<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>a2115585zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<Page>

                                                                    Exhibit 99.2

                                 CELESTICA INC.

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

<Table>
<Caption>

                                                          DECEMBER 31         JUNE 30
                                                             2002              2003
                                                       --------------    ---------------
<S>                                                    <C>               <C>
ASSETS
Current assets:
  Cash and short-term investments...................   $       1,851.0   $       1,454.8
  Accounts receivable ..............................             785.9             632.2
  Inventories ......................................             775.6             834.9
  Prepaid and other assets..........................             115.1             159.4
  Deferred income taxes.............................              36.9              38.8
                                                       ---------------   ---------------
                                                               3,564.5           3,120.1
Capital assets .....................................             727.8             692.2
Goodwill from business combinations ................             948.0             948.0
Intangible assets...................................             211.9             187.3
Other assets .......................................             354.6             387.5
                                                       ---------------   ---------------
                                                       $       5,806.8   $       5,335.1
                                                       ===============   ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable..................................   $         947.2   $         911.2
  Accrued liabilities...............................             475.4             369.3
  Income taxes payable..............................              24.5              42.2
  Deferred income taxes.............................              21.5              21.4
  Current portion of long-term debt ................               2.7               3.2
                                                       ---------------   ---------------
                                                               1,471.3           1,347.3
Long-term debt......................................               4.2               1.8
Accrued pension and post-employment benefits .......              77.2              83.5
Deferred income taxes...............................              46.2              57.5
Other long-term liabilities.........................               4.3               7.1
                                                        --------------    --------------
                                                               1,603.2           1,497.2
Shareholders' equity:
  Convertible debt (note 3).........................             804.6             680.4
  Capital stock (note 4)............................           3,670.6           3,383.0
  Contributed surplus...............................               5.8              98.1
  Deficit...........................................            (294.7)           (340.6)
  Foreign currency translation adjustment...........              17.3              17.0
                                                        --------------    --------------
                                                               4,203.6           3,837.9
                                                        --------------    --------------
                                                       $       5,806.8   $       5,335.1
                                                       ===============   ===============
</Table>


          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
    THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
                 2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.

<Page>

                                       2


                                 CELESTICA INC.

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

<Table>
<Caption>
                                                           THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                JUNE 30                         JUNE 30
                                                           2002            2003            2002           2003
                                                     --------------  --------------  -------------- ----------

<S>                                                    <C>             <C>              <C>           <C>
Revenue..............................................  $    2,249.2    $  1,598.4       $ 4,400.7     $  3,185.7
Cost of sales........................................       2,087.2       1,549.6         4,086.6        3,061.2
                                                       ------------    ----------       ---------     ----------
Gross profit.........................................         162.0          48.8           314.1          124.5
Selling, general and administrative expenses ........          75.0          59.9           147.2          119.6
Research and development costs.......................           5.0           4.4             9.5            8.9
Amortization of intangible assets ...................          21.7          12.1            43.7           24.5
Integration costs related to acquisitions ...........          10.2             -            14.1              -
Other charges (note 5)...............................            -           21.6               -           20.0
                                                       ------------    ----------       ---------     ----------
Operating income (loss)..............................          50.1         (49.2)           99.6          (48.5)
Interest on long-term debt...........................           5.5           1.4            10.9            2.7
Interest income, net.................................          (4.1)         (2.9)           (7.8)          (7.5)
                                                       ------------    ----------       ---------     ----------
Earnings (loss) before income taxes..................          48.7         (47.7)           96.5          (43.7)
                                                       ------------    ----------       ---------     ----------
Income taxes:
  Current expense....................................           9.6           4.5            19.0            8.2
  Deferred recovery..................................          (1.3)        (12.6)           (2.6)         (15.7)
                                                       ------------    ----------       ---------     ----------
                                                                8.3          (8.1)           16.4           (7.5)
                                                       ------------    -----------      ---------     -----------
Net earnings (loss) for the period...................          40.4         (39.6)           80.1          (36.2)

Retained earnings (deficit), beginning of period.....         198.2        (295.4)          162.7         (294.7)
Convertible debt accretion, net of tax...............          (4.4)         (3.5)           (8.6)          (7.5)
Loss on repurchase of convertible debt (note 3)......             -          (2.1)              -           (2.2)
                                                       ------------    ----------       ---------     ----------
Retained earnings (deficit), end of period...........  $      234.2    $   (340.6)     $    234.2     $   (340.6)
                                                       ============    ==========      ==========     ==========

Basic earnings (loss) per share (note 7).............  $       0.16     $    (0.18)     $     0.31     $    (0.15)

Diluted earnings (loss) per share (note 7)...........  $       0.15     $    (0.18)     $     0.30     $    (0.15)

Weighted average number of shares outstanding:
   - basic (in millions).............................         230.2         218.0           230.0          222.5
   - diluted (in millions) (note 7)..................         236.0         218.0           236.5          222.5
</Table>




          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
    THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
                 2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.


<Page>

                                       3


                                 CELESTICA INC.

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

<Table>
<Caption>
                                                     THREE MONTHS ENDED              SIX MONTHS ENDED
                                                           JUNE 30                        JUNE 30
                                                    2002            2003           2002            2003
                                               --------------  -------------- --------------  ---------
<S>                                              <C>             <C>            <C>             <C>
CASH PROVIDED BY (USED IN):
OPERATIONS:
Net earnings (loss) for the period ............. $      40.4     $     (39.6)   $      80.1     $     (36.2)
Items not affecting cash:
  Depreciation and amortization.................        77.5            56.4          156.5           112.6
  Deferred income taxes.........................        (1.3)          (12.6)          (2.6)          (15.7)
  Restructuring charges (note 5)................           -            (4.9)             -            (4.9)
  Other charges (note 5)........................           -               -              -            (1.6)
Other...........................................         1.8             1.5            4.2             5.6
                                                 -----------     -----------    -----------     -----------
                                                       118.4             0.8          238.2            59.8
                                                 -----------     -----------    -----------     -----------
Changes in non-cash working capital items:
  Accounts receivable...........................       (31.4)            1.8          (19.7)          153.8
  Inventories...................................       122.0           (28.8)         280.6           (56.8)
  Prepaid and other assets......................        24.6           (11.1)         (12.4)          (44.3)
  Accounts payable and accrued liabilities......        (3.5)          (62.4)          16.6          (142.4)
  Income taxes payable..........................         6.6            (0.5)           7.3            15.1
                                                 -----------     -----------    -----------     -----------
  Non-cash working capital changes..............       118.3          (101.0)         272.4           (74.6)
                                                 -----------     -----------    -----------     -----------
Cash provided by (used in) operations...........       236.7          (100.2)         510.6           (14.8)
                                                 -----------     -----------    -----------     -----------

INVESTING:
  Acquisitions, net of cash acquired............           -             -           (102.9)           (0.5)
  Purchase of capital assets....................       (48.9)          (29.4)         (75.0)          (47.5)
  Proceeds from sale of capital assets..........        21.0             -             21.0             1.8
  Other.........................................        (0.1)           (0.9)          (0.1)           (1.2)
                                                 -----------     -----------    -----------     -----------
Cash used in investing activities...............       (28.0)          (30.3)        (157.0)          (47.4)
                                                 -----------     -----------    -----------     -----------

FINANCING:
  Bank indebtedness.............................        (0.4)              -           (1.7)              -
  Repayment of long-term debt ..................        (9.3)           (0.8)         (14.9)           (1.9)
  Deferred financing costs......................        (0.2)           (0.2)          (0.6)           (0.4)
  Repurchase of convertible debt (note 3).......           -           (60.7)             -          (136.8)
  Issuance of share capital.....................         1.4             1.1            4.6             3.3
  Repurchase of capital stock (note 4)..........           -          (119.8)             -          (200.8)
  Other.........................................         0.7             2.6           (0.1)            2.6
                                                 -----------     -----------    -----------     -----------
Cash used in financing activities...............        (7.8)         (177.8)         (12.7)         (334.0)
                                                 -----------     -----------    -----------     -----------

Increase (decrease) in cash.....................       200.9          (308.3)          340.9         (396.2)
Cash, beginning of period.......................     1,482.8         1,763.1         1,342.8        1,851.0
                                                 -----------     -----------    -----------     -----------
Cash, end of period.............................    $1,683.7     $   1,454.8    $    1,683.7    $   1,454.8
                                                 ============    ===========    ============    ===========
</Table>

              Cash is comprised of cash and short-term investments.
                   Supplemental cash flow information (note 8)

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
    THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
                 2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.


<Page>


                                       4

                                 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 information technology and
communications industries. The Company has operations in the Americas, Europe
and Asia.

     Celestica prepares its financial statements in accordance with generally
accepted accounting principles (GAAP) in Canada with a reconciliation to
accounting principles generally accepted in the United States, disclosed in note
22 to the 2002 annual consolidated financial statements.

2.    SIGNIFICANT ACCOUNTING POLICIES:

     The disclosures contained in these unaudited interim consolidated financial
statements do not include all requirements of GAAP for annual financial
statements. These unaudited interim consolidated financial statements should be
read in conjunction with the 2002 annual consolidated financial statements.

     These unaudited interim consolidated financial statements reflect all
adjustments, consisting only of normal recurring accruals, which are, in the
opinion of management, necessary to present fairly the financial position of the
Company as of June 30, 2003 and the results of operations and cash flows for the
three and six months ended June 30, 2002 and 2003.

     These unaudited interim consolidated financial statements are based upon
accounting principles consistent with those used and described in the 2002
annual consolidated financial statements, except for the following:

(i)  IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS:

     Effective January 1, 2003, the Company early adopted the new CICA Handbook
Section 3063, "Impairment or Disposal of Long-Lived Assets" and the revised
Section 3475, "Disposal of Long-Lived Assets and Discontinued Operations," which
are consistent with U.S. GAAP. These Sections establish standards for
recognizing, measuring and disclosing impairment for long-lived assets
held-for-use, and for measuring and separately classifying assets
available-for-sale.

     Previously long-lived assets were written down to net recoverable value if
the undiscounted future cash flows were less than net book value. Under the new
standard, assets must be classified as either held-for-use or
available-for-sale. Impairment losses for assets held-for-use are measured based
on discounted cash flows. Available-for-sale assets are measured based on
expected proceeds less direct costs to sell.

(ii) RESTRUCTURING CHARGES:

     Effective January 1, 2003, the Company adopted the new CICA Emerging Issues
Committee Abstracts EIC-134, "Accounting for Severance and Termination
Benefits," and EIC-135, "Accounting for Costs Associated with Exit and Disposal
Activities," which establishes standards for recognizing, measuring and
disclosing costs relating to an exit or disposal activity. These standards are
similar to U.S. GAAP. The Company has applied the new standards to restructuring
plans initiated after January 1, 2003.

     These EICs allow recognition of a liability for an exit or disposal
activity only when the costs are incurred and can be measured at fair value.
Previously, a commitment to an exit or disposal plan was sufficient to record
the majority of costs.



<Page>

                                       5

                                 CELESTICA INC.

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



3.   CONVERTIBLE DEBT

     During the quarter, the Company paid $60.7 to repurchase Liquid Yield
OptionTM Notes (LYONs) with a principal amount at maturity of $116.9. For the
six months ended June 30, 2003, the Company paid $136.8 to repurchase LYONs with
a principal amount at maturity of $270.7. Pursuant to Canadian GAAP, the LYONs
are recorded as an equity instrument and bifurcated into a principal equity
component and an option component. See the description in note 10 to the 2002
annual consolidated financial statements. The loss on the repurchase of LYONs of
$2.1 for the quarter and $2.2 for the six months ended June 30, 2003, is charged
to retained earnings (deficit) and apportioned between the principal equity and
option components, based on their relative fair values compared to their
carrying values. Consistent with the treatment of the periodic accretion
charges, the amount relating to the principal equity component has been included
in the calculation of basic and diluted earnings (loss) per share. See note 7.

4.   CAPITAL STOCK

     In April 2003, the Company amended the terms of its Normal Course Issuer
Bid (which expires July 31, 2003), to increase the number of shares that may be
repurchased, at its discretion, to 18.6 million. Through June 30, 2003, the
Company has purchased a total of 17.9 million subordinate voting shares,
including 9.2 million subordinate voting shares repurchased during the quarter
at a weighted average price of $13.09 per share. Also see note 12.

5.   OTHER CHARGES:

<Table>
<Caption>
                                                   THREE MONTHS ENDED                SIX MONTHS ENDED
                                                         JUNE 30                          JUNE 30
                                                  2002             2003            2002             2003
                                             --------------   --------------  --------------   ---------

<S>                                           <C>                <C>             <C>              <C>
    2001 restructuring (a)..............      $       -          $      -        $     -          $      -
    2002 restructuring (b)..............              -              16.3              -              16.3
    2003 restructuring (c)..............              -               5.3              -               5.3
    Gain on sale of surplus land........              -                 -              -              (1.6)
                                                      -                 -        -------          --------
                                              ---------          --------        -------          --------
                                              $       -          $   21.6        $     -          $   20.0
                                              =========          ========        =======          ========
</Table>

(a)  2001 RESTRUCTURING:

     The Company completed the major components of its 2001 restructuring plan
in 2002, except for certain long-term lease and other contractual obligations.
The following table details the activity through the accrued restructuring
liability:

<Table>
<Caption>
                                                                                                     LEASE AND
                                                                                                       OTHER
                                                                                                    CONTRACTUAL
                                                                                                    OBLIGATIONS
                                                                                                    -----------
<S>                                                                                                 <C>
    Balance at March 31, 2003................................................................       $     25.4
    Cash payments............................................................................             (2.2)
                                                                                                    ----------
    Balance at June 30, 2003.................................................................       $     23.2
                                                                                                    ==========
</Table>

(b)  2002 RESTRUCTURING:

     The Company announced a second restructuring plan in July 2002, that
focused on the consolidation of facilities and a workforce reduction. The
following table details the activity through the accrued restructuring
liability:


<Page>

                                       6

                                 CELESTICA INC.

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

<Table>
<Caption>

                                                                     LEASE AND
                                                     EMPLOYEE          OTHER        FACILITY
                                                    TERMINATION     CONTRACTUAL    EXIT COSTS
                                                       COSTS        OBLIGATIONS     AND OTHER          TOTAL
                                                       -----        -----------     ---------          -----

<S>                                                 <C>             <C>            <C>              <C>
    Balance at March 31, 2003................       $     58.4      $     41.0     $      6.8       $    106.2
    Cash payments............................            (23.6)          (12.1)          (2.8)           (38.5)
    Adjustments..............................              8.5            11.9            3.3             23.7
                                                    ----------      ----------     ----------       ----------
    Balance at June 30, 2003.................       $     43.3      $     40.8     $      7.3       $     91.4
                                                    ==========      ==========     ==========       ==========
</Table>

     As of June 30, 2003, approximately 1,400 employee positions remain to be
terminated by the end of 2003. A total of 850 employees were terminated during
the quarter. The Company expects to complete the major components of its 2002
restructuring plan by the end of 2003, except for certain long-term lease and
other contractual obligations.

     During the quarter, the Company adjusted its employee termination, lease
and other contractual, and facility exit and other costs, by a total of $23.7,
primarily due to settlement negotiations with third parties. The Company also
adjusted its non-cash charge against capital assets by $(7.4). Included in the
December 31, 2002 impairment charges were charges of $9.5 related to certain
capital assets that were classified as available for sale. In the second
quarter, the Company made amendments to its restructuring plans as a result of
new business wins and customer requirements, and brought these assets back into
use resulting in an $8.4 increase to the book value of the assets. The Company
also recorded additional impairment charges as a result of revised
recoverability estimates for other assets available for sale.

     As of June 30, 2003, capital assets included $18.6 representing assets
available for sale.

(c)      2003 RESTRUCTURING:

     In January 2003, the Company announced that it will further reduce its
manufacturing capacity. The Company expects to incur a charge of between $50.0
to $70.0. During the quarter, the Company recorded a charge of $5.3, comprised
of employee related costs and a non-cash charge of $2.5 to write-down certain
capital assets which were disposed of. The Company expects to incur the
remainder of the charges in the third and fourth quarters of 2003.

 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/loss before interest, amortization of intangible assets, integration
costs related to acquisitions, other charges and income taxes). Inter-segment
transactions are reflected at market value. The following is a breakdown by
reporting segment:

<Table>
<Caption>

                                                          THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                JUNE 30                        JUNE 30
                                                            2002            2003           2002            2003
                                                            ----            ----           ----            ----
<S>                                                     <C>            <C>            <C>             <C>
    REVENUE
    Americas.......................................     $  1,308.8     $     783.8    $   2,668.2     $   1,553.1
    Europe.........................................          480.6           344.1          950.9           680.5
    Asia...........................................          533.4           538.1          934.1         1,063.6
    Elimination of inter-segment revenue...........          (73.6)          (67.6)        (152.5)         (111.5)
                                                       -----------     -----------    -----------     -----------
                                                       $   2,249.2     $   1,598.4    $   4,400.7     $   3,185.7
                                                       ===========     ===========    ===========     ===========
</Table>



<Page>

                                       7

                                 CELESTICA INC.

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


<Table>
<Caption>
                                                          THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                JUNE 30                        JUNE 30
                                                         2002            2003           2002            2003
                                                    --------------  -------------- --------------  ---------
<S>                                                    <C>             <C>            <C>             <C>
    EBIAT
    Americas.........................................  $     44.1      $      7.0     $     84.4      $     22.6
    Europe...........................................        11.8           (33.7)          27.2           (59.1)
    Asia.............................................        26.1            11.2           45.8            32.5
                                                       ----------      ----------     ----------      ----------
                                                             82.0           (15.5)         157.4            (4.0)
    Interest, net....................................        (1.4)            1.5           (3.1)            4.8
    Amortization of intangible assets................       (21.7)          (12.1)         (43.7)          (24.5)
    Integration costs related to acquisitions........       (10.2)              -          (14.1)              -
    Other charges (note 5)...........................           -           (21.6)             -           (20.0)
                                                       ----------      ----------     ----------      ----------
    Earnings (loss) before income taxes..............  $     48.7      $    (47.7)    $     96.5      $    (43.7)
                                                       ==========      ==========     ==========      ==========

</Table>


<Table>
<Caption>
                                                                                             AS AT JUNE 30
                                                                                         2002            2003
                                                                                    --------------  ---------

<S>                                                                                    <C>            <C>
    TOTAL ASSETS
    Americas....................................................................       $  3,381.5     $    2,332.3
    Europe......................................................................          1,546.7          1,050.2
    Asia........................................................................          1,893.4          1,952.6
                                                                                       ----------     ------------
                                                                                       $  6,821.6     $    5,335.1
                                                                                       ==========     ============

    GOODWILL
    Americas....................................................................       $    245.0     $      115.7
    Europe......................................................................             74.5               -
    Asia........................................................................            818.4            832.3
                                                                                       ----------     ------------
                                                                                       $  1,137.9     $      948.0
                                                                                       ==========     ============
</Table>

7. WEIGHTED AVERAGE SHARES OUTSTANDING AND EARNINGS (LOSS) PER SHARE:

     The following table sets forth the calculation of basic and diluted
earnings (loss) per share:

<Table>
<Caption>
                                                          THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                JUNE 30                         JUNE 30
                                                         2002           2003              2002            2003
                                                    -------------- --------------   --------------- ----------
<S>                                                    <C>            <C>             <C>             <C>
    Numerator:
        Net earnings (loss)..........................  $     40.4     $    (39.6)     $       80.1    $      (36.2)
        Convertible debt accretion, net of tax.......        (4.4)          (3.5)             (8.6)           (7.5)
        Gain on repurchase of convertible debt,
          net of tax (1).............................           -            4.2                -              9.9
                                                       ----------     ----------       ----------     ------------
        Earnings (loss) available to common
          shareholders...............................  $     36.0     $    (38.9)     $       71.5    $      (33.8)
    Denominator:
        Weighted average shares - basic (in
          millions)..................................       230.2          218.0             230.0           222.5
        Effect of dilutive securities (in millions):
                Employee stock options (2)...........         5.8              -               6.5               -
                Convertible debt (2) (3).............           -              -                 -               -
                                                       ----------     ----------       ----------     ------------
        Weighted average shares - diluted (in
          millions)..................................       236.0          218.0             236.5           222.5

    Earnings (loss) per share:
        Basic........................................  $     0.16    $     (0.18)     $       0.31    $      (0.15)
        Diluted......................................  $     0.15    $     (0.18)     $       0.30    $      (0.15)
</Table>

     (1) For the three and six months ended June 30, 2003, the gain on the
         principal equity component of the convertible debt repurchase of $4.2
         and $9.9, respectively, is included in the calculation of basic and
         diluted earnings per share. See note 3.
     (2) For the three and six months ended June 30, 2003, excludes the effect
         of all options and convertible debt as they are anti-dilutive due to
         the loss.
     (3) For the three and six months ended June 30, 2002, excludes the effect
         of the convertible debt as it is anti-dilutive.



<Page>

                                       8

                                 CELESTICA INC.

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

8. SUPPLEMENTAL CASH FLOW INFORMATION:

<Table>
<Caption>
                                                          THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                JUNE 30                        JUNE 30
                                                         2002           2003            2002           2003
                                                    -------------- --------------  -------------- ---------

<S>                                                   <C>            <C>             <C>            <C>
Paid during the period:
Interest...........................................   $       9.8    $       2.4     $     12.1     $      4.2
Taxes..............................................   $       6.7    $       7.8     $     11.5     $      5.6

Non-cash financing activities:
  Convertible debt accretion, net of tax ..........   $       4.4    $       3.5     $      8.6     $      7.5
</Table>

9. STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS:

     In accordance with the CICA Handbook Section 3870, the Company discloses
pro forma net earnings (loss) and earnings (loss) per share information as if
the Company had accounted for employee stock options under the fair value
method. The Company has applied the pro forma disclosure provisions of the
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 fair value of the options issued by the Company during the quarter was
determined using the Black-Scholes option pricing model. The Company used the
following weighted average assumptions in the quarter: risk-free rate of 3.5%;
dividend yield of 0%; a volatility factor of the expected market price of the
Company's shares of 70%; and an expected option life of 4.7 years. The weighted
average grant date fair values of options issued during the quarter was $6.86
per share. For purposes of pro forma disclosures, the estimated fair value of
the options is amortized to income over the vesting period, on a straight-line
basis. For the three months ended June 30, 2003, the Company's pro forma net
loss is $42.2 and the pro forma basic and diluted loss per share is $0.19. For
the six months ended June 30, 2003, the Company's pro forma net loss is $41.4
and the pro forma basic and diluted loss per share is $0.18. The Company's stock
option plans are described in note 11 in the 2002 consolidated financial
statements.

10.      GUARANTEES AND CONTINGENCIES:

     Effective January 1, 2003, the Company adopted the new CICA Accounting
Guideline AcG-14, which requires certain disclosures of obligations under
guarantees.

     Contingent liabilities in the form of letters of credit, letters of
guarantee, and surety and performance bonds, are provided to various third
parties. These guarantees cover various payments including customs and excise
taxes, utility commitments and certain bank guarantees. At June 30, 2003, these
liabilities, including guarantees of employee share purchase loans, amounted to
$67.1 (March 31, 2003 - $62.5).

     In addition to the above guarantees, the Company has also provided routine
indemnifications, whose terms range in duration and often are not explicitly
defined. These guarantees may include indemnifications against adverse effects
due to changes in tax laws and patent infringements by third parties. The
maximum amounts from these indemnifications cannot be reasonably estimated. In
some cases, the Company has recourse against other parties to mitigate its risk
of loss from these guarantees. Historically, the Company has not made
significant payments relating to these types of indemnifications.

     Under the terms of an existing real estate lease, which expires in 2004,
Celestica has the right to acquire the real estate at a purchase price equal to
the lease balance, which at June 30, 2003 was approximately $37.3. In the event
that the lease is not renewed, subject to certain conditions, Celestica may
choose to market and complete the sale of the real estate on behalf of the
lessor. If the highest offer received is less than the lease balance, Celestica
would pay the lessor the lease balance less the gross sale proceeds, subject to
a maximum of $31.5. In the event that no acceptable offers are received,
Celestica would pay the lessor $31.5 and return the


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                                       9

                                 CELESTICA INC.

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


property to the lessor. Alternatively, Celestica may choose to acquire the real
estate at the expiration for a price equal to the then current lease balance.

11.      COMPARATIVE INFORMATION:

     The Company has reclassified certain prior period information to conform to
the current period's presentation.

12.      SUBSEQUENT EVENT:

     In July 2003, the Company announced that it intends to launch a new Normal
Course Issuer Bid, upon expiry of its existing bid on July 31, 2003, to
repurchase, at its discretion during the 12 months ending July 31, 2004, up to
an additional 10% of its public float. This plan is subject to the approval of
the Toronto Stock Exchange.



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