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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000912057-01-527309.txt : 20010810
<SEC-HEADER>0000912057-01-527309.hdr.sgml : 20010810
ACCESSION NUMBER:		0000912057-01-527309
CONFORMED SUBMISSION TYPE:	6-K/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20010808
FILED AS OF DATE:		20010809

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:		1934 Act
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1702343

	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>a2056266z6-ka.txt
<DESCRIPTION>FORM 6-K/A
<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 August 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 AUGUST 2001

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



o        Management's  Discussion  and  Analysis of  Financial  Conditions  and
Results of Operations  for the six months ended June 30, 2001, the text of which
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

o        Celestica   Inc.'s   second   quarter  2001   consolidated   financial
information,  the  text of which  is  attached  hereto  as  Exhibit  99.2 and is
incorporated herein by reference.

o        Letter,  dated July 24, 2001,  from  Computershare,  Celestica  Inc.'s
transfer agent, addressed to the Canadian provincial securities commissions, The
Toronto  Stock  Exchange,  The New York Stock  Exchange and the  Securities  and
Exchange  Commission,  confirming the mailing of Celestica Inc.'s second quarter
2001  consolidated   financial   information  to  registered   shareholders  and
non-registered  shareholders,  the text of which is  attached  hereto as Exhibit
99.3 and is incorporated herein by reference.

         The letter,  dated July 24, 2001, from Celestica  Inc.'s transfer agent
is not incorporated by reference in Celestica Inc.'s registration  statements on
Form S-8 (Nos. 333-9500, 333-9822, 333-9780 and 333-66726) or on Forms F-3 (Nos.
333-12272  and  333-50240),   or  the  prospectuses  included  therein,  or  any
registration statement filed hereafter by Celestica Inc. with the Securities and
Exchange Commission.


Exhibits
- --------

99.1  - Management's Discussion and Analysis

99.2  - Second Quarter 2001 Consolidated Financial Information

99.3  - Transfer Agent Letter




<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: August 8, 2001             BY:  /s/ Elizabeth DelBianco
                                      -------------------------------------
                                      Name:  Elizabeth DelBianco
                                      Title:  Vice President &  General Counsel


<PAGE>



                                  EXHIBIT INDEX


         EXHIBIT                    DESCRIPTION
         -------                    -----------

99.1                 Management's Discussion and Analysis.

99.2                 Second Quarter 2001 Consolidated Financial
                     Information

99.3                 Transfer Agent Letter




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2056266zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

[LOGO]

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               SECOND QUARTER 2001

         THE  FOLLOWING  DISCUSSION  OF THE  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS OF THE COMPANY  SHOULD BE READ IN CONJUNCTION  WITH THE  CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2000.

         CERTAIN STATEMENTS CONTAINED IN THE FOLLOWING  MANAGEMENT'S  DISCUSSION
AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND RESULTS OF  OPERATIONS,  INCLUDING,
WITHOUT  LIMITATION,  STATEMENTS  CONTAINING  THE WORDS  BELIEVES,  ANTICIPATES,
ESTIMATES,  EXPECTS,  AND WORDS OF SIMILAR  IMPORT,  CONSTITUTE  FORWARD-LOOKING
STATEMENTS.  FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE
AND INVOLVE RISKS AND  UNCERTAINTIES  WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS. 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.  Celestica operates  facilities in North America,
Europe, Asia and Latin America.

         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 fiscal 2000 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 offering through facility and business acquisitions.

2000 ACQUISITIONS:

         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. In November
2000,  Celestica  acquired NEC  Technologies  (UK) Ltd.,  in Telford,  UK, which
enhanced the Company's wireless communications capacity in


<PAGE>


Europe.  The  aggregate  price for these three  acquisitions  in 2000 was $169.8
million. In 2000, Celestica established a greenfield operation in Singapore.

2001 ACQUISITIONS:

         In January 2001,  Celestica acquired Excel Electronics,  Inc. through a
merger with Celestica (US) Inc. which enhanced the Company's  prototype  service
offering  in the  Southern  region  of the  United  States.  In  February  2001,
Celestica  acquired  certain  manufacturing  assets in Dublin,  Ireland  and Mt.
Pleasant,  Iowa from  Motorola  Inc.  The  Company  signed a  three-year  supply
agreement  with  estimated  revenue of more than $1 billion over the  three-year
term of the agreement.  Approximately  1,150 employees  joined  Celestica.  This
acquisition  expanded the  Company's  business  relationship  with  Motorola,  a
leading telecom wireless  customer.  In March 2001,  Celestica  acquired certain
assets relating to a repair business from N.K. Techno Co. Ltd which expanded the
Company's presence in Japan.  Celestica also established a greenfield  operation
in Shanghai.

         In May 2001, Celestica acquired certain assets 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.  Upon completion of the acquisition the
total purchase price will be approximately $200 million and approximately  1,400
employees are expected to join Celestica.  The Company signed a five-year supply
agreement with estimated  revenue of  approximately  $4 billion over the term of
the agreement.  In June 2001,  Celestica  acquired Sagem CR s.r.o.  in the Czech
Republic,  from Sagem SA of France  which  enhanced  the  Company's  presence in
Central Europe. The aggregate price for acquisitions completed in the first half
of 2001 was $150.1 million, of which $148.1 million was financed with cash.

         In May 2001, the Company entered into an agreement to acquire Primetech
Electronics  Inc.  (Primetech).  This  acquisition  will provide  Celestica with
additional  high  complexity   manufacturing   capability  while  expanding  the
Company's global customer base. Primetech is an EMS provider with two facilities
in Canada and  approximately  700 employees.  The  shareholders of Primetech are
entitled to receive 0.22  subordinate  voting shares of Celestica for each share
of  Primetech.  The share  exchange  ratio  will be subject  to  adjustments  on
closing. The total purchase price is estimated to be approximately C$265 million
(US$175 million). 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). Omni is an EMS provider,  headquartered in Singapore,
with a presence in Asia, with locations in Singapore, Malaysia, China, Indonesia
and Thailand.  The company is also  represented in the United States and Mexico,
and has  approximately  9,000  employees.  Omni provides  printed  circuit board
assembly and system  assembly  services,  as well as other related  supply chain
services  including  plastic  injection  molding,  IC equipment,  substrates and
distribution.  Omni manufactures  products for industry leading OEM's in the PC,
storage and communications  sectors. This acquisition will significantly enhance
Celestica's  EMS  presence in Asia.  The  shareholders  of Omni are  entitled to
receive 0.045 subordinate  voting shares of Celestica for each share of Omni or,
at the holder's election, cash consideration of S$4.25, subject to the aggregate
cash limit of S$860 million  (approximately US$475 million).  The total purchase
price is  estimated to be  approximately  US$890  million.  The  acquisition  is
subject to Omni  shareholder and court approvals and is expected to close in the
fourth quarter of 2001.

         In July  2001,  the  Company  entered  into an  agreement  with  Lucent
Technologies  Inc. to acquire certain assets.  The purchase price is expected to
be  approximately  $550 million to $650 million and will be financed  with cash.
The Company also signed a five-year supply  agreement with estimated  revenue of
up to $10 billion over the term of the agreement. This acquisition is subject to
regulatory approvals and is expected to close in the third quarter of 2001.

         Consistent  with its past practices and as a normal course of business,
Celestica maybe engaged in ongoing  discussions with respect to several possible
acquisitions   of  widely  varying  sizes,   including   small  single  facility
acquisitions,   significant   multiple   facility   acquisitions  and  corporate
acquisitions.  Celestica has identified several possible acquisitions that would
enhance its global  operations,  increase its penetration in several  industries
and  establish  strategic  relationships  with new  customers.  There  can be no
assurance  that any of these  discussions  will result in a definitive  purchase
agreement  and, if they do, what the terms or timing of any agreement  would be.
Celestica expects to continue any current  discussions and actively pursue other
acquisition opportunities.


                                      -2-


<PAGE>


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.

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

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED     SIX MONTHS ENDED
                                                      JUNE 30,              JUNE 30,
                                                ------------------     ----------------
                                                  2000       2001       2000       2001
                                                --------   --------    --------  --------
<S>                                              <C>        <C>        <C>        <C>
Revenue ....................................     100.0%     100.0%     100.0%     100.0%
Cost of sales ..............................      93.0       92.8       93.1       92.8
                                                --------   --------    --------  --------
Gross profit ...............................       7.0        7.2        6.9        7.2
Selling, general and administrative expenses       3.5        3.2        3.5        3.3
Amortization of intangible assets ..........       0.9        1.1        0.9        1.1
Integration costs related to acquisitions ..       0.2        0.3        0.2        0.2
Other charges ..............................         -        2.0          -        1.0
                                                --------   --------    --------  --------
Operating income ...........................       2.4        0.6        2.3        1.6
Interest income, net .......................      (0.2)      (0.1)      (0.2)      (0.1)
                                                --------   --------    --------  --------
Earnings before income taxes ...............       2.6        0.7        2.5        1.7
Income taxes ...............................       0.6        0.1        0.7        0.4
                                                --------   --------    --------  --------
Net earnings ...............................       2.0%       0.6%       1.8%       1.3%
                                                --------   --------    --------  --------
                                                --------   --------    --------  --------
</TABLE>


ADJUSTED NET EARNINGS

         As a result of the significant number of acquisitions made by Celestica
over the past few 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 (most significantly restructuring) 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 to
adjusted net earnings:

                                  -3-

<PAGE>

<TABLE>
<CAPTION>


                                               THREE MONTHS ENDED       SIX MONTHS ENDED
                                                      JUNE 30,               JUNE 30,
                                               --------------------    --------------------
                                                 2000        2001        2000        2001
                                               --------    --------    --------    --------
                                                   (IN MILLIONS)           (IN MILLIONS)
<S>                                            <C>         <C>         <C>         <C>
Net earnings ...............................   $  41.4     $  15.8     $  67.5     $  70.6
Amortization of intangible assets ..........      19.2        28.1        34.5        57.7
Integration costs related to acquisitions ..       4.9         7.8         5.6        10.1
Other charges ..............................         -        53.2           -        57.0
Income tax effect of above .................      (1.8)      (11.8)       (4.4)      (15.0)
                                               --------    --------    --------    --------
Adjusted net earnings ......................   $  63.7     $  93.1     $ 103.2     $ 180.4
                                               --------    --------    --------    --------
                                               --------    --------    --------    --------
As a percentage of revenue .................       3.0%        3.5%        2.8%        3.4%
                                               --------    --------    --------    --------
                                               --------    --------    --------    --------
</TABLE>


REVENUE

         Revenue  increased  27% to $2,660.7  million for the three months ended
June 30, 2001 from $2,091.9 million for the same period in 2000. Revenue for the
six months ended June 30, 2001  increased 45% to $5,353.3  million from $3,704.2
million for the same  period in 2000.  This  increase  in revenue was  primarily
through   acquisitions   and  was  driven   principally   by  customers  in  the
communications,  storage and server  industries.  Organic revenue increases were
smaller due to the overall softening of demand  experienced in 2001. The Company
defines  organic  revenue as revenue  excluding  the  business  from  operations
acquired in the  preceding  comparable  period.  Sequentially,  revenue was flat
compared to the three months ended March 31, 2001, due to the continued economic
slowdown.

         Revenue from the Americas  operations grew 14% to $1,712.8  million for
the three months ended June 30, 2001 from  $1,499.2  million for the same period
in 2000 and increased 27% to $3,408.4  million for the six months ended June 30,
2001 from  $2,680.0  million for the same period in 2000.  Revenue from European
operations  grew 60% to $839.0  million for the three months ended June 30, 2001
from $525.0  million for the same period in 2000 and increased  100% to $1,743.9
million for the six months ended June 30, 2001 from $872.9  million for the same
period in 2000. Revenue from Asian operations increased 3% to $196.9 million for
the three months ended June 30, 2001 from $191.4  million for the same period in
2000 and 19% to $411.9  million  for the six  months  ended  June 30,  2001 from
$345.9 million for the same period in 2000.  Inter-segment revenue for the three
and six  months  ended  June 30,  2001 was $88.0  million  and  $210.9  million,
respectively,  compared to $123.7 million and $194.6 million for the same period
in 2000.

         Revenue from customers in the communications industry for the three and
six  months  ended  June  30,  2001   increased  to  32%  and  33%  of  revenue,
respectively,  compared to 28% and 29% of revenue for the same  periods in 2000.
Revenue  from  customers  in the  server-related  business for the three and six
months ended June 30, 2001  increased  to 33% and 32% of revenue,  respectively,
compared  to 31% and 28% of revenue  for the same  periods in 2000,  mainly as a
result of the IBM acquisitions in February and May, 2000.

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

<TABLE>
<CAPTION>

                              THREE AND SIX
                              MONTHS ENDED
                                  JUNE 30,
                             ---------------
                              2000     2001
                             ------   ------
<S>                          <C>      <C>
Sun Microsystems.......          -        -
IBM....................          -        -
Hewlett-Packard........          -
</TABLE>


         Celestica's top five customers represented in the aggregate 63% and 65%
of total revenue for the three and six months ended June 30, 2001, respectively,
compared to 71% and 69% of total  revenue for the same  periods  last year.  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.


                                      -4-

<PAGE>


GROSS PROFIT

         Gross profit increased 32% to $192.2 million for the three months ended
June 30, 2001 from $145.8  million  for the same  period in 2000.  Gross  margin
increased  to 7.2% for the three  months  ended June 30,  2001 from 7.0% for the
same  period  in  2000  as  a  result  of  supply  chain  initiatives,  improved
utilization  at  several  sites  and  continued  focus on  costs.  Gross  profit
increased  50% to $385.5  million  for the six months  ended June 30,  2001 from
$256.4 million for the same period in 2000.  Gross margin  increased to 7.2% for
the six months ended June 30, 2001 from 6.9% for the same period in 2000.  Gross
margin for the three and six months ended June 30, 2001 was consistent  with the
gross margin for the three months ended March 31, 2001.

         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  (SG&A) expenses increased 18% for
the three months  ended June 30, 2001 to $86.4  million  (3.2% of revenue)  from
$73.5  million  (3.5% of  revenue)  for the same period in 2000.  SG&A  expenses
increased 33% for the six months ended June 30, 2001 to $175.4  million (3.3% of
revenue) from $131.5  million (3.5% of revenue) for the same period in 2000. The
increase in expenses was primarily due to  operations  acquired  during 2000 and
2001.  SG&A  expenses  continue to increase year over year at a slower rate than
revenue.

         Research and development  (R&D) costs of $2.4 million (0.1% of revenue)
were  incurred for the three months ended June 30, 2001 compared to $4.9 million
(0.2% of  revenue)  for the same  period in 2000.  R&D costs for the six  months
ended June 30, 2001 were $8.9  million,  compared  to $9.2  million for the same
period of 2000.

INTANGIBLE ASSETS AND AMORTIZATION

         Amortization  of intangible  assets  increased to $28.1 million for the
three months ended June 30, 2001 from $19.2 million for the same period in 2000.
Amortization of intangible  assets increased to $57.7 million for the six months
ended June 30, 2001 from $34.5 million for the same period in 2000. The increase
is  attributable  to the  intangible  assets  arising  from  the  2000  and 2001
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 acquisitions  completed in 2000 and 2001 totalled $346.1 million
and has been allocated to goodwill,  intellectual  property and other intangible
assets.

         At June 30, 2001, intangible assets represented 9% of Celestica's total
assets compared to 10% at December 2000.

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 $7.8 million and $10.1 million for the three and
six months ended June 30, 2001 compared to $4.9 million and $5.6 million for the
same periods in 2000. The integration costs incurred in 2001 primarily relate to
the IBM, Motorola and Avaya 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


                                      -5-


<PAGE>


and 2001 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.  For the three and six months  ended June 30, 2001,  Celestica  incurred
$53.2 million and $57.0 million respectively in other charges.

         In the first  quarter of 2001,  the  Company  was  impacted by numerous
order reductions, rescheduling and cancellations. The Company believes that this
was consistent with the EMS industry,  in general. This resulted in a sequential
decline in revenue from the fourth quarter of 2000 to the first quarter of 2001,
and flat  revenue  from the first to the second  quarter.  The Company has taken
actions to resolve surpluses as a result of the current market slowdown.  In the
second quarter of 2001, these actions  included  facility  consolidations  and a
workforce  reduction.  Employee  terminations  were made  across all  geographic
regions with the majority being  manufacturing and plant employees.  The company
took a non-cash charge to write-down  certain  long-lived assets in Canada,  the
United  States,  Europe and Mexico.  These  write-downs  relate to machinery and
equipment, buildings and improvements, which have become impaired as a result of
the rationalization of facilities. A further description of the charges taken is
included in Note 5 to the interim consolidated financial statements for June 30,
2001 contained in the Company's quarterly filings.

         The  Company  expects to record an  additional  charge of  between  $30
million and $40 million in the third quarter as it continues to rationalize  the
cost  structure,  of which  approximately  one  half  could  represent  non-cash
charges.

         The Company expects to benefit from the  restructuring  measures of the
second and third  quarters,  through margin  improvement  and reduced  operating
costs,  in the  upcoming  quarters.  These  savings are  primarily  from reduced
employee-related  costs. The Company expects to complete the major components of
the  restructuring  plan by the first  quarter of 2002.  Cash outlays are funded
from cash on hand.

         Celestica did not incur any "other charges" in 2000.

INTEREST INCOME, NET

         Interest income, net of interest expense,  for the three and six months
ended June 30, 2001  amounted to $2.4  million and $5.9  million,  respectively,
compared to $6.3  million and $8.1  million  for the same  periods in 2000.  The
Company  continued to earn  interest  income on its cash balance which more than
offset the interest expense incurred on the Company's Senior Subordinated Notes.
The  decrease  in  interest  income in the  second  quarter is a result of lower
interest  rates and lower  average cash balances for the three months ended June
30, 2001 compared to the same period in 2000.

INCOME TAXES

          Income tax expense for the three  months  ended June 30, 2001 was $3.3
million,  reflecting  an  effective  tax rate of 17%,  compared to an income tax
expense of $13.1 million and an effective tax rate of 24% for the same period in
2000. The Company's effective tax rate decreased to 17% in the second quarter of
2001 as a result of 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, as well as new tax arrangements that became effective this quarter.

         Income tax  expense  for the six months  ended June 30,  2001 was $20.6
million,  reflecting  an  effective  tax rate of 23%,  compared to an income tax
expense of $25.4 million and an effective tax rate of 27% for the same period in
2000.

         Celestica  has  recognized a net deferred tax asset at June 30, 2001 of
$92.8 million  compared to $83.5  million at December 31, 2000.  This 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


                                      -6-


<PAGE>


demonstrate  that it will generate  sufficient  taxable  income 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.



LIQUIDITY AND CAPITAL RESOURCES

         For the three months ended June 30, 2001, operating activities provided
Celestica with $212.2 million in cash compared to the use of cash from operating
activities  of $166.1  million for the same period in 2000.  Cash was  generated
from  earnings,   a  reduction  in  inventory  and  the  collection  of  certain
recoverable  commodity taxes. For the six months ended June 30, 2001,  Celestica
used cash of $48.6 million from operating activities compared to the use of cash
of $140.4 million for the same period in 2000.

         Investing  activities  for the six months ended June 30, 2001  included
capital expenditures of $136.1 million and $148.1 million for acquisitions.  See
"2001 Acquisitions". Investing activities for the six months ended June 30, 2000
included  capital  expenditures  of $97.9 million and $596.7 million for the IBM
and NEC acquisitions, respectively.

          In late May 2001,  Celestica  issued 12.0 million  subordinate  voting
shares for gross  proceeds of $714.0  million  less  expenses  and  underwriting
commissions of $10.0 million  (pre-tax).  In March 2000,  Celestica  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).


CAPITAL RESOURCES

         Celestica  has two $250 million  global,  unsecured,  revolving  credit
facilities,  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 July 2003 and April 2004,  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. Both facilities were amended effective June 8, 2001. No borrowings were
outstanding  under the revolving credit  facilities at June 30, 2001 or December
31, 2000.

         In early August  2001,  Celestica  announced  the  completion  of a new
four-year  extendible,  unsecured,  revolving  credit facility for $500 million,
provided  by a syndicate  of lenders.  The  facility  is  available  for general
corporate purposes,  including  acquisitions.  The Company now has a total of $1
billion in revolving credit facilities.

         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 June 30, 2001
and December 31, 2000.

         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,  as well as  previously  announced  acquisitions.  The  Company
expects  capital  spending  for 2001 to be  approximately  $200  million to $250
million.  At June 30,  2001,  Celestica  had  committed  $37  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


                                      -7-


<PAGE>


losses because of currency fluctuations. At June 30, 2001, Celestica had forward
foreign exchange  contracts covering various currencies in an aggregate notional
amount of $1,426  million with expiry dates up to December  2002. The fair value
of these  contracts at June 30, 2001,  was an unrealized  loss of $13.5 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,
Singapore dollars and Euros at future dates. In general,  these contracts extend
for periods of less than 19 months. Celestica may, from time to time, enter into
additional hedging transactions to minimize its exposure to foreign currency and
interest rate risks.  There can be no assurance that such hedging  transactions,
if entered into, will be successful.

RECENT DEVELOPMENTS

         In July  2001,  Celestica  announced  that it  would  incur  additional
restructuring charges of $30 to $40 million in the third quarter as it continues
to rationalize its cost structure. See "Other charges".

         In July 2001,  Celestica  announced it has entered into agreements with
Lucent Technologies. See "2001 Acquisitions".

RECENT ACCOUNTING DEVELOPMENTS

         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 year ended December 31, 2001 for purposes of the
U.S.  GAAP  reconciliation.  In accordance  with the new  standard,  the Company
accounts for its existing foreign currency contracts as cash flow hedges.

         In the first quarter of 2001,  Celestica adopted  retroactively the new
Canadian  Institute  of  Chartered  Accountants  (CICA)  Handbook  Section  3500
"Earnings per Share",  which  requires the use of the treasury  stock method for
calculating  diluted  earnings  per share.  This change  results in earnings per
share  calculations  which are consistent with United States generally  accepted
accounting principles.  Previously reported diluted earnings per share have been
restated to reflect this change.

         In July  2001,  the FASB  issued  SFAS No. 141 and SFAS No. 142 and the
CICA approved  Handbook Section 1581 "Business  Combinations"and  3062 "Goodwill
and Other Intangible  Assets".  The new standards mandate the purchase method of
accounting  for business  combinations  and require  that  goodwill no longer be
amortized but instead be tested for impairment at least annually.  Upon adoption
of the  standards  beginning  January  1, 2002,  the  Company  will  discontinue
amortization  for  goodwill  and test for  impairment  using the new  standards.
Effective  July 1,  2001 and for the  remainder  of the  fiscal  year,  goodwill
acquired in business  combinations  completed  after June 30, 2001,  will not be
amortized  and  impairment  testing  will be based on  existing  standards.  The
Company is currently  determining the impact of the new standards.  It is likely
that the elimination of the amortization on goodwill will have a material impact
on the Company's financial statements.


                                      -8-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>a2056266zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                    Exhibit 99.2

                                 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.

                                                                               1

<PAGE>


                                 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>


ADJUSTED NET EARNINGS (NOTE 7)




          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

    THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
                    ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.

                                                                               2

<PAGE>




                                 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
                                                      -------------- --------------  --------------  --------------
<S>                                                   <C>            <C>             <C>             <C>
     CASH PROVIDED BY (USED IN):
     OPERATIONS:
       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.

                                                                               3

<PAGE>


                                 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.


                                                                               4

<PAGE>


                                 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 May 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.


                                                                               5

<PAGE>


                                 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>


                                                                               6

<PAGE>


                                 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.    ADJUSTED NET EARNINGS:

      The  Company  uses  adjusted  net  earnings  as  a  measure  of  operating
performance  on an  enterprise-wide  basis.  Adjusted net  earnings  exclude the
after-tax effect of integration  costs related to acquisitions,  amortization of
intangible assets and other charges.

      The  following  is a breakdown  of adjusted  net earnings and adjusted net
earnings per share - basic and diluted:

<TABLE>
<CAPTION>

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

<S>                                                 <C>              <C>             <C>             <C>
Adjusted net earnings.............................  $   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>


8.    COMPARATIVE FIGURES:

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


                                                                              7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>a2056266zex-99_3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>

<Page>

                                                            Exhibit 99.3

                                                           [LOGO]

                                                             INVESTOR SERVICES
                       Computershare Trust Company of Canada
                                       100 University Avenue
                                            Toronto, Ontario
                                                     M5J 2Y1
                                      Telephone 416-981-9500 Canada
                                      Facsimile 416-981-9800 Australia
                                       www.computershare.com Channel Islands
                                                             Hong Kong
                                                             Ireland
                                                             New Zealand
                                                             Philippines
                                                             South Africa
                                                             United Kingdom
                                                             USA


July 24, 2001

To:   Alberta Securities Commission
      British Columbia Securities Commission
      Manitoba Securities Commission
      Office of the Administrator, New Brunswick
      Securities Commission of Newfoundland
      Nova Scotia Securities Commission
      Ontario Securities Commission
      Registrar of Securities, Prince Edward Island
      Commission des valeurs mobilieres du Quebec
      Saskatchewan Securities Commission
      Securities Registry, Government of the Northwest Territories
      Registrar of Securities, Government of the Yukon Territories
      Nunavut Legal Registry
      The Toronto Stock Exchange
      The New York Stock Exchange
      U.S. Securities & Exchange Commission

Dear Sirs:

Subject:        Celestica Inc.
- --------        --------------

We confirm that the following English material was sent by pre-paid mail on
July 24, 2001 to the registered shareholders of Subordinate Voting shares of
the subject Corporation:

1.     Second Quarter Results

We also confirm that a copy of the above was mailed to all non-registered
shareholders of the subject Corporation whose names appear on the
Corporation's Supplemental Mailing List as defined in the Canadian Securities
Administrators' National Policy Statement No. 41:

In compliance with regulations made under the Securities Act, we are
providing this material to you in our capacity as agent for the subject
Corporation.

Yours truly,


Signed
Charmaine Mullings
Assistant Account Manager
Stock Transfer Services
(416) 263-9522
(416) 981-9800 Fax

c.c. Celestica Inc.







</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
