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<SEC-DOCUMENT>0000912057-02-017086.txt : 20020430
<SEC-HEADER>0000912057-02-017086.hdr.sgml : 20020430
ACCESSION NUMBER:		0000912057-02-017086
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020426
FILED AS OF DATE:		20020429

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CELESTICA INC
		CENTRAL INDEX KEY:			0001030894
		STANDARD INDUSTRIAL CLASSIFICATION:	PRINTED CIRCUIT BOARDS [3672]
		IRS NUMBER:				980185558
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14832
		FILM NUMBER:		02624519

	BUSINESS ADDRESS:	
		STREET 1:		12 CONCORD PL
		STREET 2:		7TH FL
		CITY:			ONTARIO CANADA
		STATE:			A6
		ZIP:			M3C 1V7
		BUSINESS PHONE:		416442211
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>a2078149z6-k.txt
<DESCRIPTION>FORM 6K
<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 April 2002

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

                                 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 APRIL 2002

Filed with this Form 6-K are the following which are incorporated herein by
reference:



- -   Press Release, dated April 17, 2002, the text of which is attached hereto as
Exhibit 99.1, including Celestica Inc.'s first quarter 2002 consolidated
financial information.

- -   Supplemental Information of Celestica Inc., attached hereto as Exhibit 99.2.


EXHIBITS

99.1  - Press Release, dated April 17, 2002
99.2  - Supplemental Information





<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:  April 29, 2002             BY:  /s/ Elizabeth DelBianco
                                       ___________________________________
                                       Name:  Elizabeth DelBianco
                                       Title: Vice President & General Counsel





<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT                     DESCRIPTION
<S>                         <C>
99.1                        Press Release, dated April 17, 2002

99.2                        Supplemental Information
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2078149zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>
EXHIBIT 99.1



<PAGE>

FOR IMMEDIATE RELEASE                                  Wednesday, April 17, 2002
(All amounts in U.S. dollars.
Per share information based on diluted
shares outstanding unless noted otherwise.)


              CELESTICA ANNOUNCES FIRST QUARTER FINANCIAL RESULTS

     Company drives productivity gains and strong cash flow from operations

TORONTO, Canada - Celestica Inc. (NYSE, TSE: CLS), a world leader in electronics
manufacturing services (EMS), today announced financial results for the first
quarter ended March 31, 2002.

For the first quarter, revenue was $2,152 million, down 20 per cent from $2,693
million in the first quarter of 2001. Adjusted net earnings* were $63 million or
$0.26 per share, compared to $87 million or $0.39 for the same period last year.
The company's guidance for the first quarter, which was provided in January, was
for revenue of $2.1 - $2.5 billion and $0.25 to $0.32 adjusted net earnings per
share.

Net earnings on a GAAP basis for the first quarter was $40 million, or $0.15 per
share compared to net earnings of $55 million or earnings of $0.25 per share
last year.

Celestica's major focus on improving operating efficiency continued to drive
value and strengthen the company's balance sheet. Highlights in the quarter
included:

- -    Cash flow from operations of $274 million
- -    Inventory decrease of $135 million sequentially
- -    Cash cycle improvement to 28 days from 45 days in the prior quarter
- -    Cash balance of $1,483, up $140 million from year end 2001
- -    Debt to capital ratio of 21% (including convertible notes as debt)

"Celestica's continued focus on execution and efficiency drove solid
productivity gains in the first quarter," said Eugene Polistuk, chairman and
CEO, Celestica. "Despite the typical seasonality in the quarter and the ongoing
challenges in our customers' end markets, we returned to positive net earnings,
lowered our cash cycle, improved our already strong balance sheet and internally
funded our acquisition and capex requirements."

"Today, all parts of the supply chain are focused on delivering ongoing
improvements in operating efficiency. The productivity gains made today will not
only benefit Celestica's customers in the current environment, but will also
help maximize customer profitability when end markets improve. The company's
ability to respond effectively in both growth cycles and down cycles remains one
of the fundamental competitive advantages that outsourcing provides our
customers."

                                                                      more......

<PAGE>

                                       2

Looking forward, the company said that overall visibility in the current
end-market environment remains limited. However, the company did provide
guidance for the second quarter ending June 30, with revenue expected to be in
the range of $2.1 - $2.4 billion, with adjusted net earnings per share of
approximately $0.25 - $0.31.

*Detailed GAAP financial statements and supplementary information related to
adjusted net earnings appear at the end of this press release.

ABOUT CELESTICA
Celestica is a world leader in the delivery of innovative electronics
manufacturing services (EMS). With 2001 revenues in excess of US$10 billion,
Celestica is a global operator of a highly sophisticated manufacturing network,
providing a broad range of services to leading OEMs (original equipment
manufacturers) in the information technology and communications industries.
Unrivalled in quality, technology and supply chain management, Celestica
provides competitive advantage to its customers by improving time-to-market,
scalability and manufacturing efficiency. Celestica has more than 40,000
employees in over 40 locations in the Americas, Europe and Asia.

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

SAFE HARBOUR AND FAIR DISCLOSURE STATEMENT
STATEMENTS CONTAINED IN THIS PRESS RELEASE WHICH ARE NOT HISTORICAL FACTS ARE
FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISK AND UNCERTAINTIES WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE
FORWARD-LOOKING STATEMENTS. AMONG THE KEY FACTORS THAT COULD CAUSE SUCH
DIFFERENCES ARE: THE LEVEL OF OVERALL GROWTH IN THE ELECTRONICS MANUFACTURING
SERVICES (EMS) INDUSTRY; LOWER-THAN-EXPECTED CUSTOMER DEMAND; COMPONENT
CONSTRAINTS; VARIABILITY OF OPERATING RESULTS AMONG PERIODS; DEPENDENCE ON THE
COMPUTER AND COMMUNICATIONS INDUSTRIES; DEPENDENCE ON A LIMITED NUMBER OF
CUSTOMERS; AND THE ABILITY TO MANAGE EXPANSION, CONSOLIDATION AND THE
INTEGRATION OF ACQUIRED BUSINESSES. THESE AND OTHER FACTORS ARE DISCUSSED IN THE
COMPANY'S VARIOUS PUBLIC FILINGS AT www.sedar.com AND http://www.sec.gov.
                                    -------------     ------------------

AS OF ITS DATE, THIS PRESS RELEASE CONTAINS ANY MATERIAL INFORMATION ASSOCIATED
WITH THE COMPANY'S FIRST QUARTER FINANCIAL RESULTS, AND REVENUE AND ADJUSTED NET
EARNINGS GUIDANCE FOR THE SECOND QUARTER ENDING JUNE 30, 2002.

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

<PAGE>

                                       3

                                FINANCIAL SUMMARY


GAAP FINANCIAL SUMMARY

<TABLE>
<CAPTION>
Three Months Ended March 31                    2001        2002        Change
- ---------------------------                    ----        ----        ------
<S>                                          <C>         <C>         <C>
    Revenue                                  $ 2,693 M   $ 2,152 M   $  (541) M
    Net earnings                                  55 M        40 M       (15) M
    Net EPS                                  $  0.25     $  0.15     $ (0.10)

    Cash Provided by (used in) Operations    $ (261) M   $   274 M   $   535  M
    Cash Position at March 31                $   483 M   $ 1,483 M   $ 1,000  M
</TABLE>

ADJUSTED NET EARNINGS SUMMARY

<TABLE>
<CAPTION>
Three Months Ended March 31                    2001        2002        Change
- ---------------------------                    ----        ----        ------
<S>                                          <C>         <C>         <C>
    Adjusted net earnings                    $    87 M   $    63 M   $   (24) M
    Adjusted net EPS(1)                      $  0.39     $  0.26     $ (0.13)
</TABLE>

Adjusted Net Earnings Calculation
<TABLE>
<CAPTION>
                                             1Q 2002
                                             -------
<S>                                          <C>
    GAAP net earnings                        $   40 M
    Add: amortization of intangibles             22 M
    Add: acquisition integration costs            4 M
    Add: other charges                            - M
    Less: tax impact of above                   (3) M
                                             ------
    Adjusted net earnings                    $   63 M
                                             ======
</TABLE>

GUIDANCE SUMMARY

<TABLE>
<CAPTION>
    1Q Versus Actuals                  1Q 02 Guidance          1Q 02 Actuals
    -----------------                  --------------          -------------
    <S>                                <C>                     <C>
    Revenue                            $2.1B - $2.5B               $2.2B
    Adjusted net EPS                   $0.25 - $0.32               $0.26
</TABLE>

<TABLE>
<CAPTION>
    Forward Guidance                   2Q 02 Guidance
    ----------------                   --------------
    <S>                                <C>
    Revenue                            $2.1B - $2.4B
    Adjusted net EPS                   $0.25 - $0.31
</TABLE>

(1)   For purposes of the diluted per share calculation for the three months
      ended March 31, 2002, the weighted average number of shares outstanding
      was 247.1 million.

                                                                      more......

<PAGE>

                                       4

DISCLOSURE ON FINANCIAL RESULTS
As part of its quarterly financial press releases, Celestica provides extensive
disclosure including income statement, balance sheet, cash flow from operations
and detailed accompanying footnotes. All information is prepared in accordance
with Canadian GAAP which conforms in all material respects with U.S. GAAP except
as noted in the company's annual report. These same documents are also filed
with the United States Securities and Exchange Commissions and Canadian
Securities Commissions.

To supplement this information, Celestica also provides information on
adjusted net earnings. Adjusted net earnings do not have any standardized
meaning prescribed by GAAP and are not necessarily comparable to similar
measures presented by other issuers. 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 entreprise-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
intangible assets) and the related income tax effect of these adjustments.
Adjusted net earnings are not a measure of performance under Canadian GAAP or
U.S. GAAP and 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.

Adjusted net earnings are used by Celestica for establishing consensus guidance
on core operations and used by most analysts for estimating future earnings on
this basis. For comparative purposes, historical detail on adjusted net earnings
are shown in the company's securities filings including annual reports, press
releases and prospectuses, as well as in supplementary historical information
found on the company's web site.

                                                                      more......


<PAGE>

                                       5

                                CELESTICA INC.

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

<TABLE>
<CAPTION>
                                                   DECEMBER 31        MARCH 31
                                                      2001              2002
                                                   -----------        --------
<S>                                                <C>                <C>
ASSETS
Current assets:
   Cash and short-term investments................ $  1,342.8         $ 1,482.8
   Accounts receivable............................    1,054.1           1,072.3
   Inventories....................................    1,372.7           1,238.3
   Prepaid and other assets.......................      177.3             178.2
   Deferred income taxes..........................       49.7              49.7
                                                   ----------         ---------
                                                      3,996.6           4,021.3
   Capital assets.................................      915.1             938.7
   Goodwill on business combinations (note 2).....    1,128.8           1,137.9
   Other intangible assets........................      427.2             442.2
   Other assets...................................      165.2             203.7
                                                   ----------         ---------
                                                   $  6,632.9         $ 6,743.8
                                                   ==========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable............................... $  1,198.3         $ 1,182.2
   Accrued liabilities............................      405.7             473.3
   Income taxes payable...........................       21.0              21.7
   Deferred income taxes..........................       21.8              21.8
   Current portion of long-term debt..............       10.0               5.4
                                                   ----------         ---------
                                                      1,656.8           1,704.4
   Long-term debt.................................      137.4             136.4
   Accrued post-retirement benefits...............       47.3              66.9
   Deferred income taxes..........................       41.5              40.3
   Other long-term liabilities....................        4.3               3.5
                                                   ----------         ---------
                                                      1,887.3           1,951.5
Shareholders' equity:
   Convertible debt...............................      886.8             893.8
   Capital stock..................................    3,699.0           3,703.2
   Retained earnings..............................      162.7             198.2
   Foreign currency translation adjustment........       (2.9)             (2.9)
                                                   ----------         ---------
                                                      4,745.6           4,792.3
                                                   ----------         ---------
                                                   $  6,632.9         $ 6,743.8
                                                   ==========         =========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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

                                                                      more......
<PAGE>

                                       6

                                 CELESTICA INC.

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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31
                                                      2001              2002
                                                    --------          --------
<S>                                                 <C>               <C>
Revenue...........................................  $ 2,692.6         $ 2,151.5
Cost of sales.....................................    2,499.3           1,999.4
                                                    ---------         ---------
Gross profit......................................      193.3             152.1
Selling, general and administrative expenses......       89.0              76.7
Amortization of goodwill and other intangible
  assets (note 2).................................       29.6              22.0
Integration costs related to acquisitions.........        2.3               3.9
Other charges (note 4)............................        3.8                 -
                                                    ---------         ---------
Operating income..................................       68.6              49.5
Interest on long-term debt........................        4.3               5.4
Interest income, net..............................       (7.8)             (3.7)
                                                    ---------         ---------
Earnings before income taxes......................       72.1              47.8
                                                    ---------         ---------
Income taxes:
   Current........................................       13.0               9.4
   Deferred (recovery)............................        4.3              (1.3)
                                                    ---------         ---------
                                                         17.3               8.1
                                                    ---------         ---------
Net earnings for the period.......................       54.8              39.7

Retained earnings, beginning of period............      217.5             162.7
Convertible debt accretion, net of tax............       (3.4)             (4.2)
                                                    ---------         ---------
Retained earnings, end of period..................  $   268.9         $   198.2
                                                    =========         =========

Basic earnings per share..........................  $    0.25         $    0.15

Diluted earnings per share (note 6)...............  $    0.25         $    0.15

Weighted average number of shares outstanding:
   - basic (in millions)..........................      203.6             229.8
   - diluted (in millions) (note 6)...............      223.1             236.8
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
   THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
                   ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.

                                                                      more......
<PAGE>

                                       7

                                 CELESTICA INC.

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

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31
                                                      2001              2002
                                                    --------          --------
<S>                                                 <C>               <C>
CASH PROVIDED BY (USED IN):
OPERATIONS:
Net earnings for the period.......................  $    54.8         $    39.7
Items not affecting cash:
   Depreciation and amortization..................       69.7              79.0
   Deferred income taxes..........................        4.3              (1.3)
   Other charges..................................        0.3                 -
   Other..........................................        1.8               2.4
                                                    ---------         ---------
Cash from earnings................................      130.9             119.8
                                                    ---------         ---------
Changes in non-cash working capital items:
   Accounts receivable............................      301.9              11.7
   Inventories....................................      (31.4)            158.6
   Other assets...................................      (53.3)            (37.0)
   Accounts payable and accrued liabilities.......     (596.0)             20.1
   Income taxes payable...........................      (12.9)              0.7
                                                    ---------         ---------
   Non-cash working capital charges...............     (391.7)            154.1
                                                    ---------         ---------
   Cash provided by (used in) operations..........     (260.8)            273.9
                                                    ---------         ---------

INVESTING:
   Acquisitions, net of cash acquired.............      (65.7)           (102.9)
   Purchase of capital assets.....................      (76.8)            (26.1)
   Other..........................................       (0.4)                -
                                                    ---------         ---------
   Cash used in investing activities..............     (142.9)           (129.0)
                                                    ---------         ---------
FINANCING:
   Bank indebtedness...............................         -              (1.3)
   Decrease in long-term debt......................      (1.3)             (5.6)
   Deferred financing costs........................         -              (0.4)
   Issuance of share capital.......................       4.1               3.2
   Other...........................................         -              (0.8)
                                                    ---------         ---------
   Cash provided by (used in) financing activities.       2.8              (4.9)

Increase (decrease) in cash........................    (400.9)            140.0
Cash, beginning of period..........................     883.8           1,342.8
                                                    ---------         ---------
Cash, end of period................................ $   482.9         $ 1,482.8
                                                    =========         =========
Supplemental information:
   Paid during the period:
   Interest........................................ $     0.5         $     2.3
   Taxes........................................... $    19.4         $     4.8

Non-cash financing activities:
   Convertible debt accretion, net of tax.......... $     3.4         $     4.2
   Shares issued for acquisitions.................. $     1.5         $       -
</TABLE>
             Cash is comprised of cash and short-term investments.

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
   THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
                   ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.

                                                                      more......

<PAGE>
                                       8

                                 CELESTICA INC.

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

    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 22 to the 2001 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, 2001.

    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 March 31, 2002 and the results of operations and cash flows for
the three months ended March 31, 2001 and 2002.

    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) BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS:
    In September 2001, the Canadian Institute of Chartered Accountants (CICA)
issued Handbook Sections 1581 "Business combinations" and 3062 "Goodwill and
other tangible 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 substantially
consistent with U.S. GAAP.

    Effective July 1, 2001, goodwill acquired in business combinations completed
after June 30, 2001 was not amortized. In addition, the criteria for recognition
of intangible assets apart from goodwill and the valuation of the shares issued
in a business combination have been applied to business combinations completed
after June 30, 2001.

    The Company has adopted these new standards as of January 1, 2002 and has
discontinued amortization of all existing goodwill. The Company has also
evaluated existing intangible assets including estimates of remaining useful
lives and has reclassed $9.1 million to conform with the new criteria.

    In connection with Section 3062's transitional goodwill impairment
evaluation, the Company is required to assess whether goodwill is impaired as
of January 1, 2002. The Company has up to six months to determine the fair value
of its reporting units and compare that to the carrying amounts of its reporting
units. To the extent a reporting unit's carrying amount exceeds its fair value,
the Company must perform a second step to measure the amount of impairment in a
manner similar to a purchase price allocation. This second step is to be

                                                                     more.......

<PAGE>

                                       9

                                 CELESTICA INC.

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

completed no later than December 31, 2002. Any transitional impairment will be
recognized as an effect of a change in accounting principle and will be charged
to opening retained earnings as of January 1, 2002. The Company has not yet
determined the impact of this transitional goodwill impairment assessment on its
financial statements.

    Effective January 1, 2002, the Company had unamortized goodwill of $1,137.9
which is no longer being amortized. This change in accounting policy is not
applied retroactively and the amounts presented for prior periods have not been
restated for this change. The impact of this change is as follows:

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                    MARCH 31
                                              2001              2002
                                            --------          --------
<S>                                         <C>               <C>

Net earnings..............................  $     54.8        $     39.7
Add back: goodwill amortization...........         9.9                 -
                                            ----------        ----------
Net earnings before goodwill amortization.. $     64.7        $     39.7
                                            ==========        ==========

Basic earnings per share:
Net earnings..............................  $     0.25        $     0.15
Net earnings before goodwill amortization.  $     0.30        $     0.15

Diluted earnings per share:
Net earnings..............................  $     0.25        $     0.15
Net earnings before goodwill amortization.  $     0.29        $     0.15
</TABLE>

(b) STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS:

    Effective January 1, 2002, the Company adopted the new CICA Handbook
Section 3870, which requires that a fair value based method of accounting be
applied to all stock-based payments to non-employees and to direct awards of
stock to employees. However, the new standard permits the Company to continue
its existing policy of recording no compensation cost on the grant of stock
options to employees with the addition of pro forma information. The Company
has applied the pro forma disclosure provisions of the new standard to awards
granted on or after January 1, 2002. The pro forma effect of awards granted
prior to January 1, 2002 has not been included.

    The standard requires the disclosure of pro forma net earnings and earnings
per share information as if the Company had accounted for employee stock options
under the fair value method. The fair value of the options issued in the quarter
was determined using the Black-Scholes option pricing model with the following
assumptions: risk-free rate of 5.64%; dividend yield of 0%; a volatility factor
of the expected market price of the Company's shares of 70%; and a
weighted-average expected option life of 7.5 years. The weighted-average grant
date fair values of options issued during the quarter was $29.87 per share. For
purposes of pro forma disclosures, the estimated fair value of the options is
amortized to income over the vesting period. For the three months ended March
31, 2002, the Company's pro forma net earnings is $39.5, basic earnings per
share is $0.15 and diluted earnings per share is $0.15.

3.  ACQUISITIONS:

    ASSET ACQUISITIONS:

    On March 31, 2002, the Company acquired certain assets located in Miyagi and
Yamanashi, Japan from NEC Corporation. The purchase price was financed with cash
and was allocated to the net assets acquired, based on their relative fair
values at the date of acquisition. The Company is obtaining third party
valuations of certain assets. The fair value allocation of the purchase price is
subject to refinement.

                                                                      more......

<PAGE>

                                       10

                                 CELESTICA INC.

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


4.  OTHER CHARGES:
<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31
                                                      2001              2002
                                                    --------          --------
<S>                                                 <C>               <C>
Restructuring..................................     $     3.8         $       -
                                                    =========         =========
</TABLE>

     In 2001, the Company recorded a restructuring charge that reflected
facility consolidations and a workforce reduction. The following table details
the activity through the accrued restructuring liability:

<TABLE>
<CAPTION>
                                EMPLOYEE   LEASE AND OTHER   FACILITY
                              TERMINATION    CONTRACTUAL    EXIT COSTS
                                 COSTS       OBLIGATIONS     AND OTHER   TOTAL
                              ----------    ------------    -----------  -----
<S>                           <C>           <C>            <C>         <C>
Balance at December 31, 2001. $     39.5    $    33.7      $     9.5   $   82.7
Cash payments................      (13.7)        (2.9)          (0.9)     (17.5)
                              ----------    ---------      ---------   --------
Balance at March 31, 2002.... $     25.8    $    30.8      $     8.6   $   65.2
                              ----------    ---------      ---------   --------
</TABLE>

     As of December 31, 2001, 2,330 employee positions remain to be terminated
during 2002. 913 employees were terminated during the quarter. The Company
expects to complete the major components of the restructuring plan by the end of
2002, except for certain long-term lease contractual obligations.

5.   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). Inter-segment
transactions are reflected at market value. The following is a breakdown by
operating segment.

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED
                                                    MARCH 31
                                              2001              2002
                                            --------          --------
<S>                                         <C>               <C>
REVENUE
Americas..................................  $ 1,695.6         $ 1,359.4
Europe....................................      904.9             470.3
Asia......................................      215.0             400.7
Elimination of inter-segment revenue......     (122.9)            (78.9)
                                            ---------         ---------
                                            $ 2,692.6         $ 2,151.5
                                            ---------         ---------
EBIAT
Americas..................................  $    52.7         $    40.3
Europe....................................       41.2              15.4
Asia......................................       10.4              19.7
                                            ---------         ---------
                                                104.3              75.4
Interest, net.............................        3.5              (1.7)
Amortization of goodwill and other
   intangible assets......................      (29.6)            (22.0)
Integration costs related to acquisitions.       (2.3)             (3.9)
Other charges.............................       (3.8)                -
                                            ---------         ---------
Earnings before income taxes.............  $    72.1         $    47.8
                                            =========         =========
</TABLE>

<TABLE>
<CAPTION>
                                                  AS AT MARCH 31
                                              2001              2002
                                            --------          --------
<S>                                         <C>               <C>
TOTAL ASSETS
Americas.................................   $ 3,068.0         $ 3,496.0
Europe...................................     1,916.4           1,484.3
Asia.....................................       414.5           1,763.5
                                            ---------         ---------
                                            $ 5,398.9         $ 6,743.8
                                            =========         =========
</TABLE>


                                                                      more......
<PAGE>

                                       11

                                 CELESTICA INC.

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


6.   WEIGHTED AVERAGE SHARES OUTSTANDING:

     For the three months ended March 31, 2002, the weighted average number
of shares outstanding for purposes of the diluted earnings per share
calculation, excludes the effect of convertible securities as they are
anti-dilutive.



                                  - 30 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>a2078149zex-99_2.txt
<DESCRIPTION>EXHIBIT 99-2
<TEXT>

<PAGE>

EXHIBIT 99.2



<PAGE>

[LOGO]

CELESTICA INC.
SUPPLEMENTAL INFORMATION
(in millions of US dollars, except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
                                             Q1 2000    Q2 2000    Q3 2000    Q4 2000    Q1 2001    Q2 2001    Q3 2001    Q4 2001
                                             -------    -------    -------    -------    -------    -------    -------    -------
<S>                                          <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
REVENUE                                      $1,612.3   $2,091.9   $2,600.1   $3,447.8   $2,692.6   $2,660.7   $2,203.0   $2,448.2
GAAP
NET EARNINGS (LOSS)                              26.1       41.4       55.7       83.5       54.8       15.8      (38.7)     (71.8)
Convertible debt accretion,  net of tax            -          -        (2.1)      (3.3)      (3.4)      (3.6)      (3.9)      (4.1)
                                             --------   --------   --------   --------   --------   --------   --------   --------
Earnings (loss) available to shareholders
 - basic                                         26.1       41.4       53.6       80.2       51.4       12.2      (42.6)     (75.9)

Earnings (loss) per share - basic            $   0.14   $   0.20   $   0.26   $   0.39   $   0.25   $   0.06   $  (0.20)  $  (0.33)
                                             --------   --------   --------   --------   --------   --------   --------   --------
Earnings (loss) per share - diluted(1)(2)(3) $   0.13   $   0.20   $   0.25   $   0.38   $   0.25   $   0.06   $  (0.20)  $  (0.33)
                                             --------   --------   --------   --------   --------   --------   --------   --------
                                             --------   --------   --------   --------   --------   --------   --------   --------
ADJUSTED NET EARNINGS
Net earnings (loss)                          $   26.1   $   41.4   $   55.7   $   83.5   $   54.8   $   15.8   $  (38.7)  $  (71.8)
Adjustments:
Amortization of intangible assets                15.3       19.2       25.6       28.8       29.6       28.1       32.2       35.1
Integration costs related to acquisitions         0.7        4.9        4.8        5.7        2.3        7.8       10.0        2.6
Other charges                                      -          -          -          -         3.8       53.2       79.6      136.5
Income tax effect of above                       (2.6)      (1.8)      (2.2)      (1.0)      (3.2)     (11.8)     (18.4)     (26.9)
                                             --------   --------   --------   --------   --------   --------   --------   --------
Adjusted net earnings                        $   39.5   $   63.7   $   83.9   $  117.0   $   87.3   $   93.1   $   64.7   $   75.5
                                             --------   --------   --------   --------   --------   --------   --------   --------
   As a percentage of revenue                    2.4%       3.0%       3.2%       3.4%       3.2%       3.5%       2.9%       3.1%
Adjusted net earnings per share - basic      $   0.21   $   0.31   $   0.40   $   0.56   $   0.41   $   0.43   $   0.28   $   0.31
                                             --------   --------   --------   --------   --------   --------   --------   --------
Adjusted net earnings per share
   - diluted(1)(2)(3)                        $   0.20   $   0.30   $   0.38   $   0.53   $   0.39   $   0.41   $   0.27   $   0.31
                                             --------   --------   --------   --------   --------   --------   --------   --------
Weighted average number of shares (in millions)
  outstanding - basic                           190.1      202.7      203.0      203.2      203.6      207.0      218.1      227.1
              - diluted (1)(2)(3)               199.5      211.9      220.0      222.6      223.1      225.5      235.7      244.5

Actual number of shares (in millions)
  outstanding - basic                           202.5      202.8      203.2      203.4      203.8      216.3      219.9      229.7
                                             --------   --------   --------   --------   --------   --------   --------   --------

ADJUSTED EBITDA

Net earnings (loss)                          $   26.1   $   41.4   $   55.7   $   83.5   $   54.8   $   15.8   $  (38.7)  $  (71.8)
Income taxes                                     12.3       13.1       17.5       26.3       17.3        3.3       (7.9)     (14.7)
                                             --------   --------   --------   --------   --------   --------   --------   --------
EBT                                              38.4       54.5       73.2      109.8       72.1       19.1      (46.6)     (86.5)
                                             --------   --------   --------   --------   --------   --------   --------   --------
Integration costs related to acquisitions         0.7        4.9        4.8        5.7        2.3        7.8       10.0        2.6
Other charges                                      -          -          -          -         3.8       53.2       79.6      136.5
                                             --------   --------   --------   --------   --------   --------   --------   --------
Adjusted EBT                                     39.1       59.4       78.0      115.5       78.2       80.1       43.0       52.6
Interest expense (income), net                   (1.8)      (6.3)      (5.2)      (5.7)      (3.5)      (2.4)      (5.1)       3.2
                                             --------   --------   --------   --------   --------   --------   --------   --------
Adjusted EBIT                                    37.3       53.1       72.8      109.8       74.7       77.7       37.9       55.8
Amortization of intangible assets                15.3       19.2       25.6       28.8       29.6       28.1       32.2       35.1
                                             --------   --------   --------   --------   --------   --------   --------   --------
ADJUSTED EBIAT                                   52.6       72.3       98.4      138.6      104.3      105.8       70.1       90.9
                                                 3.3%       3.5%       3.8%       4.0%       3.9%       4.0%       3.2%       3.7%
                                             --------   --------   --------   --------   --------   --------   --------   --------
ADJUSTED EBITDA                              $   76.1   $  101.4   $  131.1   $  175.2   $  143.9   $  148.5   $  121.6   $  149.8
                                             --------   --------   --------   --------   --------   --------   --------   --------
                                                 4.7%       4.8%       5.0%       5.1%       5.3%       5.6%       5.5%       6.1%
                                             --------   --------   --------   --------   --------   --------   --------   --------
</TABLE>




<TABLE>
<CAPTION>
                                                 Q1 2002    FY 2000    FY 2001
                                                 -------    -------    -------
<S>                                               <C>       <C>       <C>
REVENUE                                           $2,151.5  $9.752.1  $10,004.4
GAAP
NET EARNINGS (LOSS)                                   39.7     206.7      (39.8)
Convertible debt accretion,  net of tax               (4.2)     (5.4)     (15.0)
                                                  --------   -------    -------
Earnings (loss) available to shareholders
 - basic                                              35.5     201.3      (54.8)

Earnings (loss) per share - basic                  $   0.15   $ 1.01  $   (0.26)
                                                  --------   -------   --------
Earnings (loss) per share - diluted(1)(2)(3)       $   0.15   $ 0.98  $   (0.26)
                                                  --------   -------   --------
                                                  --------   -------   --------
ADJUSTED NET EARNINGS
Net earnings (loss)                               $   39.7   $ 206.7   $  (39.8)
Adjustments:
Amortization of intangible assets                     22.0      88.9      125.0
Integration costs related to acquisitions              3.9      16.1       22.8
Other charges                                           -         -       273.1
Income tax effect of above                            (2.2)     (7.6)     (60.5)
                                                  --------   -------   --------
Adjusted net earnings                             $   63.4   $ 304.1   $  320.6
                                                  --------   -------   --------
   As a percentage of revenue                         2.9%      3.1%       3.2%
Adjusted net earnings per share - basic           $   0.26   $  1.50   $   1.43
                                                  --------   -------   --------
Adjusted net earnings per share
   - diluted(1)(2)(3)                             $   0.26   $  1.44   $   1.38
                                                  --------   -------   --------
Weighted average number of shares (in millions)
  outstanding - basic                                229.8      199.8      213.9
              - diluted (1)(2)(3)                    247.1      211.8      232.9

Actual number of shares (in millions)
  outstanding - basic                                230.1      203.4      229.7
                                                  --------   -------   --------
ADJUSTED EBITDA

Net earnings (loss)                               $   39.7   $ 206.7   $  (39.8)
Income taxes                                           8.1      69.2       (2.1)
                                                  --------   -------   --------
EBT                                                   47.8     275.9      (41.9)
                                                  --------   -------   --------
Integration costs related to acquisitions              3.9      16.1       22.8
Other charges                                           -         -       273.1
                                                  --------   -------   --------
Adjusted EBT                                          51.7     292.0      254.0
Interest expense (income), net                         1.7     (19.8)      (7.9)
                                                  --------   -------   --------
Adjusted EBIT                                         53.4     273.0      246.1
Amortization of intangible assets                     22.0      88.9      125.0
                                                  --------   -------   --------
ADJUSTED EBIAT                                        75.4     361.9      371.1
                                                      3.5%      3.7%       3.7%
                                                  --------   -------   --------
ADJUSTED EBITDA                                   $  131.3   $ 483.8   $  563.8
                                                  --------   -------   --------
                                                      6.1%      5.0%       5.6%
                                                  --------   -------   --------
</TABLE>
(1)  Restated to reflect treasury stock method, retroactively applied.

(2)  For the three months ended September 30 and December 31, 2001 and for the
     year ended December 31, 2001, the diluted weighted average number of shares
     for GAAP purposes is the same as the basic weighted average number of
     shares due to the losses (anti-dilutive). The diluted weighted average
     shares (in millions) of 235.7, 244.5 and 232.9, respectively, are only used
     to calculate the "adjusted net earnings per share".

(3)  For the three months ended March 31, 2002, the diluted weighted average
     shares for GAAP purposes is 236.8 million, which excludes the effect of
     the convertible debt as it is anti-dilutive. Convertible debt accretion
     must be deducted from net earnings to calculate diluted GAAP EPS. The
     diluted weighted average shares of 247.1 million is only used to calculate
     the "adjusted net earnings per share".


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