The Corporation will provide to any person, upon request to the Secretary of
the Corporation, the following documents:

    (a) one copy of the latest annual information form, together with one copy
       of any document, or the pertinent pages of any document, incorporated
       therein by reference;

    (b) one copy of the comparative financial statements of the Corporation for
       the year ended December 31, 2000, together with the accompanying report
       of the auditor, and one copy of any interim financial statements of the
       Corporation subsequent thereto; and

    (c) the Corporation's management proxy circular for its last annual meeting
       of shareholders.

                                  CERTIFICATE

    The contents of this Circular and the sending thereof to the shareholders of
the Corporation have been approved by the Board of Directors.

    Toronto, Ontario, March 9, 2001.

                                          By Order of the Board of Directors

                                          [ELIZABETH L. DELBIANCO]

                                          Elizabeth L. DelBianco
                                          Vice-President, General Counsel
                                          and Secretary

                                       17
<PAGE>
                                   SCHEDULE A
                RESOLUTION OF THE SHAREHOLDERS OF CELESTICA INC.
                          BY-LAW ENACTMENT RESOLUTION

BE IT RESOLVED THAT:

1.  By-law A, a copy of which is attached hereto as Appendix 1, repealing By-law
    No. 1 and By-law No. 4 of the Corporation be and is hereby confirmed;

2.  By-law 1, a copy of which is attached hereto as Appendix 2, updating
    terminology and the description of the company officers to reflect current
    practice and providing for the holding of shareholders' meetings by
    electronic means and the electronic signature of proxies, be and is hereby
    confirmed; and

3.  any director or officer of the Corporation be and is hereby authorized, for,
    in the name of and on behalf of the Corporation, to do all such acts and
    things and to execute, whether under the corporate seal of the Corporation
    or otherwise, and to deliver all such documents and instruments as may be
    considered necessary or desirable in order to carry out the provisions of
    this resolution.

                                       18
<PAGE>
                                   APPENDIX 1
                                 CELESTICA INC.
                                    BY-LAW A

    BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of CELESTICA INC.
(hereinafter called the "Corporation") as follows:

                               REPEAL OF BY-LAWS

1.  By-Law No. 1 of the Corporation be and the same is hereby repealed without
prejudice to any action heretofore taken hereunder.

2.  By-Law No. 4 of the Corporation be and the same is hereby repealed without
prejudice to any action heretofore taken hereunder.

3.  The numbers designating the by-laws hereby repealed may be allocated to any
by-laws of the Corporation hereafter made by the directors of the Corporation.

                                       19
<PAGE>
                                   APPENDIX 2
                                 CELESTICA INC.
                                    BY-LAW 1

    A by-law relating generally to the conduct of the affairs of CELESTICA INC.

    BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of CELESTICA INC.
(hereinafter called the "Corporation") as follows:

                                  DEFINITIONS

1.  In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:

    (a) "Act" means the BUSINESS CORPORATIONS ACT, R.S.O. 1990, c. B.16, as from
       time to time amended, and every statute that may be substituted therefor
       and, in the case of such amendment or substitution, any reference in the
       by-laws of the Corporation shall be read as referring to the amended or
       substituted provisions;

    (b) "by-law" means any by-law of the Corporation from time to time in force
       and effect;

    (c) all terms contained in the by-laws which are defined in the Act shall
       have the meanings given to such terms in the Act;

    (d) words importing the singular number only shall include the plural and
       vice versa; words importing the masculine gender shall include the
       feminine and neuter genders; and

    (e) the headings used in the by-laws are inserted for reference purposes
       only and are not to be considered or taken into account in construing the
       terms or provisions thereof or to be deemed in any way to clarify, modify
       or explain the effect of any such terms or provisions.

                               REGISTERED OFFICE

2.  The Corporation may from time to time (i) by resolution of the directors
change the address of the registered office of the Corporation within the
municipality or geographic township within Ontario specified in its articles,
and (ii) by special resolution, change the municipality or geographic township
within Ontario in which its registered office is situated.

                                      SEAL

3.  The Corporation may, but need not, have a corporate seal. An instrument or
agreement executed on behalf of the Corporation by a director, an officer or an
agent of the Corporation is not invalid merely because the corporate seal, if
any, is not affixed thereto.

                                   DIRECTORS

4.  NUMBER AND POWERS.  The number of directors, or the minimum and maximum
number of directors of the Corporation, is set out in the articles of the
Corporation. A majority of the directors shall be resident Canadians, but if the
Corporation has only one or two directors, that director or one of the two
directors, as the case may be, shall be a resident Canadian. Subject to any
unanimous shareholder agreement, the directors shall manage or supervise the
management of the business and affairs of the Corporation and may exercise all
such powers and do all such acts and things as may be exercised or done by the
Corporation and are not by the Act, the articles, the by-laws, any special
resolution of the Corporation, a unanimous shareholder agreement or by statute
expressly directed or required to be done in some other manner.

    Notwithstanding any vacancy among the directors, the remaining directors may
exercise all the powers of the directors so long as a quorum of the directors
remains in office.

    Subject to subsections 124(1), (2), (4) and (5) of the Act and to the
Corporation's articles, where there is a quorum of directors in office and a
vacancy occurs, the directors remaining in office may appoint a qualified person
to hold office for the unexpired term of his predecessor.

                                       20
<PAGE>
5.  DUTIES.  Every director and officer of the Corporation in exercising his
powers and discharging his duties shall:

    (a) act honestly and in good faith with a view to the best interests of the
       Corporation; and

    (b) exercise the care, diligence and skill that a reasonably prudent person
       would exercise in comparable circumstances.

    Every director and officer of the Corporation shall comply with the Act, the
regulations thereunder, the Corporation's articles and by-laws and any unanimous
shareholder agreement.

6.  QUALIFICATION.  Every director shall be an individual 18 or more years of
age and 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.

7.  TERM OF OFFICE.  A director's term of office (subject to the provisions, if
any, of the Corporation's articles, and subject to his election for an expressly
stated term) shall be from the date of the meeting at which he is elected or
appointed until the close of the annual meeting of shareholders next following
his election or appointment or until his successor is elected or appointed.

8.  VACATION OF OFFICE.  The office of a director shall be vacated if:

    (a) he dies or, subject to subsection 119(2) of the Act, sends to the
       Corporation a written resignation and such resignation, if not effective
       upon receipt by the Corporation, becomes effective in accordance with its
       terms;

    (b) he is removed from office;

    (c) he becomes bankrupt; or

    (d) he is found by a court in Canada or elsewhere to be of unsound mind.

9.  ELECTION AND REMOVAL.  Directors shall be elected by the shareholders by
ordinary resolution on a show of hands, or by ballot if a ballot is demanded.
Except for those directors elected for an expressly stated term, all the
directors then in office shall cease to hold office at the close of the meeting
of shareholders at which directors are to be elected but, if qualified, are
eligible for re-election. Subject to subsection 122(2) of the Act, the
shareholders of the Corporation may by ordinary resolution at an annual or
special meeting remove any director before the expiration of his term of office
and may, by a majority of the votes cast at the meeting, elect any person in his
stead for the remainder of his term.

    Whenever at any election of directors of the Corporation the number or the
minimum number of directors required by the articles is not elected by reason of
the disqualification, incapacity or the death of any candidates, the directors
elected at that meeting may exercise all the powers of the directors if the
number of directors so elected constitutes a quorum pending the holding of a
meeting of shareholders in accordance with subsection 124(3) of the Act.

    A retiring director shall cease to hold office at the close of the meeting
at which his successor is elected unless such meeting was called for the purpose
of removing him from office as a director in which case the director so removed
shall vacate office forthwith upon the passing of the resolution for his
removal.

10. VALIDITY OF ACTS.  An act done by a director or by an officer is not invalid
by reason only of any defect that is thereafter discovered in his appointment,
election or qualification.

                             MEETINGS OF DIRECTORS

11. PLACE OF MEETING.  Meetings of directors and of any committee of directors
may be held at any place within or outside Ontario and in any financial year a
majority of the meetings of the board of directors need not be held at a place
within Canada. A meeting of directors may be convened by the Chairman of the
Board (if any), the President or any director at any time and the Secretary
shall upon direction of any of the foregoing convene a meeting of directors. A
quorum of the directors may, at any time, call a meeting of the directors for
the transaction of any business the general nature of which is specified in the
notice calling the meeting.

                                       21
<PAGE>
12. NOTICE.  Notice of the time and place for the holding of any such meeting
shall be sent to each director not less than two days (exclusive of the day on
which the notice is sent but inclusive of the day for which notice is given)
before the date of the meeting; provided that meetings of the directors or of
any committee of directors may be held at any time without formal notice if all
the directors are present (except where a director attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called) or if all the absent directors have
waived notice.

    Notice of the time and place for the holding of any meeting of directors or
any committee of directors may be given by delivery, telegraph, cable, telex or
other electronic means that produces a written copy.

    For the first meeting of directors to be held following the election of
directors at an annual or special meeting of the shareholders or for a meeting
of directors at which a director is appointed to fill a vacancy in the board, no
notice of such meeting need be given to the newly elected or appointed director
or directors in order for the meeting to be duly constituted, provided a quorum
of the directors is present.

13. WAIVER OF NOTICE.  Notice of a meeting of directors or of any committee of
directors or any irregularity in a meeting or in the notice thereof may be
waived in any manner by any director and such waiver may be validly given either
before or after the meeting to which such waiver relates. Attendance of a
director at a meeting of directors is a waiver of notice of the meeting, except
where a director attends a meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called.

14. TELEPHONE PARTICIPATION.  Where all the directors of the Corporation present
at or participating in the meeting consent thereto (either before or after the
meeting), a director may participate in a meeting of directors or of any
committee of directors by means of such telephone, electronic or other
communications facilities as permit all persons participating in the meeting to
communicate with each other simultaneously and instantaneously, and a director
participating in a meeting by such means shall be deemed for the purposes of the
Act to be present at that meeting. If the majority of the directors
participating in the meeting are then in Canada, the meeting shall be deemed to
be held in Canada.

15. ADJOURNMENT.  Any meeting of directors or of any committee of directors may
be adjourned from time to time by the chairman of the meeting, with the consent
of the meeting, to a fixed time and place and no notice of the time and place
for the holding of the adjourned meeting need be given to any director if the
time and place of the adjourned meeting is announced at the original meeting.
Any adjourned meeting shall be duly constituted if held in accordance with the
terms of the adjournment and a quorum is present thereat. The directors who
formed a quorum at the original meeting are not required to form the quorum at
the adjourned meeting. If there is no quorum present at the adjourned meeting,
the original meeting shall be deemed to have terminated forthwith after its
adjournment.

16. QUORUM AND VOTING.  A majority of the number of directors or minimum number
of directors required by the articles shall constitute a quorum for the
transaction of business. If the Corporation has fewer than three directors, all
directors must be present at any meeting of directors to constitute a quorum.
Subject to subsection 124(1) and subsection 126(7) of the Act, no business shall
be transacted by the directors except at a meeting of directors at which a
quorum is present and at which a majority of the directors present are resident
Canadians or, where the Corporation has fewer than three directors, at which one
of the directors present is a resident Canadian. Questions arising at any
meeting of directors shall be decided by a majority of votes. In case of an
equality of votes, the chairman of the meeting in addition to his original vote
shall not have a second or casting vote.

                            COMMITTEES OF DIRECTORS

17. GENERAL.  The directors may from time to time appoint from their number a
committee of directors, a majority of whom shall be resident Canadians, and may
delegate to such committee any of the powers of the directors, except that no
such committee shall have the authority to:

    (a) submit to the shareholders any question or matter requiring the approval
       of the shareholders;

                                       22
<PAGE>
    (b) fill a vacancy among the directors or in the office of auditor or
       appoint or remove any of the chief executive officer, however designated,
       the chief financial officer, however designated, the chairman or the
       president of the Corporation;

    (c) subject to section 184 of the Act, issue securities except in the manner
       and on the terms authorized by the directors;

    (d) declare dividends;

    (e) purchase, redeem or otherwise acquire shares issued by the Corporation;

    (f) pay a commission referred to in section 37 of the Act;

    (g) approve a management information circular referred to in Part VIII of
       the Act;

    (h) approve a take-over bid circular, directors' circular or issuer bid
       circular referred to in Part XX of the SECURITIES ACT;

    (i) approve any financial statements referred to in clause 154(1)(b) of the
       Act and Part XVIII of the SECURITIES ACT;

    (j) approve an amalgamation under section 177 or an amendment to the
       articles under subsection 168(2) or (4) of the Act; or

    (k) adopt, amend or repeal by-laws.

18. AUDIT COMMITTEE.  If the Corporation is an "offering corporation" as defined
in paragraph 1(1) of the Act, the board of directors shall, and otherwise the
directors may, elect annually from among their number an audit committee to be
composed of not fewer than three directors, a majority of whom are not officers
or employees of the Corporation or any of its affiliates, to hold office until
the next annual meeting of the shareholders.

    Each member of the audit committee shall serve during the pleasure of the
board of directors and, in any event, only so long as he shall be a director.
The directors may fill vacancies in the audit committee by election from among
their number.

    The audit committee shall have power to fix its quorum at not less than a
majority of its members and to determine its own rules of procedure subject to
any regulations imposed by the board of directors from time to time and to the
following paragraph.

    The auditor of the Corporation is entitled to receive notice of every
meeting of the audit committee and, at the expense of the Corporation, to attend
and be heard thereat; and, if so requested by a member of the audit committee,
shall attend every meeting of the committee held during the term of office of
the auditor. The auditor of the Corporation or any member of the audit committee
may call a meeting of the committee.

    The audit committee shall review the financial statements of the Corporation
and shall report thereon to the board of directors of the Corporation prior to
approval thereof by the board of directors and shall have such other powers and
duties as may from time to time by resolution be assigned to it by the board.

               REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES

19. The remuneration to be paid to the directors of the Corporation shall be
such as the directors shall from time to time by resolution determine and such
remuneration shall be in addition to the salary paid to any officer or employee
of the Corporation who is also a director. The directors may also by resolution
award special remuneration to any director in undertaking any special services
on the Corporation's behalf other than the normal work ordinarily required of a
director of a corporation. The confirmation of any such resolution or
resolutions by the shareholders shall not be required. The directors may fix the
remuneration of the officers and employees of the Corporation. The directors,
officers and employees shall also be entitled to be paid their travelling and
other expenses properly incurred by them in connection with the affairs of the
Corporation.

                                       23
<PAGE>
                   SUBMISSION OF CONTRACTS OR TRANSACTIONS TO
                           SHAREHOLDERS FOR APPROVAL

20. The directors in their discretion may submit any contract, act or
transaction for approval, ratification or confirmation at any meeting of the
shareholders called for the purpose of considering the same and any contract,
act or transaction that shall be approved, ratified or confirmed by resolution
passed by a majority of the votes cast at any such meeting (unless any different
or additional requirement is imposed by the Act or by the Corporation's articles
or by-laws) shall be as valid and as binding upon the Corporation and upon all
the shareholders as though it had been approved, ratified and/or confirmed by
every shareholder of the Corporation.

                  FOR THE PROTECTION OF DIRECTORS AND OFFICERS

21. No director or officer for the time being of the Corporation shall be liable
for the acts, receipts, neglects or defaults of any other director or officer or
employee or for joining in any receipt or act for conformity or for any loss,
damage or expense suffered or incurred by the Corporation through the
insufficiency or deficiency of title to any property acquired by the Corporation
or for or on behalf of the Corporation or for the insufficiency or deficiency of
any security in or upon which any of the moneys of or belonging to the
Corporation shall be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortious act of any person, firm or
corporation including any person, firm or corporation with whom or which any
moneys, securities or effects shall be lodged or deposited or for any loss,
conversion, misapplication or misappropriation of or any damage resulting from
any dealings with any moneys, securities or other assets belonging to the
Corporation or for any other loss, damage or misfortune whatever which may
happen in the execution of the duties of his respective office of trust or in
relation thereto, unless the same shall happen by or through his failure to
exercise the powers and to discharge the duties of his office honestly and in
good faith with a view to the best interests of the Corporation, and in
connection therewith to exercise the care, diligence and skill that a reasonably
prudent person would exercise in comparable circumstances, provided that nothing
herein contained shall relieve a director or officer from the duty to act in
accordance with the Act or regulations made thereunder or relieve him from
liability for a breach thereof. The directors for the time being of the
Corporation shall not be under any duty or responsibility in respect of any
contract, act or transaction whether or not made, done or entered into in the
name or on behalf of the Corporation, except such as shall have been submitted
to and authorized or approved by the board of directors. If any director or
officer of the Corporation shall be employed by or shall perform services for
the Corporation otherwise than as a director or officer or shall be a member of
a firm or a shareholder, director or officer of a body corporate which is
employed by or performs services for the Corporation, the fact of his being a
shareholder, director or officer of the Corporation shall not disentitle such
director or officer or such firm or body corporate, as the case may be, from
receiving proper remuneration for such services.

                      INDEMNITIES TO DIRECTORS AND OTHERS

22. Subject to subsections 136(2) and (3) of the Act, the Corporation shall
indemnify a director or officer of the Corporation, a former director or officer
of the Corporation or a person who acts or acted at the Corporation's request as
a director or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of such corporation or body
corporate, if

    (a) he 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 action or proceeding that is
       enforced by a monetary penalty, he had reasonable grounds for believing
       that his conduct was lawful.

    The Corporation is hereby authorized to execute agreements evidencing its
indemnity in favour of the foregoing persons to the full extent permitted by
law.

                                       24
<PAGE>
                                    OFFICERS

23. APPOINTMENT OF OFFICERS.  The directors may annually or as often as may be
required appoint a President and a Secretary and if deemed advisable may
annually or as often as may be required appoint a Chairman of the Board, one or
more Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or
one or more Assistant Treasurers. None of such officers, except the Chairman of
the Board, need be a director of the Corporation. Any director may be appointed
to any office of the Corporation. Two or more of such offices may be held by the
same person. In case and whenever the same person holds the offices of Secretary
and Treasurer he may but need not be known as the Secretary-Treasurer. The
directors may from time to time appoint such other officers, employees and
agents as they shall deem necessary who shall have such authority and shall
perform such functions and duties as may from time to time be prescribed by
resolution of the directors.

24. REMOVAL OF OFFICERS, ETC.  All officers, employees and agents, in the
absence of agreement to the contrary, shall be subject to removal by resolution
of the directors at any time, with or without cause.

25. DUTIES OF OFFICERS MAY BE DELEGATED.  In case of the absence or inability or
refusal to act of any officer of the Corporation or for any other reason that
the directors may deem sufficient, the directors may delegate all or any of the
powers of such officer to any other officer or to any director for the time
being.

26. CHAIRMAN OF THE BOARD.  The Chairman of the Board shall, when present,
preside at all meetings of the directors, any committee of the directors and
shareholders, shall sign such documents as may require his signature in
accordance with the by-laws of the Corporation and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the directors or as are incidental to his office.

27. PRESIDENT.  In the absence of the Chairman of the Board, and if the
President is also a director of the Corporation, the President shall, when
present, preside at all meetings of the directors, any committee of the
directors and shareholders; he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers
and shall perform such other duties as may from time to time be assigned to him
by resolution of the directors or as are incidental to his office.

28. CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall exercise general
supervision over the business and affairs of the Corporation. The position of
Chief Executive Officer may be held by any officer or director of the
Corporation, or other individual, in each case appointed by the directors. The
Chief Executive Officer shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and shall
perform such other duties as may from time to time be assigned to him by
resolution of the directors or as are incidental to his office.

29. VICE-PRESIDENT.  The Vice-President or, if more than one, the
Vice-Presidents in order of seniority, shall be vested with all the powers and
shall perform all the duties of the President in the absence or inability or
refusal to act of the President; provided, however, that a Vice-President who is
not a director shall not preside as chairman at any meeting of directors or
shareholders. The Vice-President or, if more than one, the Vice-Presidents in
order of seniority, shall sign such contracts, documents or instruments in
writing as require his or their signatures and shall also have such other powers
and duties as may from time to time be assigned to him or them by resolution of
the directors or by the Chief Executive Officer or as are incidental to his
office.

30. SECRETARY.  The Secretary shall give or cause to be given notices for all
meetings of the directors, any committee of the directors and shareholders when
directed to do so and shall have charge of the minute books of the Corporation
and, subject to the provisions of paragraph 45 hereof, of the documents and
registers referred to in subsections 140(1) and (2) of the Act. He shall sign
such contracts, documents or instruments in writing as require his signature and
shall have such other powers and duties as may from time to time be assigned to
him by resolution of the directors or as are incidental to his office.

31. TREASURER/CONTROLLER.  Subject to the provisions of any resolution of the
directors, the Treasurer or the Controller shall have the care and custody of
all the funds and securities of the Corporation and shall deposit the same in
the name of the Corporation in such bank or banks or with such other depositary
or depositaries as the directors may by resolution direct. He shall prepare and
maintain adequate accounting records. He shall manage the Corporation's
financial information systems and shall provide financial information and data
to the directors

                                       25
<PAGE>
of the Corporation. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and duties as
may from time to time be assigned to him by resolution of the directors or as
are incident to his office. He may be required to give such bond for the
faithful performance of his duties as the directors in their uncontrolled
discretion may require and no director shall be liable for failure to require
any such bond or for the insufficiency of any such bond or for any loss by
reason of the failure of the Corporation to receive any indemnity thereby
provided. If the Corporation should appoint both a Treasurer and a Controller,
their respective duties shall be allocated between them in such manner as the
directors or the Chief Executive Officer may determine.

32. COMPLIANCE OFFICER.  Subject to the provisions of any resolution of the
directors, the Compliance Officer shall have the responsibility for ensuring
that the Corporation complies with all rules and regulations of any statutory or
regulatory body or similar authority having jurisdiction over the Corporation or
any organization of which the Corporation is a member, including any stock
exchange, securities exchange or commodities exchange. He shall advise the
Corporation of the requirements of such entities and shall assist the directors
in the development of policies to ensure compliance therewith. He shall prepare
and maintain adequate records to comply with the requirements of any such
institution or organization and he shall sign such contracts, documents or
instruments in writing as require his signature and shall have such other powers
and duties as may from time to time be assigned to him by resolution of the
directors or as are incident to his office.

33. ASSISTANT SECRETARY AND ASSISTANT TREASURER.  The Assistant Secretary or, if
more than one, the Assistant Secretaries in order of seniority, and the
Assistant Treasurer or, if more than one, the Assistant Treasurers in order of
seniority, shall perform all the duties of the Secretary and Treasurer,
respectively, in the absence or inability to act of the Secretary or Treasurer,
as the case may be. The Assistant Secretary or Assistant Secretaries, if more
than one, and the Assistant Treasurer or Assistant Treasurers, if more than one,
shall sign such contracts, documents or instruments in writing as require his or
their signatures, respectively, and shall have such other powers and duties as
may from time to time be assigned to them by resolution of the directors.

34. MANAGING DIRECTOR.  The directors may from time to time appoint from their
number a Managing Director who is a resident Canadian and may delegate to the
Managing Director any of the powers of the directors subject to the limits on
authority provided by subsection 127(3) of the Act. A Managing Director shall
conform to all lawful orders given to him by the directors of the Corporation
and shall at all reasonable times give to the directors or any of them all
information they may require regarding the affairs of the Corporation. Any agent
or employee appointed by a Managing Director shall be subject to discharge by
the directors.

35. VACANCIES.  If the office of Chairman of the Board, President,
Vice-President, Secretary, Assistant Secretary, Treasurer, Controller, Assistant
Treasurer, Compliance Officer, or any other office created by the directors
pursuant to paragraph 23 hereof shall be or become vacant by reason of death,
resignation or in any other manner whatsoever, the directors shall in the case
of the President or the Secretary and may in the case of the other officers
appoint an officer to fill such vacancy.

                                       26
<PAGE>
                             SHAREHOLDERS' MEETINGS

36. ANNUAL OR SPECIAL MEETINGS.  Subject to subsection 104(1) of the Act, the
directors of the Corporation,

    (a) shall call an annual meeting of shareholders not later than 15 months
       after holding the last preceding annual meeting; and

    (b) may at any time call a special meeting of shareholders.

37. PLACE OF MEETINGS.  Subject to the articles and any unanimous shareholder
agreement, a meeting of the shareholders of the Corporation may be held at such
place in or outside Ontario as the directors may determine or, in the absence of
such a determination, at the place where the registered office of the
Corporation is located.

38. MEETING BY ELECTRONIC MEANS.  A meeting of the shareholders may be held by
telephonic or electronic means and a shareholder who, through those means, votes
at the meeting or establishes a communications link to the meeting shall be
deemed for the purposes of the Act to be present at the meeting. A meeting held
by telephonic or electronic means shall be deemed to be held at the place where
the registered office of the Corporation is located.

39. NOTICE.  A notice stating the day, hour and place of meeting and, if special
business is to be transacted thereat, stating (or accompanied by a statement of)
(i) the nature of that business in sufficient detail to permit the shareholder
to form a reasoned judgment thereon, and (ii) the text of any special resolution
or by-law to be submitted to the meeting, shall be served by sending such notice
to each person who is entitled to notice of such meeting and who on the record
date for notice appears on the records of the Corporation or its transfer agent
as a shareholder entitled to vote at the meeting and to each director of the
Corporation and to the auditor of the Corporation by prepaid mail not less than
21 days and not more than 50 days (exclusive of the day of mailing and of the
day for which notice is given) before the date (if the Corporation is an
offering corporation as such term is defined in the Act) or not less than
10 days before the date (if the Corporation is not an offering corporation) of
every meeting addressed to the latest address of each such person as shown in
the records of the Corporation or its transfer agent, or if no address is shown
therein, then to the last address of each such person known to the Secretary;
provided that a meeting of shareholders may be held for any purpose at any date
and time and at any place without notice if all the shareholders and other
persons entitled to notice of such meeting are present in person or represented
by proxy at the meeting (except where the shareholder or such other person
attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called) or if all
the shareholders and other persons entitled to notice of such meeting and not
present in person nor represented by proxy thereat waive notice of the meeting.
Notice of any meeting of shareholders or the time for the giving of any such
notice or any irregularity in any such meeting or in the notice thereof may be
waived in any manner by any shareholder, the duly appointed proxy of any
shareholder, any director or the auditor of the Corporation and any other person
entitled to attend a meeting of shareholders, and any such waiver may be validly
given either before or after the meeting to which such waiver relates.

    The auditor of the Corporation is entitled to attend any meeting of
shareholders of the Corporation and to receive all notices and other
communications relating to any such meeting that a shareholder is entitled to
receive.

40. OMISSION OF NOTICE.  The accidental omission to give notice of any meeting
to or the non-receipt of any notice by any person shall not invalidate any
resolution passed or any proceeding taken at any meeting of shareholders.

41. RECORD DATES FOR NOTICE OF MEETINGS.  Subject to subsection 95(4) of the
Act, the directors may fix in advance the date as the record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders, but such record date shall not precede by more than 50 days or by
less than 21 days the date on which the meeting is to be held.

    If no record date is fixed, the record date for the determination of the
shareholders entitled to receive notice of a meeting of the shareholders shall
be

    (i) at the close of business on the day immediately preceding the day on
        which notice is given; or

    (ii) if no notice is given, the day on which the meeting is held.

                                       27
<PAGE>
42. VOTES.  Every question submitted to any meeting of shareholders shall be
decided in the first instance on a show of hands and in case of an equality of
votes the chairman of the meeting shall neither on a show of hands nor on a
ballot have a second or casting vote in addition to the vote or votes to which
he may be entitled as a shareholder or proxy nominee.

    At any meeting, unless a ballot is demanded by a shareholder or proxyholder
entitled to vote at the meeting, either before or after any vote by a show of
hands, a declaration by the chairman of the meeting that a resolution has been
carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be evidence of the fact without proof of
the number or proportion of votes recorded in favour of or against the motion.

    In the absence of the Chairman of the Board (if any), the President and any
Vice-President who is a director, the shareholders present entitled to vote
shall choose another director as chairman of the meeting and if no director is
present or if all the directors decline to take the chair then the shareholders
present shall choose one of their number to be chairman.

    If at any meeting a ballot is demanded on the election of a chairman or on
the question of adjournment or termination, the ballot shall be taken forthwith
without adjournment. If a ballot is demanded on any other question or as to the
election of directors, the ballot shall be taken in such manner and either at
once or later at the meeting or after adjournment as the chairman of the meeting
directs. The result of a ballot shall be deemed to be the resolution of the
meeting at which the ballot was demanded. A demand for a ballot may be made
either before or after any vote by a show of hands and may be withdrawn.

    Where two or more persons hold the same share or shares jointly, any one of
such persons present at a meeting of shareholders has the right, in the absence
of the other or others, to vote in respect of such share or shares, but if more
than one of such persons are present or represented by proxy and vote, they
shall vote together as one on the share or shares jointly held by them.

43. PROXIES.  Votes at meetings of the shareholders may be given either
personally or by proxy. At every meeting at which he is entitled to vote, every
shareholder present in person and every proxyholder shall have one vote on a
show of hands. Upon a poll at which he is entitled to vote every shareholder
present in person or by proxy shall (subject to the Corporation's articles) have
one vote for every share registered in his name.

    Every shareholder, including a shareholder that is a body corporate,
entitled to vote at a meeting of shareholders may by means of a proxy appoint a
proxyholder or proxyholders or one or more alternate proxyholders, who need not
be shareholders, as his nominee to attend and act at the meeting in the manner,
to the extent and with the authority conferred by the proxy.

    A proxy shall be in written or printed format or a format generated by
telephonic or electronic means and becomes a proxy when completed and signed in
writing or by electronic signature by the shareholder or his attorney authorized
by a document that is signed in writing or by electronic signature or, if the
shareholder is a body corporate, by an officer or attorney thereof duly
authorized. If a proxy or document authorizing an attorney is signed by
electronic signature, the means of electronic signature shall permit a reliable
determination that the proxy or document was created or communicated by or on
behalf of the shareholder or the attorney, as the case may be. If the
Corporation is an "offering corporation" as defined in paragraph 1(1) of the
Act, any such proxy appointing a proxyholder to attend and act at a meeting or
meetings of shareholders ceases to be valid one year from its date.

                                       28
<PAGE>
    An instrument appointing a proxyholder may be in the following form or in
any other form which complies with the regulations made under the Act:

    "The undersigned shareholder of CELESTICA INC. hereby appoints
of             , whom failing,             , of             as the nominee of
the undersigned to attend and act for and on behalf of the undersigned at the
meeting of the shareholders of the said Corporation to be held on the   day of
            ,       and at any adjournment thereof in the same manner, to the
same extent and with the same power as if the undersigned were present, either
personally or by telephonic or electronic means, at the said meeting or such
adjournment thereof.

    Dated the   day of             ,       .

                                          ______________________________________
                                                 Signature of Shareholder

This form of proxy must be signed in writing or by electronic signature by a
shareholder or his attorney authorized by a document that is signed in writing
or by electronic signature or, if the shareholder is a body corporate, by an
officer or attorney thereof duly authorized."

    The directors may from time to time pass regulations regarding the lodging
of instruments appointing a proxyholder at some place or places other than the
place at which a meeting or adjourned meeting of shareholders is to be held and
for particulars of such instruments to be telegraphed, cabled, telexed, sent in
writing or otherwise communicated by electronic means that produces a written
copy before the meeting or adjourned meeting to the Corporation or any agent of
the Corporation appointed for the purpose of receiving such particulars and
providing that instruments appointing a proxyholder so lodged may be voted upon
as though the instruments themselves were produced at the meeting or adjourned
meeting and votes given in accordance with such regulations shall be valid and
shall be counted. The chairman of the meeting of shareholders may, subject to
any regulations made as aforesaid, in his discretion accept telegraphic, telex,
cable or written communication, or electronic communication that produces a
written copy, as to the authority of anyone claiming to vote on behalf of and to
represent a shareholder notwithstanding that no instrument of proxy conferring
such authority has been lodged with the Corporation, and any votes given in
accordance with such telegraphic, telex, cable, written or electronic
communication accepted by the chairman of the meeting shall be valid and shall
be counted.

44. ADJOURNMENT.  The chairman of the meeting may with the consent of the
meeting adjourn any meeting of shareholders from time to time to a fixed time
and place and if the meeting is adjourned for less than 30 days, no notice of
the time and place for the holding of the adjourned meeting need be given to any
shareholder, other than by announcement at the earliest meeting that is
adjourned. If a meeting of shareholders is adjourned by one or more adjournments
for an aggregate of 30 days or more, notice of the adjourned meeting shall be
given as for an original meeting but, unless the meeting is adjourned by one or
more adjournments for an aggregate of more than 90 days, section 111 of the Act
does not apply. Any adjourned meeting shall be duly constituted if held in
accordance with the terms of the adjournment and a quorum is present thereat.
The persons who formed a quorum at the original meeting are not required to
form a quorum at the adjourned meeting. If there is no quorum present at the
adjourned meeting, the original meeting shall be deemed to have terminated
forthwith after its adjournment. Any business may be brought before or dealt
with at any adjourned meeting which might have been brought before or dealt with
at the original meeting in accordance with the notice calling the same.

45. QUORUM.  Two persons present and each holding or representing by proxy at
least one issued share of the Corporation shall be a quorum of any meeting of
shareholders for the choice of a chairman of the meeting and for the adjournment
of the meeting to a fixed time and place but may not transact any other
business; for all other purposes a quorum for any meeting shall be persons
present not being less than two in number and holding or representing by proxy
not less than 35% of the total number of the issued shares of the Corporation
for the time being enjoying voting rights at such meeting. If a quorum is
present at the opening of a meeting of

                                       29
<PAGE>
shareholders, the shareholders present may proceed with the business of the
meeting, notwithstanding that a quorum is not present throughout the meeting.

    Notwithstanding the foregoing, if the Corporation has only one shareholder,
or only one shareholder of any class or series of shares, the shareholder
present in person or by proxy constitutes a meeting and a quorum for such
meeting.

                              SHARES AND TRANSFERS

46. ISSUANCE.  Subject to the articles of the Corporation and any unanimous
shareholder agreement, shares in the Corporation may be issued at such time and
issued to such persons and for such consideration as the directors may
determine.

47. SECURITY CERTIFICATES.  Security certificates (and the form of transfer
power on the reverse side thereof) shall (subject to compliance with section 56
of the Act) be in such form as the directors may from time to time by resolution
approve and, subject to subsection 55(3) of the Act, such certificates shall be
signed manually by at least one director or officer of the Corporation or by or
on behalf of a registrar, transfer agent, branch transfer agent or issuing or
other authenticating agent of the Corporation, or by a trustee who certifies it
in accordance with a trust indenture, and any additional signatures required on
a security certificate may be printed or otherwise mechanically reproduced
thereon. Notwithstanding any change in the persons holding an office between the
time of actual signing and the issuance of any certificate and notwithstanding
that a person signing may not have held office at the date of issuance of such
certificate, any such certificate so signed shall be valid and binding upon the
Corporation.

48. TRANSFER AGENTS.  For each class of securities and warrants issued by the
Corporation, the directors may from time to time by resolution appoint or
remove,

    (a) a trustee, transfer agent or other agent to keep the securities register
       and the register of transfer and one or more persons or agents to keep
       branch registers; and

    (b) a registrar, trustee or agent to maintain a record of issued security
       certificates and warrants,

    and, subject to section 48 of the Act, one person may be appointed for the
purposes of both clauses (a) and (b) in respect of all securities and warrants
of the Corporation or any class or classes thereof.

49. SURRENDER OF SECURITY CERTIFICATES.  Subject to the Act, no transfer of a
security issued by the Corporation shall be recorded or registered unless and
until (i) the security certificate representing the security to be transferred
has been surrendered and cancelled, or (ii) if no security certificate has been
issued by the Corporation in respect of such share, a duly executed security
transfer power in respect thereof has been presented for registration.

50. DEFACED, DESTROYED, STOLEN OR LOST SECURITY CERTIFICATES.  In case of the
defacement, destruction, theft or loss of a security certificate, the fact of
such defacement, destruction, theft or loss shall be reported by the owner to
the Corporation or to an agent of the Corporation (if any) acting on behalf of
the Corporation, with a statement verified by oath or statutory declaration as
to the defacement, destruction, theft or loss and the circumstances concerning
the same and with a request for the issuance of a new security certificate to
replace the one so defaced, destroyed, stolen or lost. Upon the giving to the
Corporation (or, if there be an agent, hereinafter in this paragraph referred to
as the "Corporation's agent", then to the Corporation and the Corporation's
agent) of an indemnity bond of a surety company in such form as is approved by
the directors or by the Chairman of the Board (if any), the President, a
Vice-President, the Secretary or the Treasurer of the Corporation, indemnifying
the Corporation (and the Corporation's agent, if any) against all loss, damage
and expense, which the Corporation and/or the Corporation's agent may suffer or
be liable for by reason of the issuance of a new security certificate to such
shareholder, and provided the Corporation or the Corporation's agent does not
have notice that the security has been acquired by a bona fide purchaser, a new
security certificate may be issued in replacement of the one defaced, destroyed,
stolen or lost, if such issuance is ordered and authorized by any one of the
Chairman of the Board (if any), the President, a Vice-President, the Secretary
or the Treasurer of the Corporation or by resolution of the directors.

                                       30
<PAGE>
                                   DIVIDENDS

51. The directors may from time to time by resolution declare and the
Corporation may pay dividends on its issued shares, subject to the provisions
(if any) of the Corporation's articles.

    The directors shall not declare and the Corporation shall not pay a dividend
if there are reasonable grounds for believing that:

    (a) the Corporation is, or, after the payment, would be unable to pay its
       liabilities as they become due; or

    (b) the realizable value of the Corporation's assets would thereby be less
       than the aggregate of its liabilities and stated capital of all classes.

    The directors may declare and the Corporation may pay a dividend by issuing
fully paid shares of the Corporation or options or rights to acquire fully paid
shares of the Corporation and, subject to section 38 of the Act, the Corporation
may pay a dividend in money or property.

52. In case several persons are registered as the joint holders of any
securities of the Corporation, any one of such persons may give effectual
receipts for all dividends and payments on account of dividends, principal,
interest and/or redemption payments on redemption of securities (if any) subject
to redemption in respect of such securities.

                                  RECORD DATES

53. Subject to subsection 95(4) of the Act, the directors may fix in advance a
date as the record date for the determination of shareholders (i) entitled to
receive payment of a dividend, (ii) entitled to participate in a liquidation or
distribution, or (iii) for any other purpose except the right to receive notice
of or to vote at a meeting of shareholders, but such record date shall not
precede by more than 50 days the particular action to be taken.

    If no record date is fixed, the record date for the determination of
shareholders for any purpose, other than to establish a record date for the
determination of shareholders entitled to receive notice of a meeting of
shareholders or to vote, shall be the close of business on the day on which the
directors pass the resolution relating thereto.

                       VOTING SECURITIES IN OTHER ISSUERS

54. All securities of any other body corporate or issuer of securities carrying
voting rights held from time to time by the Corporation may be voted at all
meetings of shareholders, bondholders, debenture holders or holders of such
securities, as the case may be, of such other body corporate or issuer and in
such manner and by such person or persons as the directors of the Corporation
shall from time to time determine and authorize by resolution. The duly
authorized signing officers of the Corporation may also from time to time
execute and deliver for and on behalf of the Corporation proxies and/or arrange
for the issuance of voting certificates and/or other evidence of the right to
vote in such names as they may determine without the necessity of a resolution
or other action by the directors.

                                 NOTICES, ETC.

55. SERVICE.  Any notice or other document required to be given or sent by the
Corporation to any shareholder or director of the Corporation shall be delivered
personally or sent by prepaid mail or by telegram, telex or other electronic
means that produces a written copy addressed to:

    (a) the shareholder at his latest address as shown on the records of the
       Corporation or its transfer agent; and

    (b) the director at his latest address as shown in the records of the
       Corporation or in the last notice filed under the CORPORATIONS
       INFORMATION ACT, whichever is the more current.

                                       31
<PAGE>
    With respect to every notice or other document sent by prepaid mail it shall
be sufficient to prove that the envelope or wrapper containing the notice or
other document was properly addressed and put into a post office or into a post
office letter box and shall be deemed to be received by the addressee on the
fifth day after mailing.

56. If the Corporation sends a notice or document to a shareholder and the
notice or document is returned on three consecutive occasions because the
shareholder cannot be found, the Corporation is not required to send any further
notices or documents to the shareholder until he informs the Corporation in
writing of his new address.

57. SHARES REGISTERED IN MORE THAN ONE NAME.  All notices or other documents
shall, with respect to any shares in the capital of the Corporation registered
in more than one name, be given to whichever of such persons is named first in
the records of the Corporation and any notice or other document so given shall
be sufficient notice or delivery of such document to all the holders of such
shares.

58. PERSONS BECOMING ENTITLED BY OPERATION OF LAW.  Every person who by
operation of law, transfer or by any other means whatsoever shall become
entitled to any shares in the capital of the Corporation shall be bound by every
notice or other document in respect of such shares which prior to his name and
address being entered on the records of the Corporation shall have been duly
given to the person or persons from whom he derives his title to such shares.

59. DECEASED SHAREHOLDER.  Any notice or other document delivered or sent by
post or left at the address of any shareholder as the same appears in the
records of the Corporation shall, notwithstanding that such shareholder be then
deceased and whether or not the Corporation has notice of his death, be deemed
to have been duly served in respect of the shares held by such shareholder
(whether held solely or with other persons) until some other person be entered
in his stead in the records of the Corporation as the holder or one of the
holders thereof and such service shall for all purposes be deemed a sufficient
service of such notice or other document on his heirs, executors or
administrators and all persons (if any) interested with him in such shares.

60. SIGNATURES TO NOTICES.  The signature of any director or officer of the
Corporation to any notice may be written, printed or otherwise mechanically
reproduced.

61. COMPUTATION OF TIME.  Where a given number of days' notice or notice
extending over any period is required to be given under any provisions of the
articles or by-laws of the Corporation, the day of service, posting or other
communication of the notice shall not be counted in such number of days or other
period, and such number of days or other period shall commence on the day
following the day of service, posting or other communication of the notice and
shall terminate at midnight of the last day of the period except that if the
last day of the period falls on a Sunday or holiday the period shall terminate
at midnight of the day next following that is not a Sunday or holiday.

62. PROOF OF SERVICE.  A certificate of any officer of the Corporation in office
at the time of the making of the certificate or of an agent of the Corporation
as to facts in relation to the mailing or delivery or service of any notice or
other documents to any shareholder, director, officer or auditor or publication
of any notice or other document shall be conclusive evidence thereof and shall
be binding on every shareholder, director, officer or auditor of the
Corporation, as the case may be.

                          CHEQUES, DRAFTS, NOTES, ETC.

63. All cheques, drafts or orders for the payment of money and all notes,
acceptances and bills of exchange shall be signed by such officer or officers or
other person or persons, whether or not officers of the Corporation, and in such
manner as the directors may from time to time designate by resolution.

                             CUSTODY OF SECURITIES

64. All securities (including warrants) owned by the Corporation shall be lodged
(in the name of the Corporation) with a chartered bank or a trust company or in
a safe or safety deposit box or, if so authorized by resolution of the
directors, with such other depositaries or in such other manner as may be
determined from time to time by the directors.

                                       32
<PAGE>
    All securities (including warrants) belonging to the Corporation may be
issued and held in the name of a nominee or nominees of the Corporation (and if
issued or held in the names of more than one nominee shall be held in the names
of the nominees jointly with the right of survivorship) and shall be endorsed in
blank with endorsement guaranteed in order to enable transfer thereof to be
completed and registration thereof to be effected.

                          EXECUTION OF CONTRACTS, ETC.

65. Contracts, documents or instruments in writing requiring the signature of
the Corporation may be signed by any director or officer and all contracts,
documents or instruments in writing so signed shall be binding upon the
Corporation without any further authorization or formality. The directors are
authorized from time to time by resolution to appoint any officer or officers or
any other person or persons on behalf of the Corporation either to sign
contracts, documents or instruments in writing generally or to sign specific
contracts, documents or instruments in writing.

    The corporate seal, if any, of the Corporation may, when required, be
affixed to contracts, documents or instruments in writing signed as aforesaid or
by an officer or officers, person or persons appointed as aforesaid by
resolution of the board of directors.

    The term "contracts, documents or instruments in writing" as used in this
by-law shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
powers of attorney, agreements, releases, receipts and discharges for the
payment of money or other obligations, conveyances, transfers and assignments of
securities and all paper writings.

    In particular, without limiting the generality of the foregoing, any
director or officer is authorized to sell, assign, transfer, exchange, convert
or convey all securities owned by or registered in the name of the Corporation
and to sign and execute (under the seal of the Corporation or otherwise) all
assignments, transfers, conveyances, powers of attorney and other instruments
that may be necessary for the purpose of selling, assigning, transferring,
exchanging, converting or conveying any such securities.

    The signature or signatures of any such officer or director of the
Corporation and/or of any other officer or officers, person or persons appointed
as aforesaid by resolution of the directors may, if specifically authorized by
resolution of the directors, be printed, engraved, lithographed or otherwise
mechanically reproduced upon all contracts, documents or instruments in writing
or bonds, debentures or other securities of the Corporation executed or issued
by or on behalf of the Corporation and all contracts, documents or instruments
in writing or securities of the Corporation on which the signature or signatures
of any of the foregoing officers, directors or persons shall be so reproduced,
by authorization by resolution of the directors, shall be deemed to have been
manually signed by such officers, directors or persons whose signature or
signatures is or are so reproduced and shall be as valid to all intents and
purposes as if they had been signed manually and notwithstanding that the
officers, directors or persons whose signature or signatures is or are so
reproduced may have ceased to hold office at the date of the delivery or issue
of such contracts, documents or instruments in writing or securities of the
Corporation.

                                 FINANCIAL YEAR

66. The financial year of the Corporation shall terminate on such day in each
year as the board of directors may from time to time by resolution determine.

                                       33
<PAGE>
                                   SCHEDULE B
                RESOLUTION OF THE SHAREHOLDERS OF CELESTICA INC.
                 LONG-TERM INCENTIVE PLAN AMENDMENT RESOLUTION

1.  The amendment to the Long-Term Incentive Plan of the Corporation (the
    "LTIP") to increase the maximum number of Subordinate Voting Shares of the
    Corporation (the "Subordinate Voting Shares") which may be issued under
    options or rights granted under the LTIP from 15,000,000 Subordinate Voting
    Shares to 23,000,000 Subordinate Voting Shares be and is hereby approved;
    and

2.  any director or officer of the Corporation be and is hereby authorized, for,
    in the name and on behalf of the Corporation, to do all such acts and things
    and to execute, whether under the corporate seal of the Corporation or
    otherwise, and to deliver all such documents and instruments as may be
    considered necessary or desirable in order to carry out the provisions of
    this resolution.

                                       34
<PAGE>
                                   SCHEDULE C
                  STATEMENT OF CORPORATE GOVERNANCE PRACTICES

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
- ------------------------               --------
<S>  <C>                               <C>
1.   The Board of Directors should     The Board of Directors is elected annually to represent the
     explicitly assume                 interests of all shareholders. The mandate of the Board of
     responsibility for stewardship    Directors is to supervise the business and affairs of the
     of the Corporation.               Corporation, and in light of this obligation, the Board
                                       assumes responsibility for matters such as those set out
                                       below:

     As part of the overall
     stewardship responsibility,
     the Board should assume
     responsibility specifically
     for:

     (i) adoption of a strategic       (i) The adoption of a strategic planning process including
     planning process                  the review of long-term corporate objectives and industry
                                       positioning. Substantial strategic planning sessions are a
                                       regular part of the Board schedule.

     (ii) identification of            (ii) The regular review of the Corporation's overall
     principal risks and               business risks and ensuring that appropriate systems are in
          implementation of            place to address and manage such risks.
          risk-managing systems

     (iii) succession planning,        (iii) Succession planning for all senior management
     including appointing, training    positions and skills assessments of individuals identified
           and monitoring              to fill key roles.
           management

     (iv) communications policy        (iv) Review and approval of the contents of all major
                                       disclosure documents including the Annual Report, the
                                       Annual Information Form, the Management Information
                                       Circular and all Prospectuses; and ensuring compliance with
                                       the Corporation's continuous disclosure obligations. The
                                       Corporation complies with the U.S. Securities and Exchange
                                       Commission's Regulation FD and follows fair disclosure
                                       practices for the benefit of its shareholders.

     (v) the integrity of internal     (v) The integrity of the Corporation's internal business
     control and management infor-     controls and management information systems, which the
         mation systems                Board and the Audit Committee monitor and assess regularly
                                       with management and with the Auditor.

2.   Majority of directors should      The Board of Directors has considered the relationship of
     be "unrelated" (free from         each of its directors to the Corporation and has determined
     conflicting interest).            that a majority of the Board of Directors is composed of
                                       directors that are unrelated to the Corporation. The Board
                                       of Directors, in addition to including a majority of
                                       unrelated directors, comprises five directors who do not
                                       have interests or relations with either the Corporation or
                                       its significant shareholder, Onex. The five directors who
                                       do not have interests or relations with either the
                                       Corporation or Onex are Messrs. Crandall, Love, Martin,
                                       Tapscott and Walter.
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
- ------------------------               --------
<S>  <C>                               <C>
3.   Disclose for each director        Messrs. Crandall, Love, Martin, Hilson, Melman, Schwartz,
     whether he or she is related,     Tapscott and Walter have no material business or other
     and how that conclusion was       relationship with the Corporation or members of the
     reached.                          Corporation's management, other than their positions as
                                       directors, optionees and shareholders, and as a result, the
                                       Board of Directors has determined that each of
                                       Messrs. Crandall, Love, Martin, Hilson, Melman, Schwartz,
                                       Tapscott and Walter is an unrelated director. The Board of
                                       Directors has determined that Mr. Polistuk, as Chief
                                       Executive Officer of the Corporation, and Mr. Puppi, as
                                       Executive Vice-President and Chief Financial Officer of the
                                       Corporation, are not unrelated directors because they are
                                       members of the Corporation's management.

4.   Appoint a Committee composed      The Board of Directors has not appointed a committee of
     of non-management directors, a    directors with responsibility for proposing nominees to the
     majority of whom are unrelated    Board of Directors or assessing directors' performance on
     directors, responsible for the    an ongoing basis. The Board of Directors does not believe
     appointment/assessment of         that such a committee is currently necessary given that the
     directors.                        Board of Directors has recently been reconstituted.
                                       Additional directors will be proposed from time to time as
                                       the Board of Directors considers appropriate.

5.   Implement a process for           While the Board of Directors has not implemented a formal
     assessing the effectiveness of    process for evaluating its performance or the performance
     the Board, its Committees and     of individual directors, the Board informally reviews its
     individual directors.             role on an ongoing basis. In addition, the directors are
                                       encouraged to discuss any issues and to raise specific
                                       matters with the Chairman or with each other.

6.   Provide orientation and           New directors will be oriented to the business and affairs
     education programs for new        of the Corporation through discussions with management and
     directors.                        other directors and by periodic presentations from senior
                                       management on major business, industry and competitive
                                       issues.

7.   Examination of the size of the    The Board of Directors believes that its size is
     Board and consideration with a    appropriate given the size and complexity of the
     view to determine the impact      Corporation's business.
     of the number upon                Concurrently with the Corporation's initial public
     effectiveness.                    offering, the size of the Board of Directors was increased
                                       from four to ten. The directors prior to the initial public
                                       offering, Eugene Polistuk, Anthony Puppi, Mark Hilson and
                                       Anthony Melman, remained as directors, and Robert Crandall,
                                       Richard Love, Roger Martin, Gerald Schwartz and John Walter
                                       were elected as directors of the Corporation. This
                                       reorganization resulted in a balanced representation on the
                                       Board of Directors among management, the principal share-
                                       holder and unrelated directors. In September 1998, Don
                                       Tapscott was elected a director of the Corporation by the
                                       Board of Directors.

8.   Review the adequacy and form      The Board of Directors has considered the remuneration paid
     of compensation of directors      to directors and considers it appropriate in light of the
     in light of risks and             time commitment and risks and responsibilities involved.
     responsibilities.

9.   Committees should generally be    The Board of Directors has established three standing
     composed of non-management        committees of three directors, each with a specific
     directors, the majority of        mandate. The Executive Committee includes a majority of
     whom are unrelated.               unrelated directors. The Audit Committee and Compensation
                                       Committee each are composed of unrelated directors.
</TABLE>

                                       36
<PAGE>

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
- ------------------------               --------
<S>  <C>                               <C>
10.  The Board should assume           The Board of Directors has not appointed a committee of
     responsibility for or appoint     directors with responsibility for corporate governance
     a Committee responsible for       issues. The Board of Directors as a whole assumes
     approach to corporate             responsibility for corporate governance issues.
     governance issues. This
     committee would, among other
     things, be responsible for the
     response to the TSE
     Guidelines.

11.  Develop position descriptions     The Board of Directors has not developed position
     for the Board and for the CEO,    descriptions for itself or for the Chief Executive Officer
     involving the definition of       because it believes that such individuals' respective
     limits for management's           responsibilities are well understood. All of the directors
     responsibilities.                 who joined the Board of Directors following the initial
                                       public offering have extensive business experience and
                                       directorship responsibilities on the boards of other public
                                       and private institutions.
                                       The Board of Directors requires management to obtain the
                                       Board of Directors' approval for all significant decisions,
                                       including major financings, acquisitions, dispositions,
                                       budgets, capital expenditures and executive appointments.
                                       The Board of Directors expects management to keep it aware
                                       of the Corporation's performance and events affecting the
                                       Corporation's business, including opportunities in the
                                       marketplace and adverse or positive developments.
                                       The Board of Directors retains responsibility for any
                                       matter which has not been delegated to senior management or
                                       to a committee of directors.

     The Board should develop the      The Board of Directors approves specific financial and
     corporate objectives which the    business objectives which the CEO is responsible for
     CEO is responsible for            meeting.
     meeting.

12.  Establish appropriate             The Board of Directors includes only two directors that are
     procedures to enable the Board    members of the Corporation's management while eight
     to function independently of      directors are not part of the Corporation's management.
     management.

     An appropriate structure would    Mr. Polistuk, who is the Chief Executive Officer, currently
     be to (i) appoint a Chairman      serves as Chairman of the Board of Directors. The Board has
     of the Board who is not a         elected to comply with this Guideline through adoption of
     member of management with         procedures such as regular meetings of the eight
     responsibility to ensure that     non-management members of the Board without management
     the Board discharges its          present. These sessions are a scheduled part of every Board
     responsibilities or               of Directors meeting. The Board of Directors also has
     (ii) adopt alternate means        access to information independent of management through the
     such as assigning this            Corporation's external Auditors.
     responsibility to a committee
     of the board or to a director,
     sometimes referred to as the
     "lead director".

     Appropriate procedures may        The Board of Directors is of the view that appropriate
     involve the Board meeting on a    structures and procedures are in place to ensure that it
     regular basis without             can function independently of management, and at the same
     management present or may         time, the Corporation receives the benefit of having a
     involve expressly assigning       Chairman of the Board with extensive experience and
     responsibility for                knowledge of the Corporation's business.
     administering the Board's
     relationship to management to
     a committee of the Board.
</TABLE>

                                       37
<PAGE>

<TABLE>
<CAPTION>
TSE CORPORATE GOVERNANCE
COMMITTEE GUIDELINE                    COMMENTS
- ------------------------               --------
<S>  <C>                               <C>
13.  The Audit Committee should be     The Audit Committee is composed only of outside directors.
     composed only of outside
     directors.

     The roles and responsibilities    The Audit Committee has a well-defined mandate. It selects
     of the Audit Committee should     and engages, on behalf of Celestica, the independent public
     be specifically defined so as     accountants to audit Celestica's annual financial
     to provide appropriate            statements, and reviews and approves the planned scope of
     guidance to Audit Committee       the annual audit. The Audit Committee's duties include the
     members as to their duties.       review and approval of quarterly unaudited and annual
     The Audit Committee duties        audited financial statements with management and the
     should include oversight          Auditors prior to consideration by the Board of Directors;
     responsibility for management     monitoring the integrity of the Corporation's management
     reporting on internal control.    information systems and internal control procedures; and
     While it is management's          reviewing the adequacy of the Corporation's processes for
     responsibility to design and      identifying and managing risk, including the management of
     implement an effective system     risk with respect to environmental and health and safety
     of internal control, it is the    matters.
     responsibility of the Audit
     Committee to ensure that
     management has done so.

     The Audit Committee should        The Audit Committee has direct communication channels with
     have direct communication         the Auditors to discuss and review specific issues as
     channels with the internal and    appropriate.
     the external auditors to
     discuss and review specific
     issues as appropriate.

14.  Implement a system to enable      An individual director is entitled to engage an outside
     individual directors to engage    adviser at the expense of the Corporation in appropriate
     outside advisers, at the          circumstances provided that such director has obtained the
     corporation's expense. The        approval of the Chairman to do so.
     engagement of the outside
     advisor should be subject to
     the approval of an appro-
     priate committee of the Board.
</TABLE>

                                       38
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>a2042214zex-99_2.txt
<DESCRIPTION>MVS PROXY
<TEXT>

<PAGE>
                                 CELESTICA INC.

                                     PROXY

                                 FOR USE AT THE

                   ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

                          TO BE HELD ON APRIL 18, 2001

    THE UNDERSIGNED HOLDER OF MULTIPLE VOTING SHARES OF CELESTICA INC. (THE
"CORPORATION") HEREBY APPOINTS EUGENE V. POLISTUK, THE CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER OF THE CORPORATION OR, FAILING HIM, J. MARVIN MAGEE, THE
PRESIDENT OF THE CORPORATION OR, INSTEAD OF EITHER OF THE FOREGOING,
 ......................... AS THE NOMINEE OF THE UNDERSIGNED TO ATTEND AND ACT
FOR AND ON BEHALF OF THE UNDERSIGNED AT THE ANNUAL AND SPECIAL MEETING (THE
"MEETING") OF THE SHAREHOLDERS OF THE CORPORATION ("SHAREHOLDERS") TO BE HELD ON
THE 18TH DAY OF APRIL, 2001 AND AT ANY ADJOURNMENT(S) OR POSTPONEMENT(S) OF THE
MEETING, WITH THE SAME POWERS THE UNDERSIGNED WOULD HAVE IF THE UNDERSIGNED WAS
PRESENT AT THE MEETING, OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) OF THE MEETING,
WITH POWER OF SUBSTITUTION, AND WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE NOMINEE IS DIRECTED TO VOTE AS SPECIFIED BELOW:

                                 1.  TO VOTE FOR / / OR TO WITHHOLD FROM VOTING
                                    FOR / / the election of directors.

                                 2.  TO VOTE FOR / / OR TO WITHHOLD FROM VOTING
                                    FOR / / the appointment of auditors and the
                                    authorization of the directors to fix the
                                    remuneration of the auditors.

                                 3.  TO VOTE FOR / / OR AGAINST / / the
                                    resolution confirming (i) the enactment of a
                                    by-law repealing the by-law of the
                                    Corporation relating to the quorum for a
                                    Shareholders' meeting and repealing the
                                    by-law of the Corporation relating generally
                                    to the conduct of the affairs of the
                                    Corporation, and (ii) the enactment of a
                                    by-law relating to the conduct of the
                                    affairs of the Corporation (the "By-Law
                                    Enactment Resolution"), the full text of
                                    which is set forth in Schedule A to the
                                    Corporation's Management Information
                                    Circular dated March 9, 2001.

                                 4.  TO VOTE FOR / / OR AGAINST / / the
                                    resolution approving the amendment to the
                                    Long-Term Incentive Plan of the Corporation
                                    to increase the maximum number of
                                    subordinate voting shares of the Corporation
                                    reserved for issuance thereunder (the "LTIP
                                    Amendment Resolution"), the full text of
                                    which is set forth in Schedule B to the
                                    Corporation's Management Information
                                    Circular dated March 9, 2001.

                                 5.  To vote at the nominee's discretion upon
                                    any amendments or variations to the matters
                                    specified in the notice of the Meeting or
                                    upon any other matters as may properly come
                                    before the Meeting or any adjournment(s) or
                                    postponement(s) thereof.

                                     IF NO SPECIFICATION AS TO VOTING IS MADE,
                                 THIS PROXY WILL BE VOTED FOR THE ELECTION OF
                                 MANAGEMENT'S NOMINEES AS DIRECTORS, FOR THE
                                 APPOINTMENT OF MANAGEMENT'S NOMINEES AS
                                 AUDITORS AND THE AUTHORIZATION OF THE BOARD OF
                                 DIRECTORS OF THE CORPORATION TO FIX THE
                                 REMUNERATION OF THE AUDITORS, FOR THE BY-LAW
                                 ENACTMENT RESOLUTION AND FOR THE LTIP AMENDMENT
                                 RESOLUTION, ALL AS DESCRIBED IN THE MANAGEMENT
                                 INFORMATION CIRCULAR. IF ANY AMENDMENTS OR
                                 VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE
                                 OF MEETING ARE PROPOSED AT THE MEETING OR IF
                                 ANY OTHER MATTERS PROPERLY COME BEFORE THE
                                 MEETING, DISCRETIONARY AUTHORITY IS HEREBY
                                 CONFERRED WITH RESPECT TO SUCH MATTERS. The
                                 undersigned hereby revokes any proxy previously
                                 given by the undersigned.

                                     THIS PROXY IS SOLICITED ON BEHALF OF THE
                                 MANAGEMENT OF THE CORPORATION. SHAREHOLDERS MAY
                                 APPOINT A PROXYHOLDER OTHER THAN THE PERSONS
                                 DESIGNATED ABOVE TO ATTEND AND ACT ON THEIR
                                 BEHALF AT THE MEETING AND MAY EXERCISE SUCH
                                 RIGHT BY INSERTING THE NAME OF THEIR NOMINEE IN
                                 THE BLANK SPACE PROVIDED FOR THIS PURPOSE OR BY
                                 COMPLETING ANOTHER PROPER FORM OF PROXY.

                                 DATED the ____________ day of __________, 2001.

                                 _______________________________________________

                                            Signature of Shareholder

                                 _______________________________________________

                                       Name of Shareholder (Please print)
<PAGE>
NOTES

1.  Kindly fill in and sign this form of proxy and return it in the envelope
    provided. TO BE EFFECTIVE, PROXIES MUST BE DEPOSITED WITH COMPUTERSHARE
    TRUST COMPANY OF CANADA AS AGENT FOR MONTREAL TRUST COMPANY OF CANADA,
    100 UNIVERSITY AVENUE, 11TH FLOOR, TORONTO, ONTARIO M5J 2Y1, ANY TIME UP TO
    5:00 P.M. (TORONTO TIME) ON APRIL 17, 2001 OR AT LEAST 24 HOURS, EXCLUDING
    SATURDAY AND HOLIDAYS, PRIOR TO ANY ADJOURNMENT OR POSTPONEMENT OF THE
    MEETING AT WHICH THE PROXY IS TO BE USED, OR WITH THE CHAIRMAN OF THE
    MEETING PRIOR TO THE COMMENCEMENT OF THE MEETING OR ANY ADJOURNMENT(S) OR
    POSTPONEMENT(S) THEREOF AT WHICH THE PROXY IS TO BE USED.

2.  If a Shareholder wishes to be represented at the Meeting by proxy, the proxy
    must be dated and executed by the Shareholder or the Shareholder's attorney
    authorized in writing or, if the Shareholder is a corporation, under its
    corporate seal or by an officer or attorney of the corporation duly
    authorized. If this proxy is not dated in the space provided, it will be
    deemed to be dated as of the date on which it was mailed to Shareholders by
    management of the Corporation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>a2042214zex-99_3.txt
<DESCRIPTION>SVS PROXY
<TEXT>

<PAGE>
                                 CELESTICA INC.

                                     PROXY

                                 FOR USE AT THE

                   ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

                          TO BE HELD ON APRIL 18, 2001

    THE UNDERSIGNED HOLDER OF SUBORDINATE VOTING SHARES OF CELESTICA INC. (THE
"CORPORATION") HEREBY APPOINTS EUGENE V. POLISTUK, THE CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER OF THE CORPORATION OR, FAILING HIM, J. MARVIN MAGEE, THE
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION OR, INSTEAD OF EITHER
OF THE FOREGOING, ......................... AS THE NOMINEE OF THE UNDERSIGNED TO
ATTEND AND ACT FOR AND ON BEHALF OF THE UNDERSIGNED AT THE ANNUAL AND SPECIAL
MEETING (THE "MEETING") OF THE SHAREHOLDERS OF THE CORPORATION ("SHAREHOLDERS")
TO BE HELD ON THE 18TH DAY OF APRIL, 2001 AND AT ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) OF THE MEETING, WITH THE SAME POWERS THE UNDERSIGNED WOULD HAVE
IF THE UNDERSIGNED WAS PRESENT AT THE MEETING, OR ANY ADJOURNMENT(S) OR
POSTPONEMENT(S) OF THE MEETING, WITH POWER OF SUBSTITUTION, AND WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE NOMINEE IS DIRECTED TO VOTE AS SPECIFIED
BELOW:

                                 1.  TO VOTE FOR / / OR TO WITHHOLD FROM VOTING
                                    FOR / / the election of directors.

                                 2.  TO VOTE FOR / / OR TO WITHHOLD FROM VOTING
                                    FOR / / the appointment of auditors and the
                                    authorization of the directors to fix the
                                    remuneration of the auditors.

                                 3.  TO VOTE FOR / / OR AGAINST / / the
                                    resolution confirming (i) the enactment of a
                                    by-law repealing the by-law of the
                                    Corporation relating to the quorum for a
                                    Shareholders' meeting and repealing the
                                    by-law of the Corporation relating generally
                                    to the conduct of the affairs of the
                                    Corporation, and (ii) the enactment of a
                                    by-law relating to the conduct of the
                                    affairs of the Corporation (the "By-Law
                                    Enactment Resolution"), the full text of
                                    which is set forth in Schedule A to the
                                    Corporation's Management Information
                                    Circular dated March 9, 2001.

                                 4.  TO VOTE FOR / / OR AGAINST / / the
                                    resolution approving the amendment to the
                                    Long-Term Incentive Plan of the Corporation
                                    to increase the maximum number of
                                    subordinate voting shares of the Corporation
                                    reserved for issuance thereunder (the "LTIP
                                    Amendment Resolution"), the full text of
                                    which is set forth in Schedule B to the
                                    Corporation's Management Information
                                    Circular dated March 9, 2001.

                                 5.  To vote at the nominee's discretion upon
                                    any amendments or variations to the matters
                                    specified in the notice of the Meeting or
                                    upon any other matters as may properly come
                                    before the Meeting or any adjournment(s) or
                                    postponement(s) thereof.

                                     IF NO SPECIFICATION AS TO VOTING IS MADE,
                                 THIS PROXY WILL BE VOTED FOR THE ELECTION OF
                                 MANAGEMENT'S NOMINEES AS DIRECTORS, FOR THE
                                 APPOINTMENT OF MANAGEMENT'S NOMINEES AS
                                 AUDITORS AND THE AUTHORIZATION OF THE BOARD OF
                                 DIRECTORS OF THE CORPORATION TO FIX THE
                                 REMUNERATION OF THE AUDITORS, FOR THE BY-LAW
                                 AMENDMENT RESOLUTION AND FOR THE LTIP AMENDMENT
                                 RESOLUTION, ALL AS DESCRIBED IN THE MANAGEMENT
                                 INFORMATION CIRCULAR. IF ANY AMENDMENTS OR
                                 VARIATIONS TO MATTERS IDENTIFIED IN THE NOTICE
                                 OF MEETING ARE PROPOSED AT THE MEETING OR IF
                                 ANY OTHER MATTERS PROPERLY COME BEFORE THE
                                 MEETING, DISCRETIONARY AUTHORITY IS HEREBY
                                 CONFERRED WITH RESPECT TO SUCH MATTERS. The
                                 undersigned hereby revokes any proxy previously
                                 given by the undersigned.

                                     THIS PROXY IS SOLICITED ON BEHALF OF THE
                                 MANAGEMENT OF THE CORPORATION. SHAREHOLDERS MAY
                                 APPOINT A PROXYHOLDER OTHER THAN THE PERSONS
                                 DESIGNATED ABOVE TO ATTEND AND ACT ON THEIR
                                 BEHALF AT THE MEETING AND MAY EXERCISE SUCH
                                 RIGHT BY INSERTING THE NAME OF THEIR NOMINEE IN
                                 THE BLANK SPACE PROVIDED FOR THIS PURPOSE OR BY
                                 COMPLETING ANOTHER PROPER FORM OF PROXY.

                                 DATED the ____________ day of __________, 2001.

                                 _______________________________________________

                                            Signature of Shareholder

                                 _______________________________________________

                                       Name of Shareholder (Please print)
<PAGE>
NOTES

1.  Kindly fill in and sign this form of proxy and return it in the envelope
    provided. TO BE EFFECTIVE, PROXIES MUST BE DEPOSITED WITH COMPUTERSHARE
    TRUST COMPANY OF CANADA AS AGENT FOR MONTREAL TRUST COMPANY OF CANADA,
    100 UNIVERSITY AVENUE, 11TH FLOOR, TORONTO, ONTARIO M5J 2Y1, ANY TIME UP TO
    5:00 P.M. (TORONTO TIME) ON APRIL 17, 2001 OR AT LEAST 24 HOURS, EXCLUDING
    SATURDAY AND HOLIDAYS, PRIOR TO ANY ADJOURNMENT OR POSTPONEMENT OF THE
    MEETING AT WHICH THE PROXY IS TO BE USED, OR WITH THE CHAIRMAN OF THE
    MEETING PRIOR TO THE COMMENCEMENT OF THE MEETING OR ANY ADJOURNMENT(S) OR
    POSTPONEMENT(S) THEREOF AT WHICH THE PROXY IS TO BE USED.

2.  If a Shareholder wishes to be represented at the Meeting by proxy, the proxy
    must be dated and executed by the Shareholder or the Shareholder's attorney
    authorized in writing or, if the Shareholder is a corporation, under its
    corporate seal or by an officer or attorney of the corporation duly
    authorized. If this proxy is not dated in the space provided, it will be
    deemed to be dated as of the date on which it was mailed to Shareholders by
    management of the Corporation.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>5
<FILENAME>a2042214zex-99_4.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>

<PAGE>

[PHOTO]

                                     [LOGO]



<PAGE>



[PHOTO]    INVESTOR REPORT
           CARD 2000




REVENUE         - 3RD STRAIGHT YEAR OF
                  GROWTH OVER 60%

ADJUSTED
NET EARNINGS    - 3RD STRAIGHT YEAR GROWING FASTER
                  THAN REVENUE

OPERATING
MARGINS         - CONSECUTIVE YEAR-OVER-YEAR
                  EXPANSION SINCE 1998

ROIC            - 3 STRAIGHT QUARTERS OF SEQUENTIAL
                  IMPROVEMENT

<PAGE>

                            FINANCIAL HIGHLIGHTS 2000

                             QUARTERLY PERFORMANCE

REVENUE GROWTH
(U.S.$ millions)

[GRAPHIC]

Q1       $1,612
Q2       $2,092
Q3       $2,600
Q4       $3,448


SEQUENTIAL OPERATING MARGIN(1)
(percentage of revenue)

[GRAPHIC]

Q1       3.3%
Q2       3.5%
Q3       3.8%
Q4       4.0%


ADJUSTED NET EARNINGS GROWTH(2)
(U.S.$ millions)

[GRAPHIC]

Q1       $39.5
Q2       $63.7
Q3       $83.9
Q4       $117.0


ADJUSTED NET EARNINGS PER SHARE(2)
(U.S.$ fully diluted)

[GRAPHIC]

Q1       $0.20
Q2       $0.30
Q3       $0.39
Q4       $0.52


SEQUENTIAL SG & A(5)
(percentage of revenue)

[GRAPHIC]

Q1       3.6%
Q2       3.5%
Q3       3.3%
Q4       3.2%


SEQUENTIAL ROIC(3) STRENGTH
(percentage)

[GRAPHIC]

Q1       18.1%
Q2       19.1%
Q3       20.6%
Q4       26.0%


<PAGE>

                               ANNUAL PERFORMANCE

REVENUE GROWTH
(U.S.$ billions)

[GRAPHIC]

1998     $3.2
1999     $5.3
2000     $9.8


SEQUENTIAL OPERATING MARGIN (1)
(percentage of revenue)

[GRAPHIC]

1998     3.1%
1999     3.4%
2000     3.7%


ADJUSTED NET EARNINGS GROWTH(2)
(U.S.$ millions)

[GRAPHIC]

1998     $45.3
1999     $123.0
2000     $304.1


ADJUSTED NET EARNINGS PER SHARE(2)
(U.S.$ fully diluted)

[GRAPHIC]

1998     $0.42
1999     $0.71
2000     $1.44


SHARE PERFORMANCE NYSE(4)
(U.S.$)

[GRAPHIC]

June 30, 1998              $ 8.75
December 31, 2000          $54.25


[GRAPH]


<PAGE>

                                                               CORPORATE PROFILE

CELESTICA IS THE THIRD LARGEST ELECTRONICS MANUFACTURING SERVICES (EMS) PROVIDER
WITH REVENUE OF U.S.$9.8 BILLION IN 2000. WE HAVE 7 MILLION SQUARE FEET OF
ADVANCED MANUFACTURING AND SUPPORT OPERATIONS THROUGH 35 LOCATIONS IN 12
COUNTRIES IN THE AMERICAS, EUROPE AND ASIA.

Our reputation has been built on manufacturing the most complex range of
products and providing advanced end-to-end supply chain solutions for end
markets such as communications (optical, networking, wireless and high speed
access), servers, storage, workstations and personal computers. Our services
include design, prototyping, assembly, testing, product assurance, supply chain
management, worldwide distribution, repair and after sales support.

Our customers are a mix of the world's leading and emerging technology companies
including Cisco Systems, Dell Computer, EMC Corporation, Hewlett-Packard, IBM,
JDS Uniphase, Juniper Networks, Lucent Technologies, Motorola Corporation, NEC
Corporation, Nortel Networks, Sun Microsystems, Sycamore Networks and others.

Our company has 30,000 employees and has built a strong corporate culture with
an intense focus on customer satisfaction. We use a goal-oriented approach for
growth, profitability and returns and have a current interim revenue goal of $20
billion by 2003.


                                                                        CONTENTS
<TABLE>

<S>                                                           <C>
Investor Report Card and Financial Highlights                 Inside Front Cover
- --------------------------------------------------------------------------------
Corporate Profile                                                              1
- --------------------------------------------------------------------------------
Chairman's Message                                                             2
- --------------------------------------------------------------------------------
Celestica's Foundations For Growth                                          6-15
- --------------------------------------------------------------------------------
Unaudited Quarterly Financial Highlights                                      17
- --------------------------------------------------------------------------------
Management's Discussion and Analysis                                          18
- --------------------------------------------------------------------------------
Management's Responsibility for Financial Statements, Auditors' Report        25
- --------------------------------------------------------------------------------
Consolidated Financial Statements                                             26
- --------------------------------------------------------------------------------
Notes to Consolidated Financial Statements                                    29
- --------------------------------------------------------------------------------
Share Information                                                             43
- --------------------------------------------------------------------------------
Directors                                                                     44
- --------------------------------------------------------------------------------
Officers of the Company                                                       45
- --------------------------------------------------------------------------------
Corporate Values                                                              46
- --------------------------------------------------------------------------------
Environmental Policy                                                          47
- --------------------------------------------------------------------------------
Corporate Information                                                         48
- --------------------------------------------------------------------------------
Global Locations                                                              49
- --------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                                        DEAR FELLOW SHAREHOLDERS


CELESTICA HAD AN EXCEPTIONAL YEAR IN 2000

- - We produced record financial results with very strong revenue and earnings
  growth and continued improvement in operating margins.

- - We continued to grow our business at significant rates in key end markets such
  as communications and servers, and we expanded strategic customer
  relationships through organic program wins and successful acquisitions.

- - We expanded our global footprint with acquisitions in the U.S., Italy and
  Brazil, and we continued to expand our capacity in our existing facilities
  such as the Czech Republic, Malaysia and Mexico.

- - We also expanded our presence in Japan - an emerging market for the EMS
  industry - as we prepare to participate in the future outsourcing
  opportunities in this market.

- - We continued to show our supply chain's exceptional capabilities by investing
  in information technology and working closely with our suppliers to ensure our
  customers had a stable and consistent component supply despite a very
  constrained environment.

In summary, 2000 was a year where Celestica delivered superior financial results
driven by exceptional execution and continuing growth in the outsourcing market.



[PHOTO]



EUGENE V. POLISTUK
CHAIRMAN AND C.E.O.


2  CELESTICA ANNUAL REPORT 2000


<PAGE>

STRONG TOP LINE AND BOTTOM LINE

We finished the year with revenue of $9.8 billion, an 84% increase from 1999,
and virtually achieved our $10 billion revenue goal one year ahead of schedule.
This also represented the third straight year that the company grew revenue in
excess of 60%.

Our strong revenue growth for the year was driven by a very robust organic
growth rate of 50% as we continued to benefit from the diversity of our
customers and end markets.

While our revenue goals were clearly on track, we were even more satisfied with
our success on the bottom line and our continually improving operating margins.
Adjusted EPS for the year was $1.44, up 103% from 1999, which again represented
EPS growth rates ahead of revenue growth rates. Operating margins - a key area
of focus at Celestica - improved to 3.7% in 2000, compared to 3.4% in 1999 and
3.1% in 1998. We saw sequential improvement in each quarter during 2000 due to
margin expansion initiatives such as improving capacity utilization and the
disciplined cost reduction programs taking hold.

SOLID GROWTH IN END MARKETS AND BY GEOGRAPHY

In 2000, we continued to see strength in all of our geographies. In the
Americas, revenue was up 75% to over $6 billion. In Europe, we saw revenue
increase 155% to $2.8 billion, and Asia finished the year up 61% and topped the
$1 billion mark in annual revenue. While revenue growth was strong in each
geography, operating margins in each region also improved.

As these numbers illustrate, the demand for outsourcing to Celestica was very
strong on a global basis. We also benefited from the quality of our exceptional
customer base and the diversity of the end markets we serve.

In communications, we finished the year with revenue of $3.1 billion, a 129%
increase over 1999. Virtually all of this revenue growth was achieved
organically across a diversified customer base such as Cisco Systems, Juniper
Networks, Lucent Technologies, Motorola Corporation, Nokia Corporation, Nortel
Networks, Sycamore Networks and others. We believe that the quality and
diversity of the customers we are engaged with - particularly in the areas of
optical, networking and wireless - are reflective of our technology leadership
that, in turn, has driven our strong growth.

Server-related business was also very strong in 2000, ending the year at $3.2
billion, or a 137% increase over 1999. Diversity of customers and programs -
with industry leading customers such as Hewlett-Packard, IBM and Sun
Microsystems - combined with our acquisition of IBM facilities in the U.S. and
Italy were key drivers in our server business growth.

INVESTING IN STRATEGIC INITIATIVES

Unquestionably, it was a great year for Celestica based on its growth and
financial results, but it is equally important to note that our financial
performance paralleled strong execution on many strategic initiatives.


                                                CELESTICA ANNUAL REPORT 2000  3


<PAGE>

In technology, Celestica continued to enhance its leadership by expanding
relationships in key technologies, such as photonics, where we worked with a
diverse base of optical customers such as Cisco Systems, JDS Uniphase, Lucent
Technologies, Nortel Networks, Sycamore Networks and others.

In the area of supply chain management we demonstrated our ability to
successfully handle accelerating growth while navigating through a very
challenging component shortage environment. Driving our success in this area has
been the investments we've made in information technology. We continued to
invest in supply chain technology in 2000, in emerging collaborative
applications such as Alventive, Partminer and Capstan. These firms are
developers of leading-edge tools and processes that, in addition to the
significant investments we have made over the past few years in collaborative
planning systems, allow us to provide seamless supply chain capabilities for our
customers.

In Japan, where the outsourcing potential is significant and the opportunities
just beginning, we opened Celestica Japan and have built a dedicated Celestica
team specifically focused on the relationships and opportunities in this market.
In addition, we expanded relationships with NEC on a global basis with two
acquisitions.

CELESTICA'S OUTSOURCING OPPORTUNITY

As you can see by Celestica's operational performance in 2000, we believe we
have built an exceptional organization capable of continuing to capitalize on
the significant outsourcing opportunity. Entering 2001, the drivers of the
outsourcing market remain strong and, as a result, we have established a new
interim revenue goal of $20 billion by 2003.


[PHOTO]


FROM LEFT TO RIGHT:
THOMAS TROPEA - VICE CHAIR, GLOBAL CUSTOMER UNITS AND WORLDWIDE MARKETING AND
BUSINESS DEVELOPMENT;
MARVIN MAGEE - PRESIDENT AND CHIEF OPERATING OFFICER;
EUGENE POLISTUK - CHAIRMAN AND CHIEF EXECUTIVE OFFICER;
ANTHONY PUPPI - EXECUTIVE VICE-PRESIDENT, CHIEF FINANCIAL OFFICER AND GENERAL
MANAGER, GLOBAL SERVICES


4  CELESTICA ANNUAL REPORT 2000


<PAGE>

Driving this new goal are many factors. In the recent rapid growth environment,
the EMS industry provided a strategic advantage to OEMs as it allowed an
unprecedented capability to scale quickly and capture critical time-to-market
advantages. In a more uncertain or slower growth environment, this strategic
benefit is complemented by more traditional economic benefits, where we are able
to offer customers quite simply the most cost effective and flexible
manufacturing model.


<TABLE>
<CAPTION>
                           2000                2003
                          ACTUALS             GOALS
                          -------             -----
<S>                    <C>                <C>
REVENUE                $9.8 BILLION       $20 BILLION
OPERATING MARGIN           3.7%         GREATER THAN 5%
CASH CYCLE               35 DAYS             25 DAYS
ROIC                      21.6%         GREATER THAN 30%
</TABLE>



We also believe that the diversity and quality of our customers and end markets
is an important characteristic of Celestica. We view our business as a
technology portfolio of multiple customers, multiple end markets and multiple
geographies where we are not overly dependent on any one source. We have a
high-quality customer portfolio of established global leaders and promising
future leaders and will continue to identify opportunities with new customers.

We also continue to see a significant pipeline of acquisition opportunities and
our approach will continue to be selective in what we pursue. We acquired some
excellent assets last year - which included operations from IBM in the U.S. and
in Italy and from NEC in Brazil - and we continue to see opportunity for
additional quality assets in the coming years that fit well with the various
operating and financial objectives we have established.

Since our inception, we have laid out clear goals and have been focused on doing
what we said we would do. Although we virtually achieved our $10 billion revenue
goal one year ahead of schedule, revenue growth is not and has not been our main
priority - improving returns is our priority. As a result, we are extremely
focused on improving our profitability and efficiency. We believe the company is
in a very good position to achieve these goals which reflect a significant value
generation opportunity for Celestica.

Finally, I would like to say that the significant performance demonstrated in
2000 could not have been achieved without the exceptional teamwork and high
performance of our global organization. We have 30,000 employees working in 12
countries around the world and I would like to recognize their relentless
dedication to our customers and their commitment to over-achieving our goals.


/s/ EUGENE V. POLISTUK
- ----------------------

Eugene V. Polistuk
Chairman and CEO


                                                 CELESTICA ANNUAL REPORT 2000  5


<PAGE>

                                                                 DIVERSIFICATION
                                       A REVENUE PORTFOLIO OF GLOBAL OPPORTUNITY

A DIVERSE "MUTUAL FUND" OF CUSTOMERS WHO REPRESENT AMONG THE WORLD'S LEADING
TECHNOLOGY FIRMS. THAT'S WHO OUR CUSTOMERS ARE. AMONG THEM: CISCO SYSTEMS, EMC
CORPORATION, HEWLETT-PACKARD, IBM, MOTOROLA CORPORATION, NOKIA CORPORATION,
NORTEL NETWORKS, SUN MICROSYSTEMS.

These are technology leaders servicing diverse end markets and global customers.
In 2000, our revenue growth continued to be driven by our diversity - diversity
by customer, diversity by end market and diversity by geography. Like a
financial portfolio or mutual fund, we strive to build a revenue stream that
allows Celestica to participate in key growth segments yet not be overly
dependent on any single customer or end market.

DIVERSITY BY CUSTOMER - In 2000, Celestica's top 10 customers represented 85% of
total revenue. For these customers, Celestica primarily manufactures the most
advanced technology products, often in multiple programs and multiple divisions.
These are top tier customers - technology leaders, successful adopters of the
outsourcing model, with excellent track records. They tend to be the leaders in
their field or amongst the leaders. Our longer term goal is to improve diversity
even further to where the top 10 customers may eventually represent 70% of our
revenue. Our growth has also benefited from a selective group of emerging
leaders such as Juniper Networks and Sycamore Networks, who can instantly
leverage from our global, world-class manufacturing capacity.

[PHOTO]

DIVERSITY BY END MARKET - Our customers sell their products into multiple end
markets. In 2000, 33% of our business was in the server market, 31% in
communications, 15% in workstations, 14% in storage, and 7% in PCs.
Communications and servers were our two fastest growing end markets.
Communications revenue was $3.1 billion and grew 129% in 2000, primarily through
strong organic growth in optical, networking, wireless and high speed access end
markets. Servers benefited from strong demand for internet infrastructure
buildout and the IBM acquisition completed in the first half of 2000. While it
represents our largest end market, we participate in multiple programs with
multiple customers such as Hewlett-Packard, IBM, Sun Microsystems, and others.

DIVERSITY BY GEOGRAPHY - Celestica's customers sell products globally. Celestica
has built its capabilities to support a customer's complete production and
supply chain needs on a global basis. Celestica's global approach helped drive
total revenue to $9.8 billion, with strong revenue growth in all three of its
geographies. In the Americas, revenue grew 75% to over $6 billion with more than
two-thirds of the growth being organic. In Europe, revenue grew 155% to $2.8
billion aided in part by the very successful acquisition of two IBM facilities
in Italy. And in Asia, we also showed continued strength and grew annual revenue
61% and topped the $1 billion mark.


6  CELESTICA ANNUAL REPORT 2000


<PAGE>

                            DIVERSITY OF CUSTOMERS,
                          END MARKETS AND GEOGRAPHIES
                              DROVE REVENUE UP 84%
                                TO $9.8 BILLION.


                                    [PHOTO]


<PAGE>

                                                           TECHNOLOGY LEADERSHIP
                                          AN INTENSE FOCUS ON PROVIDING ADVANCED
                                           TECHNOLOGY SERVICES FOR OUR CUSTOMERS

IT'S ABOUT BEING ABLE TO PROVIDE CUSTOMERS WITH THE MOST ADVANCED TECHNOLOGY
SERVICES THAT GIVE THEM THE CONFIDENCE TO ENTRUST THEIR MISSION-CRITICAL
PRODUCTS TO CELESTICA.

TECHNOLOGY LEADERSHIP IS CELESTICA - Within Celestica, there is a long
established history and commitment to building technology capabilities that
allow us to offer our customers the most advanced electronics manufacturing
services in our industry. Our corporate strategy references our approach to
technology: "Celestica is a company that provides its customers with innovative
technologies that are required today and anticipated for tomorrow. These
technologies give our customers a competitive advantage in their marketplace
which, in turn, differentiates Celestica in its industry."

The examples of our leadership and experience in technology manufacturing span
two decades. In the eighties, it was the development and testing of advanced
memory products and power systems. In the early nineties, it was our leadership
in miniaturization such as thin cards and flip chip on organic substrates, and a
focus on high interconnect density, including densely populated boards and
ball-grid array technologies. In the late nineties, it was our leadership in the
areas of optical networking, where we established our leadership in areas such
as photonic test automation, fiber splicing and fiber management. While these
examples of technology leadership are important, the real demonstration of our
technology expertise continues to be reflected in our ability to quickly deploy
these capabilities on a global basis.

CORE COMPETENCY IN ADVANCED TECHNOLOGY PRODUCTS - We tend to have relationships
with our customers at the most advanced and highest complexity range of their
products. In the information technology area, we are focused on high-end
servers, mainframes and workstations. In communications, we are biased towards
switching, routing and wired/wireless/optical transmission products. In areas of
storage, we participate in storage area networks, network-attached storage and
fiber channel. These products are mission-critical applications and our success
in these markets is based on our proven track record in test engineering and
reliability science processes.

OPTICAL LEADERSHIP - In 2000, we continued to scale in our optical capabilities.
Our capabilities include fiber management, fiber splicing optimization,
adhesives, high-speed test, failure analysis, assembly process development,
yield improvement and module assembly. Today Celestica is providing advanced
optical capabilities in nine facilities around the world. Customers include
Cisco Systems, Juniper Networks, Lucent Technologies, NEC Corporation, Nortel
Networks and Sycamore Networks. We announced a program with JDS Uniphase in 2000
where we began manufacturing optical amplifiers. This program is unique to
Celestica because of its photonic complexity with a wide range of optical
components integrated into its sub assembly. We introduced this program into our
Toronto facility and quickly migrated production to our Thailand facility with a
very successful start-up.

FUTURE TECHNOLOGY ROADMAP - Today, Celestica has over 2,500 engineers and has
established centers of technology excellence in each of our major geographic
regions around the world. We take a leadership role with our active
participation in numerous industry and academic associations which allow us to
share ideas and continue to build our knowledge base.


8  CELESTICA ANNUAL REPORT 2000


<PAGE>

                       CELESTICA'S CUSTOMER RELATIONSHIPS
                          ARE BIASED TOWARDS THE MOST
                        ADVANCED AND HIGHEST COMPLEXITY
                            RANGE OF THEIR PRODUCTS.

                                    [PHOTO]

<PAGE>

                                                             GLOBAL SUPPLY CHAIN
                                             DELIVERING SOPHISTICATED END-TO-END
                                        SUPPLY CHAIN SOLUTIONS FOR OUR CUSTOMERS

HOW CRITICAL TO OUR SUCCESS IS HAVING A WORLD-CLASS SUPPLY CHAIN ORGANIZATION?
THE PERSPECTIVE: IN 2000, CELESTICA'S SUPPLY CHAIN ORGANIZATION PROCURED AND
MANAGED OVER $8 BILLION IN COMPONENTS AND RELATED SERVICES FOR ITS CUSTOMERS.

SUPPLY CHAIN MANAGEMENT DRIVES THE EMS INDUSTRY - Celestica's global supply
chain organization is responsible for the management and procurement of billions
of dollars of components and related quality and manufacturing services. These
components include items such as complex circuit boards, application specific
integrated circuits, capacitors, resistors, plastics and system enclosures - all
used in the manufacturing of customers' products around the world. Our global
supply chain organization consists of thousands of professionals including
engineers and other specialists in the areas of information technology,
procurement, asset management and acquisition support and integration - who work
on global, local site or customer specific execution teams.

While the challenges for this organization are complex at the best of times, the
year 2000 was even more challenging as Celestica operated in an environment of
strong global growth and chronic component shortages seen all year throughout
the electronics industry. However, despite this challenging environment, the
results for Celestica were outstanding as our supply chain organization was able
to meet customer requirements on a global basis, which in turn drove significant
revenue growth in all geographies.

[PHOTO]

DRIVERS OF CELESTICA'S SUPPLY CHAIN SUCCESS - The success of Celestica's supply
chain management (SCM) is driven by multiple factors. Information Technology was
at the core of Celestica's SCM success last year as we reaped the benefits of
the investments made in this area. Our customers represent some of the largest
global developers of information technology and communications systems and need
to be able to do business with us seamlessly whether we are manufacturing for
them in the U.S., Thailand, Italy or the Czech Republic. To meet these needs,
Celestica utilizes an open-architecture enterprise resource planning (ERP)
system that is enhanced with best-of-breed applications. Our core ERP engines
(SAP and BPCS) are deployed globally and then enhanced with advanced supply
chain tools such as I2 (material planning and manufacturing), Aspect and Matrix
(engineering), SFDM (manufacturing) and Oracle (data management). These systems
are integrated to not only allow our customers to operate in the same, seamless
environment regardless of location, but they also allow us to control our
production facilities and identify the components required. An extension of
these systems is our investment in and deployment of advanced
Business-to-Business (B2B) tools. These B2B tools allow Celestica to get even
closer to its customers and suppliers in areas such as interactive design
(Alventive, Inc.), design for manufacturability (E4Enet Incorporated), component
procurement and dissipation (Partminer, Inc.) and order tracking and tracing
(Capstan Systems).


10  CELESTICA ANNUAL REPORT 2000


<PAGE>

                       IN 2000, CELESTICA'S SUPPLY CHAIN
                           ORGANIZATION PROCURED AND
                           MANAGED OVER $8 BILLION IN
                        COMPONENTS AND RELATED SERVICES.

                                    [PHOTO]

<PAGE>

                                                             GLOBAL ORGANIZATION
                                         WE'VE BUILT A GLOBAL COMPANY TO SERVICE
                                             OUR CUSTOMERS ANYWHERE IN THE WORLD

HOW GLOBAL IS GLOBAL? FOR CELESTICA, BEING GLOBAL MEANS EXECUTING FOR OUR
CUSTOMERS WITH OUR TEAM OF 30,000 EMPLOYEES IN 12 COUNTRIES IN 35 MANUFACTURING
FACILITIES ENCOMPASSING 7 MILLION SQUARE FEET OF ADVANCED OPERATIONS
CAPABILITIES.

TOP EXECUTION DURING SIGNIFICANT GROWTH - Celestica's global operations had
exceptional performance in 2000 as they successfully helped drive $9.8 billion
in revenue, 84% higher than the $5.3 billion in 1999. Each of our geographies
contributed to this significant growth. The Americas - Canada, U.S., Mexico and
Brazil - generated 62% of our production. Europe - U.K., Ireland, Italy and
Czech Republic - generated 27% of our production. Asia-Thailand, China, Hong
Kong and Malaysia - generated 11% of our production. Beyond revenue growth, our
global operations helped contribute to the company's global margin expansion
goals by focusing on improving utilization and implementing cost reduction
activities through deployment of best practices.

[PHOTO]

STRATEGIC ACQUISITIONS - Revenue grew 84% in 2000. Organic revenue growth was
50% with the remaining 34% growth from acquisitions. We signed two three-year
supply agreements with IBM with estimated annual revenue of approximately $1.5
billion which included the purchase of a facility in the U.S. and two in Italy.
These operations expanded our high-end manufacturing and technology capabilities
and made a significant contribution to our growth in areas such as servers. We
also expanded our operations in Brazil, where we acquired a facility from NEC
Corporation and signed a five-year supply agreement with estimated total revenue
of $1.2 billion. This contributed to our communications revenue portfolio and,
importantly, gave us very capable operations with a proven manufacturing track
record in this market.

GLOBAL ACCOUNT TEAM FOCUS - In 2000, 85% of our revenue came from our top 10
customers. To support these strategic customers, we utilize global account teams
to meet the significant and diverse manufacturing needs of each of these
technology leaders. These teams - which are each led by a senior executive and
could have anywhere from several hundred to several thousand employees engaged
in the design and manufacturing of their products - allow us to present a
smaller, focused organization with a single contact point to the customers.
These global account teams were very successful in driving customer satisfaction
levels higher and managing the significant growth rates achieved in 2000.


12  CELESTICA ANNUAL REPORT 2000

<PAGE>


                               CELESTICA'S STRONG
                             PERFORMANCE WAS DRIVEN
                               BY CRISP EXECUTION
                              IN ALL GEOGRAPHIES.

                                    [PHOTO]


<PAGE>

                                                           FINANCIAL PERFORMANCE
                                                  AN INTENSE FOCUS ON DELIVERING
                                                          ON OUR FINANCIAL GOALS

WE CONTINUED TO GROW AT A REMARKABLE PACE IN 2000. BUT WHAT'S MOST IMPORTANT TO
US IS THAT DESPITE ALL THE CHALLENGES ASSOCIATED WITH DELIVERING SIGNIFICANT
GROWTH, WE CONTINUED TO EXECUTE ON OUR GOALS FOR REVENUE GROWTH, MARGIN
EXPANSION, EARNINGS GROWTH AND IMPROVING RETURNS.

REVENUE GROWTH - Celestica continued to have superior revenue growth in 2000.
Revenue of $9.8 billion reflects an increase of 84% over 1999. With these
results, the company virtually achieved its previous $10 billion revenue goal
for 2001 one year ahead of schedule. Excluding acquisition-related revenue added
in 2000, the company had an organic growth rate of 50% year-over-year. This
also represented the third straight year of revenue growth in excess of 60%. The
company has established a new interim revenue goal of $20 billion by 2003.

MARGIN EXPANSION - Celestica's focus on operating margin (EBIAT) continued to
improve in 2000. EBIAT margin for the year was 3.7%, compared to 3.4% in 1999.
Margin expansion was achieved sequentially in each quarter in 2000 and improved
in each geography year over year. These improvements were reflective of better
factory utilization and the continued implementation of cost management
programs. We continue to make progress toward achieving our goal of greater than
5% operating margin by the year 2003.

[PHOTO]

EARNINGS GROWTH - With continuing strong top line growth and expanding margins,
Celestica had even more impressive growth on its bottom line in 2000. Adjusted
net earnings grew by 147% to $304 million while adjusted net earnings per share
more than doubled to $1.44 per share, on a fully diluted basis in 2000 compared
to $0.71 in 1999. In all four quarters in 2000, adjusted net earnings per share
growth rates exceeded revenue growth rates on a year-over-year basis.

IMPROVING RETURNS - With the continued margin improvement shown in 2000, return
on invested capital was virtually unchanged at 21.6% compared to 21.7% in 1999.
This was achieved despite an extremely challenging component environment in 2000
that impacted asset velocity throughout the year. While annual performance was
relatively flat, there was solid sequential improvement in returns, finishing
the year with a very strong 26% in the fourth quarter. The company has set a
goal to achieve return on invested capital of greater than 30% by 2003.

BALANCE SHEET STRENGTH - The company continued to maintain its strong financial
position with a cash balance at the end of 2000 of $884 million. The company
also had $500 million in undrawn credit facilities. Treating the company's
convertible notes as debt (although these are presented as equity on the
financial statements in accordance with Canadian generally accepted accounting
principles requirements), the debt to capital ratio net of cash at the end of
the year was 4%. This financial position gives Celestica considerable financing
flexibility to support continued strong growth and acquisitions in the future.
Celestica's financial strength was noted by both Standard and Poors and Moody's
Investor Service who raised their credit ratings on Celestica to BB+ and Ba1
respectively. These ratings are just below investment grade and reflect the
company's progress in moving steadily toward its goal of investment grade
status.


14  CELESTICA ANNUAL REPORT 2000

<PAGE>


CELESTICA DELIVERED STRONG
REVENUE GROWTH AND
MARGIN EXPANSION IN
EACH QUARTER IN 2000.

[PHOTO]

<PAGE>


                                 2000 FINANCIAL
                                  INFORMATION

<PAGE>

UNAUDITED QUARTERLY FINANCIAL HIGHLIGHTS
(in millions, except per share amounts)

<TABLE>
<CAPTION>

                                                  FIRST     SECOND      THIRD     FOURTH     TOTAL
2000                                             QUARTER    QUARTER    QUARTER    QUARTER     YEAR
- -----------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>        <C>        <C>        <C>
REVENUE                                         $1,612.3   $2,091.9   $2,600.1   $3,447.8   $9,752.1
EBIAT (1)                                       $   52.6   $   72.3   $   98.4   $  138.6   $  361.9
%                                                    3.3%       3.5%       3.8%       4.0%       3.7%
NET EARNINGS                                    $   26.1   $   41.4   $   55.7   $   83.5   $  206.7
ADJUSTED NET EARNINGS (2)                       $   39.5   $   63.7   $   83.9   $  117.0   $  304.1
%                                                    2.4%       3.0%       3.2%       3.4%       3.1%
AVERAGE NET INVESTED CAPITAL                    $1,160.6   $1,518.2   $1,912.9   $2,131.3   $1,674.7
- -----------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE # OF
SHARES OUTSTANDING (M)
         - BASIC                                   190.1      202.7      203.0      203.2      199.8
         - FULLY DILUTED                           204.1      216.8      223.8      228.5      217.9
BASIC EARNINGS PER SHARE                        $   0.14   $   0.20   $   0.26   $   0.39   $   1.01
FULLY DILUTED EARNINGS PER SHARE                $   0.14   $   0.20   $   0.26   $   0.38   $   0.99
FULLY DILUTED ADJUSTED NET EARNINGS PER SHARE   $   0.20   $   0.30   $   0.39   $   0.52   $   1.44
- -----------------------------------------------------------------------------------------------------
ROIC (3)                                            18.1%      19.1%      20.6%      26.0%      21.6%
</TABLE>

<TABLE>
<CAPTION>
                                                  FIRST     SECOND      THIRD     FOURTH     TOTAL
1999                                             QUARTER    QUARTER    QUARTER    QUARTER     YEAR
- -----------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>        <C>        <C>        <C>
Revenue                                         $1,081.8   $1,249.7   $1,356.9   $1,608.8  $5,297.2
EBIAT (1)                                       $   33.0   $   41.3   $   47.0   $   59.0  $   180.3
%                                                    3.1%       3.3%       3.5%       3.7%       3.4%
Net earnings                                    $    9.5   $   13.2   $   19.5   $   26.2  $    68.4
Adjusted net earnings (2)                       $   21.9   $   27.5   $   32.6   $   41.0  $   123.0
%                                                    2.0%       2.2%       2.4%       2.5%       2.3%
Average net invested capital                    $  661.5   $  784.2   $  877.1   $  988.1  $   830.6
- ----------------------------------------------------------------------------------------------------
Weighted average # of
shares outstanding (M)
         - basic                                   154.7      168.2      168.6      177.0      167.2
         - fully diluted                           166.7      180.0      180.2      189.3      178.4
Basic earnings per share                        $   0.06   $   0.08   $   0.12   $   0.15  $    0.41
Fully diluted earnings per share                $   0.06   $   0.08   $   0.11   $   0.14  $    0.40
Fully diluted adjusted net earnings per share   $   0.13   $   0.16   $   0.18   $   0.22  $    0.71
- -----------------------------------------------------------------------------------------------------
ROIC (3)                                            20.0%      21.1%      21.4%      23.9%      21.7%
</TABLE>

(1) Earnings before interest, amortization of intangible assets, income taxes,
    integration costs related to acquisitions and other charges (also referred
    to as operating margin).

(2) Net earnings adjusted for amortization of intangible assets, integration
    costs related to acquisitions and other charges, net of related income
    taxes.

(3) ROIC is equivalent to EBIAT/average net invested capital. Net invested
    capital includes tangible assets and liabilities and excludes cash and debt.


                                               CELESTICA ANNUAL REPORT 2000  17

<PAGE>

                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations of
the Company should be read in conjunction with the Consolidated Financial
Statements.

Certain statements contained in the following Management's Discussion and
Analysis of Financial Condition and Results of Operations and elsewhere in this
Annual Report, 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. Among the key factors that could cause such
differences are: the level of overall growth in the electronics manufacturing
services (EMS) industry; lower-than-expected customer demand; component
constraints; variability of operating results among periods; dependence on the
computer and communications industries; dependence on a limited number of
customers; and the ability to manage expansion, consolidation and the
integration of acquired businesses. These and other factors are discussed in the
Company's filings with SEDAR and the U.S. Securities and Exchange Commission.

GENERAL
Celestica is a leading provider of electronics manufacturing services to OEMs
worldwide and is the third-largest EMS provider in the world with 2000 revenue
of $9.8 billion. Celestica provides a wide variety of products and services to
its customers, including the high-volume manufacture of complex PCAs and the
full system assembly of final products. In addition, the Company is a
leading-edge provider of design, repair and engineering services, supply chain
management and power products.

At January 30, 2001, Celestica operated 34 facilities in 12 countries. During
1998, Celestica operated 18 facilities across North America and Europe. The
acquisition of IMS in December 1998 provided the Company with an immediate and
major presence in Asia, increasing the number of facilities to 23. Seven
facilities were added in 1999 through five acquisitions and two greenfield
establishments. In 2000, seven facilities were added through four acquisitions
and one greenfield, and three smaller facilities were consolidated.

In 1998 and 1999, Celestica completed three equity offerings, including its
initial public offering, issuing a total of 81.9 million subordinate voting
shares for net proceeds (after tax) of $1.1 billion. The net proceeds from the
initial public offering were used to prepay a significant portion of Celestica's
debt. The net proceeds of the subsequent offerings were used to fund organic and
acquisition-related growth. In March 2000, Celestica issued 16.6 million
subordinate voting shares for net proceeds (after tax) of $740.1 million, which
provided Celestica with additional flexibility to support its growth strategy.
In August 2000, Celestica completed an offering of 20-year Liquid Yield
Option(TM) Notes, or LYONs, for net proceeds (after tax) of $850.4 million. The
LYONs are recorded as an equity instrument pursuant to Canadian GAAP. See
"Convertible Debt." The Company's net debt to capitalization ratio decreased
from 57% at July 1998 to negative 28% at December 31, 2000.

In December 1999, the Company completed a two-for-one stock split of the
subordinate voting and multiple voting shares by way of a stock dividend. All
historical share and per share information has been restated to reflect the
effects of this stock split on a retroactive basis.

Celestica prepares its financial statements in accordance with accounting
principles which are generally accepted in Canada with a reconciliation to
accounting principles generally accepted in the United States, as disclosed in
Note 24 to the Consolidated Financial Statements.

ACQUISITIONS
A significant portion of Celestica's growth has been generated by the
strengthening of its customer relationships and increases in the breadth of its
service offerings through facility and business acquisitions completed since the
beginning of 1997.

During 1997 and 1998, Celestica completed 12 acquisitions and established one
greenfield operation. In 1999, Celestica completed five acquisitions and
established two greenfield operations. In 2000, Celestica completed four
acquisitions.

In April 1999, Celestica acquired Signar SRO from Gossen-Metrawatt GmbH
("Gossen-Metrawatt") in the Czech Republic, which provided Celestica with a
strategic presence in a low-cost geography in Central Europe. In connection with
the acquisition, Celestica entered into a long-term supply and cooperation
agreement with Gossen-Metrawatt. In September 1999, Celestica acquired VXI
Electronics, Inc. in Milwaukie, Oregon, which enhanced the Company's power
systems product and service operations in North America and expanded its
customer base. In October 1999, Celestica acquired certain assets related to
Hewlett-Packard's Healthcare Solutions Group's printed circuit board assembly
operations in Andover, Massachusetts. This acquisition enhanced the Company's
presence in the Northeast region of the United States and provided further
product diversification into the medical equipment market segment. In December
1999, Celestica acquired EPS Wireless, Inc. in Dallas, Texas. Also in December
1999, Celestica acquired certain assets of Fujitsu-ICL's repair business in
Dallas, Texas. These acquisitions enhanced the Company's repair capabilities in
North America and diversified its relationships with its customers. The
aggregate purchase price paid by the Company for acquisitions in 1999 was $65.1
million. In June 1999, Celestica established greenfield operations in Brazil and
Malaysia.


18  CELESTICA ANNUAL REPORT 2000


<PAGE>

                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


In February and May, 2000, the Company acquired certain assets from the
Enterprise Systems Group and Microelectronics Division of IBM in Rochester,
Minnesota and Vimercate and Santa Palomba, Italy, respectively, for a total
purchase price of $470.0 million. The purchase price, including capital assets,
working capital and intangible assets, was financed with cash on hand. The
Company signed two three-year strategic supply agreements with IBM to provide a
complete range of electronics manufacturing services, with estimated annual
revenue of approximately $1.5 billion. The Rochester, Minnesota operation
provides printed circuit board assembly and test services. The Vimercate
operation provides printed circuit board assembly services and the Santa Palomba
operation provides system assembly services. Approximately 1,800 employees
joined Celestica.

In June 2000, Celestica acquired NDB Industrial Ltda., NEC Corporation's
wholly-owned manufacturing subsidiary in Brazil. The Company signed a five-year
supply agreement to manufacture NEC communications network equipment for the
Brazilian market, with estimated revenue of approximately $1.2 billion over the
five-year term of the agreement. Approximately 680 employees joined Celestica.
This acquisition enhanced the Company's presence in South America and put
Celestica in a leadership position with communications and Internet
infrastructure customers. In August 2000, the Company acquired Bull Electronics
Inc., the North American contract manufacturing operation of Groupe Bull of
France. The operations, which are located in Lowell, Massachusetts, have
enhanced the Company's service offerings in the New England area. The Company
has moved its printed circuit board assembly operation from Andover into this
Lowell facility, resulting in lower infrastructure costs. In November 2000,
Celestica acquired NEC Technologies (UK) Ltd., in Telford, UK, which enhanced
the Company's wireless communications capacity in Europe. The aggregate price
for these three acquisitions in 2000 was $169.8 million. In 2000, Celestica
established a greenfield operation in Singapore.

Celestica's 21 acquisitions and the four greenfield operations completed through
January 30, 2001 had purchase prices, or initial investment costs, in the case
of greenfield operations, ranging from $2.5 million to $470.0 million, totalling
$1,203.7 million. Celestica continues to examine numerous acquisition
opportunities in order to:

- - create strategic relationships with new customers and diversify end-product
  programs with existing customers;

- - expand its capacity in selected geographic regions to take advantage of
  existing infrastructure or low cost manufacturing;

- - diversify its customer base to serve a wide variety of end-markets with
  increasing emphasis on the communications sector;

- - broaden its product and service offerings; and

- - optimize its global positioning.

In December 2000, the Company announced that it had entered into agreements with
Motorola Inc. to purchase certain assets in Dublin, Ireland and Mt. Pleasant,
Iowa. These agreements are expected to close in the first quarter of 2001. See
"Recent Developments."

Consistent with its past practices and as a normal course of business, Celestica
is 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 the computer and communication
industries and establish strategic relationships with new customers. There can
be no assurance that any of these discussions will result in a definitive
purchase agreement and, if they do, what the terms or timing of any agreement
would be. Celestica expects to continue its current discussions and actively
pursue other acquisition opportunities.

RESULTS OF OPERATIONS
Celestica's revenue and margins can vary from period to period as a result of
the level of business volumes, seasonality of demand, component supply
availability, and the timing of acquisitions. There is no certainty that the
historical pace of Celestica's acquisitions will continue in the future.

Celestica's contracts with its key customers generally provide a framework for
its overall relationship with the customer. Actual production volumes are based
on purchase orders for the delivery of products. These orders typically do not
commit to firm production schedules for more than 30 to 90 days in advance.
Celestica minimizes risk relative to its inventory by ordering materials and
components only to the extent necessary to satisfy existing customer orders.
Celestica is largely protected from the risk of inventory cost fluctuations as
these costs are generally passed through to customers.

Celestica's annual and quarterly operating results are primarily affected by the
level and timing of customer orders, fluctuations in materials costs, and
relative mix of value add products and services. The level and timing of a
customer's orders will vary due to the customer's attempt to balance its
inventory, changes in its manufacturing strategy and variation in demand for its
products. Celestica's annual and quarterly operating results are also affected
by capacity utilization and other factors, including price competition,
manufacturing effectiveness and efficiency, the degree of automation used in the
assembly process, the ability to manage inventory and capital assets
effectively, the timing of expenditures in anticipation of increased sales, the
timing of acquisitions and related integration costs, customer product delivery
requirements and shortages of components or labour. Historically, Celestica has
experienced some seasonal variation in revenue, with revenue typically being
highest in the fourth quarter and lowest in the first quarter.


                                                CELESTICA ANNUAL REPORT 2000  19

<PAGE>

                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The table below sets forth certain operating data expressed as a percentage of
revenue for the years indicated:

<TABLE>
<CAPTION>
                                                 YEAR ENDED DECEMBER 31,
                                               1998       1999       2000
- --------------------------------------------------------------------------
<S>                                           <C>        <C>        <C>
Revenue                                       100.0%     100.0%     100.0%
Cost of sales                                  92.9       92.8       92.9
- --------------------------------------------------------------------------
Gross profit                                    7.1        7.2        7.1
Selling, general and administrative expenses    4.0        3.8        3.3
Amortization of intangible assets               1.4        1.0        1.0
Integration costs related to acquisitions       0.3        0.2        0.2
Other charges                                   2.0        0.0        0.0
- --------------------------------------------------------------------------
Operating income (loss)                        (0.6)       2.2        2.6
Interest expense (income), net                  1.0        0.2       (0.2)
- --------------------------------------------------------------------------
Earnings (loss) before income taxes            (1.6)       2.0        2.8
Income taxes (recovery)                        (0.1)       0.7        0.7
- --------------------------------------------------------------------------
Net earnings (loss)                            (1.5)%      1.3%       2.1%
- --------------------------------------------------------------------------
</TABLE>


ADJUSTED NET EARNINGS INCREASES
(IN MILLIONS)

[GRAPHIC]

1998     $45.3
1999     $123.0
2000     $304.1

ADJUSTED NET EARNINGS
As a result of the significant number of acquisitions made by Celestica over the
past four years, management of Celestica uses adjusted net earnings as a measure
of operating performance on an enterprise-wide basis. Adjusted net earnings
exclude the effects of acquisition-related charges (most significantly,
amortization of intangible assets and integration costs related to
acquisitions), other charges (the write-down of intellectual property and
goodwill and the write-off of deferred financing costs and debt redemption fees)
and the related income tax effect of these adjustments. Adjusted net earnings is
not a measure of performance under Canadian GAAP or U.S. GAAP. Adjusted net
earnings should not be considered in isolation or as a substitute for net
earnings prepared in accordance with Canadian GAAP or U.S. GAAP or as a measure
of operating performance or profitability. The following table reconciles net
earnings (loss) to adjusted net earnings:

<TABLE>
<CAPTION>
                                                  YEAR ENDED DECEMBER 31,
                                                       (IN MILLIONS)
                                                1998        1999       2000
- -----------------------------------------------------------------------------
<S>                                            <C>         <C>        <C>
Net earnings (loss)                            $(48.5)     $ 68.4     $206.7
Amortization of intangible assets                45.4        55.6       88.9
Integration costs related to acquisitions         8.1         9.6       16.1
Other charges                                    64.7           -          -
Income tax effect of above                      (24.4)      (10.6)      (7.6)
- -----------------------------------------------------------------------------
Adjusted net earnings                          $ 45.3      $123.0     $304.1
- -----------------------------------------------------------------------------
As a percentage of revenue                        1.4%        2.3%       3.1%
- -----------------------------------------------------------------------------
</TABLE>

REVENUE
Revenue increased $4,454.9 million, or 84.1%, to $9,752.1 million in 2000 from
$5,297.2 million in 1999. This increase resulted from growth achieved both
organically and through strategic acquisitions. This growth was driven primarily
by customers in the communications and server industries. The Company defines
organic revenue as revenue which excludes business from operations acquired in
the preceding 12 months. Organic revenue growth in 2000 was 49.8% and
represented approximately 59.2% of the total year-over-year growth. Organic
growth came from growth in existing business and new customers across all
geographic segments. The IBM acquisition accounted for the majority of the
acquisition growth in 2000. Revenue from the Americas operations grew $2,684.8
million, or 74.8%, to $6,272.4 million in 2000 from $3,587.6 million in 1999.
Revenue from European operations grew $1,714.7 million, or 154.7%, to $2,823.3
million in 2000 from $1,108.6 million in 1999. The Italian facilities generated
over half of Europe's increase from the prior year, with the remainder due to an
overall increase in Europe's base business. Revenue from Asian operations
increased $431.7 million, or 60.8%, to $1,141.9 million in 2000 from $710.2
million in 1999. Inter-segment revenue in 2000 was $485.5 million, compared to
$109.1 million in 1999. Revenue from customers in the communications industry in
2000 increased to 31% of revenue, compared to 25% of revenue in 1999. This
increase is consistent with the Company's strategy to increase the portion of
its revenue from customers in the communications industry. Revenue from
customers in the server-related business in 2000 increased to 33% of revenue,
compared to 25% of revenue in 1999, mainly as a result of the IBM acquisition in
2000.


20  CELESTICA ANNUAL REPORT 2000

<PAGE>

                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Revenue increased $2,048.0 million, or 63.0%, to $5,297.2 million in 1999 from
$3,249.2 million in 1998. This increase resulted from growth achieved both
organically and through strategic acquisitions. Organic revenue growth in 1999
was 37.9% and represented 60.2% of the total year-to-year growth. The organic
growth resulted from new program wins with existing and new customers across the
Canadian, U.S. and European geographic segments. Revenue from Asian operations
was not considered part of the organic growth since the operations were acquired
at the end of 1998. Revenue from the Americas operations grew $1,087.7 million,
or 43.5%, to $3,587.6 million in 1999 from $2,499.9 million in 1998,
substantially all through organic growth with new program wins from both
existing and new customers. Revenue from European operations grew $359.3
million, or 48.0%, to $1,108.6 million in 1999 from $749.3 million in 1998.
Celestica Asia (formerly IMS) contributed $710.2 million in revenue in 1999
after acquisition on December 30, 1998. Inter-segment revenue in 1999 was $109.1
million compared to no inter-segment revenue in 1998. Acquisitions completed in
1999 together with the IMS acquisition contributed $816.4 million of revenue in
1999 with the majority of revenue being from Asian (formerly IMS) operations.
Revenue from customers in the communications industry increased to 25% of
revenue in 1999 compared to 16% of revenue in 1998.

STRONG REVENUE GROWTH
(IN BILLIONS)

[GRAPHIC]

1998      $3.2
1999      $5.3
2000      $9.8

The following customers represented more than 10% of total revenue for each of
the indicated years:

<TABLE>
<CAPTION>

                                             1998     1999     2000
- -------------------------------------------------------------------
<S>                                          <C>      <C>      <C>
Sun Microsystems                                y        y        y
IBM                                             y                 y
Hewlett-Packard                                 y        y
Cisco Systems                                            y
- -------------------------------------------------------------------
</TABLE>

Celestica's top five customers represented in the aggregate 68.5% of total
revenue in 2000 compared to 67.6% in 1999 and 71.8% in 1998. The Company is
dependent upon continued revenue from its top five customers. There can be no
guarantee that revenue from these or any other customers will not increase or
decrease as a percentage of consolidated revenue either individually or as a
group. Any material decrease in revenue from these or other customers could have
a material adverse effect on the Company's results of operations.

GROSS PROFIT
Gross profit increased $305.5 million, or 79.9%, to $688.0 million in 2000 from
$382.5 million in 1999. Gross margin decreased to 7.1% in 2000 from 7.2% in
1999. Gross margin has decreased as a result of a change in product mix and
start-up costs for new programs, particularly in Mexico.

Gross profit increased $152.0 million, or 65.9%, to $382.5 million in 1999 from
$230.5 million in 1998. Gross margin increased to 7.2% in 1999 from 7.1% in
1998. The improvement in gross profit and gross margin was due to improved cost
management, supply-chain initiatives and increased facility utilization levels
in Canada, the United States and Europe, offset by lower Asian margins,
greenfield start-up operations in Brazil, Malaysia and Mexico and new product
introductions.

For the foreseeable future, the Company's gross margin is expected to depend
primarily on product mix, production efficiencies, utilization of manufacturing
capacity, start-up activity, new product introductions, and pricing within the
electronics industry. Over time, gross margins at individual sites and for the
Company as a whole are expected to fluctuate. Changes in product mix, additional
costs associated with new product introductions and price erosion within the
electronics industry could adversely affect the Company's gross margin. Also,
the availability of raw materials, which are subject to lead time and other
constraints, could possibly limit the Company's revenue growth.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses increased $123.9 million, or 61.3%,
in 2000 to $326.1 million (3.3% of revenue) from $202.2 million (3.8% of
revenue) in 1999. The increase in expenses was a result of increased staffing
levels and higher selling, marketing and administrative costs to support sales
growth, as well as the impact of expenses incurred by operations acquired during
1999 and 2000. Selling, general and administrative expenses increased at a
slower rate than revenue in 2000.

SEQUENTIAL SG &A
(PERCENTAGE OF REVENUE)

[GRAPHIC]

1998     4.0%
1999     3.8%
2000     3.3%


                                                CELESTICA ANNUAL REPORT 2000  21

<PAGE>

                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Selling, general and administrative expenses increased $71.7 million, or 54.9%,
to $202.2 million (3.8% of revenue) in 1999 from $130.5 million (4.0% of
revenue) in 1998. The increase in expenses was a result of increased staffing
levels and higher selling, marketing and administrative costs to support the
sales growth of the Company, as well as the impact of expenses incurred by
operations acquired during 1998 and 1999.

Research and development costs remained flat at $19.5 million (0.2% of revenue)
in 2000 compared to $19.7 million (0.4% of revenue) in 1999 and $19.8 million
(0.6% of revenue) in 1998.

INTANGIBLE ASSETS AND AMORTIZATION
Amortization of intangible assets increased $33.3 million, or 59.9%, to $88.9
million in 2000 from $55.6 million in 1999. This increase is attributable to the
intangible assets arising from the 1999 and 2000 acquisitions, with the largest
portion relating to the IBM and NEC acquisitions. The excess of the purchase
price paid over the fair value of tangible assets acquired in the five
acquisitions completed in 1999 and the four acquisitions completed in 2000
totalled $348.9 million and has been allocated to goodwill, intellectual
property and other intangible assets.

Amortization of intangible assets increased $10.2 million, or 22.5%, to $55.6
million in 1999 from $45.4 million in 1998. This increase is attributable to the
intangible assets arising from the 1998 and 1999 acquisitions, with the largest
portion relating to the intangible assets arising from the IMS acquisition.

At December 31, 2000, intangible assets represented 9.7% of Celestica's total
assets compared to 13.8% at December 31, 1999.

INTEGRATION COSTS RELATED TO ACQUISITIONS
Integration costs related to acquisitions represent one-time costs incurred
within 12 months of the acquisition date, such as the costs of implementing
compatible information technology systems in newly acquired operations,
establishing new processes related to marketing and distribution processes to
accommodate new customers and salaries of personnel directly involved with
integration activities. All of the integration costs incurred related to newly
acquired facilities, and not to the Company's existing operations.

Integration costs were $16.1 million in 2000 compared to $9.6 million in 1999
and $8.1 million in 1998. The integration costs incurred in 2000 relate
primarily to the IBM and NEC acquisitions.

Integration costs vary from period to period due to the timing of acquisitions
and related integration activities. Celestica expects to incur additional
integration costs in 2001 as it completes the integration of its 2000
acquisitions. Celestica will incur future additional integration costs as the
Company continues to make acquisitions as part of its growth strategy.

OTHER CHARGES
Other charges are non-recurring items or items that are unusual in nature.
Celestica did not incur any other charges in 1999 or 2000.

Other charges in 1998 totalled $64.7 million and is comprised of a write-down of
the carrying value of intellectual property and goodwill amounting to $41.8
million, the write-off of deferred financing costs and debt redemption fees of
$17.8 million and other charges of $5.1 million.

INTEREST INCOME, NET
Interest income, net of interest expense, in 2000 amounted to $19.0 million. The
Company incurred net interest expense of $10.7 and $32.2 million in 1999 and
1998, respectively. Cash balances were higher in 2000 compared to 1999 due to
the timing and size of the public offerings. In 2000, the Company earned
interest income on its cash balance which more than offset the interest expense
incurred on the Company's Senior Subordinated Notes. In 1999, the Company earned
less interest income to offset against the higher interest expense. In 1998, the
Company incurred higher interest expense due to higher debt levels. Debt was
used to finance acquisitions in the first half of 1998 and the growth in
operations. Debt levels for the second half of 1998 were lower due to proceeds
from the initial public offering in July 1998.

INCOME TAXES

Income tax expense in 2000 was $69.2 million, reflecting an effective tax
rate of 25%. This is compared to an income tax expense of $36.0 million in
1999, or an effective tax rate of 34.5%, and a net income tax recovery of
$2.0 million in 1998, which arose on recognizing the tax benefit of net
operating losses in 1998. Commencing in the second half of 1999, the
Company's effective tax rate decreased from 39% to 32%. In the second quarter
of 2000, the effective tax rate decreased further to 24%. Celestica believes
this tax rate is sustainable for the foreseeable future. The decrease in the
Company's effective tax rates is attributable to the mix and volume of
business in lower tax jurisdictions within Europe and Asia. These lower tax
rates include special tax holidays or similar tax incentives that Celestica
has negotiated with the respective tax authorities.

Celestica has recognized a net deferred tax asset at December 31, 2000 of $83.5
million ($45.4 million at December 31, 1999), which relates to the recognition
of net operating losses and future income tax deductions available to reduce
future years' income for income tax purposes. Celestica's current projections
demonstrate that it will generate sufficient taxable income (in excess of $265
million) in the future to realize the benefit of these deferred income tax
assets in the carry-forward periods. These losses will expire over a 15 year
period commencing in 2006.


22 CELESTICA ANNUAL REPORT 2000

<PAGE>

                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


CONVERTIBLE DEBT

In August 2000, Celestica issued LYONs with a principal amount at maturity of
$1,813.6 million, payable August 1, 2020. The Company received gross proceeds
of $862.9 million and incurred $12.5 million in underwriting commissions, net
of tax of $6.9 million. No interest is payable on the LYONs and the issue
price of the LYONs represents a yield to maturity of 3.75%. The LYONs are
subordinated in right of payment to all existing and future senior
indebtedness of the Company.

The LYONs are convertible at any time at the option of the holder, unless
previously redeemed or repurchased, into 5.6748 subordinate voting shares for
each $1,000 principal amount at maturity. Holders may require the Company to
repurchase all or a portion of their LYONs on August 2, 2005, August 1, 2010
and August 1, 2015 and the Company may redeem the LYONs at any time on or
after August 1, 2005 (and, under certain circumstances, before that date).
The Company is required to offer to repurchase the LYONs if there is a change
in control or a delisting event. Generally, the redemption or repurchase
price is equal to the accreted value of the LYONs. The Company may elect to
pay the principal amount at maturity of the LYONs, or the repurchase price
that is payable in certain circumstances, in cash or subordinate voting
shares or any combination thereof.

The Company has recorded the LYONs as an equity instrument pursuant to Canadian
GAAP. The LYONs are bifurcated into a principal equity component (representing
the present value of the notes) and an option component (representing the value
of the conversion features of the notes). The principal equity component is
accreted over the 20-year term through periodic charges to retained earnings.
Under U.S. GAAP, the LYONs are classified as a long-term liability and,
accordingly, the accrued yield on the LYONs during any period (at 3.75% per
year) is classified as interest expense for that period.

To calculate basic earnings per share for Canadian GAAP, the accretion of the
convertible debt is deducted from net earnings for the period to determine
earnings available to shareholders.

LIQUIDITY AND CAPITAL RESOURCES
For the year ended December 31, 2000, Celestica used cash of $85.1 million from
operating activities, principally to support higher working capital requirements
relating to revenue growth, which was offset by cash generated from operations.
Investing activities in 2000 included capital expenditures of $282.8 million and
$634.7 million for acquisitions. The acquisitions included IBM's assets in
Minnesota and Italy, NDB Industrial Ltda. in Brazil, Bull Electronics Inc. in
Massachusetts and NEC Technologies (UK) Ltd. in the UK. In March 2000, Celestica
completed an equity offering and issued 16.6 million subordinate voting shares,
for gross proceeds of $757.4 million less expenses and underwriting commissions
of $26.8 million (pre-tax). In August 2000, Celestica completed the LYONs
offering, raising gross proceeds of $862.9 million less underwriting commissions
of $19.4 million (pre-tax).

For the year ended December 31, 1999, Celestica's operating activities utilized
$94.4 million in cash. Investing activities in 1999 included capital
expenditures of $211.8 million and $64.8 million for acquisitions. In 1999,
Celestica completed two equity offerings, issuing 34.5 million subordinate
voting shares for gross proceeds of $751.6 million less expenses and
underwriting commissions of $34.3 million (pre-tax).

CAPITAL RESOURCES
Celestica has two $250 million global, unsecured, revolving credit facilities
totalling $500 million, each provided by a syndicate of lenders. The credit
facilities permit Celestica and certain designated subsidiaries to borrow funds
directly for general corporate purposes (including acquisitions) at floating
rates. The credit facilities are available until April 2003 and July 2003,
respectively. Under the credit facilities: Celestica is required to maintain
certain financial ratios; its ability and that of certain of its subsidiaries to
grant security interests, dispose of assets, change the nature of its business
or enter into business combinations, is restricted; and a change in control is
an event of default. No borrowings were outstanding under the revolving credit
facilities at December 31, 2000.

The only other financial covenant in effect is a debt incurrence covenant
contained in Celestica's Senior Subordinated Notes due 2006. This covenant is
based on Celestica's fixed charge coverage ratio, as defined in the indenture
governing the Senior Subordinated Notes.

Celestica was in compliance with all debt covenants as at December 31, 2000.

During the year, Celestica's public credit ratings were upgraded by both
Standard and Poors and by Moody's Investors Service. Standard and Poor's senior
corporate credit rating for Celestica is BB+ with a stable outlook. Moody's
senior implied rating for Celestica is Ba1, also with a stable outlook.

NET DEBT TO CAPITALIZATION STRENGTHENS
(PERCENTAGE)

[GRAPHIC]

1998      11%
1999     -17%
2000     -28%


                                                CELESTICA ANNUAL REPORT 2000  23

<PAGE>

                                            MANAGEMENT'S DISCUSSION AND ANALYSIS
                                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Celestica believes that cash flow from operating activities, together with cash
on hand and borrowings available under its global, unsecured, revolving credit
facilities, will be sufficient to fund currently anticipated working capital,
planned capital spending and debt service requirements for the next 12 months.
The Company expects capital spending for 2001 to be approximately $300 million
to $350 million. At December 31, 2000, Celestica had committed $56 million in
capital expenditures. In addition, Celestica regularly reviews acquisition
opportunities, and may therefore require additional debt or equity financing.

Celestica prices the majority of its products in U.S. dollars, and the majority
of its material costs are also denominated in U.S. dollars. However, a
significant portion of its non-material costs (including payroll, facilities
costs and costs of locally sourced supplies and inventory) are primarily
denominated in Canadian dollars, British pounds sterling, Euros and Mexican
pesos. As a result, Celestica may experience transaction and translation gains
or losses because of currency fluctuations. At December 31, 2000, Celestica had
forward foreign exchange contracts covering various currencies in an aggregate
notional amount of $653 million with expiry dates up to May 2002. The fair value
of these contracts at December 31, 2000 was an unrealized gain of $7.5 million.
Celestica's current hedging activity is designed to reduce the variability of
its foreign currency costs and involves entering into contracts to sell U.S.
dollars to purchase Canadian dollars, British pounds sterling, Mexican pesos and
Euros at future dates. In general, these contracts extend for periods of less
than 18 months. Celestica may, from time to time, enter into additional hedging
transactions to minimize its exposure to foreign currency and interest rate
risks. There can be no assurance that such hedging transactions, if entered
into, will be successful.

BACKLOG
Although Celestica obtains firm purchase orders from its customers, OEM
customers typically do not make firm orders for delivery of products more than
30 to 90 days in advance. Celestica does not believe that the backlog of
expected product sales covered by firm purchase orders is a meaningful measure
of future sales since orders may be rescheduled or cancelled.

RECENT DEVELOPMENTS
In December 2000, the Company announced that it had entered into agreements
providing for a strategic EMS alliance with Motorola, Inc., of Schaumburg,
Illinois. Celestica will acquire Motorola's manufacturing assets in Dublin,
Ireland and Mt. Pleasant, Iowa for a purchase price of approximately $70
million. Celestica has also entered into a three-year supply agreement with an
estimated revenue of more than $1 billion over the three-year period.
Approximately 1,200 employees will join Celestica. The acquisition is expected
to close in the first quarter of 2001.

EURO CONVERSION

As of January 1, 2001, 12 of the 15 member countries of the European Union (the
participating countries) had established fixed conversion rates between their
existing sovereign currencies and the Euro. For three years after the
introduction of the Euro, the participating countries can perform financial
transactions in either the Euro or their original local currencies. This will
result in a fixed exchange rate among the participating countries, whereas the
Euro (and the participating countries' currencies in tandem) will continue to
float freely against the U.S. dollar and currencies of other non-participating
countries.

Management continuously monitors and evaluates the effects of the Euro
conversion on the Company. Celestica does not believe that significant
modifications of its information technology systems are needed in order to
handle Euro transactions and reporting. The Company has modified its hedging
policies to take the Euro conversion into account. While the Company currently
believes that the effects of the conversion do not and will not have a material
adverse effect on the Company's business and operations, there can be no
assurances that such conversion will not have a material adverse effect on the
Company's results of operations and financial position due to competitive and
other factors that may be affected by the conversion and that cannot be
predicted by the Company.

RECENT ACCOUNTING DEVELOPMENTS
The SEC issued Staff Accounting Bulletins (SAB) 101 and 101A in December 1999
and 101B in June 2000, "Revenue Recognition," which provided guidelines in
applying generally accepted accounting principles to revenue recognition in
financial statements and was to be implemented as of the fourth quarter of 2000.
The Company believes that its revenue recognition practices are consistent with
these guidelines.

The Financial Accounting Standards Board (FASB) has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138
which amends SFAS No. 133. SFAS No. 133 establishes methods of accounting for
derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. The standard requires that all
derivatives be recorded on the balance sheet at fair value. The Company will
implement SFAS No. 133 for its first quarter ended March 31, 2001 for purposes
of the U.S. GAAP reconciliation. In accordance with the new standard, the
Company will account for its existing foreign currency contracts as cash flow
hedges. Accordingly, on January 1, 2001, the Company recorded an asset in the
amount of $7,498 and a corresponding credit to other comprehensive income as a
cumulative-effect type adjustment to reflect the initial mark-to-market on the
foreign currency contracts. The Company expects to release $6,477 of the gain to
earnings in the next 12 months as the related hedged items are recognized in
earnings.


24  CELESTICA ANNUAL REPORT 2000


<PAGE>

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

The accompanying Consolidated Financial Statements have been prepared by
management and approved by the Board of Directors of the Company. Management is
responsible for the information and representations contained in these financial
statements and in other sections of this Annual Report.

The Company maintains appropriate processes to ensure that relevant and reliable
financial information is produced. The Consolidated Financial Statements have
been prepared in accordance with accounting principles generally accepted in
Canada. The significant accounting policies, which management believes are
appropriate for the Company, are described in note 2 to the Consolidated
Financial Statements.

The Board of Directors is responsible for reviewing and approving the
Consolidated Financial Statements and overseeing management's performance of its
financial reporting responsibilities. An Audit Committee of three non-management
Directors is appointed by the Board.

The Audit Committee reviews the Consolidated Financial Statements, adequacy of
internal controls, audit process and financial reporting with management and
with the external auditors. The Audit Committee reports to the Directors prior
to the approval of the audited Consolidated Financial Statements for
publication.

KPMG LLP, the Company's external auditors, who are appointed by the
shareholders, audited the Consolidated Financial Statements in accordance with
Canadian generally accepted auditing standards and United States generally
accepted auditing standards to enable them to express to the shareholders their
opinion on the Consolidated Financial Statements. Their report is set out below.


/s/ ANTHONY P. PUPPI
- -------------------------
Anthony P. Puppi
Executive Vice-President,
Chief Financial Officer
January 22, 2001


AUDITORS' REPORT

TO THE SHAREHOLDERS OF CELESTICA INC.

We have audited the consolidated balance sheets of Celestica Inc. as at December
31, 1999 and 2000 and the consolidated statements of earnings (loss),
shareholders' equity and cash flows for each of the years in the three year
period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

With respect to the consolidated financial statements for the year ended
December 31, 2000, we conducted our audit in accordance with Canadian generally
accepted auditing standards and United States generally accepted auditing
standards. With respect to the consolidated financial statements for each of the
years in the two year period ended December 31, 1999, we conducted our audits in
accordance with Canadian generally accepted auditing standards. Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 1999
and 2000 and the results of its operations and its cash flows for each of the
years in the three year period ended December 31, 2000 in accordance with
Canadian generally accepted accounting principles, which, except as described in
note 24, also conform, in all material respects, with generally accepted
accounting principles in the United States.


/s/ KPMG LLP
- ----------------------
Chartered Accountants
Toronto, Canada
January 22, 2001

                                               CELESTICA ANNUAL REPORT 2000  25

<PAGE>

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                       AS AT DECEMBER 31,
                                                                           1999         2000
- --------------------------------------------------------------------------------------------
<S>                                                                  <C>          <C>
ASSETS
Current assets:
         Cash and short-term investments                             $  371,522   $  883,757
         Accounts receivable (note 4)                                   700,775    1,785,716
         Inventories (note 5)                                           722,333    1,664,304
         Prepaid and other assets                                        37,501      138,830
         Deferred income taxes                                           19,182       48,357
- --------------------------------------------------------------------------------------------
                                                                      1,851,313    4,520,964
Capital assets (note 6)                                                 365,447      633,438
Intangible assets (note 7)                                              367,553      578,272
Other assets (note 8)                                                    71,277      205,311
- --------------------------------------------------------------------------------------------
                                                                     $2,655,590   $5,937,985
- --------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
         Accounts payable                                            $  613,110   $1,730,460
         Accrued liabilities                                            205,100      466,310
         Income taxes payable                                            23,257       52,572
         Deferred income taxes                                            6,997        7,702
         Current portion of long-term debt (note 9)                       2,654        1,364
- --------------------------------------------------------------------------------------------
                                                                        851,118    2,258,408
Accrued post-retirement benefits (note 17)                               10,007       38,086
Long-term debt (note 9)                                                 131,543      130,581
Other long-term liabilities                                                 890        3,000
Deferred income taxes                                                     3,891       38,641
- --------------------------------------------------------------------------------------------
                                                                        997,449    2,468,716
Shareholders' equity                                                  1,658,141    3,469,269
- --------------------------------------------------------------------------------------------
                                                                     $2,655,590   $5,937,985
- --------------------------------------------------------------------------------------------
</TABLE>
Commitments and contingencies (notes 19 and 20)
Subsequent event (note 23)
Canadian and United States accounting policy differences (note 24)


On behalf of the Board:



/s/ ROBERT L. CRANDALL     /s/ EUGENE V. POLISTUK
- ----------------------     ----------------------
Robert L. Crandall         Eugene V. Polistuk
Director                   Director


See accompanying notes to consolidated financial statements.



26  CELESTICA ANNUAL REPORT 2000


<PAGE>


CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                             YEAR ENDED DECEMBER 31,
                                                                        1998           1999           2000
- -------------------------------------------------------------------------------------------------------------

<S>                                                                 <C>            <C>            <C>
Revenue                                                             $ 3,249,200    $ 5,297,233    $ 9,752,075
Cost of sales                                                         3,018,665      4,914,674      9,064,074
- -------------------------------------------------------------------------------------------------------------
Gross profit                                                            230,535        382,559        688,001
- -------------------------------------------------------------------------------------------------------------
Selling, general and administrative expenses (note 12)                  130,565        202,215        326,052
Amortization of intangible assets (note 7)                               45,372         55,569         88,939
Integration costs related to acquisitions (note 13)                       8,123          9,616         16,103
Other charges (note 14)                                                  64,743           --             --
- -------------------------------------------------------------------------------------------------------------
                                                                        248,803        267,400        431,094
- -------------------------------------------------------------------------------------------------------------
Operating income (loss)                                                 (18,268)       115,159        256,907
Interest on long-term debt                                               38,959         17,300         17,767
Interest income, net                                                     (6,710)        (6,631)       (36,750)
- -------------------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes                                     (50,517)       104,490        275,890
- -------------------------------------------------------------------------------------------------------------
Income taxes (note 15):
         Current                                                         15,047         30,735         80,128
         Deferred (recovery)                                            (17,093)         5,329        (10,917)
- -------------------------------------------------------------------------------------------------------------
                                                                         (2,046)        36,064         69,211
- -------------------------------------------------------------------------------------------------------------
Net earnings (loss)                                                 $   (48,471)   $    68,426    $   206,679
- -------------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share                                     $     (0.47)   $      0.41    $      1.01
Fully diluted earnings per share                                            N/A    $      0.40    $      0.99
Weighted average number of shares outstanding
         - basic (in thousands)                                         102,992        167,195        199,786
         - fully diluted (in thousands)                                     N/A        178,428        217,907
Net earnings (loss) in accordance with U.S. GAAP (note 24)          $   (54,717)   $    66,526
                                                                                                  $   197,368
Basic earnings (loss) per share, in accordance with
         U.S. GAAP (note 24)                                        $     (0.53)   $      0.40    $      0.99
Diluted earnings per share, in accordance with
         U.S. GAAP (note 24)                                                N/A    $      0.38    $      0.96
</TABLE>

N/A - Fully diluted loss per share has not been disclosed as the effect of the
potential conversion of dilutive securities is anti-dilutive

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>

                                                                                 FOREIGN
                                       CONVERTIBLE                  RETAINED     CURRENCY       TOTAL
                                          DEBT     CAPITAL STOCK    EARNINGS   TRANSLATION  SHAREHOLDERS'
                                        (NOTE 10)    (NOTE 11)      (DEFICIT)   ADJUSTMENT      EQUITY
- ---------------------------------------------------------------------------------------------------------

<S>                                      <C>          <C>           <C>          <C>         <C>
Balance -- December 31, 1997             $   --       $367,417      $ (3,747)    $  (444)    $  363,226
Shares issued, net (note 11)                 --        535,197          --          --          535,197
Shares to be issued (note 11)                --          9,460          --          --            9,460
Currency translation                         --           --            --          (146)          (146)
Net loss for the year                        --           --         (48,471)       --          (48,471)
- ---------------------------------------------------------------------------------------------------------
Balance -- December 31, 1998                 --        912,074       (52,218)       (590)       859,266
Shares issued, net (note 11)                 --        734,003          --          --          734,003
Currency translation                         --           --            --        (3,554)        (3,554)
Net earnings for the year                    --           --          68,426        --           68,426
- ---------------------------------------------------------------------------------------------------------
Balance -- December 31, 1999                 --      1,646,077        16,208      (4,144)     1,658,141

Convertible debt issued, net (note 10)    850,372         --            --          --          850,372
Convertible debt accretion, net of tax
         (note 10)                         10,175         --          (5,375)       --            4,800
Shares issued, net (note 11)                 --        749,337          --          --          749,337
Currency translation                         --           --            --           (60)           (60)
Net earnings for the year                    --           --         206,679        --          206,679
- ---------------------------------------------------------------------------------------------------------
BALANCE -- DECEMBER 31, 2000             $860,547   $2,395,414      $217,512     $(4,204)    $3,469,269
- ---------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements


                                               CELESTICA ANNUAL REPORT 2000  27


<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED DECEMBER 31,
                                                                         1998            1999          2000
- -------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>            <C>
CASH PROVIDED BY (USED IN):
OPERATIONS:
         Net earnings (loss)                                        $   (48,471)   $    68,426    $   206,679
         Items not affecting cash:
                  Depreciation and amortization                          86,935        126,544        212,500
                  Deferred income taxes                                 (17,093)         5,329        (10,917)
                  Other charges                                          64,743           --             --
                  Other                                                  (1,255)        (2,987)        (4,336)
- -------------------------------------------------------------------------------------------------------------
         Cash from earnings                                              84,859        197,312        403,926
- -------------------------------------------------------------------------------------------------------------
         Changes in non-cash working capital items:
                  Accounts receivable                                   (13,256)      (227,664)      (995,337)
                  Inventories                                           (50,732)      (265,006)      (656,713)
                  Other assets                                           (6,783)         1,763        (94,709)
                  Accounts payable and accrued liabilities               53,643        194,583      1,230,414
                  Income taxes payable                                   13,847          4,655         27,293
- -------------------------------------------------------------------------------------------------------------
         Non-cash working capital changes                                (3,281)      (291,669)      (489,052)
- -------------------------------------------------------------------------------------------------------------
Cash provided by (used in) operations                                    81,578        (94,357)       (85,126)
- -------------------------------------------------------------------------------------------------------------

INVESTING:
         Acquisitions, net of cash acquired                             (48,678)       (64,778)      (634,684)
         Purchase of capital assets                                     (65,770)      (211,831)      (282,780)
         Other                                                           (5,241)          (648)       (59,511)
- -------------------------------------------------------------------------------------------------------------
Cash used in investing activities                                      (119,689)      (277,257)      (976,975)
- -------------------------------------------------------------------------------------------------------------

FINANCING:
         Bank indebtedness                                                 (890)          --           (8,631)
         Repayments of long-term debt                                  (423,226)        (9,978)        (2,252)
         Deferred financing costs                                        (2,179)        (1,495)          (143)
         Debt redemption fees                                            (8,596)          --             --
         Issuance of convertible debt                                      --             --          862,865
         Convertible debt issue costs, pre-tax                             --             --          (19,405)
         Issuance of share capital                                      423,715        758,176        766,583
         Share issue costs, pre-tax                                     (26,906)       (34,271)       (26,788)
         Other                                                            1,862         (1,017)         2,107
- -------------------------------------------------------------------------------------------------------------
Cash provided by (used in) financing activities                         (36,220)       711,415      1,574,336
- -------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash                                             (74,331)       339,801        512,235
Cash, beginning of year                                                 106,052         31,721        371,522
- -------------------------------------------------------------------------------------------------------------
Cash, end of year                                                   $    31,721    $   371,522    $   883,757
- -------------------------------------------------------------------------------------------------------------
Supplemental information
         Paid during the year:
                  Interest                                          $    38,959    $    17,240    $    15,944
                  Taxes                                             $     5,024    $    26,080    $    55,019

Non-cash financing activities:
Convertible debt accretion, net of tax (note 10)                    $      --      $      --      $     5,375
</TABLE>

Cash is comprised of cash and short-term investments.

See accompanying notes to consolidated financial statements.


28  CELESTICA ANNUAL REPORT 2000

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

1. NATURE OF BUSINESS:
The primary operations of the Company include providing a full range of
electronics manufacturing services including design, prototyping, assembly,
testing, product assurance, supply chain management, worldwide distribution and
after-sales service to its customers primarily in the computer and
communications industries. The Company operates 34 facilities located in the
United States, Canada, Mexico, United Kingdom, Ireland, Italy, Thailand, China,
Hong Kong, Czech Republic, Brazil, Singapore and Malaysia.

The Company's accounting policies are in accordance with accounting principles
generally accepted in Canada and, except as outlined in note 24, are, in all
material respects, in accordance with accounting principles generally accepted
in the United States.

2. SIGNIFICANT ACCOUNTING POLICIES:

(A) PRINCIPLES OF CONSOLIDATION:
These consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. Inter-company transactions and balances are
eliminated on consolidation.

(B) REVENUE:
Revenue is comprised of product sales and service revenue earned from
engineering, design and repair services. Revenue from product sales is
recognized upon shipment of the goods recorded. Service revenue is recognized as
services are performed.

(C) CASH AND SHORT-TERM INVESTMENTS:
Cash and short-term investments include cash on account, demand deposits and
short-term investments with original maturities of less than three months.

(D) INVENTORIES:
Inventories are valued on a first-in, first-out basis at the lower of cost and
replacement cost for production parts and at the lower of cost and net
realizable value for work in progress and finished goods. Cost includes
materials and an application of relevant manufacturing value-add.

(E) CAPITAL ASSETS:
Capital assets are carried at cost and amortized over their estimated useful
lives on a straight-line basis. Estimated useful lives for the principal asset
categories are as follows:

Buildings                                    25 years
Buildings/leasehold improvements             Up to 25 years or term of lease
Office equipment                             5 years
Machinery and equipment                      5 years
Software                                     1 to 5 years

(F) INTANGIBLE ASSETS:
Intangible assets are comprised of goodwill, other intangible assets
representing the excess of cost over the fair value of tangible assets acquired
in facility acquisitions and intellectual property, including process know-how.
Goodwill and other intangible assets are amortized on a straight-line basis over
10 years and intellectual property over 5 years.

(G) IMPAIRMENT OF LONG-LIVED ASSETS:
The Company reviews long-lived assets for impairment on a regular basis or
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of capital assets is assessed by
comparison of the carrying amount to the projected future net cash flows the
long-lived assets are expected to generate.

The Company assesses the recoverability of enterprise level goodwill by
determining whether the unamortized goodwill balance can be recovered through
undiscounted projected future net cash flows of the acquired operation. An
impairment in the value of intellectual property is assessed based on
projected future net cash flows.

(H) PENSION AND NON-PENSION, POST-RETIREMENT BENEFITS:
The Company accrues its obligations under employee benefit plans and the related
costs, net of plan assets. The cost of pensions and other retirement benefits
earned by employees is actuarially determined using the projected benefit method
pro-rated on service and management's best estimate of expected plan investment
performance, salary escalation, retirement ages of employees and expected health
care costs. For the purpose of calculating the expected return on plan assets,
those assets are valued at fair value. Past service costs arising from plan
amendments are amortized on a straight-line basis over the average remaining
service period of employees active at the date of amendment. The net actuarial
gain (loss) is amortized over the average remaining service period of active
employees. The average remaining service period of active employees covered by
the pension plans is 14 years for 1999 and 2000. The average remaining service
period of active employees covered by the other retirement benefit plans is 21
years for 1999 and 2000.

(I) DEFERRED FINANCING COSTS:
Costs incurred relating to the issuance of long-term debt are deferred and
amortized over the term of the related debt.


                                               CELESTICA ANNUAL REPORT 2000  29

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

(J) INCOME TAXES:
The Company uses the asset and liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for future consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. When necessary,
a valuation allowance is recorded to reduce tax assets to an amount for which
realization is more likely than not. The effect of changes in tax rates is
recognized in the period in which the rate change occurs.

(K) FOREIGN CURRENCY TRANSLATION:
The functional currency of all the Company's subsidiaries is the United States
dollar. Prior to January 1, 2000, the functional currency of Celestica U.K. was
the British pound sterling whose accounts were translated into U.S. dollars
using the current rate method. Assets and liabilities were translated at the
year-end exchange rate and revenue and expenses were translated at average
exchange rates. Gains and losses arising from the translation of financial
statements of foreign operations were deferred in the foreign currency
translation adjustment account included as a separate component of shareholders'
equity.

Monetary assets and liabilities denominated in foreign currencies are translated
into U.S. dollars at the year-end rate of exchange. Non-monetary assets and
liabilities denominated in foreign currencies are translated at historic rates
and revenue and expenses are translated at average exchange rates prevailing
during the month of the transaction. Exchange gains or losses arising from the
translation of long-term monetary assets and liabilities are deferred and
amortized on a straight-line basis over the remaining life of the asset or
liability. All other exchange gains or losses are reflected in the consolidated
statements of earnings (loss). At December 31, 1999 and 2000, there were no
deferred foreign exchange gains or losses associated with long-term monetary
assets and liabilities.

The Company enters into forward exchange contracts to hedge certain firm
purchase commitments. Gains and losses on hedges of firm commitments are
included in the cost of the hedged transactions when they occur.

(L) RESEARCH AND DEVELOPMENT:
The Company annually incurs costs on activities that relate to research and
development which are expensed as incurred unless development costs meet certain
criteria for capitalization.

(M) USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results may differ from those estimates.

(N) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:
In December 2000, the Canadian Institute of Chartered Accountants released
Section 3500, "Earnings per share," which will be effective for the Company's
first quarter ended March 31, 2001. The standard will require the use of the
treasury stock method for calculating diluted earnings per share, consistent
with United States generally accepted accounting principles. Had the Company
applied the new standard in 2000, the calculation of 2000 diluted earnings
per share would have been $0.98 per share.

3. ACQUISITIONS:
During 1999 and 2000 the Company completed certain acquisitions which were
accounted for as purchases. The results of operations of the net assets acquired
are included in these financial statements from their respective dates of
acquisition.

1999 ACQUISITIONS:
In April 1999, the Company acquired 100% of the issued and outstanding shares of
Signar SRO from Gossen-Metrawatt GmbH in the Czech Republic. In September 1999,
the Company acquired 100% of the issued and outstanding shares of VXI
Electronics, Inc. in Milwaukie, Oregon. In October 1999, the Company acquired
certain assets of a manufacturing facility in Andover, Massachusetts from
Hewlett-Packard Company. In December 1999, the Company acquired 100% of the
issued and outstanding shares of EPS Wireless, Inc. from Preferred Networks Inc.
and certain assets of a repair facility from Fujitsu-ICL Systems Inc., both in
Dallas, Texas. The total purchase price for these acquisitions of $65,094 was
financed with cash.

Details of the net assets acquired in these acquisitions, at fair value, are as
follows:

<TABLE>
<CAPTION>
                                                                    ACQUISITIONS
- --------------------------------------------------------------------------------
<S>                                                                    <C>
Current assets                                                         $ 37,172
Capital assets                                                            8,178
Other long-term assets                                                       48
Goodwill and intellectual property                                       32,375
Other intangible assets                                                  16,380
Liabilities assumed                                                     (29,059)
- --------------------------------------------------------------------------------
Net assets acquired                                                    $ 65,094
- --------------------------------------------------------------------------------
</TABLE>

Other intangible assets represent the excess of purchase price over the fair
value of tangible assets acquired in facility acquisitions.


30  CELESTICA ANNUAL REPORT 2000

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

2000 ACQUISITIONS:
(A) IBM:
In February and May, 2000, the Company acquired certain assets from the
Enterprise Systems Group and Microelectronics Division of IBM in Rochester,
Minnesota and Vimercate and Santa Palomba, Italy, respectively. The total
purchase price of $470,021 was financed with cash.

(B) OTHER ACQUISITIONS:
In June 2000, the Company acquired 100% of the issued and outstanding shares of
NDB Industrial Ltda. in Brazil from NEC Corporation. In August 2000, the Company
acquired 100% of the issued and outstanding shares of Bull Electronics Inc. in
Lowell, Massachusetts from Groupe Bull. In November 2000, the Company acquired
100% of the issued and outstanding shares of NEC Technologies (UK) Ltd. in
Telford, U.K. from NEC Corporation. The total purchase price for these
acquisitions of $169,757 was financed with cash.

Details of the net assets acquired in these acquisitions, at fair value, are as
follows:

<TABLE>
<CAPTION>
                                           IBM   OTHER ACQUISITIONS
- -------------------------------------------------------------------
<S>                                  <C>                 <C>
Current assets                       $ 301,143           $  86,533
Capital assets                          98,164              35,133
Other long-term assets                   2,327                  --
Goodwill and intellectual property     213,855              74,045
Other intangible assets                 12,201                  --
Liabilities assumed                   (157,669)            (25,954)
- -------------------------------------------------------------------
Net assets acquired                  $ 470,021           $ 169,757
- -------------------------------------------------------------------
</TABLE>

Other intangible assets represent the excess of purchase price over the fair
value of tangible assets acquired in facility acquisitions.

4. ACCOUNTS RECEIVABLE:
Accounts receivable are net of an allowance for doubtful accounts of $40,730 at
December 31, 2000 (1999 - $12,800).

5. INVENTORIES:

<TABLE>
<CAPTION>
                         1999         2000
- ------------------------------------------
<S>                <C>          <C>
Raw materials      $  503,509   $1,298,469
Work in progress      108,928      215,185
Finished goods        109,896      150,650
- ------------------------------------------
                   $  722,333   $1,664,304
- ------------------------------------------
</TABLE>

6. CAPITAL ASSETS:

<TABLE>
<CAPTION>
                                              1999
- -----------------------------------------------------------------
                                        ACCUMULATED      NET BOOK
                                 COST  AMORTIZATION         VALUE
- -----------------------------------------------------------------
<S>                          <C>           <C>           <C>
Land                         $  6,170      $   --        $  6,170
Buildings                      56,666         4,738        51,928
Building improvements          25,969         4,420        21,549
Office equipment               41,608        15,532        26,076
Machinery and equipment       322,940        89,010       233,930
Software                       28,417         2,623        25,794
- -----------------------------------------------------------------
                             $481,770      $116,323      $365,447
- -----------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                              2000
- -----------------------------------------------------------------
                                        ACCUMULATED      NET BOOK
                                 COST  AMORTIZATION         VALUE
- -----------------------------------------------------------------
<S>                          <C>           <C>           <C>
Land                         $ 17,987      $   --        $ 17,987
Buildings                     131,877         8,662       123,215
Building improvements          42,760         9,088        33,672
Office equipment               64,531        25,441        39,090
Machinery and equipment       510,202       152,398       357,804
Software                       76,925        15,255        61,670
- -----------------------------------------------------------------
                             $844,282      $210,844      $633,438
- -----------------------------------------------------------------
</TABLE>

The above amounts include $8,070 (1999 - $7,577) of assets under capital lease
and accumulated amortization of $6,106 (1999 - $4,006) related thereto.

Depreciation and rental expense for the year ended December 31, 2000 was
$121,851 (1999 - $69,488; 1998 - $39,631) and $46,739 (1999 - $21,081; 1998 -
$13,338), respectively.


                                               CELESTICA ANNUAL REPORT 2000  31

<PAGE>

CELESTICA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

7. INTANGIBLE ASSETS:

<TABLE>
<CAPTION>
                                              1999
- -----------------------------------------------------------------
                                        ACCUMULATED      NET BOOK
                                 COST  AMORTIZATION         VALUE
- -----------------------------------------------------------------
<S>                          <C>           <C>           <C>
Goodwill                     $319,624      $ 64,891      $254,733
Other intangible assets        88,668        16,935        71,733
Intellectual property          77,124        36,037        41,087
- -----------------------------------------------------------------
                             $485,416      $117,863      $367,553
- -----------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                              2000
- -----------------------------------------------------------------
                                        ACCUMULATED      NET BOOK
                                 COST  AMORTIZATION         VALUE
- -----------------------------------------------------------------
<S>                          <C>           <C>           <C>
Goodwill                     $434,082      $104,028      $330,054
Other intangible assets       100,869        27,684        73,185
Intellectual property         250,123        75,090       175,033
- -----------------------------------------------------------------
                             $785,074      $206,802      $578,272
- -----------------------------------------------------------------
</TABLE>

Other intangible assets represent the excess of cost over the fair value of
tangible assets acquired in facility acquisitions.

The intellectual property primarily represents the cost of certain non-patented
intellectual property and process know-how.

Amortization expense is as follows:

<TABLE>
<CAPTION>

                                                  YEAR ENDED DECEMBER 31,
                                                1998         1999         2000
- ------------------------------------------------------------------------------
<S>                                          <C>          <C>          <C>
Amortization of goodwill                     $22,844      $31,064      $39,137
Amortization of other intangible assets        7,736        8,288       10,749
Amortization of intellectual property         14,792       16,217       39,053
- ------------------------------------------------------------------------------
                                             $45,372      $55,569      $88,939
- ------------------------------------------------------------------------------
</TABLE>

8. OTHER ASSETS:

<TABLE>
<CAPTION>
                                     1999          2000
- -------------------------------------------------------
<S>                              <C>           <C>
Deferred pension (note 17)       $ 23,054      $ 25,806
Deferred income taxes              37,146        81,504
Commodity taxes recoverable          --          78,290
Other                              11,077        19,711
- -------------------------------------------------------
                                 $ 71,277      $205,311
- -------------------------------------------------------
</TABLE>

Amortization of deferred financing costs for the year ended December 31, 2000
was $1,710 (1999 - $1,487; 1998 - $1,932).

9. LONG-TERM DEBT:

<TABLE>
<CAPTION>
                                                                   1999          2000
- -------------------------------------------------------------------------------------
<S>                                                            <C>           <C>
Global, unsecured, revolving credit facility due 2003 (a)      $     --      $     --
Global, unsecured, revolving credit facility due 2003 (b)            --            --
Senior Subordinated Notes due 2006 (c)                          130,000       130,000
Other                                                             4,197         1,945
- -------------------------------------------------------------------------------------
                                                                134,197       131,945
Less current portion                                              2,654         1,364
- -------------------------------------------------------------------------------------
                                                               $131,543      $130,581
- -------------------------------------------------------------------------------------
</TABLE>

(a) Concurrently with the initial public offering on July 7, 1998, the Company
entered into a global, unsecured, revolving credit facility providing up to
$250,000 of borrowings. The credit facility permits the Company and certain
designated subsidiaries to borrow funds for general corporate purposes
(including acquisitions). Borrowings under the facility bears interest at LIBOR
plus a margin and are repayable in July 2003. The weighted average interest rate
on this facility during 1999 was 5.8%. In 2000, there were no drawings against
this facility. There were no outstanding borrowings on this facility at December
31, 1999 and 2000. Commitment fees in 2000 were $496.

(b) In February 2000, the Company renewed its second global, unsecured,
revolving credit facility providing up to $250,000 of borrowings including a
swing line facility that provides for short-term borrowings up to a maximum of
seven days. The credit facility permits the Company and certain designated
subsidiaries to borrow funds for general corporate purposes (including
acquisitions). The revolving facility is repayable in April 2003. Borrowings
under the facility bears interest at LIBOR plus a margin except that borrowings
occurring under the swing line facility bears interest at a base rate. Other
than short-term borrowings under the swing line facility in 1999, there were no
borrowings on the revolving credit facility during 1999 and 2000. Commitment
fees in 2000 were $683.

(c) The Senior Subordinated Notes bear interest at 10.5%, are unsecured and are
subordinated to the payment of all senior debt of the Company. The Senior
Subordinated Notes may be redeemed December 31, 2001 or later at various
premiums above face value. In August 1998, the Company redeemed 35% of the
aggregate principal amount of the Senior Subordinated Notes originally issued
with proceeds from the initial public offering, at 110.5% of the principal
amount.


32  CELESTICA ANNUAL REPORT 2000

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

As at December 31, 2000, principal repayments due within each of the
next five years on all long-term debt are as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------
<S>                                          <C>
2001                                         $  1,364
2002                                              326
2003                                              255
2004                                               --
2005                                               --
Thereafter                                    130,000
- -----------------------------------------------------
</TABLE>

The global, unsecured, revolving credit facilities have restrictive covenants
relating to debt incurrence and sale of assets and also contains financial
covenants that indirectly restrict the Company's ability to pay dividends. A
change of control is an event of default. The Company's Senior Subordinated
Notes due 2006 include a covenant restricting the Company's ability to pay
dividends.

10. CONVERTIBLE DEBT:
In August 2000, Celestica issued Liquid Yield Option(TM) Notes (LYONs) with a
principal amount at maturity of $1,813,550, payable August 1, 2020. The Company
received gross proceeds of $862,865 and incurred $12,493 in underwriting
commissions, net of tax of $6,912. No interest is payable on the LYONs and the
issue price of the LYONs represents a yield to maturity of 3.75%. The LYONs are
subordinated in right of payment to all existing and future senior indebtedness
of the Company.

The LYONs are convertible at any time at the option of the holder, unless
previously redeemed or repurchased, into 5.6748 subordinate voting shares for
each $1 principal amount at maturity. Holders may require the Company to
repurchase all or a portion of their LYONs on August 2, 2005, August 1, 2010 and
August 1, 2015 and the Company may redeem the LYONs at any time on or after
August 1, 2005 (and, under certain circumstances, before that date). The Company
is required to offer to repurchase the LYONs if there is a change in control or
a delisting event. Generally, the redemption or repurchase price is equal to the
accreted value of the LYONs. The Company may elect to pay the principal amount
at maturity of the LYONs or the repurchase price that is payable in certain
circumstances, in cash or subordinate voting shares or any combination thereof.

Pursuant to Canadian generally accepted accounting principles, the LYONs are
recorded as an equity instrument and bifurcated into a principal equity
component (representing the present value of the notes) and an option component
(representing the value of the conversion features of the notes). The principal
equity component is accreted over the 20-year term through periodic charges to
retained earnings.

Supplementary fully diluted earnings per share is $0.95 for the year ended
December 31, 2000 and has been determined by assuming the principal element of
the convertible debt at maturity will be settled by the issuance of common
shares based on current share prices.

11. CAPITAL STOCK:
(A) AUTHORIZED:
An unlimited number of subordinate voting shares, which entitle the holder to
one vote per share, and an unlimited number of multiple voting shares, which
entitle the holder to twenty-five votes per share. Except as otherwise required
by law, the subordinate voting shares and multiple voting shares vote together
as a single class on all matters submitted to a vote of shareholders, including
the election of directors. The holders of the subordinate voting shares and
multiple voting shares are entitled to share ratably, as a single class, in any
dividends declared subject to any preferential rights of any outstanding
preferred shares in respect of the payment of dividends. Each multiple voting
share is convertible at any time at the option of the holder thereof into one
subordinate voting share. The Company is also authorized to issue an unlimited
number of preferred shares, issuable in series.

(B) ISSUED AND OUTSTANDING:

<TABLE>
<CAPTION>
                                                                                         TOTAL
                                                                                   SUBORDINATE
                                                                                  AND MULTIPLE
                                                    SUBORDINATE       MULTIPLE   VOTING SHARES      SHARES TO
NUMBER OF SHARES                                  VOTING SHARES  VOTING SHARES     OUTSTANDING      BE ISSUED
- -------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>            <C>               <C>
Balance December 31, 1998                          110,013,288      39,065,950     149,079,238       1,507,348
LTIP award (i)                                          52,886            --            52,886            --
Equity offerings (ii)                               34,500,000            --        34,500,000            --
Other share issuances (iii)                            726,955            --           726,955            --
Issued as consideration for acquisitions (iv)        1,000,172            --         1,000,172      (1,000,172)
- -------------------------------------------------------------------------------------------------------------
Balance December 31, 1999                          146,293,301      39,065,950     185,359,251         507,176
Equity offering (v)                                 16,600,000            --        16,600,000            --
Other share issuances (vi)                           1,279,137            --         1,279,137            --
Issued as consideration for acquisitions (vii)         147,999            --           147,999        (147,999)
- -------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2000                          164,320,437      39,065,950     203,386,387         359,177
- -------------------------------------------------------------------------------------------------------------
</TABLE>


                                                CELESTICA ANNUAL REPORT 2000  33

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                  SUBORDINATE       MULTIPLE        SHARES TO           TOTAL
AMOUNT                                          VOTING SHARES  VOTING SHARES        BE ISSUED          AMOUNT
- -------------------------------------------------------------------------------------------------------------

<S>                                                <C>            <C>              <C>             <C>
Balance December 31, 1998                          $  763,803     $  138,811       $    9,460      $  912,074
LTIP award (i)                                            534           --               --               534
Equity offerings, net of issue costs (ii)             727,408           --               --           727,408
Other share issuances (iii)                             6,061           --               --             6,061
Issued as consideration for acquisitions (iv)           6,616           --             (6,616)        --
- -------------------------------------------------------------------------------------------------------------
Balance December 31, 1999                           1,504,422        138,811            2,844       1,646,077
Equity offering, net of issue costs (v)               740,129           --               --           740,129
Other share issuances (vi)                              9,208           --               --             9,208
Issued as consideration for acquisitions (vii)          1,113           --             (1,113)           --
- -------------------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2000                          $2,254,872     $  138,811       $    1,731      $2,395,414
- -------------------------------------------------------------------------------------------------------------
</TABLE>

1999 CAPITAL TRANSACTIONS:
In December 1999, the Company completed a two-for-one split of the subordinate
voting and multiple voting shares by way of a stock dividend. All historical
share and per share information has been restated to reflect the effects of the
two-for-one stock split on a retroactive basis.

(i) In January 1999, the Company issued 52,886 subordinate voting shares under
the LTIP program for a cost of $534.

(ii) In 1999, the Company completed two equity offerings, issuing 34,500,000
subordinate voting shares for gross cash proceeds of $751,611 and incurred
$24,203 in share issuance costs, net of tax of $10,068. In March 1999, the
Company issued 18,400,000 subordinate voting shares for gross cash proceeds of
$263,580 and incurred $8,917 in share issuance costs, net of tax of $3,822. In
November 1999, the Company issued 16,100,000 subordinate voting shares for gross
cash proceeds of $488,031 and incurred $15,286 in share issuance costs, net of
tax of $6,246.

(iii) During 1999, pursuant to employee share purchase and option plans and LTIP
awards, the Company issued 726,955 subordinate voting shares as a result of the
exercise of options for cash of $6,061.

(iv) In 1999, the Company issued 1,000,172 subordinate voting shares to former
stockholders of International Manufacturing Services, Inc. (IMS), in connection
with the merger with IMS, at an ascribed value of $6,616 for $1,078 cash. Total
shares of 1,507,348 were reserved for issuance at the time of the IMS merger on
December 31, 1998. As at December 31, 1999, 507,176 subordinate voting shares
are reserved for issuance at an ascribed value of $2,844 for IMS options with an
exercise price below fair value at the date of the merger.

2000 CAPITAL TRANSACTIONS:
(v) In March 2000, the Company issued 16,600,000 subordinate voting shares for
gross cash proceeds of $757,375 and incurred $17,246 in share issue costs, net
of tax of $9,542.

(vi) During 2000, pursuant to employee share purchase and option plans and LTIP
awards, the Company issued 1,279,137 subordinate voting shares as a result of
the exercise of options for cash of $9,208.

(vii) In 2000, the Company issued 147,999 subordinate voting shares to former
stockholders of IMS, in connection with the merger with IMS, at an ascribed
value of $1,113 for $241 cash. Total shares of 1,507,348 were reserved for
issuance at the time of the IMS merger on December 31, 1998. As at December 31,
2000, 359,177 subordinate voting shares are reserved for issuance at an ascribed
value of $1,731 for IMS options with an exercise price below fair value at the
date of the merger.

(C) STOCK OPTION PLANS:
(i) LONG-TERM INCENTIVE PLAN ("LTIP")
The Company established the LTIP prior to the closing of its initial public
offering. Under this plan, the Company may grant stock options, performance
shares, performance share units and stock appreciation rights to directors,
permanent employees and consultants ("eligible participants") of the Company,
its subsidiaries and other companies or partnerships in which the Company has
a significant investment. Under the LTIP, up to 15,000,000 subordinate voting
shares may be issued from treasury. Options are granted at prices equal to
the market value at the date of the grant and are exercisable during a period
not to exceed ten years from such date.

(II) EMPLOYEE SHARE PURCHASE AND OPTION PLANS ("ESPO")
The Company has ESPO plans that were available to certain of its employees
and executives. As a result of the establishment of the LTIP, no further
options or shares may be issued under the ESPO plans. Pursuant to the ESPO
plans, employees and executives of the Company were offered the opportunity
to purchase, at prices equal to market value, subordinate voting shares and,
in connection with such purchase, receive options to acquire an additional
number of subordinate voting shares based on the number of subordinate voting
shares acquired by them under the ESPO plans. The exercise price for the
options is equal to the price per share paid for the corresponding
subordinate voting shares acquired under the ESPO plans.


34  CELESTICA ANNUAL REPORT 2000

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

Stock option transactions were as follows:

<TABLE>
<CAPTION>
                                                                                             WEIGHTED
                                                                                              AVERAGE
                                                                                             EXERCISE
NUMBER OF OPTIONS                                                               SHARES          PRICE
- -----------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>
Outstanding at December 31, 1997                                             6,246,016      $    5.00
Granted                                                                      1,982,746      $    8.06
Exercised                                                                      (12,540)     $    5.00
Cancelled                                                                      (34,448)     $    5.00
Assumed                                                                      3,346,080      $    4.61
- --------------------------------------------------------------------------------------
Outstanding at December 31, 1998                                            11,527,854      $    5.41
Granted                                                                      5,219,100      $   30.05
Exercised                                                                   (1,710,155)     $    8.25
Cancelled                                                                     (442,012)     $    7.37
- --------------------------------------------------------------------------------------
Outstanding at December 31, 1999                                            14,594,787      $   14.84
Granted                                                                      4,162,929      $   55.40
Exercised                                                                   (1,427,136)     $    6.85
Cancelled                                                                     (176,689)     $    7.33
- --------------------------------------------------------------------------------------
OUTSTANDING AT DECEMBER 31, 2000                                            17,153,891      $   25.16
- --------------------------------------------------------------------------------------
Cash consideration received on options exercised                          $      9,208
- --------------------------------------------------------------------------------------
Shares reserved for issuance upon exercise of stock options or awards       21,915,472
- --------------------------------------------------------------------------------------
</TABLE>


The following options were outstanding as at December 31, 2000:

<TABLE>
<CAPTION>

                                                       WEIGHTED                           WEIGHTED     REMAINING
                    RANGE OF     OUTSTANDING            AVERAGE     EXERCISABLE            AVERAGE          LIFE
PLAN         EXERCISE PRICES         OPTIONS     EXERCISE PRICE         OPTIONS     EXERCISE PRICE        (YEARS)
- -----------------------------------------------------------------------------------------------------------------
<S>        <C>                   <C>             <C>                <C>             <C>                <C>
ESPO       $  5.00 - $  7.50       5,970,827            $  5.36       2,786,370            $  5.31             7
LTIP       $  8.75 - $ 13.69       1,840,987            $ 12.13         547,258            $ 11.60             8
           $ 24.18 - $ 24.18         829,200            $ 24.18         207,300            $ 24.18             9
           $ 39.03 - $ 39.03       3,035,600            $ 39.03         758,900            $ 39.03             9
           $ 55.40 - $ 56.19       4,158,929            $ 55.95              --                 --             9
Other      $  0.93 - $ 13.31       1,318,348            $  4.61         999,741            $  4.97             6
                                  ----------
                                  17,153,891
                                  ----------
</TABLE>


12. RESEARCH AND DEVELOPMENT COSTS:
Total research and development costs for 2000 were $19,517 (1999 - $19,728;
1998 - $19,790).

13. INTEGRATION COSTS RELATED TO ACQUISITIONS:
The Company incurred costs of $16,103 in 2000 (1999 - $9,616; 1998 - $8,123)
relating to the establishment of business processes, infrastructure and
information systems for acquired operations. None of the integration costs
incurred related to existing operations.


14. OTHER CHARGES:

<TABLE>
<CAPTION>

                                                                  YEAR ENDED DECEMBER 31,
                                                                 1998         1999         2000
- -----------------------------------------------------------------------------------------------
<S>                                                         <C>           <C>          <C>
Write-down of intellectual property and goodwill (a)        $  41,813     $     --     $     --
Deferred financing costs and debt redemption fees (b)          17,830           --           --
Other                                                           5,100           --           --
- -----------------------------------------------------------------------------------------------
                                                            $  64,743     $     --     $     --
- -----------------------------------------------------------------------------------------------
</TABLE>


(a) During 1998, the Company completed a review of the recoverability of the
carrying value of its intellectual property. As a result of this review, the
Company concluded that certain processes and technologies acquired from IBM in
1996 were no longer in use and the future benefit of other technologies was less
certain than was previously the case. Accordingly, the Company's results of
operations for 1998 included a non-cash charge of $35,000 to reflect a
write-down of the carrying value of this intellectual property.

As a result of the merger with IMS, certain goodwill in the amount of $6,813
became impaired and was written off in 1998.

(b) In 1998, the Company incurred $17,830 in charges relating to the write-off
of deferred financing costs and debt redemption fees associated with the
prepayment of debt from the proceeds of the initial public offering. These
charges would be recorded as an extraordinary loss under United States generally
accepted accounting principles.


                                                CELESTICA ANNUAL REPORT 2000  35


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)

15. INCOME TAXES:

<TABLE>
<CAPTION>

                                                                YEAR ENDED DECEMBER 31,
                                                    1998                  1999              2000
- ------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>                   <C>
INCOME (LOSS) BEFORE TAX:
         Canadian operations                 $       209       $        84,849       $   179,405
         Foreign operations                      (50,726)               19,641            96,485
- ------------------------------------------------------------------------------------------------
                                             $   (50,517)      $       104,490       $   275,890
- ------------------------------------------------------------------------------------------------
CURRENT INCOME TAX EXPENSE:
         Canadian operations                 $     9,969       $        25,470       $    51,290
         Foreign operations                        5,078                 5,265            28,838
- ------------------------------------------------------------------------------------------------
                                             $    15,047       $        30,735       $    80,128
- ------------------------------------------------------------------------------------------------
DEFERRED INCOME TAX EXPENSE (RECOVERY):
         Canadian operations                 $   (10,490)      $        14,427       $    33,030
         Foreign operations                       (6,603)               (9,098)          (43,947)
- ------------------------------------------------------------------------------------------------
                                             $   (17,093)      $         5,329       $   (10,917)
- ------------------------------------------------------------------------------------------------
</TABLE>


The overall income tax provision differs from the provision computed at the
statutory rate as follows:

<TABLE>
<CAPTION>

                                                                         YEAR ENDED DECEMBER 31,
                                                                    1998          1999            2000
- ------------------------------------------------------------------------------------------------------
<S>                                                          <C>              <C>           <C>
Combined Canadian federal and provincial income tax rate           44.6%           44.6%         44.0%
- ------------------------------------------------------------------------------------------------------
Income taxes (recovery) based on earnings (loss) before
         income taxes at statutory rates                     $   (22,530)     $   46,602    $  121,392
Increase (decrease) resulting from:
Manufacturing and processing deduction                             1,694          (8,043)      (17,668)
Foreign income taxed at lower rates                               (3,016)        (11,373)      (43,871)
Amortization of non-deductible costs                              17,036           9,514         8,842
Other, including large corporations tax                            4,770            (636)          516
- ------------------------------------------------------------------------------------------------------
Income tax expense (recovery)                                $    (2,046)     $   36,064    $   69,211
- ------------------------------------------------------------------------------------------------------
</TABLE>


Deferred income taxes are recognized for future income tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their tax bases. Deferred tax assets
and liabilities are comprised of the following as at December 31, 1999 and
2000:

<TABLE>
<CAPTION>

                                                                                   1999          2000
- -----------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>
DEFERRED TAX ASSETS:
         Income tax effect of net operating losses carried forward            $  14,288     $  52,504
         Accounting provisions not currently deductible                          13,633        21,560
         Capital, intangible and other assets                                    18,115         6,746
         Share issue and convertible debt issue costs                            15,815        23,004
         Other                                                                    2,402         1,829
- -----------------------------------------------------------------------------------------------------
         Total deferred tax assets                                               64,253       105,643
- -----------------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES:
         Capital, intangible and other assets                                    (4,223)      (12,382)
         Deferred pension asset                                                  (7,925)       (8,868)
         Other                                                                   (6,665)         (875)
- -----------------------------------------------------------------------------------------------------
         Total deferred tax liabilities                                         (18,813)      (22,125)
- -----------------------------------------------------------------------------------------------------
Deferred income tax asset, net                                                $  45,440     $  83,518
- -----------------------------------------------------------------------------------------------------
</TABLE>


Celestica has been granted tax incentives, including tax holidays, for its Czech
Republic, China, Malaysia and Thailand subsidiaries. These tax incentives expire
between 2002 and 2012, and are subject to certain conditions with which the
Company expects to comply.

As at December 31, 2000, the Company had $131,000 of non-capital (net operating)
losses, the income tax benefits of which have been recognized in the financial
statements. These losses will expire over a 15 year period commencing in 2006.

The Company also has net capital losses amounting to $15,500, and has recognized
the benefit of these losses in the financial statements.


36  CELESTICA ANNUAL REPORT 2000


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)


In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
the character of the tax asset and tax planning strategies in making this
assessment. In order to fully realize the deferred tax assets, the Company will
need to generate future taxable income of approximately $265,000. Based upon
projections of future taxable income over the periods in which the deferred tax
assets are deductible, management believes that it is more likely than not that
the Company will realize the benefits of these assets.

16. RELATED PARTY TRANSACTIONS:
In 2000, the Company expensed acquisition and management related fees of $2,087
(1999 - $2,040; 1998 - $2,020) and capitalized acquisition related fees of $500
(1999 - $Nil; 1998 - $2,000) charged by its parent company. Management believes
that the fees charged were reasonable in relation to the services provided.

17. PENSION AND NON-PENSION POST-RETIREMENT BENEFIT PLANS:
The Company provides various pension and non-pension post-retirement benefit
plans for its employees. Non-pension post-retirement benefits are available to
all Company retirees. The benefits include medical, surgical, hospitalization
coverage, supplemental health, dental and group life insurance. Certain
employees participate in defined benefit plans; all other employees participate
in defined contribution plans.

The following information is provided with respect to the defined contribution
plans:

<TABLE>
<CAPTION>

                                                                YEAR ENDED DECEMBER 31,
                                                            1998        1999           2000
- -------------------------------------------------------------------------------------------
<S>                                                      <C>         <C>           <C>
Period cost, plans providing pension benefits            $ 5,685     $ 8,617       $ 12,815
- -------------------------------------------------------------------------------------------
</TABLE>


For the defined benefit pension plans, actuarial estimates are based on
projections of employees' compensation levels at the time of retirement. Maximum
retirement benefits are based upon the employees' best three consecutive years'
earnings. The Company has funded the plans over the past four years based on
actuarial calculations to maintain the plans on a fully funded basis. The most
recent actuarial valuations were completed as at January, March and April 2000.
The Company accrues the expected costs of providing non-pension, post-retirement
benefits during the periods in which the employees render service.


The estimated present value of accrued plan benefits and the estimated market
value of the net assets available to provide for these benefits at December 31,
1999 and 2000 are as follows:


<TABLE>
<CAPTION>

                                                    PENSION PLANS        OTHER BENEFIT PLANS
                                                  1999        2000        1999          2000
- --------------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>           <C>
Plan assets, at fair value                   $ 191,132   $ 188,559   $      --     $      --
Projected benefit obligations                  147,281     170,295      17,504        47,699
- --------------------------------------------------------------------------------------------
Excess of plan assets over projected
  benefit obligations                           43,851      18,264     (17,504)      (47,699)
Unamortized past service costs                      --          --       3,873         4,287
Unrecognized net loss (gain) from
  past experience and effects of
  changes in assumptions                       (17,865)      9,778       3,499         5,373
Foreign currency exchange rate changes          (2,932)     (2,236)        125           (47)
- --------------------------------------------------------------------------------------------
Deferred amount                              $  23,054   $  25,806   $ (10,007)    $ (38,086)
- --------------------------------------------------------------------------------------------
</TABLE>


The Company continues to make contributions to support ongoing plan obligations;
these contributions have been included in the deferred pension amount on the
consolidated balance sheets.

Pension fund assets consist primarily of fixed income and equity securities,
valued at market value. The following information is provided on pension fund
assets:

<TABLE>
<CAPTION>
                                                Pension Plans
                                               1999        2000
- -------------------------------------------------------------------
<S>                                          <C>         <C>

Opening plan assets                          $ 151,300   $ 191,132
Actual return on plan assets                    30,046       1,504
Foreign currency exchange rate changes           2,518     (11,176)
Contributions by employees                       1,873       2,107
Contributions by employer                        7,033       7,526
Benefits paid                                   (1,638)     (2,534)
- -------------------------------------------------------------------
                                             $ 191,132   $ 188,559
- -------------------------------------------------------------------
Vested benefit obligations                   $  89,251   $ 100,641
- -------------------------------------------------------------------
Accumulated benefit obligations              $ 133,414   $ 143,150
- -------------------------------------------------------------------
</TABLE>

There are no assets recorded for the other benefit plans.


                                                CELESTICA ANNUAL REPORT 2000  37


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)


Projected benefit obligations are outlined below:

<TABLE>
<CAPTION>

                                                   PENSION PLANS        OTHER BENEFIT PLANS
                                                  1999        2000       1999          2000
- -------------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>           <C>
Opening projected benefit obligations        $ 125,695   $ 147,281   $ 15,482      $ 17,504
Service cost                                     6,557       7,459      1,149         1,455
Interest cost                                    8,959      10,583      1,123         1,481
Benefits paid                                   (1,638)     (2,534)       (18)         (155)
Actuarial gains and losses                          --       7,297       (937)          360
Plan amendments                                     --          --         --           657
Acquisitions                                        --          --         --        26,345
Changes in assumptions                           4,446       7,484         --           538
Foreign currency exchange rate changes           3,262      (7,275)       705          (486)
- -------------------------------------------------------------------------------------------
                                             $ 147,281   $ 170,295   $ 17,504      $ 47,699
- -------------------------------------------------------------------------------------------
</TABLE>


Net plan expense is outlined below:


<TABLE>
<CAPTION>

                                                         PENSION PLANS                      OTHER BENEFIT PLANS
                                                    YEAR ENDED DECEMBER 31,                YEAR ENDED DECEMBER 31,
                                                  1998        1999       2000          1998         1999         2000
- ---------------------------------------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>           <C>          <C>          <C>
Plan cost:
Service cost - benefits earned               $   5,659   $   6,557   $  7,459      $    841     $  1,149     $  1,455
Interest cost on projected benefit
  obligations                                    7,467       8,959     10,583           855        1,123        1,481
Actual return on plan assets                   (14,194)    (30,046)    (1,504)           --           --           --
Amortization of past service costs                  --          --      2,405            --           --           --
Net amortization and deferral                    3,994      18,584    (14,982)          334        1,388          391
- ---------------------------------------------------------------------------------------------------------------------
                                             $   2,926   $   4,054   $  3,961      $  2,030     $  3,660     $  3,327
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>

Actuarial assumptions:
<S>                                         <C>     <C>              <C>             <C>             <C>             <C>
Weighted average discount rate for
  projected benefit obligations             6.50%   6.00% - 6.50%            6.50%    6.50% - 6.75%   6.50% - 8.00%   7.00% - 7.75%
Weighted average rate of
  compensation increase                     4.00%   3.50% - 4.00%            4.00%            5.10%           4.50%           4.50%
Weighted average expected long-term
  rate of return on plan assets             7.50%           7.50%    7.25% - 7.50%               --              --              --
Health care cost trend rate                    --              --               --    5.10% - 5.50%   5.10% - 7.40%   5.10% - 6.80%
</TABLE>


A one-percentage point increase and decrease in the assumed health care cost
trend rate would increase by $540 and decrease by $377 the service cost and
increase by $3,465 and decrease by $2,728 the accumulated obligation for other
benefit plans for the year ended December 31, 2000.


18. FINANCIAL INSTRUMENTS:
FAIR VALUES:
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments.

(a) The carrying amounts of cash, short-term investments, accounts receivable,
accounts payable and accrued liabilities approximate fair value due to the
short-term nature of these instruments.

(b) The fair values of the Company's long-term debt, including the current
portion thereof, is estimated based on the current trading value, where
available, or with reference to similarly traded instruments with similar terms.

(c) The fair values of foreign currency contract obligations are estimated based
on the current trading value, as quoted by brokers active in these markets.

The carrying amounts and fair values of the Company's financial instruments,
where there are differences at December 31, 1999 and 2000, are as follows:

<TABLE>
<CAPTION>

                                               DECEMBER 31, 1999        DECEMBER 31, 2000
                                              CARRYING        FAIR    CARRYING          FAIR
                                                AMOUNT       VALUE      AMOUNT         VALUE
- --------------------------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>           <C>

Senior Subordinated Notes and other
  long-term debt                             $ 130,000   $ 136,013   $ 130,000     $ 135,200
Foreign currency contracts                          --       4,250          --         7,498
- --------------------------------------------------------------------------------------------
</TABLE>


38  CELESTICA ANNUAL REPORT 2000


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)


OTHER DISCLOSURES:

(a) The Company has entered into foreign currency contracts to hedge foreign
currency risk. These financial instruments include, to varying degrees, elements
of market, credit and exchange risk in excess of amounts recognized in the
balance sheets. The Company's forward exchange contracts do not subject the
Company to risk from exchange rate movements because gains and losses on such
contracts offset losses and gains on transactions being hedged. The Company does
not require collateral or other security to support financial instruments with
credit risk. As at December 31, 2000, the Company had outstanding foreign
exchange contracts to sell $425,091 in exchange for Canadian dollars over a
period of 17 months at a weighted average exchange rate of U.S. $0.67. In
addition, the Company had exchange contracts to sell $28,609 in exchange for
Euros over a period of 12 months at a weighted average exchange rate of U.S.
$0.88, $160,169 in exchange for British pounds sterling over a period of 12
months at a weighted average exchange rate of U.S. $1.44, and $35,133 in
exchange for Mexican pesos over a period of 12 months at a weighted average
exchange rate of U.S. $0.10. At December 31, 2000, these contracts had a fair
value asset of $7,498 (1999 - $4,250).

(b) The Company is a turnkey manufacturer of sophisticated electronics for
original equipment manufacturers engaged in the electronics manufacturing
industry. Financial instruments that potentially subject the Company to
concentrations of credit risk are primarily inventory repurchase obligations of
customers, accounts receivable and cash equivalents. The Company performs
ongoing credit evaluations of its customers' financial conditions and,
generally, requires no collateral from its customers. The Company maintains cash
and cash equivalents in high quality short-term investments or on deposit with
major financial institutions.

19. COMMITMENTS:
The Company has operating leases and license commitments that require future
payments as follows:


<TABLE>
<CAPTION>

                                 OPERATING                   LICENSE
                                    LEASES               COMMITMENTS                     TOTAL
- ----------------------------------------------------------------------------------------------
<S>                        <C>                       <C>                       <C>
2001                       $        52,465           $        10,681            $       63,146
2002                                45,510                       562                    46,072
2003                                33,976                      --                      33,976
2004                                14,083                      --                      14,083
2005                                 8,939                      --                       8,939
Thereafter                          42,016                      --                      42,016
- ----------------------------------------------------------------------------------------------
</TABLE>


20. CONTINGENCIES:
Contingent liabilities in the form of letters of credit and guarantees,
including guarantees of employee share purchase loans, amounted to $12,018 at
December 31, 2000 (1999 - $30,784).

In the normal course of operations the Company may be subject to litigation and
claims from customers, suppliers and former employees. Management believes that
adequate provisions have been recorded in the accounts where required. Although
it is not possible to estimate the extent of potential costs, if any, management
believes that the ultimate resolution of such contingencies would not have a
material adverse effect on the financial position of the Company.

21. SIGNIFICANT CUSTOMERS:
During 2000, two customers individually comprised 25% and 21% of total revenue
across all geographic segments. At December 31, 2000, these customers
represented 21% and 26%, respectively, of the Company's accounts receivable.

During 1999, three customers individually comprised 25%, 18% and 12% of total
revenue across all geographic segments. At December 31, 1999, these customers
represented 15%, 14% and 4%, respectively, of the Company's accounts receivable.

During 1998, three customers individually comprised 27%, 19% and 11% of total
revenue across all geographic segments. At December 31, 1998, these customers
represented 16%, 14% and 12%, respectively, of the Company's accounts
receivable.

22. SEGMENTED INFORMATION:
The Company's operations fall into one dominant industry segment, the
electronics manufacturing services industry. The Company manages its operations,
and accordingly determines its operating segments, on a geographic basis. The
performance of geographic operating segments is monitored based on EBIAT
(earnings before interest, income taxes, amortization of intangible assets,
integration costs related to acquisitions and other charges). The Company
monitors enterprise-wide performance based on adjusted net earnings, which is
calculated as net earnings (loss) before amortization of intangible assets,
integration costs related to acquisitions and other charges, net of related
income taxes. Inter-segment transactions are reflected at market value.


                                                CELESTICA ANNUAL REPORT 2000  39

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)


The following is a breakdown of: revenue; EBIAT, adjusted net earnings (which is
after income taxes); capital expenditures; total assets; intangible assets; and
capital assets by operating segment. Certain comparative information has been
restated to reflect changes in the management of operating segments.


<TABLE>
<CAPTION>


                                                                 YEAR ENDED DECEMBER 31,
                                                      1998                 1999                 2000
- ----------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>                  <C>

Revenue
Canada                                        $  1,555,592         $  2,226,978         $  3,006,576
United States                                      944,324            1,360,609            3,265,786
Europe                                             749,284            1,108,615            2,823,268
Asia                                                    --              710,164            1,141,925
Elimination of inter-segment revenue                    --             (109,133)            (485,480)
- ----------------------------------------------------------------------------------------------------
                                              $  3,249,200         $  5,297,233         $  9,752,075
- ----------------------------------------------------------------------------------------------------

EBIAT
Americas                                      $     75,058         $    114,168         $    202,376
Europe                                              24,912               42,840              121,144
Asia                                                    --               23,336               38,429
- ----------------------------------------------------------------------------------------------------
                                                    99,970              180,344              361,949
Interest, net                                      (32,249)             (10,669)              18,983
Amortization of intangible assets                  (45,372)             (55,569)             (88,939)
Integration costs related to acquisitions           (8,123)              (9,616)             (16,103)
Other charges                                      (64,743)                  --                   --
- ----------------------------------------------------------------------------------------------------
Earnings (loss) before income taxes           $    (50,517)        $    104,490         $    275,890
- ----------------------------------------------------------------------------------------------------
Adjusted net earnings                         $     45,372         $    122,974         $    304,062
- ----------------------------------------------------------------------------------------------------

CAPITAL EXPENDITURES
Americas                                      $     39,118         $    138,004         $    154,006
Europe                                              26,652               29,102               86,833
Asia                                                    --               44,725               41,941
- ----------------------------------------------------------------------------------------------------
                                              $     65,770         $    211,831         $    282,780
- ----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>


                                                                               AS AT DECEMBER 31,
                                                                           1999                 2000
- ----------------------------------------------------------------------------------------------------
<S>                                                                <C>                  <C>
TOTAL ASSETS
Americas                                                           $  1,755,682         $  3,444,528
Europe                                                                  519,204            1,904,731
Asia                                                                    380,704              588,726
- ----------------------------------------------------------------------------------------------------
                                                                   $  2,655,590         $  5,937,985
- ----------------------------------------------------------------------------------------------------
INTANGIBLE ASSETS
Americas                                                           $    238,093         $    307,802
Europe                                                                   54,214              196,557
Asia                                                                     75,246               73,913
- ----------------------------------------------------------------------------------------------------
                                                                   $    367,553         $    578,272
- ----------------------------------------------------------------------------------------------------
CAPITAL ASSETS
Americas                                                           $    226,617         $    327,020
Europe                                                                   71,647              216,049
Asia                                                                     67,183               90,369
- ----------------------------------------------------------------------------------------------------
                                                                   $    365,447         $    633,438
- ----------------------------------------------------------------------------------------------------
</TABLE>


23. SUBSEQUENT EVENT:
In December 2000, the Company entered into agreements with Motorola Inc. of
Schaumburg, Illinois to purchase the manufacturing assets in Dublin, Ireland and
Mt. Pleasant, Iowa. The purchase price is estimated to be approximately $70,000.
At the same time, the Company entered into a strategic supply agreement. This
acquisition is expected to close in the first quarter of 2001.


40  CELESTICA ANNUAL REPORT 2000

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)


24. CANADIAN AND UNITED STATES ACCOUNTING POLICY DIFFERENCES:
The consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles ("GAAP") as applied in
Canada. The significant differences between Canadian and United States GAAP and
their effect on the consolidated financial statements of the Company are
described below:

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS):
The following table reconciles net earnings (loss) as reported in the
accompanying consolidated statements of earnings (loss) to net earnings (loss)
that would have been reported had the consolidated financial statements been
prepared in accordance with United States GAAP:


<TABLE>
<CAPTION>


                                                                             YEAR ENDED DECEMBER 31,
                                                                        1998           1999           2000
- ----------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>          <C>
Net earnings (loss) in accordance with Canadian GAAP               $ (48,471)      $ 68,426     $  206,679
Compensation expense (a)(b)                                           (6,246)        (1,900)        (2,500)
Interest expense on convertible debt, net of tax of $3,768 (c)            --             --         (6,811)
- ----------------------------------------------------------------------------------------------------------
Net earnings (loss) in accordance with United States GAAP          $ (54,717)      $ 66,526     $  197,368

Other comprehensive income:
Foreign currency translation adjustment                                 (146)        (3,554)           (60)
- ----------------------------------------------------------------------------------------------------------
Comprehensive income (loss) in accordance with
  United States GAAP                                               $ (54,863)      $ 62,972     $  197,308
- ----------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share                                    $   (0.53)      $   0.40     $     0.99
Diluted earnings per share (d)                                           N/A       $   0.38     $     0.96
- ----------------------------------------------------------------------------------------------------------
Net earnings (loss) is comprised of the following:
  Net earnings (loss)                                              $ (54,717)      $ 66,526     $  197,368
  Extraordinary loss on debt redemption, net of tax (note 14)         14,367             --             --
- ----------------------------------------------------------------------------------------------------------
Net earnings (loss) before extraordinary loss                      $ (40,350)      $ 66,526     $  197,368
- ----------------------------------------------------------------------------------------------------------
Basic earnings (loss) per share before extraordinary loss          $   (0.39)      $   0.40     $     0.99
Diluted earnings per share before extraordinary loss (d)                 N/A       $   0.38     $     0.96
- ----------------------------------------------------------------------------------------------------------
</TABLE>


N/A - Diluted loss per share, calculated using the treasury stock method in
accordance with U.S. GAAP, has not been disclosed as the effect of the potential
conversion of dilutive securities is anti-dilutive.

The cumulative effect of these adjustments on shareholders' equity of the
Company is as follows:


<TABLE>
<CAPTION>


                                                                                     DECEMBER 31,
                                                                        1998             1999         2000
- ----------------------------------------------------------------------------------------------------------
<S>                                                                <C>             <C>          <C>
Shareholders' equity in accordance with Canadian GAAP              $ 859,266       $1,658,141   $3,469,269
Compensation expense (a)(b)                                           (6,246)          (8,146)     (10,646)
Interest expense on convertible debt, net of tax (c)                      --               --       (6,811)
Convertible debt (c)                                                      --               --     (860,547)
Convertible debt accretion, net of tax (c)                                --               --        5,375
- ----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with United States GAAP         $ 853,020       $1,649,995   $2,596,640
- ----------------------------------------------------------------------------------------------------------
</TABLE>


(a) In 1998, the Company amended the vesting provisions of 6,235,890 employee
stock options issued in 1997 and 1998. Under the previous vesting provisions,
such options vested based on the achievement of earnings targets. A portion of
these options now vest over a specified time period and the balance vested on
completion of the initial public offering in 1998. Under United States GAAP,
this amendment required a new measurement date for purposes of accounting for
compensation expense, resulting in a charge equal to the aggregate difference
between the fair value of the underlying subordinate voting shares at the date
of the amendment and the exercise price for such options. As a result, under
United States GAAP the Company will record a $15,600 non-cash stock compensation
charge to be reflected in earnings over the vesting period as follows: 1998 -
$4,200; 1999 - $1,900; 2000 - $2,500; 2001 - $3,200; 2002 - $3,800. No similar
charge is required to be recorded by the Company under Canadian GAAP.


(b) Under United States GAAP, the contingent consideration of $2,046 associated
with the final settlement of the earn-out provision related to the 1997
acquisition of Ascent Power Technology Inc. was recorded as compensation expense
in 1998. Under Canadian GAAP, this contingent consideration has been recorded as
goodwill.


(c) Under Canadian GAAP, the Company recorded the convertible debt as an equity
instrument and recorded accretion charges to retained earnings. Under United
States GAAP, the convertible debt was recorded as a long-term liability and
accordingly, the Company recorded the accretion charges and amortization of debt
issue costs to interest expense.


                                                CELESTICA ANNUAL REPORT 2000  41

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)


(d) Under United States GAAP, diluted earnings per share is calculated using the
treasury stock method. Under the treasury stock method, the denominator is
adjusted for the assumed number of shares that would be repurchased by the
Company using the proceeds from the exercise of stock options, net of the number
of shares issued upon exercise of those options. Under Canadian GAAP, the
denominator is adjusted only for the assumed number of shares issued upon
exercise of the stock options and the numerator is adjusted for the imputed
interest income earned on the exercise proceeds.


OTHER DISCLOSURES REQUIRED UNDER UNITED STATES GAAP:
(a) Stock based compensation:

The Company measures compensation costs related to stock options granted to
employees using the intrinsic value method as prescribed by APB Opinion No. 25,
"Accounting for Stock Issued to Employees" as permitted by SFAS No. 123.
However, SFAS No. 123 does require the disclosure of pro forma net earnings
(loss) and earnings (loss) per share information as if the Company had accounted
for its employee stock options under the fair value method prescribed by SFAS
No. 123. Accordingly, the fair value of the options issued was determined using
the Black-Scholes option pricing model with the following assumptions: risk-free
rate of 5.4% (1999 - 5%; 1998 - 5%), dividend yield of 0%, a volatility factor
of the expected market price of the Company's shares of 70% (1999 - 47%; 1998 -
50%); and a weighted-average expected option life of 7.5 years in 2000 (1999 - 5
years; 1998 - 5 years). The weighted-average grant date fair values of options
issued in 2000 was $40.49 per share (1999 - $10.24 per share; 1998 - $4.30 per
share). For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to income over the vesting period. For the year ended
December 31, 2000, the Company's United States GAAP pro forma net earnings
(loss) is $176,231 and basic earnings (loss) per share is $0.88 (1999 - $52,345
and $0.31 per share; 1998 - $(61,699) and $(0.60) per share).


(b) Earnings per share supplemental disclosure:

The following table sets forth the computation of United States GAAP basic and
diluted earnings (loss) per share:

<TABLE>
<CAPTION>


                                                                      YEAR ENDED DECEMBER 31,
                                                               1998             1999           2000
- ---------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>            <C>
Earnings (loss) available to shareholders - basic       $   (54,717)      $   66,526     $  197,368
Add: Interest expense on convertible debt, net of tax            --               --          6,811
- ---------------------------------------------------------------------------------------------------
Earnings (loss) available to shareholders - diluted     $   (54,717)      $   66,526     $  204,179

Weighted average shares - basic (in thousands)              102,992          167,195        199,786
Weighted average shares - diluted (in thousands) (i)            N/A          175,582        211,815

Basic earnings (loss) per share                         $     (0.53)      $     0.40     $     0.99
Diluted earnings (loss) per share                               N/A       $     0.38     $     0.96
- ---------------------------------------------------------------------------------------------------
</TABLE>

(i) Adjusted for the dilutive impact of outstanding stock options and
convertible debt.

N/A - In 1998, the effect of stock options has been excluded from the
computation of diluted earnings (loss) per share as the effect was anti-dilutive
due to the loss for the year.

(c) Other recent United States accounting pronouncements:

The Financial Accounting Standards Board (FASB) has issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138
which amends SFAS No. 133. SFAS No. 133 establishes methods of accounting for
derivative financial instruments and hedging activities related to those
instruments as well as other hedging activities. The standard requires that all
derivatives be recorded on the balance sheet at fair value. The Company will
implement SFAS No. 133 for its first quarter ended March 31, 2001. In accordance
with the new standard, the Company will account for its existing foreign
currency contracts as cash flow hedges. Accordingly, on January 1, 2001, the
Company recorded an asset in the amount of $7,498 and a corresponding credit to
other comprehensive income as a cumulative-effect type adjustment to reflect the
initial mark-to-market on the foreign currency contracts. The Company expects to
release $6,477 of the gain to earnings in the next 12 months as the related
hedged items are recognized in earnings.


42  CELESTICA ANNUAL REPORT 2000

<PAGE>


SHARE INFORMATION


<TABLE>
<CAPTION>

MARKET LISTINGS (SYMBOL: CLS)               SHARES OUTSTANDING               AS AT DECEMBER 31, 2000
- ----------------------------------------------------------------------------------------------------
<S>                                         <C>                              <C>
New York Stock Exchange (NYSE)              Basic*                                       203,386,387
Toronto Stock Exchange (TSE)                Fully Diluted                                230,831,812
- ----------------------------------------------------------------------------------------------------
                                          * Composed of 164,320,437 Subordinate Voting Shares and
                                            39,065,950 Multiple Voting Shares
</TABLE>


CLOSING PRICE OF SHARES


<TABLE>
<CAPTION>


                                                                             AS AT DECEMBER 31, 2000
- ----------------------------------------------------------------------------------------------------
<S>                                                                          <C>
New York Stock Exchange                                                               $  54.25(U.S.)
Toronto Stock Exchange                                                                $  81.00(CDN)
- ----------------------------------------------------------------------------------------------------
</TABLE>


SHARE TRADING INFORMATION


<TABLE>
<CAPTION>

                                                CLOSING SHARE PRICE
(IPO PRICE: CDN$12.87, U.S.$8.75)         HIGH          LOW         END OF QUARTER            VOLUME
- ----------------------------------------------------------------------------------------------------
<S>                                  <C>           <C>              <C>                 <C>
NYSE (U.S.$)
2000 First Quarter                   $   60.06     $  37.56              $   53.06        75,117,400
2000 Second Quarter                  $   54.56     $  38.00              $   49.00        39,642,500
2000 Third Quarter                   $   84.00     $  48.69              $   69.25        80,355,200
2000 Fourth Quarter                  $   84.50     $  46.50              $   54.25       119,371,000

TSE (Cdn$)
2000 First Quarter                   $   87.40     $  54.00              $   76.35        61,429,900
2000 Second Quarter                  $   79.90     $  57.85              $   72.10        41,617,200
2000 Third Quarter                   $  123.65     $  72.60              $  103.65        43,279,500
2000 Fourth Quarter                  $  128.00     $  70.80              $   81.00        55,976,600
- ----------------------------------------------------------------------------------------------------
</TABLE>


VOLUME OF SHARES TRADED


<TABLE>
<CAPTION>

(TRADING PERIOD: YEAR ENDED DECEMBER 31, 2000)
- ----------------------------------------------------------------------------------------------------
<S>                                                                                      <C>
New York Stock Exchange                                                                  314,486,100
Toronto Stock Exchange                                                                   202,303,300
- ----------------------------------------------------------------------------------------------------
</TABLE>


Relative CSL Share Price Performance Versus TSE and S&P Indexes

[GRAPHIC]

JUNE 30, 1998 (IPO)
DECEMBER 31, 2000


RESEARCH COVERAGE
A.G. Edwards
Banc of America Securities
Bear Stearns
BMO Nesbitt Burns
CIBC World Markets
Credit Suisse First Boston
Deutsche Banc Alex. Brown
Edward Jones
FleetBoston Robertson Stephens
Goldman Sachs
Griffiths McBurney
HSBC
ING Barings
JP Morgan Chase
Lehman Brothers
Merrill Lynch
Midwest Research
Morgan Stanley Dean Witter
National Bank Financial Services
Needham and Company
Paradigm Capital
Prudential Securities
RBC Dominion Securities
Salomon Smith Barney
Scotia Capital Markets
Sprott Securities
TD Securities
UBS Warburg
Yorkton Securities


                                                CELESTICA ANNUAL REPORT 2000  43

<PAGE>


DIRECTORS

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 the company'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 company, to a
US$9.8 billion public company and leader in the electronics manufacturing
services industry. Previously, Mr. Polistuk spent 25 years with IBM Canada
where, over the course of his career, he managed all key functional areas of the
business. Mr. Polistuk holds a Bachelor of Applied Science degree in Electrical
Engineering from the University of Toronto. In 1994, he was presented with the
`2T5 Meritorious Service Medal' in recognition for his meritorious service in
and for the profession, by his peers in the University of Toronto Engineering
Alumni Association. He has been recognized in the industry with awards such as
Electronic Business' Outstanding CEO award and recognized as one of the `Hot 25'
by Electronic Buyers' News.

DIRECTORS

ANTHONY P. PUPPI has been the Chief Financial Officer of Celestica since its
establishment and a director of Celestica since October 1996. He was appointed
Executive Vice-President in October 1999 and General Manager, Global Services in
January 2001. Mr. Puppi is responsible for Celestica's financial activities and
Global Services. 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.

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. He is also a director of American Express
Company, Anixter International Inc., Clear Channel Communications Inc., and
Halliburton Company. Mr. Crandall holds a Bachelor of Science degree from the
University of Rhode Island and a Master of Business Administration degree from
The Wharton School of the University of Pennsylvania.

MARK L. HILSON is a Vice-President of Onex and has acted as a director of
Celestica since 1996. Mr. Hilson joined Onex in 1988 and was appointed
Vice-President in 1993. Prior to 1988, he was an associate in the Mergers &
Acquisitions Group at Merrill Lynch. Mr. Hilson is also a director of Lantic
Sugar Limited and Rogers Sugar Ltd. (sugar processing), MAGNATRAX Corporation
(metal fabrication), Unitive Inc. (advanced semi conductor packaging), Vincor
International Inc. (vintner) and a governor of Wilfrid Laurier University and
the Shaw Festival. Mr. Hilson holds an Honours Bachelor of Business
Administration (gold medallist) from Wilfrid Laurier University and a Master of
Business Administration (George F. Baker Scholar) from the Harvard University
Graduate School of Business Administration.

RICHARD S. LOVE is a former Vice-President of Hewlett-Packard and a former
general manager of the Computer Order Fulfillment and Manufacturing Group for
Hewlett-Packard's Computer Systems Organization. Mr. Love has been a director of
Celestica since July 1998. From 1962 until 1997, he held positions of increasing
responsibility with Hewlett-Packard, becoming Vice-President in 1992. He is a
former director of HMT Technology Corporation (electronics manufacturing) and a
former director of The Vendo Company (electronics) and the Information
Technology Industry Council. Mr. Love holds a Bachelor of Science degree in
Business Administration and Technology from Oregon State University and a Master
of Business Administration degree from Fairleigh Dickinson University.

ROGER L. MARTIN is Dean of the University of Toronto's Joseph L. Rotman School
of Management and has been a director of Celestica since July 1998. Mr. Martin
is a director of Monitor Company, a Cambridge, Massachusetts-based consulting
firm, and Thomson Corporation, one of the world's leading information companies,
and 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.


44  CELESTICA ANNUAL REPORT 2000

<PAGE>

ANTHONY R. MELMAN is a Vice-President of Onex and has been a director of
Celestica since 1996. Mr. Melman joined Onex as a shareholder and Vice-President
in 1984. From 1977 to 1984, he was Senior Vice-President of Canadian Imperial
Bank of Commerce responsible for worldwide merchant banking, project financing,
acquisitions and other specialized financing activities. Prior to emigrating to
Canada in 1977, Mr. Melman had extensive merchant banking experience in South
Africa and the United Kingdom. He is a director of a number of Onex-controlled
companies. Mr. Melman is also a director of Baycrest Centre for Geriatric Care,
as well as a member of their Finance Committee and Nominating Committee;
director of University of Toronto Asset Management Corporation; and a member of
the Board of Governors of Mount Sinai Hospital. Mr. Melman holds a Bachelor of
Science in Chemical Engineering from the University of The Witwatersrand, a
Master of Business Administration (gold medallist) from Cape Town University and
a Ph.D. in Finance from the University of The Witwatersrand.

GERALD W. SCHWARTZ is the Chairman of the Board, President and Chief Executive
Officer of Onex and has been a director of Celestica since July 1998. Prior to
founding Onex in 1983, Mr. Schwartz was a co-founder (in 1977) of CanWest
Capital Corp., now CanWest Global Communications Corp. He is a director of Onex,
The Bank of Nova Scotia, SC International Services, Inc. (airline catering) and
Phoenix Pictures Inc. (entertainment). Mr. Schwartz holds a Bachelor of Commerce
degree and a Bachelor of Laws degree from the University of Manitoba, a Master
of Business Administration degree from the Harvard University Graduate School of
Business Administration and a Doctor of Laws (Hon.) from St. Francis Xavier
University.

DON TAPSCOTT is Chairman of Itemus Inc., a leading architect of next generation
Internet strategies, solutions and software for Global 2000 organizations. He is
also Chairman of Digital 4Sight Corp., Itemus' strategy consulting and research
firm. Mr. Tapscott has been a director of Celestica since September 1998. He has
authored numerous books on the application of technology in business. He is a
Forum Fellow of the World Economic Forum and advises corporate executives around
the world on business strategy. Mr. Tapscott holds a Bachelor of Science degree
in Psychology and Statistics and a Master of Education degree specializing in
Research Methodology.

JOHN R. WALTER is the Chairman of the Board of Manpower, Inc., is the retired
President and Chief Operating Officer of AT&T Corp. and has been a director of
Celestica since July 1998. Mr. Walter joined AT&T Corp. in 1996. From 1969 to
1996, he held positions of increasing responsibility with R.R. Donnelley & Sons
Company, becoming President in 1987 and Chief Executive Officer and Chairman of
the Board in 1989. He is a director of Abbott Laboratories (pharmaceuticals),
Deere & Company (equipment and financial services), and Jones, Lang, LaSalle
(real estate services) and is a trustee of the Chicago Symphony Orchestra and of
Northwestern University. Mr. Walter holds a Bachelor of Science degree in
business administration from Miami University of Ohio.


OFFICERS OF THE COMPANY

EUGENE V. POLISTUK
Chairman and Chief Executive Officer

J. MARVIN MAGEE
President and Chief Operating Officer

ANTHONY P. PUPPI
Executive Vice-President, Chief Financial Officer and General Manager, Global
Services

R. THOMAS TROPEA
Vice Chair, Global Customer Units
and Worldwide Marketing and Business Development

ALASTAIR KELLY
Executive Vice-President,
Corporate Development

ARTHUR P. CIMENTO
Senior Vice-President, Corporate Strategies

LISA J. COLNETT
Senior Vice-President, Worldwide Process Management
and Chief Information Officer

ANDREW G. GORT
Executive Vice-President, Global Supply Chain Management

IAIN S. KENNEDY
Senior Vice-President, Integration

DONALD S. MCCREESH
Senior Vice-President, Human Resources

DANIEL P. SHEA
Senior Vice-President and Chief Technology Officer

RAHUL SURI
Senior Vice-President,
Mergers and Acquisitions

PETER J. BAR
Vice-President and Corporate Controller

ELIZABETH L. DELBIANCO
Vice-President,
General Counsel and Secretary

F. GRAHAM THOURET
Vice-President and Corporate Treasurer


                                               CELESTICA ANNUAL REPORT 2000  45

<PAGE>


                                                                          VALUES

AT CELESTICA, WE ARE PROUD OF OUR HISTORY IN THE TECHNOLOGY INDUSTRY. WE COMPETE
TO WIN IN THE GLOBAL MARKETPLACE WITH PRODUCTS AND SERVICES THAT DELIGHT OUR
CUSTOMERS. WE ARE COMMITTED TO PROVIDING SUPERIOR VALUE TO OUR STAKEHOLDERS. OUR
KEY COMPETITIVE ADVANTAGE IS OUR PEOPLE - TECHNOLOGY ALONE WILL NOT GUARANTEE
OUR FUTURE. CREATIVITY, COMMITMENT AND OUR PASSION FOR RESPONSIVENESS ALLOW US
TO THRIVE IN A CHANGING BUSINESS ENVIRONMENT. TO ENSURE CONTINUED FINANCIAL
SUCCESS, PRIDE IN OUR WORKPLACE AND HIGH MORALE, WE ARE COMMITTED TO ACHIEVING
CELESTICA'S GOALS THROUGH ADHERENCE TO THESE STATED VALUES AND PRINCIPLES:

PEOPLE
We are responsible and trustworthy. We have a sense of ownership and perform
best when:

- -    Respect for the individual is demonstrated and we treat each other with
     dignity and fairness.
- -    Diversity and equity are embraced in all our policies and practices.
- -    Status differentials are based only on business requirements.
- -    Conflict is resolved in a direct and timely manner.
- -    Work is stimulating and challenging.
- -    There is a balance between work and personal life.
- -    The leadership team sets an example by demonstrating commitment to these
     values and principles.

PARTNERSHIPS
Mutually beneficial relationships with customers, suppliers, educational
institutions and the community are essential.

- -    The highest standards of ethical behaviour are followed in all of our
     dealings.
- -    We understand and anticipate our partners' needs and capabilities, and help
     them plan for future requirements.
- -    Suppliers and other partners are recognized as an extension of our team.
- -    We support and encourage community involvement.

CUSTOMERS
Celestica's success is driven by our customers' success.

- -    It is easy to do business with us.
- -    We respond to our customers' needs with speed, agility and a `can do'
     attitude.
- -    We are competitive with our commitments and we meet them.

QUALITY
Quality is defined by the customer.

- -    Requirements are clearly defined, communicated and understood.
- -    We strive for error-free work and defect prevention.
- -    Variances are detected and permanently corrected at the source, ensuring
     that defects do not escape to the customer.
- -    Continuous improvement is designed into every aspect of our business.
- -    Quality is everyone's responsibility.
- -    We do not compromise quality.

TEAMWORK AND EMPOWERMENT
We work together to achieve Celestica's goals.

- -    We support Celestica's goals over a team's or individual's business goals.
- -    Teams have the necessary skills, resources, information and authority to
     self-manage both social and technical issues.
- -    Roles and responsibilities are clearly defined and understood.
- -    Adaptability, flexibility and initiative are expected from all.
- -    We willingly undertake any task required for the effective operation of our
     business.
- -    Leadership roles and activities are shared.
- -    Decisions are made:
     - at the source;
     - based on input from those affected;
     - considering both business and individual needs.

- -    We are accountable for our actions and responsibilities.
- -    We challenge boundaries and practices to initiate improvement.
- -    We encourage activities that build teamwork and high morale.

TECHNOLOGY AND PROCESSES
Our success is based on innovation and technology leadership.

- -    We make optimal use of resources and adhere to defined processes.
- -    We strive for simplicity and ease-of-use in the design of processes.
- -    Processes and systems are understood and developed with input from those
     responsible for execution.
- -    We use tools, technology and processes best suited to sustain our
     competitive advantage.

COMMUNICATION
We take time to listen and ensure understanding.

- -    Information is shared to maximize understanding, commitment and ownership.
- -    Communication is clear, timely, honest, accurate and takes place directly
     between concerned parties.
- -    We constructively offer and accept feedback.


46  CELESTICA ANNUAL REPORT 2000

<PAGE>


HIGH-CALIBRE WORKFORCE
We maintain a high-calibre workforce.

- -    We attract and retain people with the best qualifications, skills,
     aptitudes and attitudes that match our long-term requirements and work
     culture.
- -    We are trained and qualified to be proficient in our jobs.
- -    The development of appropriate technical, interpersonal and team skills is
     a shared responsibility between Celestica and each employee.
- -    We are responsible for effective knowledge transfer, skills development and
     succession planning.
- -    Developmental and job opportunities are known and accessible to all
     employees.
- -    We are committed to continuous learning.
- -    We have a flexible workforce in which employment arrangements may differ.
     We are committed to making employment a rewarding experience for both
     Celestica and the individual.

COMPENSATION AND RECOGNITION
Our compensation programs are competitive and influenced by overall company
success.

- -    We know what is expected of us and how our contribution is measured.
- -    Ongoing poor performance is not tolerated.
- -    We encourage innovation and risk-taking, and treat errors as opportunities
     to learn and grow.
- -    Skills, knowledge and contributions to the achievement of goals are key
     elements that influence compensation, recognition and opportunity.
- -    Individual, team and company achievements are recognized in a fair and
     consistent manner.
- -    We celebrate our successes.

ENVIRONMENT
We take pride in our workplace and are a responsible corporate citizen.

- -    Each of us is obligated to maintain a safe, clean, healthy and secure work
     environment.
- -    Our workplace is a showcase of our capabilities.
- -    We promote a healthy lifestyle.
- -    We protect the environment.



                                                         ENVIRONMENTAL POLICY

CELESTICA HAS ADOPTED THE FOLLOWING ENVIRONMENTAL POLICY - TO PROTECT THE
ENVIRONMENT AND TO CONDUCT ITS OPERATIONS IN THE ELECTRONICS MANUFACTURING
INDUSTRY USING SOUND MANAGEMENT PRACTICES. THIS POLICY IS THE FOUNDATION FOR OUR
ENVIRONMENTAL OBJECTIVES LISTED BELOW AND IS AVAILABLE TO ANYONE UPON REQUEST.

- -    Be an environmentally responsible neighbour in the communities where we
     operate. We will act responsibly to correct conditions that impact health,
     safety or the environment.

- -    Commit to a `prevention of pollution' program and achieve continual
     improvement in our environmental objectives.

- -    Environmental objectives and targets will be set each year based on the
     previous year's results and trends.

- -    Practice conservation in all areas of our business.

- -    Develop safe, energy efficient and environmentally conscious products and
     manufacturing processes.

- -    Assist in the development of technological solutions to environmental
     problems.

- -    Comply with or exceed all applicable and anticipated environmental
     Legislation and Regulations. Where none exist, we will set and adhere to
     stringent standards of our own.

- -    Conduct rigorous self-assessments and audits to ensure our compliance with
     this policy on an ongoing basis.


                                                CELESTICA ANNUAL REPORT 2000  47

<PAGE>


CORPORATE INFORMATION


ANNUAL MEETING
The 2001 annual meeting of Celestica shareholders will be held at 10:00 a.m.
Eastern Standard Time on April 18, 2001 at:

Imperial Room
Fairmont Royal York Hotel
100 Front Street
Toronto, Ontario
Canada  M5J 1E3

HEAD OFFICE
CELESTICA INC.
12 Concorde Place, 7th Floor
Toronto, Ontario
Canada  M3C 3R8

WEB SITE
http://www.celestica.com

AUDITORS
KPMG LLP
Suite 500
Yonge Corporate Centre
4120 Yonge Street
Toronto, Ontario
Canada  M2P 2B8

TRANSFER AGENTS AND REGISTRAR
SUBORDINATE VOTING SHARES

CANADA:
Computershare Trust Company
of Canada
151 Front Street West, 8th Floor
Toronto, Ontario
Canada M5J 2N1

U.S.:
Computershare Trust Company Inc.
12039 West Alameda Pkwy
Lakewood Colorado
80228
USA
Tel: 303-986-5400
Fax: 303-986-2444

INVESTOR RELATIONS
CELESTICA INVESTOR RELATIONS
12 Concorde Place, 7th Floor
Toronto, Ontario
Canada M3C 3R8

Telephone:        416-448-2211
Facsimile:        416-448-2280
E-mail:  clsir@celestica.com


<PAGE>



                                     CELESTICA GLOBAL LOCATIONS


CORPORATE HEAD OFFICE
CELESTICA INC.
12 Concorde Place
7th Floor
Toronto, Ontario
Canada M3C 3R8

OPERATIONS

THE AMERICAS
CANADA
844 Don Mills Road
Toronto, Ontario
Canada M3C 1V7

66 Leek Crescent
Richmond Hill, Ontario
Canada L4B 1H1

115 Mary Street
Aurora, Ontario
Canada L4G 1G3

U.S.A.
25902 Town Center Drive
Foothill Ranch, California
U.S.A. 92610

5325 Hellyer Avenue
San Jose, California
U.S.A. 95138

2222 Qume Drive
San Jose, California
U.S.A. 95131

4701 Technology Parkway
Fort Collins, Colorado
U.S.A. 80528

20 Alpha Road
Chelmsford, Massachusetts
U.S.A. 01824

1001 Pawtucket Boulevard
Lowell, Massachusetts
U.S.A. 01854

3605 Highway 52 N
Rochester, Minnesota
U.S.A. 55901

72 Pease Boulevard
Newington, New Hampshire
U.S.A. 03801

3600 Tarheel Drive
Raleigh, North Carolina
U.S.A. 27609

4607 SE Technology Parkway
Milwaukie, Oregon
U.S.A. 9722

Mid-South Logistics Center
455 Industrial Boulevard, Suite E
La Vergne, Tennessee
U.S.A. 37086

1432 Wainwright Way
Suite 116
Carrollton, Texas
U.S.A. 75007

3801 Realty Road
Dallas, Texas
U.S.A. 75244

925 First Avenue
P.O. Box 5000
Chippewa Falls, Wisconsin
U.S.A. 54729

15301 North IH 35
Pflugrville, Texas
U.S.A. 78660

MEXICO
Blvd. Parque Industrial
Monterrey 208
Apodaca, N.L.
Mexico C.P. 66600

BRAZIL
Rodovia SP-101 KM09
Hortolandia
Sao Paulo, Brazil
CEP 13185-900

Rodovia Presidente Dutra
Km 214
Guarulhos
State of Sao Paulo
Brazil
07210-902

EUROPE
UNITED KINGDOM
Manchester Road
Ashton-under-Lyne
Lancashire
U.K. OL7 0ES

Chemical Lane
Bradwell Wood, Longbridge, Hayes
Longport, Stoke-on-Trent
Staffordshire
U.K. ST6 6PB

Middlewich Road, Byley
Nr. Middlewich, Cheshire
U.K. CW10 9NT

Westfields House
West Avenue
Kidsgrove, Stoke-on-Trent
Staffordshire
U.K. ST7 1TL

Castle Farm
Priorslee
Telford
Shropshire
U.K. TF2 9SA

IRELAND
Holybanks
Swords
Co. Dublin, Ireland

ITALY
Via Ardeatina 2491
00040 Santa Palomba, (Roma)
Italia

Via Lecco 61
20059 Vimercate (Milano)
Italia

CZECH REPUBLIC
Ulice Osvobezni 363
Rajecko, Czech Republic
CZ 67902

ASIA
CHINA
4/F, Goldlion Holdings Centre,
13-15 Yuen Shun Circuit
Siu Lek Yuen, Shatin
Hong Kong

Mai Yuen Guan Li Qu, Changping
Dongguan, Guangdong, P.R.C.
511737

4th Floor, Blk B, No. 5, Xinghan Street
Suzhou Industrial Park, Suzhou City
Jiangsu Province, P.R.C.
215051

JAPAN
Teito Misakicho, Bldg 6F
7-10, Misakicho 2-chome
Chiyoda-ku,
Tokyo 101-006

MALAYSIA
Plot 15, Jalan Hi-Tech
2/3 Phase 1
Kulim, Hi-Tech Park
0900 Kulim, Kedah
Malaysia

SINGAPORE
2 Ang Mo Kio Street 64
Level 2
Ang Mo Kio Industrial Park 3
Singapore - Singapore 569084

THAILAND
49/12 Laem Chabang
Industrial Estate Moo. 5
Thungsukla, Siracha, Chon Buri
Thailand 20230


<PAGE>

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