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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-01-524573.txt : 20010723
<SEC-HEADER>0000912057-01-524573.hdr.sgml : 20010723
ACCESSION NUMBER:		0000912057-01-524573
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010720
FILED AS OF DATE:		20010720

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
		SEC ACT:		
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1685126

	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
<SEQUENCE>1
<FILENAME>a2054684z6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>

<PAGE>

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

                                    FORM 6-K

                       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 July 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
                               MONTH OF JULY 2001

Filed with this Form 6-K is the following:



o Press Release,  dated July 18, 2001,  the text of which is attached  hereto
as Exhibit 99.1 and is incorporated herein by reference, including Celestica
Inc.'s second quarter 2001 consolidated financial information.

Exhibits
- --------

99.1  - Press Release, dated July 18, 2001



<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: July 20, 2001              BY:  /s/ Elizabeth DelBianco
                                      -----------------------------------------
                                      Name:  Elizabeth DelBianco
                                      Title:  Vice President &  General Counsel



<PAGE>



                                  EXHIBIT INDEX


EXHIBIT                    DESCRIPTION
- -------                    -----------
99.1                       Press Release, dated July 18, 2001.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2054684zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>

SECOND QUARTER RESULTS                                 Wednesday, July 18, 2001
(All amounts in U.S. dollars.
Per share information based on diluted
shares outstanding unless noted otherwise.
Historical per share information reflects the impact
of the December 1999 two-for-one stock split and the
treasury stock method, retroactively applied)




                   CELESTICA ANNOUNCES SECOND QUARTER RESULTS

    Revenue Increases 27 Per Cent to $2.7 Billion, EPS Increases 37 Per Cent
                                    to $0.41



TORONTO, Canada - Celestica Inc. (NYSE, TSE: CLS), a world leader in
electronics manufacturing  services (EMS), today announced  financial results
for the second quarter ended June 30, 2001.

Revenue for the three months ended June 30, 2001 was $2,661  million,  up 27
per cent from  $2,092  million in the second  quarter  of 2000.  The
year-over-year increase  was  driven by  growth  in  multiple  end-markets
including  servers, communications and storage.

Adjusted net earnings,  which exclude the after-tax  impact of  amortization
of intangible  assets,  integration  costs  related to  acquisitions  and
one-time charges, increased 46 per cent to $93.1 million compared to $63.7
million in the second quarter of 2000.  The  year-over-year  improvements
resulted from higher revenue and improved operating margins.

Adjusted net earnings per share rose 37 per cent to $0.41 per share  compared
to $0.30  per share  for the same  period  in 2000 and in line  with the
company's guidance of $0.40-$0.42.

During the quarter, the company recorded a pre-tax restructuring charge of
$53.2 million.  Net earnings,  excluding this charge, would have been $60.0
million or $0.27 per share compared to $41.4 million or $0.20 per share for
the same period in 2000.  Net earnings for the quarter  including the
restructuring  charge was $15.8 million or $0.06 per share. The
restructuring  charge relates to facility consolidations and a reduction in
workforce as previously announced in April.

For the six-month period ended June 30, 2001, revenue was $5,353 million,  up
45 per cent from  $3,704  million  for the same  period  last  year.
Adjusted  net earnings  were $180.4  million,  up 75 per cent from $103.3
million  last year. Adjusted net  earnings  per share were $0.81,  up 62 per
cent from $0.50 for the same  period  last year.  Net  earnings  were  $70.6
million or $0.31 per share compared to $67.5 million or $0.33 per share last
year.

                                                                        more...

<PAGE>


                                       2

- -"Despite the challenges that the current  end-markets  have presented
Celestica and its customers,  we are pleased with our second quarter  results
and with the organization's  ability  to adapt in this  volatile
environment,"  said  Eugene Polistuk,  chairman and CEO,  Celestica.  "Our
focus continues to be on managing costs and  working  closely  with our
customers  to  manage  the  supply  chain efficiently in today's economic
turbulence.

"That  said,  we  remain  equally  focused  on the  future  and the
significant opportunity that exists  particularly as outsourcing  continues
to grow based on the  strategic  and  economic   benefits  it  offers  OEMs.
By  leveraging  the outsourcing  model,  our customers  are able to
concentrate  on other  critical aspects  of  their  business  without
sacrificing  any of  the  responsiveness, flexibility  or quality of their
manufacturing  operations.  It is this type of competitive  advantage that
continues to support our positive  long-term outlook for the EMS industry."

For the third  quarter,  the  company's  guidance  for revenue is
approximately $2.2-$2.5 billion.  The revenue guidance reflects the company's
ongoing cautious outlook  given  the  broad-based  slow  down  in
end-markets  and  the  limited visibility being expressed by customers. Third
quarter guidance for adjusted net earnings per share is  approximately
$0.27-$0.35,  which reflects the impact of the lower revenue base.

The company also announced that it would incur additional  restructuring
charges of $30-$40  million in the third quarter as it continues to
rationalize its cost structure.  This will involve additional  workforce
reductions of approximately five per cent.

ABOUT CELESTICA

Celestica  is a world leader in  electronics  manufacturing  services  (EMS)
for industry  leading  original  equipment  manufacturers  (OEMs),  primarily
in the computer and communications  sectors. With facilities in North
America,  Europe, Asia and Latin America,  Celestica  provides a broad range
of services including design,   prototyping,   assembly,  testing,  product
assurance,  supply  chain management, worldwide distribution and after-sales
service.

For further  information on Celestica,  visit its website at
www.celestica.com. The  company's  security  filings  can also be  accessed
at  www.sedar.com  and www.sec.gov.

                                                                        more...


<PAGE>


                                       3


SAFE HARBOUR AND FAIR DISCLOSURE STATEMENT

STATEMENTS  CONTAINED IN THIS PRESS RELEASE WHICH ARE NOT  HISTORICAL  FACTS
ARE FORWARD-LOOKING  STATEMENTS  WHICH  INVOLVE RISK AND  UNCERTAINTIES
WHICH COULD CAUSE  ACTUAL  RESULTS  TO  DIFFER   MATERIALLY  FROM  THOSE
EXPRESSED  IN  THE 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 VARIOUS
PUBLIC FILINGS AT www.sedar.com AND http://www.sec.gov.

AS OF ITS DATE, THIS PRESS RELEASE CONTAINS ANY MATERIAL INFORMATION
ASSOCIATED WITH THE COMPANY'S SECOND QUARTER  FINANCIAL  RESULTS,  AND
REVENUE AND ADJUSTED EARNINGS GUIDANCE FOR THE THIRD QUARTER ENDING SEPTEMBER
30, 2001.

Contacts:
Laurie Flanagan                                    Paul Carpino
Celestica Corporate Communications                 Celestica Investor Relations
(416) 448-2200                                     (416) 448-2211
media@celestica.com                                clsir@celestica.com
- -------------------                                -------------------


                                                                        more...

<PAGE>

                                       4

                                 CELESTICA INC.

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

<TABLE>
<CAPTION>


                                                     DECEMBER 31        JUNE 30
                                                         2000            2001
                                                   --------------  -------------
<S>                                                <C>             <C>
ASSETS
Current assets:
  Cash and short-term investments................. $     883,757   $   1,261,259
  Accounts receivable ............................     1,785,716       1,615,967
  Inventories ....................................     1,664,304       1,517,089
  Prepaid and other assets........................       138,830         117,563
  Deferred income taxes...........................        48,357          27,484
                                                   -------------   -------------
                                                       4,520,964       4,539,362
Capital assets ...................................       633,438         752,667
Intangible assets ................................       578,272         566,662
Other assets .....................................       205,311         142,889
                                                   -------------   -------------
                                                   $   5,937,985   $   6,001,580
                                                   =============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable................................ $   1,730,460   $   1,020,785
  Accrued liabilities.............................       466,310         486,406
  Income taxes payable............................        52,572          35,289
  Deferred income taxes...........................         7,702           7,704
  Current portion of long-term debt ..............         1,364             413
                                                   -------------   -------------
                                                       2,258,408       1,550,597
Accrued post-retirement benefits .................        38,086          42,675
Long-term debt ...................................       130,581         130,188
Other long-term liabilities.......................         3,000           2,000
Deferred income taxes.............................        38,641          12,993
                                                   -------------   -------------
                                                       2,468,716       1,738,453
Shareholders' equity:
  Convertible debt................................       860,547         873,344
  Capital stock (note 4)..........................     2,395,414       3,112,886
  Retained earnings...............................       217,512         281,114
  Foreign currency translation adjustment.........        (4,204)         (4,217)
                                                    ------------    -------------
                                                       3,469,269       4,263,127
                                                    ------------    ------------
                                                   $   5,937,985   $   6,001,580
                                                   =============   =============
</TABLE>


          See accompanying notes to consolidated financial statements.

    These interim financial statements should be read in conjunction with the
                   annual consolidated financial statements.


                                                                         more...

<PAGE>

                                      5

                                 CELESTICA INC.

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

<TABLE>
<CAPTION>


                                                        THREE MONTHS ENDED                 SIX MONTHS ENDED
                                                              JUNE 30                          JUNE 30
                                                         2000           2001            2000                2001
                                                   -------------- -------------   --------------      ----------
<S>                                                  <C>          <C>               <C>               <C>
Revenue...........................................   $ 2,091,883  $  2,660,706      $  3,704,206      $  5,353,281
Cost of sales.....................................     1,946,047     2,468,535         3,447,784         4,967,802
                                                     -----------    ----------      ------------        ----------
Gross profit......................................       145,836       192,171           256,422           385,479
Selling, general and administrative expenses .....        73,457        86,415           131,482           175,459
Amortization of intangible assets ................        19,248        28,130            34,571            57,708
Integration costs related to acquisitions ........         4,904         7,797             5,571            10,123
Other charges (note 5)............................             -        53,198                 -            56,998
                                                     -----------    ----------      ------------        ----------
Operating income .................................        48,227        16,631            84,798            85,191
Interest on long-term debt........................         3,919         5,115             7,757             9,449
Interest income, net..............................       (10,201)       (7,559)          (15,851)          (15,447)
                                                     ------------   -----------     -------------       ------------
Earnings before income taxes......................        54,509        19,075            92,892            91,189
                                                     -----------    ----------      ------------        ----------
Income taxes:
  Current.........................................        17,390         6,310            30,943            19,314
  Deferred (recovery).............................        (4,308)       (3,067)           (5,578)            1,236
                                                     ------------   -----------     -------------       ----------
                                                          13,082         3,243            25,365            20,550
                                                     -----------    ----------      ------------        ----------
Net earnings for the period.......................        41,427        15,832            67,527            70,639

Retained earnings, beginning of period............        42,308       268,883            16,208           217,512
Convertible debt accretion, net of tax............             -        (3,601)                -            (7,037)
                                                     -----------    -----------     ------------        -----------
Retained earnings, end of period..................   $    83,735    $  281,114      $     83,735        $  281,114
                                                     ===========    ==========      ============        ==========

Basic earnings per share..........................   $      0.20    $     0.06      $      0.34         $     0.31


Diluted earnings per share (note 2)...............   $      0.20    $     0.06      $      0.33         $     0.31

Weighted average number of shares outstanding:
   - basic (in thousands)......................          202,729       207,018          196,424            204,673
   - diluted (in thousands) (note 2)..............       211,861       225,548          205,498            223,680
</TABLE>


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

<TABLE>
<CAPTION>


                                                          THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                JUNE 30                        JUNE 30
                                                         2000           2001            2000                2001
                                                   -------------- --------------  ----------------    ----------

<S>                                                <C>            <C>             <C>                 <C>
Adjusted net earnings (1).........................  $   63,715     $    93,052     $   103,264        $  180,385

Adjusted net earnings per share - basic...........  $     0.31     $      0.43     $      0.53        $     0.85

Adjusted net earnings per share - diluted
 (note 2).........................................  $     0.30     $      0.41     $      0.50        $     0.81
</TABLE>

(1) Adjusted net earnings exclude the after-tax effect of integration costs
    related to acquisitions, other charges and amortization of intangible
    assets.

          See accompanying notes to consolidated financial statements.
    These interim financial statements should be read in conjunction with the
                    annual consolidated financial statements.


                                                                         more...

<PAGE>

                                       6

                                 CELESTICA INC.

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

<TABLE>
<CAPTION>


                                                            THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                  JUNE 30                         JUNE 30
                                                           2000              2001          2000            2001
                                                      --------------   -------------- --------------  --------------
     CASH PROVIDED BY (USED IN):
        OPERATIONS:
<S>                                                   <C>              <C>            <C>             <C>
       Net earnings for the period ...................$     41,427     $    15,832    $    67,527     $     70,639
       Items not affecting cash:
         Depreciation and amortization................      48,357          71,291         87,249          141,027
         Deferred income taxes........................      (4,308)         (3,067)        (5,578)           1,236
         Other charges (note 5).......................           -          16,928              -           17,228
         Other........................................      (8,695)           (460)        (9,335)           1,291
                                                      --------------   -------------- --------------  --------------

      Cash from earnings..............................      76,781         100,524        139,863          231,421
                                                      --------------   -------------- --------------  --------------
      Changes in non-cash working capital items:
         Accounts receivable..........................    (227,931)       (128,110)      (324,822)         173,824
         Inventories..................................    (153,626)        208,040       (274,652)         176,686
         Other assets.................................     (23,850)        144,545        (41,024)          91,290
         Accounts payable and accrued liabilities.....     157,895        (108,483)       367,623         (704,513)
         Income taxes payable.........................       4,636          (4,345)        (7,407)         (17,283)
                                                      --------------   -------------- --------------  --------------

         Non-cash working capital changes.............    (242,876)        111,647       (280,282)        (279,996)
                                                      --------------   -------------- --------------  --------------
         Cash provided by (used in) operations........    (166,095)        212,171       (140,419)         (48,575)
                                                      --------------   -------------- --------------  --------------

     INVESTING:
        Acquisitions, net of cash acquired............    (461,622)        (82,397)      (596,733)        (148,117)
        Purchase of capital assets....................     (29,311)        (59,252)       (97,903)        (136,085)

        Other.........................................      21,088           1,308         21,647              922
                                                      --------------   -------------- --------------  --------------

        Cash used in investing activities.............    (469,845)       (140,341)      (672,989)        (283,280)
                                                      --------------   -------------- --------------  --------------


     FINANCING:
        Bank indebtedness.............................      (8,880)              -         (8,880)               -
        Decrease in long-term debt....................      (1,046)           (376)        (1,681)          (1,653)
        Deferred financing costs......................         (63)             (4)          (104)             (19)
        Issuance of share capital.....................         631         717,949        764,674          722,029
        Share issue costs, pre-tax....................           -         (10,000)       (26,788)         (10,000)
        Other.........................................      (1,443)         (1,000)        (1,687)          (1,000)
                                                      --------------   -------------- --------------  --------------
     Cash provided by (used in) financing activities..     (10,801)        706,569        725,534          709,357
                                                      --------------   -------------- --------------  --------------
     Increase (decrease) in cash......................    (646,741)        778,399        (87,874)         377,502
     Cash, beginning of period........................     930,389         482,860        371,522          883,757
                                                      --------------   -------------- --------------  --------------
     Cash, end of period..............................  $  283,648     $ 1,261,259     $  283,648     $  1,261,259
                                                      --------------   -------------- --------------  --------------
                                                      --------------   -------------- --------------  --------------

     Supplemental information:
       Paid during the period:
         Interest.....................................  $      7,331   $     7,648     $    7,757     $      8,152
         Taxes........................................  $      8,617   $    12,627     $   32,374     $     32,059

     Non-cash financing activities:
      Convertible debt accretion, net of tax .........  $          -   $     3,601     $        -     $      7,037
      Shares issued for acquisitions..................  $          -   $       530     $        -     $      2,030
</TABLE>

         Cash is comprised of cash and short-term investments.

          See accompanying notes to consolidated financial statements.
These interim financial statements should be read in conjunction with the annual
                       consolidated financial statements.


                                                                         more...

<PAGE>

                                       7

                                 CELESTICA INC.

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

1.    NATURE OF BUSINESS:

     The primary  operations of the Company consist of 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 has  operations
in the United  States, Canada,  Mexico, United Kingdom,  Ireland,  Italy,
Thailand,  China, Hong Kong, Czech Republic, Brazil, Singapore, Japan and
Malaysia.

     The Company prepares its financial statements in accordance with
accounting principles  generally  accepted in Canada,  with a reconciliation
to accounting principles  generally  accepted  in the United  States,
included  in the annual consolidated financial statements.

       The Company  experiences  seasonal  variation  in revenue,  with
revenue typically being highest in the fourth quarter and lowest in the first
quarter.

2.    SIGNIFICANT ACCOUNTING POLICIES:

     The disclosures contained in these unaudited interim consolidated
financial statements  do not include all  requirements  of generally
accepted  accounting principles for annual financial  statements.  The
unaudited interim consolidated financial  statements should be read in
conjunction with the annual consolidated financial statements for the year
ended December 31, 2000.

     The unaudited  interim  consolidated  financial  statements  are based
upon accounting  principles  consistent  with those used and  described in
the annual consolidated financial statements, except that in the first
quarter of 2001, the Company  adopted   retroactively   the  new  Canadian
Institute  of  Chartered Accountants  Handbook Section 3500 "Earnings per
share",  which requires the use of the treasury stock method for calculating
diluted  earnings per share.  This change  results in an earnings per share
calculation  which is consistent  with United States generally  accepted
accounting  principles.  Previously  reported diluted earnings per share have
been restated to reflect this change.

     The  unaudited  interim  consolidated   financial  statements  reflect
all adjustments,  consisting only of normal  recurring  accruals,  which are,
in the opinion of management, necessary to present fairly the financial
position of the Company as of June 30, 2001 and the results of operations and
cash flows for the three and six months ended June 30, 2001 and 2000.

3.   ACQUISITIONS:

    During the first half of 2001, 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.

     In January 2001, the Company  acquired Excel  Electronics,  Inc.
through a merger with Celestica (US) Inc., a subsidiary of the Company.  In
February 2001, the Company acquired certain assets located in Dublin, Ireland
and Mt. Pleasant, Iowa from Motorola Inc. In March 2001, the Company
acquired certain assets of a repair  facility in Japan from N.K.  Techno Co.,
 Ltd. In May 2001,  the Company acquired  certain assets located in Little
Rock,  Arkansas and Denver,  Colorado from Avaya Inc. and also entered into
agreements to purchase  additional  assets in the United  States and France,
to be  completed  in phases  during the third quarter of 2001. In June 2001,
Celestica acquired Sagem CR s.r.o., in the Czech Republic, from Sagem SA, of
France.

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<PAGE>

                                       8

                                 CELESTICA INC.

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

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

<TABLE>
<CAPTION>

                                                ACQUISITIONS
                                                ------------
<S>                                             <C>
Current assets................................  $  36,609
Capital assets................................     82,799
Goodwill and intellectual property............     32,324
Other intangible assets.......................     13,658
Liabilities assumed...........................    (15,243)
                                                ----------
Net assets acquired...........................  $ 150,147
                                                ----------
                                                ----------

Financed by:
 Cash.........................................  $ 148,117
 Issue of shares..............................      2,030
                                                ----------
                                                $ 150,147
                                                ----------
                                                ----------
</TABLE>

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

     In June 2001,  the Company  entered into an agreement to acquire
Primetech Electronics  Inc.  (Primetech),  an  electronics  manufacturer  in
Canada.  The shareholders of Primetech are entitled to receive 0.22
subordinate voting shares of Celestica for each share of Primetech.  The
total purchase price is estimated to be  approximately  C$265,000
(US$175,000).  This  acquisition  is subject to Primetech  shareholder and
court approvals and is expected to close in the third quarter of 2001.

     In June 2001,  the  Company  entered  into an  agreement  to  acquire
Omni Industries  Limited.  (Omni),  an  electronics  manufacturer
headquartered  in Singapore.  The  shareholders of Omni are entitled to
receive 0.045  subordinate voting shares of Celestica or a cash payment of
S$4.25,  for each share of Omni. The total purchase price is estimated to be
approximately  US$890,000,  with the maximum  cash outlay  limited to
S$860,000  (US$475,000).  This  acquisition  is subject to Omni  shareholder
and court approvals and is expected to close in the fourth quarter of 2001.

4.   OUTSTANDING SHARES:

     In May 2001, the Company issued  12,000,000  subordinate  voting shares
for gross cash proceeds of $714,000 and incurred $6,588 in share issue costs,
net of tax of $3,412.

     As at June 22, 2001,  Celestica had outstanding  39,065,950 multiple
voting shares,  177,210,407 subordinate voting shares and 16,898,320 options
to acquire subordinate voting shares under Celestica's employee incentive
plans.

                                                                        more...

<PAGE>

                                       9


                                 CELESTICA INC.

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


5.       OTHER CHARGES:

     In response to a slowing end market,  the Company announced a
restructuring plan that  focused on facility  consolidations  and a workforce
 reduction.  The Company recorded a pre-tax  restructuring charge of $53,198
for the quarter. The following  table  details the  components  of the
restructuring  charge and the related amounts included in accrued liabilities:

<TABLE>
<CAPTION>

                                                                                     AMOUNTS
                                                   THREE MONTHS    THREE MONTHS    INCLUDED IN
                                                       ENDED           ENDED          ACCRUED
                                                     MARCH 31,        JUNE 30,    LIABILITIES AT
                                                       2001            2001       JUNE 30, 2001
                                                   ------------    ------------  ---------------
<S>                                                <C>             <C>            <C>
Employee termination costs.........................$     1,456     $    22,609    $   18,681
Lease and other contractual obligations............        470          11,469        11,939
Other facility exit costs..........................      1,095           1,656         2,308
Other..............................................        479             536           526
Asset impairment...................................        300          16,928             -
                                                   ------------    ------------  ---------------
                                                   $     3,800     $    53,198    $   33,454
                                                   ------------    ------------  ---------------
                                                   ------------    ------------  ---------------
</TABLE>

     Employee  terminations  were made  across  all  geographic  regions  of
the company with the majority  pertaining to manufacturing  and plant
employees.  A total of 2,953 employees have been  identified to be
terminated.  As of June 30, 2001, 1,129 employees have been terminated.  The
remaining termination costs are expected to be paid out within one year.

     The asset  impairment  reflects the write-down of certain long lived
assets in Canada, US, Europe, and Mexico,  that have become impaired as a
result of the rationalization  of facilities.  The asset  impairments  relate
to machinery and equipment, buildings and improvements. The assets were
written down to their net realizable value based on their recoverable amounts
using estimated cash flows.

     The major components of the  restructuring  are estimated to be complete
by the first  quarter of 2002,  except  for  certain  long term  lease
contractual obligations.

 6.  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, other  charges  and  integration  costs
related to  acquisitions).  The Company monitors  enterprise-wide
performance based on adjusted net earnings,  which is calculated  as net
earnings  before  amortization  of intangible  assets,  other charges and
integration  costs related to  acquisitions,  net of related income taxes.
Inter-segment transactions are reflected at market value.

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

<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED              SIX MONTHS ENDED
                                                               JUNE 30                        JUNE 30
                                                        2000             2001          2000            2001
                                                   --------------  -------------- --------------  ------------
<S>                                                 <C>             <C>            <C>             <C>
REVENUE
Americas........................................... $ 1,499,246     $ 1,712,791    $ 2,679,973     $ 3,408,411
Europe.............................................     524,981         839,021        872,854       1,743,906
Asia...............................................     191,382         196,898        345,943         411,860
Elimination of inter-segment revenue...............    (123,726)        (88,004)      (194,564)       (210,896)
                                                   --------------  -------------- --------------  ------------
                                                    $ 2,091,883     $ 2,660,706    $ 3,704,206     $ 5,353,281
                                                   --------------  -------------- --------------  ------------
                                                   --------------  -------------- --------------  ------------
</TABLE>


                                                                         more...

<PAGE>

                                       10

                                 CELESTICA INC.

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

<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED              SIX MONTHS ENDED
                                                              JUNE 30,                       JUNE 30,
                                                        2000            2001           2000            2001
                                                   --------------  -------------- --------------  --------------
<S>                                                <C>             <C>            <C>             <C>
EBIAT
Americas.......................................... $       42,086  $      55,215  $       74,281  $      107,871
Europe............................................         22,216         40,548          34,716          81,721
Asia..............................................          8,077          9,993          15,943          20,428
                                                   --------------  -------------  --------------  --------------
                                                           72,379        105,756         124,940         210,020
Interest, net.....................................          6,282          2,444           8,094           5,998
Amortization of intangible assets.................        (19,248)       (28,130)        (34,571)        (57,708)
Integration costs related to acquisitions.........         (4,904)        (7,797)         (5,571)        (10,123)
Other charges.....................................              -        (53,198)              -         (56,998)
                                                   --------------  -------------- --------------  ---------------
Earnings before income taxes...................... $       54,509  $      19,075  $       92,892  $       91,189
                                                   --------------  -------------- --------------  ---------------
                                                   --------------  -------------- --------------  ---------------
Adjusted net earnings............................. $       63,715  $      93,052  $      103,264  $      180,385
                                                   --------------  -------------- --------------  ---------------
                                                   --------------  -------------- --------------  ---------------
</TABLE>

<TABLE>
<CAPTION>

                                                          AS AT JUNE 30,
                                                        2000            2001
                                                   --------------  -------------
<S>                                                <C>             <C>
TOTAL ASSETS
Americas.......................................... $    2,382,171  $   3,773,205
Europe............................................      1,190,986      1,793,240
Asia..............................................        424,147        435,135
                                                   --------------  -------------
                                                   $    3,997,304  $   6,001,580
                                                   --------------  -------------
                                                   --------------  -------------
</TABLE>

     The Company's  external revenue  allocated by manufacturing  location
among foreign countries exceeding 10% are as follows:

<TABLE>
<CAPTION>


                                                         THREE MONTHS ENDED              SIX MONTHS ENDED
                                                               JUNE 30,                       JUNE 30,
                                                        2000             2001          2000            2001
                                                   --------------  -------------- --------------  ------------
<S>                                                <C>             <C>            <C>             <C>
REVENUE
Canada............................................          32%             22%            33%             24%
United States.....................................          31%             31%            30%             31%
Italy.............................................           6%             12%             3%             13%
United Kingdom....................................          16%             14%            18%             15%
</TABLE>

7.    COMPARATIVE FIGURES

     Certain  comparative  figures  have been  reclassified  to conform with
the financial statement presentation adopted in the current period.

                                      -30-



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