<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>a2078647zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>
EXHIBIT 99.2


<PAGE>


                                 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.


                                      -1-

<PAGE>


                                 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.


                                      -2-


<PAGE>


                                 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 changes.....................            (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.


                                   -3-

<PAGE>


                                 CELESTICA INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             (IN MILLIONS 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.

     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  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  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


                                      -4-


<PAGE>



                                 CELESTICA INC.

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


step to  measure  the  amount of  impairment in  a manner  similar to a purchase
price allocation. This second step is to be 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,


                                       -5-

<PAGE>


                                 CELESTICA INC.

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


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.

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>
                                                               LEASE AND
                                              EMPLOYEE           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>
</TABLE>

                                      -6-

<PAGE>


                                 CELESTICA INC.

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


<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>

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.







                                      -7-

</TEXT>
</DOCUMENT>
