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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000912057-01-539757.txt : 20020410
<SEC-HEADER>0000912057-01-539757.hdr.sgml : 20020410
ACCESSION NUMBER:		0000912057-01-539757
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20011113
FILED AS OF DATE:		20011114

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:		1934 Act
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		1790078

	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>a2063025z6-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 November 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 NOVEMBER 2001

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


- -        Third Quarter 2001 Consolidated Financial Information, the text of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

- -        Management's Discussion and Analysis of Financial Condition and Results
of Operations Third Quarter 2001, the text of which is attached hereto as
Exhibit 99.2 and is incorporated herein by reference.


EXHIBITS

99.1  -  Third Quarter 2001 Consolidated Financial Information

99.2  -  Management's Discussion and Analysis of Financial Condition and Results
         of Operations Third Quarter 2001
























                                      2

<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: November 14, 2001               BY:  /s/ Elizabeth L. DelBianco
                                        ----------------------------------------
                                        Name:  Elizabeth L. DelBianco
                                        Title: Vice President & General Counsel
























                                      3

<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

   EXHIBIT                        DESCRIPTION
   -------                        -----------
<S>                       <C>
99.1                      Third Quarter 2001 Consolidated Financial
                          Information

99.2                      Management's Discussion and Analysis of Financial
                          Condition and Results of Operations Third Quarter 2001

</TABLE>
























                                      4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2063025zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>


                                       1


                                 CELESTICA INC.

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


<TABLE>
<CAPTION>

                                                    DECEMBER 31     SEPTEMBER 30
                                                        2000            2001
                                                   --------------  -------------
<S>                                                <C>             <C>
ASSETS
Current assets:
  Cash and short-term investments................. $     883,757   $     965,899
  Accounts receivable ............................     1,785,716       1,313,473
  Inventories ....................................     1,664,304       1,671,137
  Prepaid and other assets........................       138,830         132,349
  Deferred income taxes...........................        48,357          31,687
                                                   -------------   -------------
                                                       4,520,964       4,114,545
Capital assets ...................................       633,438         890,824
Intangible assets ................................       578,272         794,630
Other assets .....................................       205,311         137,593
                                                   -------------   -------------
                                                   $   5,937,985   $   5,937,592
                                                   =============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable................................ $   1,730,460   $     886,541
  Accrued liabilities.............................       466,310         425,340
  Income taxes payable............................        52,572          16,170
  Deferred income taxes...........................         7,702           7,710
  Current portion of long-term debt ..............         1,364             187
                                                   -------------   -------------
                                                       2,258,408       1,335,948
Accrued post-retirement benefits .................        38,086          44,982
Long-term debt ...................................       130,581         130,154
Other long-term liabilities.......................         3,000           3,115
Deferred income taxes.............................        38,641          13,762
                                                   -------------   -------------
                                                       2,468,716       1,527,961
Shareholders' equity:
  Convertible debt................................       860,547         879,994
  Capital stock (note 4)..........................     2,395,414       3,294,216
  Retained earnings...............................       217,512         238,568
  Foreign currency translation adjustment.........        (4,204)         (3,147)
                                                    ------------    -------------
                                                       3,469,269       4,409,631
                                                    ------------    ------------
                                                   $   5,937,985   $   5,937,592
                                                   =============   =============
</TABLE>


          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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


<PAGE>


                                       2



                                 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              NINE MONTHS ENDED
                                                           SEPTEMBER 30                    SEPTEMBER 30
                                                         2000            2001           2000            2001
                                                   --------------  -------------  --------------  --------------
<S>                                                  <C>           <C>              <C>           <C>
Revenue...........................................   $  2,600,149  $ 2,202,950      $  6,304,355  $ 7,556,231
Cost of sales.....................................      2,416,646     2,053,406        5,864,430     7,021,208
                                                   --------------  -------------  --------------  --------------
Gross profit......................................        183,503       149,544          439,925       535,023
Selling, general and administrative expenses .....         85,121        79,404          216,603       254,863
Amortization of intangible assets ................         25,607        32,158           60,178        89,866
Integration costs related to acquisitions ........          4,842        10,017           10,413        20,140
Other charges (note 5)............................              -        79,614                -       136,612
                                                   --------------  -------------  --------------  --------------
Operating income (loss)...........................         67,933       (51,649)         152,731        33,542
Interest on long-term debt........................          3,706         4,463           11,463        13,912
Interest income, net..............................         (8,935)       (9,538)         (24,786)      (24,985)
                                                   --------------  -------------  --------------  --------------
Earnings (loss) before income taxes...............         73,162       (46,574)         166,054        44,615
                                                   --------------  -------------  --------------  --------------
Income taxes:
  Current (recovery)..............................         23,225        (4,006)          54,168        15,308
  Deferred (recovery).............................         (5,740)       (3,911)         (11,318)       (2,675)
                                                   --------------  -------------  --------------  --------------
                                                           17,485        (7,917)          42,850        12,633
                                                   --------------  -------------  --------------  --------------
Net earnings (loss) for the period................         55,677       (38,657)         123,204        31,982

Retained earnings, beginning of period............         83,735       281,114           16,208       217,512
Convertible debt accretion, net of tax............         (2,098)       (3,889)          (2,098)      (10,926)
                                                   --------------  -------------  --------------  --------------
Retained earnings, end of period..................   $    137,314    $  238,568     $    137,314    $  238,568
                                                   --------------  -------------  --------------  --------------
                                                   --------------  -------------  --------------  --------------

Basic earnings (loss) per share...................   $      0.26     $    (0.20)    $       0.61    $     0.10

Diluted earnings (loss) per share (note 2)........   $      0.25     $    (0.20)    $       0.59    $     0.10

Weighted average number of shares outstanding:
   - basic (in thousands).........................       203,003        218,066          198,633       208,021
   - diluted (in thousands) (note 2)..............       220,007        218,066          210,033       226,605
</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.



<PAGE>


                                       3


                                 CELESTICA INC.

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

<TABLE>
<CAPTION>


                                                         THREE MONTHS ENDED             NINE MONTHS ENDED
                                                            SEPTEMBER 30                   SEPTEMBER 30
                                                        2000            2001           2000            2001
                                                   -------------- --------------  --------------  --------------
<S>                                                  <C>            <C>             <C>             <C>
   CASH PROVIDED BY (USED IN):
   OPERATIONS:
   Net earnings (loss) for the period .............. $    55,677    $    (38,657)   $    123,204    $     31,982
   Items not affecting cash:
     Depreciation and amortization..................      58,335          84,297         145,584         225,324
     Deferred income taxes..........................      (5,740)         (3,911)        (11,318)         (2,675)
     Other charges (note 5).........................           -          58,706               -          75,934
     Other..........................................         (65)          2,194          (9,400)          3,485
                                                   -------------- --------------  --------------  --------------
  Cash from earnings................................     108,207         102,629         248,070         334,050
                                                   -------------- --------------  --------------  --------------
  Changes in non-cash working capital items:
     Accounts receivable............................    (385,595)        324,928        (710,417)        498,752
     Inventories....................................    (332,612)        270,525        (607,264)        447,211
     Other assets...................................     (48,497)        (10,808)        (89,521)         80,482
     Accounts payable and accrued liabilities.......     543,580        (219,214)        911,203        (923,727)
     Income taxes payable...........................      16,888         (18,345)          9,481         (35,628)
                                                   -------------- --------------  --------------  --------------
     Non-cash working capital changes...............    (206,236)        347,086        (486,518)         67,090
                                                   -------------- --------------  --------------  --------------
  Cash provided by (used in) operations.............     (98,029)        449,715        (238,448)        401,140
                                                   -------------- --------------  --------------  --------------
  INVESTING:
    Acquisitions, net of cash acquired..............     (25,927)       (716,304)       (622,660)       (864,421)
    Purchase of capital assets......................     (66,033)        (25,985)       (163,936)       (162,070)
    Other...........................................         735             400          22,382           1,322
                                                   -------------- --------------  --------------  --------------
    Cash used in investing activities...............     (91,225)       (741,889)       (764,214)     (1,025,169)
                                                   -------------- --------------  --------------  --------------

  FINANCING:
    Bank indebtedness...............................         249          (1,607)         (8,631)         (1,607)
    Decrease in long-term debt......................        (520)         (1,039)         (2,201)         (2,692)
    Deferred financing costs........................         (10)         (4,073)           (114)         (4,092)
    Issuance of convertible debt....................     862,865               -        862,865                -
    Convertible debt issue costs....................     (19,405)              -         (19,405)              -
    Issuance of share capital.......................       1,125           2,616         765,799         724,644
    Share issue costs, pre-tax......................           -               -         (26,788)        (10,000)
    Other...........................................       3,796             917           2,109             (82)
                                                   -------------- --------------  --------------  --------------
   Cash provided by (used in) financing
   activities.......................................     848,100          (3,186)     1,573,634         706,171
                                                   -------------- --------------  --------------  --------------

    Increase (decrease) in cash.....................     658,846        (295,360)        570,972          82,142
    Cash, beginning of period.......................     283,648       1,261,259         371,522         883,757
                                                   -------------- --------------  --------------  --------------
    Cash, end of period............................. $   942,494    $    965,899    $    942,494    $    965,899
                                                   -------------- --------------  --------------  --------------
                                                   -------------- --------------  --------------  --------------

    Supplemental information:
     Paid during the period:
      Interest....................................... $       294    $      4,206    $      8,051    $     12,358
      Taxes.......................................... $     8,411    $     38,405    $     40,785    $     70,464

    Non-cash financing activities:
      Convertible debt accretion, net of tax ........ $     2,098    $      3,889    $      2,098    $     10,926
      Shares issued for acquisitions................. $         -    $    178,714    $          -    $    180,744
</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.


<PAGE>


                                       4


                                 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 Americas,  Europe and Asia.

     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  (GAAP)  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 the following:

(a) In the first  quarter of 2001,  the Company  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 an earnings per share  calculation  which is  consistent  with
United  States  GAAP.  Previously reported diluted earnings per share have
been restated to reflect this change.

(b)  In  July  2001,  the  CICA  approved   Handbook   Sections  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.  The standards also specify
criteria that intangible assets must meet to be recognized and reported apart
from  goodwill.  The standards  require that the value of the shares issued
in a business  combination be measured using the average  share price for a
reasonable  period  before and after the date the terms  of  the  acquisition
 are  agreed  to  and  announced.   Previously,  the consummation date was
used to value the shares issued in a business combination. The new standards
are consistent with U.S. GAAP.

     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.  In addition, the criteria for recognition of
intangible assets apart from goodwill and the  valuation of the shares issued
in a business  combination apply to business combinations completed after
June 30, 2001.

     Upon full adoption of the standards  beginning January 1, 2002, the
Company will  discontinue  amortization  of all  existing  goodwill,
evaluate  existing intangible assets and make any necessary
reclassifications  in order to conform with the new criteria for  recognition
of intangible  assets apart from goodwill and test for  impairment in
accordance  with the new  standards.  The Company is currently  determining
the impact of the new  standards.  It is likely that the elimination  of
amortization  will  have a  material  impact  on the  financial statements.

     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 September  30, 2001 and the results of
operations  and cash flows for the three and nine months ended September 30,
2001 and 2000.

<PAGE>


                                       5


                                 CELESTICA INC.

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

3.   ACQUISITIONS:

    The  Company's  business  combinations  have  been  accounted  for using
the purchase  method.  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 in August 2001,
acquired certain assets in Saumur,  France. In June 2001, the Company
acquired Sagem CR s.r.o., in the Czech Republic,  from Sagem SA, of  France.
The  purchase  price for these  acquisitions  total  $309 million, subject to
adjustments.

     In August 2001, the Company acquired  certain assets in Columbus,  Ohio
and Oklahoma City,  Oklahoma from Lucent  Technologies  Inc. for a total
purchase of approximately  $572 million,  subject to adjustments.  The
Company signed a five year supply agreement with estimated  revenue of up to
$10 billion over the term of the agreement.

     In  August  2001,  the  Company   acquired   Primetech   Electronics
Inc. (Primetech),  an electronics  manufacturer in Canada. This acquisition
provided the Company with  additional  high  complexity  manufacturing
capability and an expanded  global customer base. The former  shareholders
of Primetech  received 0.22  subordinate  voting shares of Celestica  for
each share of Primetech.  The total purchase price of $179 million was
financed primarily with the issuance of 3,428,319  subordinate  voting shares
of the Company and the issuance of options to  purchase  268,299  subordinate
 voting  shares  of the  Company.  The  share consideration  was  valued
based  on  the  average  market  share  price  for a reasonable  period
before and after the date the terms of the  acquisition  were agreed to and
announced.

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

<Table>
<Caption>
                                                                    ACQUISITIONS
                                                                    ------------
<S>                                                                 <C>
Current assets..................................................     $  502,845
Capital assets..................................................        260,110
Other long-term assets..........................................             96
Goodwill........................................................        143,838
Other intangible assets and intellectual property...............        194,541
Liabilities assumed.............................................        (41,841)
                                                                    ------------
Net assets acquired.............................................     $1,059,589
                                                                    ------------
                                                                    ------------

Financed by:
 Cash...........................................................     $  878,845
 Issue of shares................................................        180,744
                                                                    ------------
                                                                     $1,059,589
                                                                    ------------
                                                                    ------------
</Table>

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

     In October 2001, the Company  acquired Omni Industries  Limited (Omni),
an electronics  manufacturer  headquartered  in Singapore.  This  acquisition
 will significantly enhance the Company's presence in Asia. The former
shareholders of Omni received 0.045 subordinate  voting shares of Celestica
or a cash payment of S$4.25,  for each share of Omni. The total purchase
price of approximately  $890 million was financed with the issuance of
approximately 9.2 million  subordinate voting shares of the Company and
approximately $475 million in cash.

<PAGE>


                                       6

                                 CELESTICA INC.

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


4.   OUTSTANDING SHARES:

     As at September 21, 2001,  Celestica had  outstanding  39,065,950
multiple voting shares,  180,854,203  subordinate voting shares and
17,192,693 options to acquire subordinate voting shares under Celestica's
employee incentive plans.

5.       OTHER CHARGES:

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED              NINE MONTHS ENDED
                                                             SEPTEMBER 30                    SEPTEMBER 30
                                                         2000             2001           2000           2001
                                                    --------------  --------------  -------------- --------------
<S>                                                  <C>             <C>             <C>            <C>
Restructuring (a)..................................  $         -     $    43,530     $         -    $   100,528
Other (b)..........................................            -          36,084               -         36,084
                                                    --------------  --------------  -------------- --------------
                                                     $         -     $    79,614     $         -    $   136,612
                                                    --------------  --------------  -------------- --------------
                                                    --------------  --------------  -------------- --------------
</TABLE>

(a)      Restructuring:

     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 $43,530
for the quarter. The following table details the components of the
restructuring charge:

<Table>
<Caption>
                                                   THREE MONTHS    NINE MONTHS
                                                      ENDED           ENDED
                                                    SEPTEMBER       SEPTEMBER
                                                    30, 2001        30, 2001
                                                   ------------    -------------
<S>                                                <C>             <C>
Employee termination costs.........................$    12,193     $    36,258
Lease and other contractual obligations............      7,957          19,896
Facility exit costs and other......................        758           4,524
Asset impairment (non-cash)........................     22,622          39,850
                                                   ------------    -------------
                                                   $    43,530     $   100,528
                                                   ------------    -------------
                                                   ------------    -------------
</Table>


The  following  table  details the  activity  through the accrued
restructuring liability:

<TABLE>
<CAPTION>


                                                       LEASE AND
                                       EMPLOYEE          OTHER          FACILITY
                                      TERMINATION     CONTRACTUAL      EXIT COSTS
                                         COSTS        OBLIGATIONS       AND OTHER         TOTAL
                                      ------------   -------------     ----------     ------------
<S>                                   <C>             <C>             <C>             <C>
Balance at June 30, 2001.............  $ 18,681        $    11,939     $   2,834       $    33,454
Provision............................    12,193              7,957           758            20,908
Cash payment.........................   (10,815)              (108)         (826)          (11,749)
                                      ------------   -------------     ----------     ------------
Balance at September 30, 2001          $ 20,059        $    19,788     $   2,766       $    42,613
                                      ------------   -------------     ----------     ------------
                                      ------------   -------------     ----------     ------------
</TABLE>


<PAGE>


                                       7

                                 CELESTICA INC.

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


     Employee  terminations  were made  across  all  geographic  regions  of
the company with the majority  pertaining to manufacturing  and plant
employees.  To date, a total of 8,201  employees have been  identified to be
terminated.  As of September  30,  2001,  6,229  employees  have  been
terminated.  The  remaining termination costs are expected to be paid out
within one year.

     The  non-cash  charges for 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 goodwill,  machinery and equipment,  buildings and
improvements.  The assets were written  down to their  recoverable  amounts
using  estimated  cash flows.

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

     Subsequent  to  quarter  end,  the  Company  announced  it  would  incur
an additional  restructuring charge of between  approximately $100 and $130
million in the fourth quarter.

(b)      Other:

     During the quarter, the Company recorded a non-cash charge of $36,084. This
is comprised of a write-down of the carrying value of certain assets,  primarily
goodwill and other intangible assets.

 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             NINE MONTHS ENDED
                                                            SEPTEMBER 30                   SEPTEMBER 30
                                                        2000             2001          2000            2001
                                                   --------------  -------------- --------------  --------------
<S>                                                 <C>             <C>            <C>             <C>
Revenue
Americas........................................... $ 1,717,947     $ 1,442,719    $ 4,397,920     $ 4,851,130
Europe.............................................     764,272         641,641      1,637,126       2,385,547
Asia...............................................     213,192         163,849        559,135         575,709
Elimination of inter-segment revenue...............     (95,262)        (45,259)      (289,826)       (256,155)
                                                   --------------  -------------- --------------  --------------
                                                    $ 2,600,149     $ 2,202,950    $ 6,304,355     $ 7,556,231
                                                   --------------  -------------- --------------  --------------
                                                   --------------  -------------- --------------  --------------
</TABLE>


<PAGE>


                                       8

                                 CELESTICA INC.

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


<TABLE>
<CAPTION>

                                                         THREE MONTHS ENDED             NINE MONTHS ENDED
                                                            SEPTEMBER 30                   SEPTEMBER 30
                                                        2000            2001           2000            2001
                                                   --------------  -------------- --------------  --------------
<S>                                                <C>             <C>            <C>             <C>
EBIAT
Americas.......................................... $       55,517  $      38,806  $      129,798  $      146,677
Europe............................................         33,119         23,209          67,835         104,930
Asia..............................................          9,746          8,125          25,689          28,553
                                                   --------------  -------------- --------------  --------------
                                                           98,382         70,140         223,322         280,160
Interest, net.....................................          5,229          5,075          13,323          11,073
Amortization of intangible assets.................        (25,607)       (32,158)        (60,178)        (89,866)
Integration costs related to acquisitions.........         (4,842)       (10,017)        (10,413)        (20,140)
Other charges.....................................              -        (79,614)              -        (136,612)
                                                   --------------  -------------- --------------  --------------
Earnings before income taxes...................... $       73,162  $     (46,574) $      166,054  $       44,615
                                                   --------------  -------------- --------------  --------------
                                                   --------------  -------------- --------------  --------------
Adjusted net earnings............................. $       83,925  $      64,685  $      187,189  $      245,070
                                                   --------------  -------------- --------------  --------------
                                                   --------------  -------------- --------------  --------------
</TABLE>


<Table>
<Caption>
                                                         AS AT SEPTEMBER 30
                                                        2000            2001
                                                   --------------  -------------
<S>                                                <C>             <C>
Total assets
Americas.......................................... $    3,401,280  $   3,777,646
Europe............................................      1,578,123      1,723,858
Asia..............................................        494,194        436,088
                                                   --------------  -------------
                                                   $    5,473,597  $   5,937,592
                                                   ==============  =============
</Table>

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

<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED              NINE MONTHS ENDED
                                                             SEPTEMBER 30                   SEPTEMBER 30
                                                        2000             2001          2000            2001
                                                   --------------  -------------- --------------  --------------
<S>                                                 <C>             <C>            <C>             <C>
Revenue
Canada............................................          30%             19%            32%             22%
United States.....................................          29%             38%            30%             33%
Italy.............................................          13%             12%             7%             13%
United Kingdom....................................          15%             11%            17%             14%
</TABLE>


7.    ADJUSTED NET EARNINGS:

     The  Company  uses   adjusted  net  earnings  as  a  measure  of
operating performance  on a  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            NINE MONTHS ENDED
                                                             SEPTEMBER 30                  SEPTEMBER 30
                                                         2000            2001           2000            2001
                                                   --------------  -------------- -------------- --------------
<S>                                                <C>             <C>            <C>            <C>
Adjusted net earnings............................. $      83,925   $      64,685  $     187,189  $     245,070

Adjusted net earnings per share - basic........... $        0.40   $        0.28  $        0.93  $        1.13

Adjusted net earnings per share - diluted (1)
(note 2).......................................... $        0.38   $        0.27  $        0.89  $        1.08
</TABLE>

 (1) For  purposes  of the diluted per share  calculation  for the three
     months ended September 30, 2001, the weighted  average number of shares
     outstanding, in thousands, was 235,665.

8.    COMPARATIVE FIGURES

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>a2063025zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2 (PRESS RELEASE)
<TEXT>


<PAGE>

[LOGO]


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                               THIRD 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 increasing the breadth of
service offerings 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 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. 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. 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


<PAGE>

communications capacity in Europe. The aggregate price for these three
acquisitions in 2000 was $170 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 (U.S.) 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. and signed a three-year supply 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 from Avaya Inc. in
Little Rock, Arkansas and Denver, Colorado and in August 2001 acquired certain
assets in Saumur, France. The Company signed a five-year supply agreement with
Avaya which positioned Celestica as Avaya's primary outsourcing partner in the
area of printed circuit board and system assembly, and test, repair and supply
chain management for a broad range of its telecommunications products. 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.

         In August 2001, Celestica acquired Primetech Electronics Inc.
(Primetech), an electronics manufacturer in Canada. This acquisition provided
Celestica with additional high complexity manufacturing capability and an
expanded global customer base. The former shareholders of Primetech received
0.22 subordinate voting shares of Celestica for each share of Primetech. The
total purchase price of $179 million was financed primarily with the issuance of
3,428,319 subordinate voting shares of the Company and the issuance of options
to purchase 268,299 subordinate voting shares of the Company.

         In August 2001, Celestica acquired certain assets in Columbus, Ohio and
Oklahoma City, Oklahoma from Lucent Technologies Inc. for a total purchase price
of approximately $572 million, subject to adjustments. The Company signed a
five-year supply agreement with Lucent, which positioned Celestica as the
leading EMS provider for Lucent's North American switching, access and wireless
networking systems products.

         The aggregate purchase price for acquisitions completed in the first
three quarters of 2001 was $1,060 million, of which $879 million was financed
with cash.

         In October 2001, Celestica acquired Omni Industries Limited (Omni).
Omni is an EMS provider, headquartered in Singapore, with locations in
Singapore, Malaysia, China, Indonesia and Thailand. Omni 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,
Integrated Circuit equipment, substrates and distribution. Omni manufactures
products for industry leading OEMs in the PC, storage and communications
sectors. The acquisition has significantly enhanced Celestica's EMS presence in
Asia. The former shareholders of Omni received 0.045 subordinate voting shares
of Celestica or a cash payment of S$4.25, for each share of Omni. The total
purchase price of approximately $890 million was financed with the issuance of
approximately 9.2 million subordinate voting shares of the Company and
approximately $475 million in cash.

         Consistent with its past practices and as a normal course of business,
Celestica may be 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 it's 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    NINE MONTHS ENDED
                                                        SEPTEMBER 30          SEPTEMBER 30
                                                     ------------------    -----------------
                                                       2000       2001       2000       2001
                                                     --------     ------     ------     ------
    <S>                                                <C>        <C>        <C>        <C>
    Revenue.....................................       100.0%     100.0%     100.0%     100.0%
    Cost of sales...............................        92.9       93.2       93.0       92.9
                                                       -----      -----      -----      -----
    Gross profit................................         7.1        6.8        7.0        7.1
    Selling, general and administrative expenses         3.3        3.6        3.4        3.4
    Amortization of intangible assets...........         1.0        1.5        1.0        1.2
    Integration costs related to acquisitions...         0.2        0.5        0.2        0.3
    Other charges ..............................          -         3.6         -         1.8
                                                       -----      -----      -----      -----
    Operating income (loss).....................         2.6       (2.4)       2.4        0.4
    Interest income, net........................        (0.2)      (0.2)      (0.2)      (0.2)
                                                       ------     ------     ------     ------
    Earnings (loss) before income taxes.........         2.8       (2.2)       2.6        0.6
    Income taxes (recovery)  ...................         0.7       (0.4)       0.7        0.2
                                                       -----      -----      -----      -----
    Net earnings (loss).........................         2.1%      (1.8)%      1.9%       0.4%
                                                       =====      =====      =====      =====
</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 costs and the
write-down of goodwill and other intangible assets) 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


                                     -3-

<PAGE>


or U.S. GAAP or as a measure of operating performance or profitability. The
following table reconciles net earnings to adjusted net earnings:

<TABLE>
<CAPTION>

                                                          THREE MONTHS ENDED          NINE MONTHS ENDED
                                                              SEPTEMBER 30               SEPTEMBER 30
                                                        ---------------------       ---------------------
                                                          2000         2001          2000           2001
                                                        --------     --------       -------       -------
                                                            (IN MILLIONS)              (IN MILLIONS)

      <S>                                                <C>          <C>           <C>           <C>
      Net earnings  (loss) .......................       $  55.7      $ (38.7)      $ 123.2       $  32.0
      Amortization of intangible assets...........          25.6         32.2          60.1          89.9
      Integration costs related to acquisitions...           4.8         10.0          10.4          20.1
      Other charges ..............................           -           79.6           -           136.6
      Income tax effect of above..................          (2.2)       (18.4)         (6.5)        (33.5)
                                                         -------      -------       -------       -------
      Adjusted net earnings.......................       $  83.9      $  64.7       $ 187.2       $ 245.1
                                                         =======      =======       =======       =======
      As a percentage of revenue                             3.2%         2.9%          3.0%          3.2%
                                                         =======      =======       =======       =======
</TABLE>


REVENUE

         Revenue decreased 15% to $2,203.0 million for the three months ended
September 30, 2001 from $2,600.1 million for the same period in 2000. Revenue
for the nine months ended September 30, 2001 increased 20% to $7,556.2 million
from $6,304.3 million for the same period in 2000. Organic revenue for the
quarter declined both sequentially and year-to-year due to continued softening
of end-markets. This was offset by a positive contribution from acquisition
revenue, primarily from customers in the communications industry.

         Revenue from the Americas operations decreased 16% to $1,442.7
million for the three months ended September 30, 2001 from $1,717.9 million
for the same period in 2000 and increased 10% to $4,851.1 million for the
nine months ended September 30, 2001 from $4,397.9 million for the same
period in 2000. Revenue from European operations decreased 16% to $641.6
million for the three months ended September 30, 2001 from $764.3 million for
the same period in 2000 and increased 46% to $2,385.5 million for the nine
months ended September 30, 2001 from $1,637.2 million for the same period in
2000. Revenue from Asian operations decreased 23% to $163.8 million for the
three months ended September 30, 2001 from $213.2 million for the same period
in 2000 and increased 3% to $575.7 million for the nine months ended
September 30, 2001 from $559.1 million for the same period in 2000.
Inter-segment revenue for the three and nine months ended September 30, 2001
was $45.3 million and $256.2 million, respectively, compared to $95.3 million
and $289.8 million for the same periods in 2000. The decrease in third
quarter revenue in 2001 compared to 2000, for all geographies, was a result
of the continued end-market softening.

         Revenue from customers in the communications industry for the three and
nine months ended September 30, 2001 was 38% and 34% of revenue, respectively,
compared to 32% and 31% of revenue for the same periods in 2000. Revenue from
customers in the server-related business for the three and nine months ended
September 30, 2001 was 30% and 32% of revenue, respectively, compared to 33% and
30% of revenue for the same periods in 2000. The communications sector benefited
this quarter from our recent acquisitions.

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

<TABLE>
<CAPTION>

                                  THREE               NINE
                               MONTHS ENDED       MONTHS ENDED
                               SEPTEMBER 30        SEPTEMBER 30
                              --------------      -------------
                              2000      2001      2000     2001
                              ----      ----      ----     ----
<S>                           <C>       <C>       <C>      <C>
Sun Microsystems....            X         X         X        X
IBM.................            X         X         X        X
Lucent .............                      X
Hewlett-Packard.....                                X
</TABLE>


         Celestica's top five customers represented in the aggregate 67% and 65%
of total revenue for the three and nine months ended September 30, 2001,
respectively, compared to 70% and 68% 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

                                        -4-

<PAGE>

guarantee that revenue from these or any other customers will not increase or
decrease as a percentage of consolidated revenue either individually or as a
group. Any material decrease in revenue from these or other customers could have
a material adverse effect on the Company's results of operations.

GROSS PROFIT

         Gross profit decreased 19% to $149.5 million for the three months
ended September 30, 2001 from $183.5 million for the same period in 2000.
Gross margin decreased to 6.8% for the three months ended September 30, 2001
from 7.1% for the same period in 2000. Margins decreased in the quarter due
to the excess capacity created by the decrease in volumes. Gross profit
increased 22% to $535.0 million for the nine months ended September 30, 2001
from $439.9 million for the same period in 2000. Gross margin increased to
7.1% for the nine months ended September 30, 2001 from 7.0% for the same
period in 2000. On a year-to-date basis, margins improved due to supply chain
initiatives, continued focus on costs and the restructuring program.

         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 decreased 7% for
the three months ended September 30, 2001 to $79.4 million (3.6% of revenue)
from $85.1 million (3.3% of revenue) for the same period in 2000. The decrease
in SG&A expenses for the quarter is consistent with the lower revenue levels,
partially offset by increased expenses from acquired operations. SG&A expenses
increased 18% for the nine months ended September 30, 2001 to $254.9 million
(3.4% of revenue) from $216.6 million (3.4% of revenue) for the same period in
2000. The increase in expenses on a year-to-date basis was primarily due to
operations acquired during 2000 and 2001. Year-to-date SG&A expenses continue to
increase year over year at a slower rate than revenue.

         Research and development (R&D) costs of $7.2 million (0.3% of revenue)
were incurred for the three months ended September 30, 2001 compared to $5.1
million (0.2% of revenue) for the same period in 2000. R&D costs for the nine
months ended September 30, 2001 were $16.1 million, compared to $14.3 million
for the same period of 2000.

INTANGIBLE ASSETS AND AMORTIZATION

         Amortization of intangible assets increased to $32.2 million for the
three months ended September 30, 2001 from $25.6 million for the same period in
2000. Amortization of intangible assets increased to $89.9 million for the nine
months ended September 30, 2001 from $60.1 million for the same period in 2000.
The increase is attributable to the intangible assets arising from the 2000 and
2001 acquisitions.

         At September 30, 2001, intangible assets represented 13% of Celestica's
total assets compared to 10% at December 2000.

         Effective July 1, 2001, the Company adopted the new accounting
standards for "Business Combinations" and "Goodwill and Other Intangible Assets"
as they related to acquisitions consummated after June 30, 2001. Accordingly,
the goodwill related to the acquisition of Primetech will not be amortized. See
"Recent Accounting Developments".

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

                                        -5-

<PAGE>

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 $10.0 million and $20.1 million for the three
and nine months ended September 30, 2001 compared to $4.8 million and $10.4
million for the same periods in 2000. The integration costs incurred in 2001
primarily relate to the Motorola, IBM 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
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 nine months ended September 30, 2001, Celestica
incurred $79.6 million and $136.6 million, respectively, in other charges. Of
the $79.6 million, $43.5 million relates to restructuring and $36.1 million
relates to a non-cash charge to write-down the carrying value of certain assets,
primarily goodwill and other intangible assets.

         The Company has been impacted by numerous order reductions,
reschedulings and cancellations since the beginning of the year. The Company
believes that this is 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, flat revenue from the first to the second quarter and a
sequential decline in revenue from the second to third quarter of 2001. The
Company has taken actions to resolve surpluses as a result of the current
end-market slowdown.

         These restructuring actions included facility consolidations and
workforce reductions. 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, which became impaired as a result of the
rationalization of facilities. These asset impairments relate to goodwill,
machinery and equipment, buildings and improvements.

         A further description of the charges taken is included in Note 5 to the
interim consolidated financial statements for September 30, 2001 contained in
the Company's quarterly filings.

         To further optimize global capacity, the Company will be expanding its
cost cutting initiatives and expects to record an additional pre-tax charge of
between $100 million and $130 million in the fourth quarter. The Company expects
to benefit from the restructuring measures through margin improvements and
reduced operating costs in the upcoming quarters. The Company expects to
complete the major components of the restructuring plan by the end of 2002. Cash
outlays are funded from cash on hand.

         Celestica did not incur other charges in 2000.

INTEREST INCOME, NET

         Interest income, net of interest expense, for the three and nine months
ended September 30, 2001 amounted to $5.1 million and $11.0 million,
respectively, compared to $5.2 million and $13.3 million for the same periods in
2000. The Company continued to earn interest income on its cash balances which
more than offset the interest expense incurred on the Company's Senior
Subordinated Notes.

INCOME TAXES

          Income tax recovery for the three months ended September 30, 2001 was
$7.9 million, reflecting an effective tax rate of 17%, compared to an income tax
expense of $17.5 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 in the second
quarter.

                                         -6-


<PAGE>

         Income tax expense for the nine months ended September 30, 2001 was
$12.6 million, reflecting an effective tax rate of 28%, compared to an income
tax expense of $42.9 million and an effective tax rate of 26% for the same
period in 2000. The year-to-date effective tax rate increased in 2001 due to the
occurrence of losses in the third quarter tax effected at the Company's lower
tax rate. Notwithstanding, the anomaly created by these losses in determining
the year-to-date tax rate, the Company's current tax rate of 17% is expected to
continue for the foreseeable future.

         Celestica has recognized a net deferred tax asset at September 30, 2001
of $99.7 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 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 September 30, 2001, operating activities
provided Celestica with $449.7 million in cash compared to the use of cash from
operating activities of $98.0 million for the same period in 2000. For the nine
months ended September 30, 2001, operating activities provided Celestica with
$401.1 million in cash compared to the use of cash of $238.4 million for the
same period in 2000. Cash was generated from earnings, a reduction in inventory
and the sale of $200 million in accounts receivable under a revolving facility
which is available until September 2004.

         Investing activities for the nine months ended September 30, 2001
included capital expenditures of $162.1 million and $864.4 million for
acquisitions. Investing activities for the nine months ended September 30, 2000
included capital expenditures of $163.9 million and $622.7 million for
acquisitions. See "Acquisitions".

          In 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). In August 2000, Celestica
issued Liquid Yield Option Notes with a principal amount at maturity of $1.8
billion payable August 1, 2020. Celestica received gross proceeds of $862.9
million less underwriting commissions of $19.4 million (pre-tax).


CAPITAL RESOURCES

         Celestica has two $250 million and one $500 million global, unsecured,
revolving credit facilities totalling $1 billion, 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, April 2004 and July 2005, respectively. Under the credit facilities:
Celestica is required to maintain certain financial ratios; its ability and that
of certain of its subsidiaries to grant security interests, dispose of assets,
change the nature of its business or enter into business combinations, is
restricted; and a change in control is an event of default. No borrowings were
outstanding under the revolving credit facilities at September 30, 2001 or
December 31, 2000.

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

         Celestica was in compliance with all debt covenants as at September 30,
2001 and December 31, 2000.

         Celestica believes that cash flow from operating activities, together
with cash on hand and borrowings available under its credit facilities, will be
sufficient to fund currently anticipated working capital, planned capital
spending and debt service requirements for the next 12 months. The Company
expects capital spending for 2001 to be approximately $200 million to $225
million. At September 30, 2001, Celestica had committed $20 million in

                                        -7-


<PAGE>

capital expenditures. In addition, Celestica regularly reviews acquisition
opportunities, and may therefore require additional debt or equity financing.

         Celestica prices the majority of its products in U.S. dollars, and the
majority of its material costs are also denominated in U.S. dollars. However, a
significant portion of its non-material costs (including payroll, facilities
costs and costs of locally sourced supplies and inventory) are primarily
denominated in Canadian dollars, British pounds sterling, Euros and Mexican
pesos. As a result, Celestica may experience transaction and translation gains
or losses because of currency fluctuations. At September 30, 2001, Celestica had
forward foreign exchange contracts covering various currencies in an aggregate
notional amount of $1,353 million with expiry dates up to March 2003. The fair
value of these contracts at September 30, 2001, was an unrealized gain of $15.4
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 October 2001, Celestica announced that it would incur additional
pre-tax restructuring charges of between $100 million to $130 million in the
fourth quarter as it continues to rationalize its cost structure. See "Other
charges".

         In October 2001, Celestica announced that it had closed the Omni
acquisition. 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 GAAP. 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 acquired on
business combinations no longer be amortized but instead be tested for
impairment at least annually. The standards require that the value of share
consideration issued in business combinations be measured using the average
share price for a reasonable period before and after the date the terms of the
acquisition are agreed to and announced. Previously, the consummation date was
used to value share consideration. The new Canadian standards are consistent
with U.S. GAAP. 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.
Upon full adoption of the standards beginning January 1, 2002, the Company will
discontinue amortization for all existing goodwill, evaluate existing intangible
assets and make any necessary reclassifications in order to conform with the new
criteria for recognition apart from goodwill and test goodwill for impairment in
accordance with the new standards. The Company is currently determining the
impact of the new standards. It is likely that the elimination of amortization
will have a material impact on the financial statements.

                                      -8-


<PAGE>

         In October 2001, the CICA approved a new Handbook Section "Stock-Based
Compensation and Other Stock-Based Payments" effective for fiscal periods
beginning on or after January 1, 2002. The new Section is based on one of the
two US standards covering stock-based compensation arrangements - FASB Statement
No. 123 Accounting for Stock-Based Compensation. The new section states that
stock-based payments to non-employees and direct awards to employees and
non-employees be accounted for using a fair value-based method of accounting.
For other stock based transactions with employees, the section requires that
pro-forma fair value based income and earnings per share information be
disclosed. The company's current practice is in accordance with the new
standards.

         In October 2001, the CICA approved a new Accounting Guideline "Hedging
Relationships" effective for fiscal years beginning on or after January 1, 2002.
The guideline establishes the designation and documentation requirements for
purposes of applying hedge accounting. The new guideline does not change the
company's accounting for hedges under Canadian GAAP.


         In October 2001, the FASB issued Statement No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets", which retains the fundamental
provisions of SFAS 121. Statement 144 also broadens the definition of
discontinued operations to include all distinguishable components of an entity
that will be eliminated from ongoing operations. This Statement is effective for
fiscal years beginning after December 15, 2001, to be applied prospectively. The
company has not determined the impact of Statement 144 on its financial
position, results of operations or cash flows.


                                       -9-

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