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 2003
001-14832
(COMMISSION FILE NUMBER)
- --------------------------------------------------------------------------------
CELESTICA INC.
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
- --------------------------------------------------------------------------------
1150 EGLINTON AVENUE EAST
TORONTO, ONTARIO
CANADA, M3C 1H7
(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 is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): / /
Indicate by check mark whether the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): / /
Indicate by check mark whether by furnishing the information contained in
this Form, is the registrant 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-_________
CELESTICA INC.
FORM 6-K
MONTH OF APRIL 2003
Filed with this Form 6-K is the following:
- - Press Release, dated April 15, 2003, the text of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference, including Celestica
Inc.'s first quarter 2003 consolidated financial information
- - Supplemental Information, the text of which is attached hereto as
Exhibit 99.2 and is incorporated herein by reference
- - Press Release, dated April 15, 2003, the text of which is attached hereto
as Exhibit 99.3 and is incorporated herein by reference
- - Certification of Chief Executive Officer, the text of which is
attached hereto as Exhibit 99.4
- - Certification of Chief Financial Officer, the text of which is
attached hereto as Exhibit 99.5.
Exhibits 99.4 and 99.5 are not incorporated by reference into any of
Celestica's registration statements under the Securities Act of 1933, whether
previously or subsequently filed by Celestica with the Securities and
Exchange Commission, or into any prospectuses included therein.
EXHIBITS
99.1 - Press Release, dated April 15, 2003
99.2 - Supplemental Information
99.3 - Press Release, dated April 15, 2003
99.4 - Certification of Chief Executive Officer
99.5 - Certification of Chief Financial Officer
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 15, 2003 BY: /S/ ELIZABETH L. DELBIANCO
-----------------------------------
Elizabeth L. DelBianco
Vice President & General Counsel
EXHIBIT INDEX
99.1 - Press Release, dated April 15, 2003
99.2 - Supplemental Information
99.3 - Press Release, dated April 15, 2003
99.4 - Certification of Chief Executive Officer
99.5 - Certification of Chief Financial Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE Tuesday, April 15, 2003
(All amounts in U.S. dollars.
Per share information based on diluted
shares outstanding unless noted otherwise.)
CELESTICA ANNOUNCES FIRST QUARTER FINANCIAL RESULTS
SUMMARY
- - Revenue of $1,587 million, GAAP EPS $0.02, adjusted EPS $0.04
- - Cash flow from operations of $85 million
- - Company spent $81 million to repurchase 6.75 million shares in the quarter
- - Company spent $76 million for repurchase of convertible debt
- - Balance sheet strength continues: debt to capital 18%, cash position of $1.76
billion
- - Company announces plans to expand its share repurchase plan for up to 10% of
its subordinate voting shares
TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services (EMS), today announced financial results for the first
quarter ended March 31, 2003.
For the first quarter, revenue was $1,587 million, down 26% from $2,152 million
in the first quarter of 2002.
Net earnings on a GAAP basis for the first quarter were $3.4 million or $0.02
per share compared to net earnings of $39.7 million or $0.15 per share for the
same period last year.
Adjusted net earnings - defined as net earnings before amortization of
intangible assets, gains or losses on the repurchase of shares and debt,
integration costs related to acquisitions and other charges, net of tax - were
$12.8 million or $0.04 per share, compared to $63.4 million or $0.26 per share
for the same period last year (detailed GAAP financial statements and
supplementary information related to the reconciliation of adjusted net earnings
to GAAP net earnings appear at the end of this press release). These results
compare with the company's guidance for the first quarter, which was announced
on January 28, for revenue of $1.5 - $1.7 billion and $0.04 to $0.10 adjusted
net earnings per share.
"Results in our first quarter reflect seasonality, pricing pressure and ongoing
weakness in some of our main communications and information technology
infrastructure market segments," said Eugene Polistuk, chairman and CEO,
Celestica.
more...
2
OUTLOOK
For the second quarter ending June 30, 2003, the company anticipates revenue to
be in the range of $1.55 billion - $1.75 billion and adjusted earnings (loss)
per share to be between $0.02 and a loss of ($0.10) in the June quarter. This
guidance reflects anticipated growth in revenue due to new program wins, offset
by a reduced mix of higher complexity business and the costs of ramping new
programs.
"We are encouraged that despite limited customer visibility and ongoing economic
uncertainty, we are seeing a relatively robust flow of new business wins in all
of our key end markets. Though timing and volumes from these wins is difficult
to predict in the current environment, we are cautiously optimistic about our
revenue opportunities as the year progresses. Combined with our accelerating
restructuring activities, we expect improved performance in the second half of
the year."
REPURCHASE OF SUBORDINATE VOTING SHARES AND CONVERTIBLE DEBT
During the quarter, the company spent $76 million to repurchase $153.8 million
in principal amount of its outstanding Liquid Yield Option Notes (LYONs). Over
the past nine months, the company spent a total of $176 million to repurchase
LYONs with a principal amount at maturity of $376.7 million. In addition to the
company's announcement in January that it was authorized to spend up to $100
million to repurchase LYONs - of which $73.6 million remains - the board has
authorized the company to spend up to an additional $100 million for the
repurchase of LYONs at its discretion.
EXPANSION OF NORMAL COURSE ISSUER BID
Celestica also announced today that it has amended the terms of its normal
course issuer bid through the facilities of The Toronto Stock Exchange, which
commenced August 1, 2002, to increase the number of subordinate voting shares
that may be purchased from approximately 9.6 million to 18,633,347. The increase
is from 5% of the outstanding subordinate voting shares to 10% of the public
float of the subordinate voting shares. To date, Celestica has purchased 8.75
million subordinate voting shares pursuant to its normal course issuer bid at an
average price of $12.98 per share (including 6.75 million subordinate voting
shares at an average price of $12.01 per share during the three months ended
March 31, 2003).
Since the company began its share and debt repurchase activities in the third
quarter of 2002, Celestica has spent approximately $427 million to repurchase
senior subordinated notes, subordinate voting shares and LYONs.
"While the near-term economic environment continues to create uncertainty in end
markets, the long-term trend for outsourcing remains very positive," said
Polistuk. "We have built the company into one of the dominant leaders in what is
a growing industry with significantly greater opportunity ahead and with growing
importance in the global technology supply chain. Our franchise is one of the
best in our industry, characterized by a blue chip customer base and a superior
financial position. We continue to be the only major EMS company buying back
both stock and debt. The continuation and expansion of our stock and debt
repurchase programs each reflect our long-term confidence in our prospects."
more...
3
FIRST QUARTER AND ANNUAL MEETING WEBCAST
The company's annual general meeting is being held today in Toronto and will
commence at 10:00 a.m. eastern time at the Fairmont Royal York Hotel, Imperial
Room, 100 Front Street West. For those unable to attend, a live webcast of the
company's AGM presentation is available at www.celestica.com. Management's
presentation will commence at approximately 10:15 a.m. Comments on the first
quarter results and outlook will be included in the AGM presentation.
Management will also host a conference call today discussing the company's first
quarter results. The conference call will start at 4:00 p.m. EST and can be
accessed at www.celestica.com.
SUPPLEMENTARY INFORMATION
In addition to disclosing detailed results in accordance with generally accepted
accounting principles (GAAP), Celestica also provides supplementary non-GAAP
measures as a method to evaluate the company's operating performance.
Management uses adjusted net earnings as a measure of enterprise-wide
performance. As a result of the significant number of acquisitions made by the
Company over the past few years, management believes adjusted net earnings is a
useful measure that facilitates period-to-period operating comparisons. 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), gains or losses on the repurchase
of shares or debt, and the related income tax effect of these adjustments.
Adjusted net earnings does not have any standardized meaning prescribed by GAAP
and is not necessarily comparable to similar measures presented by other
companies. Adjusted net earnings is not a measure of performance under Canadian
or U.S. GAAP and should not be considered in isolation or as a substitute for
net earnings (loss) prepared in accordance with Canadian or U.S. GAAP. The
Company has provided a reconciliation of adjusted net earnings to GAAP net
earnings (loss) below.
more...
4
ABOUT CELESTICA
Celestica is a world leader in the delivery of innovative electronics
manufacturing services (EMS). Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the Americas,
providing a broad range of services to leading OEMs (original equipment
manufacturers). A recognized leader in quality, technology and supply chain
management, Celestica provides competitive advantage to its customers by
improving time-to-market, scalability and manufacturing efficiency.
For further information on Celestica, visit its website 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
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS RELATED TO OUR FUTURE
GROWTH, TRENDS IN OUR INDUSTRY AND OUR FINANCIAL AND OPERATIONAL RESULTS AND
PERFORMANCE THAT ARE BASED ON CURRENT EXPECTATIONS, FORECASTS AND ASSUMPTIONS
INVOLVING RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL OUTCOMES AND RESULTS
TO DIFFER MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED
TO: THE CHALLENGES OF EFFECTIVELY MANAGING OUR OPERATIONS DURING UNCERTAIN
ECONOMIC CONDITIONS; THE CHALLENGE OF RESPONDING TO LOWER-THAN-EXPECTED CUSTOMER
DEMAND; THE EFFECTS OF PRICE COMPETITION AND OTHER BUSINESS AND COMPETITIVE
FACTORS GENERALLY AFFECTING THE EMS INDUSTRY; OUR DEPENDENCE ON THE INFORMATION
TECHNOLOGY AND COMMUNICATIONS INDUSTRIES; OUR DEPENDENCE ON A LIMITED NUMBER OF
CUSTOMERS AND ON INDUSTRIES AFFECTED BY RAPID TECHNOLOGICAL CHANGE; COMPONENT
CONSTRAINTS; VARIABILITY OF OPERATING RESULTS AMONG PERIODS; AND THE ABILITY TO
MANAGE OUR RESTRUCTURING AND THE SHIFT OF PRODUCTION TO LOWER COST GEOGRAPHIES.
THESE AND OTHER RISKS AND UNCERTAINTIES AND FACTORS ARE DISCUSSED IN THE
COMPANY'S VARIOUS PUBLIC FILINGS AT www.sedar.com AND http://www.sec.gov,
INCLUDING OUR ANNUAL REPORT ON FORM 20-F AND SUBSEQUENT REPORTS ON FORM 6-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
WE DISCLAIM ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
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, 2003. EARNINGS GUIDANCE
IS REVIEWED BY THE COMPANY'S BOARD OF DIRECTORS.
Contacts:
Laurie Flanagan Paul Carpino
Celestica Global Communications Celestica Investor Relations
(416) 448-2200 (416) 448-2211
media@celestica.com clsir@celestica.com
more...
5
FINANCIAL SUMMARY
GAAP FINANCIAL SUMMARY
Three months ended March 31 2002 2003 Change
--------------------------- ---- ---- ------
Revenue $ 2,152 M $ 1,587 M $ (565) M
Net earnings 40 M 3 M (37) M
Net earnings per share $ 0.15 $ 0.02 $ (0.13)
Cash Provided by Operations $ 274 M $ 85 M $ (189) M
Cash Position at March 31 $ 1,483 M $ 1,763 M $ 280 M
ADJUSTED NET EARNINGS SUMMARY
Three months ended March 31 2002 2003 Change
--------------------------- ---- ---- ------
Adjusted net earnings $ 63 M $ 13 M $ (50) M
Adjusted net EPS (1) $ 0.26 $ 0.04 $ (0.22)
ADJUSTED NET EARNINGS CALCULATION
Three Months
------------
2002 2003
---- ----
GAAP net earnings $ 40 M $ 3 M
Add: amortization of intangibles 22 M 12 M
Add: acquisition integration costs 4 M - M
Add: other charges - M (1) M
Less: tax impact of above (3) M (1) M
------ ------
Adjusted net earnings $ 63 M $ 13 M
====== ======
(1) For purposes of the diluted per share calculation for the three
months ended March 31, 2002 and 2003, the weighted average number
of shares outstanding was 247.1 million and 230.2 million,
respectively. Adjusted net EPS excludes the gain on the
repurchase of convertible debt.
GUIDANCE SUMMARY
1Q Versus Actual 1Q 03 Guidance 1Q 03 Actual
---------------- -------------- ------------
Revenue $1.5B - $1.7B $1.6B
Adjusted net EPS $0.04 - $0.10 $0.04
Forward Guidance(1) 2Q 03 Guidance
---------------- --------------
Revenue $1.55B - $1.75B
Adjusted net EPS $(0.10) - $0.02
(1) Guidance for the second quarter is provided only on an adjusted
net earnings basis. This is due to the difficulty in forecasting
the various items impacting GAAP, such as the amount and timing
of the company's restructuring activities. Additionally, the
company is active in repurchasing its subordinate voting shares
and retiring its debt. Since the timing and pricing of these
actions are uncertain, it is difficult to predict any gains or
losses on repurchases during the quarter.
more...
6
CELESTICA INC.
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
DECEMBER 31 MARCH 31
2002 2003
--------------- ---------------
ASSETS
Current assets:
Cash and short-term investments................... $ 1,851.0 $ 1,763.1
Accounts receivable............................... 785.9 634.0
Inventories....................................... 775.6 806.0
Prepaid and other assets.......................... 115.1 148.4
Deferred income taxes............................. 36.9 38.9
--------------- ---------------
3,564.5 3,390.4
Capital assets...................................... 727.8 701.5
Goodwill from business combinations................. 948.0 948.0
Intangible assets................................... 211.9 201.4
Other assets........................................ 354.6 356.4
--------------- ---------------
$ 5,806.8 $ 5,597.7
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................. $ 947.2 $ 959.8
Accrued liabilities............................... 475.4 386.2
Income taxes payable.............................. 24.5 41.8
Deferred income taxes............................. 21.5 21.5
Current portion of long-term debt................. 2.7 3.6
--------------- ---------------
1,471.3 1,412.9
Long-term debt...................................... 4.2 2.2
Accrued pension and post-employment benefits........ 77.2 78.9
Deferred income taxes............................... 46.2 46.2
Other long-term liabilities......................... 4.3 4.3
--------------- ---------------
1,603.2 1,544.5
Shareholders' equity:
Convertible debt (note 3)......................... 804.6 733.5
Capital stock (note 4)............................ 3,670.6 3,549.4
Contributed surplus............................... 5.8 49.2
Deficit........................................... (294.7) (295.4)
Foreign currency translation adjustment........... 17.3 16.5
--------------- ---------------
4,203.6 4,053.2
--------------- ---------------
$ 5,806.8 $ 5,597.7
=============== ===============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
more...
7
CELESTICA INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS (DEFICIT)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31
2002 2003
------------ ------------
Revenue........................................................ $ 2,151.5 $ 1,587.4
Cost of sales.................................................. 1,999.4 1,511.7
---------- ----------
Gross profit................................................... 152.1 75.7
Selling, general and administrative expenses................... 72.2 59.7
Research and development costs................................. 4.5 4.5
Amortization of intangible assets ............................. 22.0 12.4
Integration costs related to acquisitions ..................... 3.9 -
Other charges (note 5)......................................... - (1.6)
---------- ----------
Operating income............................................... 49.5 0.7
Interest on long-term debt..................................... 5.4 1.2
Interest income, net........................................... (3.7) (4.6)
---------- ----------
Earnings before income taxes................................... 47.8 4.1
---------- ----------
Income taxes:
Current expense.............................................. 9.4 3.7
Deferred recovery............................................ (1.3) (3.0)
---------- ----------
8.1 0.7
---------- ----------
Net earnings for the period.................................... 39.7 3.4
Retained earnings (deficit), beginning of period............... 162.7 (294.7)
Convertible debt accretion, net of tax......................... (4.2) (4.0)
Loss on repurchase of convertible debt (note 3)................ - (0.1)
---------- ----------
Retained earnings (deficit), end of period..................... $ 198.2 $ (295.4)
========== ==========
Basic earnings per share (note 7).............................. $ 0.15 $ 0.02
Diluted earnings per share (note 7)............................ $ 0.15 $ 0.02
Weighted average number of shares outstanding:
- basic (in millions)....................................... 229.8 227.0
- diluted (in millions) (note 7)............................ 236.8 230.2
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
more...
8
CELESTICA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31
2002 2003
------------- -------------
CASH PROVIDED BY (USED IN):
OPERATIONS:
Net earnings for the period ........................... $ 39.7 $ 3.4
Items not affecting cash:
Depreciation and amortization........................ 79.0 56.2
Deferred income taxes................................ (1.3) (3.0)
Other charges (note 5)............................... - (1.6)
Other................................................ 2.4 4.0
----------- -----------
Cash from earnings..................................... 119.8 59.0
----------- -----------
Changes in non-cash working capital items:
Accounts receivable.................................. 11.7 152.0
Inventories.......................................... 158.6 (28.0)
Prepaid and other assets............................. (37.0) (33.2)
Accounts payable and accrued liabilities............. 20.1 (80.0)
Income taxes payable................................. 0.7 15.6
----------- -----------
Non-cash working capital changes..................... 154.1 26.4
----------- -----------
Cash provided by operations.......................... 273.9 85.4
----------- -----------
INVESTING:
Acquisitions, net of cash acquired................... (102.9) (0.5)
Purchase of capital assets........................... (26.1) (18.1)
Proceeds from sale of capital assets................. - 1.8
Other................................................ - (0.3)
----------- -----------
Cash used in investing activities.................... (129.0) (17.1)
----------- -----------
FINANCING:
Bank indebtedness.................................... (1.3) -
Repayment of long-term debt ......................... (5.6) (1.1)
Deferred financing costs............................. (0.4) (0.2)
Repurchase of convertible debt (note 3).............. - (76.1)
Issuance of share capital............................ 3.2 2.2
Repurchase of capital stock (note 4)................. - (81.0)
Other................................................ (0.8) -
----------- -----------
Cash used in financing activities.................... (4.9) (156.2)
----------- -----------
Increase (decrease) in cash............................ 140.0 (87.9)
Cash, beginning of period.............................. 1,342.8 1,851.0
----------- -----------
Cash, end of period.................................... $ 1,482.8 $ 1,763.1
=========== ===========
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
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
more...
9
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 March 31, 2003 and the results of operations and cash flows for
the three months ended March 31, 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.
3. CONVERTIBLE DEBT
During the quarter, the Company paid $76.1 to repurchase Liquid Yield
Option(TM) Notes (LYONs) with a principal amount at maturity of $153.8. 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 $0.1 for the quarter is recorded to retained earnings 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 per share. See note 7.
4. CAPITAL STOCK
In July 2002, the Company filed a Normal Course Issuer Bid to repurchase
over the next 12 months, at its discretion, up to 5% of the total outstanding
shares, or 9.6 million subordinate voting shares, for cancellation. During the
quarter, the Company repurchased 6.8 million subordinate voting shares at a
weighted average price of $12.01 per share.
5. OTHER CHARGES:
THREE MONTHS ENDED
MARCH 31
2002 2003
----------- ------------
2001 restructuring (a)................................................... $ - $ -
2002 restructuring (b)................................................... - -
Gain on sale of surplus land............................................. - (1.6)
------- --------
$ - $ (1.6)
======= ========
more...
10
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
(a) 2001 RESTRUCTURING:
The Company completed the major components of its 2001 restructuring plan
by the end of 2002, except for certain long-term lease and other contractual
obligations. The following table details the activity through the accrued
restructuring liability:
LEASE AND
OTHER
CONTRACTUAL
OBLIGATIONS
--------------
Balance at December 31, 2002............................................................. $ 32.1
Cash payments............................................................................ (6.7)
----------
Balance at March 31, 2003................................................................ $ 25.4
==========
(b) 2002 RESTRUCTURING:
The Company announced a second restructuring plan in July 2002, that
focused on the consolidation of facilities and a workforce reduction. As of
December 31, 2002, 3,490 employee positions remain to be terminated during 2003,
of which 1,113 employees were terminated during the quarter. The Company expects
to complete the major components of the 2002 restructuring plan by the end of
2003, except for certain long-term lease and other contractual obligations.
The following table details the activity through the accrued restructuring
liability:
LEASE AND
EMPLOYEE OTHER FACILITY
TERMINATION CONTRACTUAL EXIT COSTS
COSTS OBLIGATIONS AND OTHER TOTAL
------------- ------------ ------------ ------------
Balance at December 31, 2002............. $ 87.1 $ 50.0 $ 7.8 $ 144.9
Cash payments............................ (28.7) (9.0) (1.0) (38.7)
---------- ---------- ---------- ----------
Balance at March 31, 2003................ $ 58.4 $ 41.0 $ 6.8 $ 106.2
========== ========== ========== ==========
6. SEGMENTED INFORMATION:
The Company's operations fall into one dominant industry segment, the
electronics manufacturing services industry. The Company manages its operations,
and accordingly determines its operating segments, on a geographic basis. The
performance of geographic operating segments is monitored based on EBIAT
(earnings before interest, 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:
THREE MONTHS ENDED
MARCH 31
2002 2003
------------- -------------
REVENUE
Americas.................................................................... $ 1,359.4 $ 769.3
Europe...................................................................... 470.3 336.4
Asia........................................................................ 400.7 525.6
Elimination of inter-segment revenue........................................ (78.9) (43.9)
----------- -----------
$ 2,151.5 $ 1,587.4
=========== ===========
more...
11
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31
2002 2003
---------- ----------
EBIAT
Americas................................................................... $ 40.3 $ 15.6
Europe..................................................................... 15.4 (25.4)
Asia....................................................................... 19.7 21.3
---------- ----------
75.4 11.5
Interest, net.............................................................. (1.7) 3.4
Amortization of intangible assets.......................................... (22.0) (12.4)
Integration costs related to acquisitions.................................. (3.9) -
Other charges (note 5)..................................................... - 1.6
---------- ----------
Earnings before income taxes............................................... $ 47.8 $ 4.1
========== ==========
AS AT MARCH 31
2002 2003
---------- ----------
TOTAL ASSETS
Americas................................................................... $ 3,496.0 $ 2,624.1
Europe..................................................................... 1,484.3 1,056.1
Asia....................................................................... 1,763.5 1,917.5
---------- ----------
$ 6,743.8 $ 5,597.7
========== ==========
GOODWILL
Americas................................................................... $ 245.0 $ 115.7
Europe..................................................................... 74.5 -
Asia....................................................................... 818.4 832.3
---------- ----------
$ 1,137.9 $ 948.0
========== ==========
7. WEIGHTED AVERAGE SHARES OUTSTANDING AND EARNINGS PER SHARE:
The following table sets forth the calculation of basic and diluted
earnings per share:
THREE MONTHS ENDED
MARCH 31
-----------------------
2002 2003
---------- ----------
Numerator:
Net earnings............................................................. $ 39.7 $ 3.4
Convertible debt accretion, net of tax................................... (4.2) (4.0)
Gain on repurchase of convertible debt, net of tax (1)................... - 5.7
---------- ----------
Earnings available to common shareholders................................ $ 35.5 $ 5.1
Denominator:
Weighted average shares - basic (in millions)............................ 229.8 227.0
Effect of dilutive securities (in millions):
Employee stock options.............................................. 7.0 3.2
Convertible debt (2)................................................ - -
---------- ----------
Weighted average shares - diluted (in millions).......................... 236.8 230.2
Earnings per share:
Basic.................................................................... $ 0.15 $ 0.02
Diluted.................................................................. $ 0.15 $ 0.02
(1) For the three months ended March 31, 2003, the gain on the principal
equity component of the convertible debt repurchase of $5.7 is
included in the calculation of basic and diluted earnings per share.
See note 3.
(2) For the three months ended March 31, 2002 and 2003, excludes the
effect of the convertible debt as it is anti-dilutive.
more...
12
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
8. SUPPLEMENTAL CASH FLOW INFORMATION:
THREE MONTHS ENDED
MARCH 31
2002 2003
---------- ----------
Paid (received) during the period:
Interest...................................................................... $ 2.3 $ 1.8
Taxes......................................................................... $ 4.8 $ (2.1)
Non-cash financing activities:
Convertible debt accretion, net of tax ..................................... $ 4.2 $ 4.0
9. STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS:
In accordance with the CICA Handbook Section 3870, the Company discloses
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 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 4.3%;
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 3.7 years. The weighted
average grant date fair values of options issued during the quarter was $6.75
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 March 31, 2003, the Company's pro forma net
earnings is $0.9, pro forma basic earnings per share is $0.01 and pro forma
diluted earnings per share is $0.01. 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 March 31, 2003, these
liabilities, including guarantees of employee share purchase loans, amounted to
$62.5 (December 31, 2002 - $61.2).
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.
more...
13
CELESTICA INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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 March 31, 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 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 April 2003, the Company announced that it has amended the terms of its
Normal Course Issuer Bid through the facilities of the Toronto Stock Exchange.
The Company has increased the number of subordinate voting shares that may be
repurchased from approximately 9.6 million to 18.5 million, reflecting an
increase from 5% of the outstanding subordinate voting shares to 10% of the
public float of subordinate voting shares. The Normal Course Issuer Bid will
expire July 31, 2003. To date, the Company has repurchased approximately 8.8
million of the 18.5 million limit.
-30-
Exhibit 99.2
[LOGO]
CELESTICA INC.
SUPPLEMENTAL INFORMATION
(in millions of US dollars, except per share amounts)
(unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
Q1 2001 Q2 2001 Q3 2001 Q4 2001 Q1 2002 Q2 2002
REVENUE $ 2,692.6 $ 2,660.7 $ 2,203.0 $ 2,448.2 $ 2,151.5 $ 2,249.2
GAAP
NET EARNINGS (LOSS) 54.8 15.8 (38.7) (71.8) 39.7 40.4
Gain on repurchase of convertible debt
(GAAP only) - - - - - -
Convertible debt accretion, net of tax (3.4) (3.6) (3.9) (4.1) (4.2) (4.4)
- ------------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) available to shareholders
- basic 51.4 12.2 (42.6) (75.9) 35.5 36.0
Earnings (loss) per share -
basic $ 0.25 $ 0.06 $ (0.20) $ (0.33) $ 0.15 $ 0.16
- ------------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share - diluted (1) $ 0.25 $ 0.06 $ (0.20) $ (0.33) $ 0.15 $ 0.15
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares
(in millions) outstanding - basic 203.6 207.0 218.1 227.1 229.8 230.2
- diluted (1) 223.1 225.5 218.1 227.1 236.8 236.0
Actual number of shares (in millions)
outstanding - basic 203.8 216.3 219.9 229.7 230.1 230.3
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ADJUSTED NET EARNINGS
Net earnings (loss) $ 54.8 $ 15.8 $ (38.7) $ (71.8) $ 39.7 $ 40.4
Adjustments:
Amortization of intangible assets 29.6 28.1 32.2 35.1 22.0 21.7
Integration costs related to acquisitions 2.3 7.8 10.0 2.6 3.9 10.2
Other charges 3.8 53.2 79.6 136.5 - -
Income tax effect of above (3.2) (11.8) (18.4) (26.9) (2.2) (2.9)
- ------------------------------------------------------------------------------------------------------------------------------------
Adjusted net earnings $ 87.3 $ 93.1 $ 64.7 $ 75.5 $ 63.4 $ 69.4
- ------------------------------------------------------------------------------------------------------------------------------------
As a percentage of revenue 3.2% 3.5% 2.9% 3.1% 2.9% 3.1%
ADJUSTED NET EARNINGS FOR EPS CALCULATION 87.3 93.1 64.7 75.5 63.4 69.4
Convertible debt accretion, net of tax (3.4) (3.6) (3.9) (4.1) (4.2) (4.4)
- ------------------------------------------------------------------------------------------------------------------------------------
Adjusted net earnings available to
shareholders - basic 83.9 89.5 60.8 71.4 59.2 65.0
Adjusted net earnings per share - basic $ 0.41 $ 0.43 $ 0.28 $ 0.31 $ 0.26 $ 0.28
- ------------------------------------------------------------------------------------------------------------------------------------
Adjusted net earnings per share - diluted (2) $ 0.39 $ 0.41 $ 0.27 $ 0.31 $ 0.26 $ 0.28
- ------------------------------------------------------------------------------------------------------------------------------------
EBITDA
Net earnings (loss) $ 54.8 $ 15.8 $ (38.7) $ (71.8) $ 39.7 $ 40.4
Income taxes 17.3 3.3 (7.9) (14.7) 8.1 8.3
- ------------------------------------------------------------------------------------------------------------------------------------
EBT 72.1 19.1 (46.6) (86.5) 47.8 48.7
Integration costs related to acquisitions 2.3 7.8 10.0 2.6 3.9 10.2
Other charges 3.8 53.2 79.6 136.5 - -
- ------------------------------------------------------------------------------------------------------------------------------------
EBT 78.2 80.1 43.0 52.6 51.7 58.9
Interest expense (income), net (3.5) (2.4) (5.1) 3.2 1.7 1.4
- ------------------------------------------------------------------------------------------------------------------------------------
EBIT 74.7 77.7 37.9 55.8 53.4 60.3
Amortization of intangible assets 29.6 28.1 32.2 35.1 22.0 21.7
- ------------------------------------------------------------------------------------------------------------------------------------
EBIAT 104.3 105.8 70.1 90.9 75.4 82.0
3.9% 4.0% 3.2% 3.7% 3.5% 3.6%
- ------------------------------------------------------------------------------------------------------------------------------------
EBITDA $ 143.9 $ 148.5 $ 121.6 $ 149.8 $ 131.3 $ 137.2
- ------------------------------------------------------------------------------------------------------------------------------------
5.3% 5.6% 5.5% 6.1% 6.1% 6.1%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
Q3 2002 Q4 2002 Q1 2003 FY2001 FY2002
REVENUE $ 1,958.9 $ 1,911.9 $1,587.4 $ 10,004.4 $ 8,271.6
GAAP
NET EARNINGS (LOSS) (90.6) (434.7) 3.4 (39.8) (445.2)
Gain on repurchase of convertible debt
(GAAP only) 4.0 4.3 5.7 - 8.3
Convertible debt accretion, net of tax (4.6) (4.3) (4.0) (15.0) (17.5)
- ------------------------------------------------------------------------------------------------------------------------
Earnings (loss) available to shareholders
- basic (91.2) (434.7) 5.1 (54.8) (454.4)
Earnings (loss) per share -
basic $ (0.40) $ (1.90) $ 0.02 $ (0.26) $ (1.98)
- ------------------------------------------------------------------------------------------------------------------------
Earnings (loss) per share -
diluted (1) $ (0.40) $ (1.90) $ 0.02 $ (0.26) $ (1.98)
- ------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares
(in millions) outstanding - basic 230.1 229.0 227.0 213.9 229.8
- diluted (1) 230.1 229.0 230.2 213.9 229.8
Actual number of shares (in millions)
outstanding - basic 229.4 228.6 222.3 229.7 228.6
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
ADJUSTED NET EARNINGS
Net earnings (loss) $ (90.6) $ (434.7) $ 3.4 $ (39.8) $ (445.2)
Adjustments:
Amortization of intangible assets 29.0 23.2 12.4 125.0 95.9
Integration costs related to acquisitions 3.0 4.0 - 22.8 21.1
Other charges 136.4 541.4 (1.6) 273.1 677.8
Income tax effect of above (26.9) (95.3) (1.4) (60.5) (127.3)
- ------------------------------------------------------------------------------------------------------------------------
Adjusted net earnings $ 50.9 $ 38.6 $ 12.8 320.6 222.3
- ------------------------------------------------------------------------------------------------------------------------
As a percentage of revenue 2.6% 2.0% 0.8% 3.2% 2.7%
ADJUSTED NET EARNINGS FOR EPS CALCULATION 50.9 38.6 12.8 320.6 222.3
Convertible debt accretion, net of tax (4.6) (4.3) (4.0) (15.0) (17.5)
- ------------------------------------------------------------------------------------------------------------------------
Adjusted net earnings available to
shareholders - basic 46.3 34.3 8.8 305.6 204.8
Adjusted net earnings per share - basic $ 0.20 $ 0.15 $ 0.04 $ 1.43 $ 0.89
- ------------------------------------------------------------------------------------------------------------------------
Adjusted net earnings per share - diluted (2) $ 0.20 $ 0.15 $ 0.04 $ 1.38 $ 0.87
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
EBITDA
Net earnings (loss) $ (90.6) $ (434.7) $ 3.4 $ (39.8) $ (445.2)
Income taxes (18.6) (89.0) 0.7 (2.1) (91.2)
- ------------------------------------------------------------------------------------------------------------------------
EBT (109.2) (523.7) 4.1 (41.9) (536.4)
Integration costs related to acquisitions 3.0 4.0 - 22.8 21.1
Other charges 136.4 541.4 (1.6) 273.1 677.8
- ------------------------------------------------------------------------------------------------------------------------
EBT 30.2 21.7 2.5 254.0 162.5
Interest expense (income), net (1.1) (3.1) (3.4) (7.9) (1.1)
- ------------------------------------------------------------------------------------------------------------------------
EBIT 29.1 18.6 (0.9) 246.1 161.4
Amortization of intangible assets 29.0 23.2 12.4 125.0 95.9
- ------------------------------------------------------------------------------------------------------------------------
EBIAT 58.1 41.8 11.5 371.1 257.3
3.0% 2.2% 0.7% 3.7% 3.1%
- ------------------------------------------------------------------------------------------------------------------------
EBITDA $ 111.2 $ 90.0 $ 54.8 $ 563.8 $ 469.7
- ------------------------------------------------------------------------------------------------------------------------
5.7% 4.7% 3.5% 5.6% 5.7%
- ------------------------------------------------------------------------------------------------------------------------
(1) 2001-Q3, Q4 and FY; 2002-Q3, Q4 and FY, excludes options and convertible
debt as they are anti-dilutive due to the losses. 2002-Q1 and Q2; 2003-Q1,
excludes convertible debt as it is anti-dilutive. Convertible debt
accretion must be deducted from net earnings to calculate diluted EPS, when
the convertible debt is anti-dilutive.
(2) Adjusted net earnings per share - diluted:
For Q3, Q4 and FY 2001, the diluted weighted average shares (in millions)
for "Adjusted net earnings" is 235.7, 244.5 and 232.9, respectively.
For Q1 2002, the diluted weighted average shares for "Adjusted net
earnings" is 247.1 million.
For Q2, Q3, Q4, FY02 and Q1 03, the diluted weighted average shares (in
millions) for "Adjusted net earnings" is 236.0, 234.9, 232.8, 236.2 and
230.2, respectively, and excludes convertible debt as it is anti-dilutive.
Convertible debt accretion must be deducted from net earnings to calculate
diluted EPS, when the convertible debt is anti-dilutive.
Exhibit 99.3
FOR IMMEDIATE RELEASE Tuesday, April 15, 2003
CELESTICA TO INCREASE NORMAL COURSE ISSUER BID FOR UP TO 10%
OF SUBORDINATE VOTING SHARES
TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a world leader in electronics
manufacturing services (EMS), today announced that it has amended the terms of
its normal course issuer bid through the facilities of The Toronto Stock
Exchange, commenced August 1, 2002, to increase the number of subordinate voting
shares that may be purchased from approximately 9.6 million to 18,633,347.
The increase is from 5% of the outstanding subordinate voting shares to 10% of
the public float of the subordinate voting shares. To date, Celestica has
purchased 8.75 million subordinate voting shares.
ABOUT CELESTICA
Celestica is a world leader in the delivery of innovative electronics
manufacturing services (EMS). Celestica operates a highly sophisticated global
manufacturing network with operations in Asia, Europe and the Americas,
providing a broad range of services to leading OEMs (original equipment
manufacturers). A recognized leader in quality, technology and supply chain
management, Celestica provides competitive advantage to its customers by
improving time-to-market, scalability and manufacturing efficiency.
For further information on Celestica, visit its website 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
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS RELATED TO OUR FUTURE
GROWTH, TRENDS IN OUR INDUSTRY AND OUR FINANCIAL AND OPERATIONAL RESULTS AND
PERFORMANCE THAT ARE BASED ON CURRENT EXPECTATIONS, FORECASTS AND ASSUMPTIONS
INVOLVING RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL OUTCOMES AND RESULTS
TO DIFFER MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED
TO: THE CHALLENGES OF EFFECTIVELY MANAGING OUR OPERATIONS DURING UNCERTAIN
ECONOMIC CONDITIONS; THE CHALLENGE OF RESPONDING TO LOWER-THAN-EXPECTED CUSTOMER
DEMAND; THE EFFECTS OF PRICE COMPETITION AND OTHER BUSINESS AND COMPETITIVE
FACTORS GENERALLY AFFECTING THE EMS INDUSTRY; OUR DEPENDENCE ON THE INFORMATION
TECHNOLOGY AND COMMUNICATIONS INDUSTRIES; OUR DEPENDENCE ON A LIMITED NUMBER OF
CUSTOMERS AND ON INDUSTRIES AFFECTED BY RAPID TECHNOLOGICAL CHANGE; COMPONENT
CONSTRAINTS; VARIABILITY OF OPERATING RESULTS AMONG PERIODS; AND THE ABILITY TO
MANAGE OUR RESTRUCTURING AND THE SHIFT OF PRODUCTION TO LOWER COST GEOGRAPHIES.
THESE AND OTHER RISKS AND UNCERTAINTIES AND FACTORS ARE DISCUSSED IN THE
COMPANY'S VARIOUS PUBLIC FILINGS AT www.sedar.com AND http://www.sec.gov,
INCLUDING OUR ANNUAL REPORT ON FORM 20-F AND SUBSEQUENT REPORTS ON FORM 6-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
WE DISCLAIM ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
AS OF ITS DATE, THIS PRESS RELEASE CONTAINS ALL MATERIAL INFORMATION ASSOCIATED
WITH THIS EVENT.
-30-
CONTACTS:
Laurie Flanagan Paul Carpino
Celestica Global Communications Celestica Investor Relations
(416) 448-2200 (416) 448-2211
media@celestica.com clsir@celestica.com
EXHIBIT 99.4
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Eugene V. Polistuk, certify that:
1. I have reviewed this report on Form 6-K of Celestica Inc., which
constitutes a quarterly report of the registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial
data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 15, 2003
/s/ Eugene V. Polistuk
Eugene V. Polistuk
Chief Executive Officer
2
EXHIBIT 99.5
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Anthony P. Puppi, certify that:
1. I have reviewed this report on Form 6-K of Celestica Inc., which
constitutes a quarterly report of the registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) designed such disclosure controls and procedures to
ensure that material information relating to the
registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within
90 days prior to the filing date of this quarterly
report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
(a) all significant deficiencies in the design or operation
of internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial
data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant
role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 15, 2003
/s/ Anthony P. Puppi
- -----------------------
Anthony P. Puppi
Chief Financial Officer
2
