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 July 2003
001-14832
(COMMISSION FILE NUMBER)
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CELESTICA INC.
(TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)
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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
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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
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_________
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CELESTICA INC.
FORM 6-K
MONTH OF JULY 2003
Filed with this Form 6-K is the following:
o Press Release, dated July 24, 2003, the text of which is attached hereto as
Exhibit 99.1 and is incorporated herein by reference, including Celestica Inc.'s
second quarter 2003 consolidated financial information
o Supplemental Information, the text of which is attached hereto as Exhibit
99.2 and is incorporated herein by reference
EXHIBITS
99.1 - Press Release, dated July 24, 2003
99.2 - Supplemental Information
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: July 25, 2003 By: /s/ GRAHAM THOURET
--------------------------------
Graham Thouret
Senior Vice President
EXHIBIT INDEX
99.1 - Press Release, dated July 24, 2003
99.2 - Supplemental Information
FOR IMMEDIATE RELEASE Thursday, July 24, 2003
(All amounts in U.S. dollars.
Per share information based on diluted
shares outstanding unless noted otherwise.)
CELESTICA ANNOUNCES SECOND QUARTER
FINANCIAL RESULTS
SUMMARY
- - Company announces results within previously stated guidance
- - Revenue of $1.6 billion, GAAP loss per share of ($0.18), adjusted loss
per share of ($0.07)
- - Company spent $120 million in the quarter to repurchase 9.15 million
shares
- - Company spent $61 million for repurchase of convertible debt
- - Company announces new normal course issuer bid, plans to repurchase up
to additional 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 second
quarter ended June 30, 2003.
For the second quarter, revenue was $1,598 million, down 29 per cent from $2,249
million in the second quarter of 2002 and up sequentially 1 per cent from the
first quarter of 2003.
Net loss on a GAAP basis for the second quarter was ($39.6) million or ($0.18)
per share, compared to net earnings of $40.4 million or $0.15 per share for the
same period last year. The losses were attributable to lower year-over-year
revenues and a $21.6 million charge associated with the company's restructuring
activities.
Adjusted net earnings (loss) - defined as net earnings (loss) 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 - was a loss of ($12.1) million or ($0.07) per share, compared to adjusted
net earnings of $69.4 million or $0.28 per share for the same period last year.
(Detailed GAAP financial statements and supplementary information related to the
reconciliation of adjusted net earnings (loss) to GAAP net earnings (loss)
appear at the end of this press release). These results compare with the
company's guidance for the second quarter, which was announced on April 15, for
revenue of $1.55 - $1.75 billion and adjusted net earnings (loss) per share of
($0.10) to $0.02.
For the six-month period ended June 30, 2003, revenue was $3,186 million,
compared to $4,401 million for the same period last year. GAAP Net loss was
($36.2) million or ($0.15) per share compared to net earnings $80.1 million or
$0.30 per share last year. Adjusted net earnings were $0.7 million or a net loss
of ($0.03) per share compared to net earnings of $132.8 million or $0.53 per
share last year.
2
"We believe our second quarter results are at an inflection point in terms of
both top line and operating margin performance," said Eugene Polistuk, chairman
and CEO, Celestica. "Despite the difficulties in certain end markets, we are
seeing more stability in demand overall. Similarly, we believe our operating
margins have bottomed as we realize increasing benefits from our restructuring
actions, particularly in Europe, and as we complete our operational transition
to lower cost geographies in the second half of 2003."
NEW NORMAL COURSE ISSUER BID
Celestica's current normal course issuer bid, which commenced August 1, 2002,
expires July 31, 2003. To date, Celestica has purchased 17,901,593 subordinate
voting shares pursuant to its current normal course issuer bid at an average
price of $13.03 per share (including 9,151,593 subordinate voting shares at an
average price of $13.09 per share during the quarter). Under this program,
Celestica can purchase an additional 731,754 shares.
Celestica announced it intends to launch a new normal course issuer bid, subject
to the approval of the Toronto Stock Exchange, upon the expiry of the current
normal course issuer bid. If the new normal course issuer bid is approved,
Celestica will be authorized to repurchase, at its discretion, during the 12
months ending July 31, 2004, up to an additional 10 per cent of the public float
of Celestica's subordinate voting shares on the open market, subject to the
terms and limitations of such bids.
REPURCHASE OF CONVERTIBLE DEBT
During the quarter, the company spent $60.7 million to repurchase $116.9
million in principal amount of its outstanding Liquid Yield Option Notes
(LYONs(TM)). Over the past 12 months, the company spent a total of $237.1
million to repurchase LYONs with a principal amount at maturity of $493.7
million.
Since the company began its share and debt repurchase activities in the third
quarter of 2002, Celestica has spent approximately $607.3 million to repurchase
senior subordinated notes, subordinate voting shares and LYONs.
"Celestica continues to be the only major EMS company buying back both stock and
debt," said Polistuk. "We believe the use of our strong balance sheet for the
expansion of our stock repurchase program and ongoing debt repurchases
represents great value for shareholders over the long-term and reflects our
commitment to drive shareholder value while continuing to pursue the appropriate
and sustainable growth opportunities in our business."
3
OUTLOOK
For the third quarter ending September 30, 2003, the company anticipates revenue
to be in the range of $1.55 billion - $1.70 billion and adjusted earnings (loss)
per share to be between $0.02 and a loss of ($0.05). Despite continued pricing
pressure and ongoing limited visibility in some of the company's core
communications and IT infrastructure products, the guidance reflects anticipated
organic revenue growth due to new program wins, and benefits from previously
announced restructuring.
Management will host a conference call today discussing the company's second
quarter results. The conference call will start at 8:30 a.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 (loss) to GAAP
net earnings (loss) below.
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
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www.sec.gov.
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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 SECOND QUARTER FINANCIAL RESULTS ENDED JUNE 30, 2003 AND
REVENUE AND ADJUSTED NET EARNINGS (LOSS) GUIDANCE FOR THE THIRD QUARTER ENDING
SEPTEMBER 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
5
FINANCIAL SUMMARY
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GAAP FINANCIAL SUMMARY
THREE MONTHS ENDED JUNE 30 2002 2003 CHANGE
- -------------------------- ---- ---- ------
Revenue $ 2,249 M $ 1,598 M $ (651) M
Net earnings (loss) 40 M (40) M (80) M
Net earnings (loss) per share $ 0.15 $ (0.18) $ (0.33)
Cash Provided by (Used in) Operations $ 237 M $ (100) M $ (337) M
Cash Position at June 30 $ 1,684 M $ 1,455 M $ (229) M
SIX MONTHS ENDED JUNE 30 2002 2003 CHANGE
- ------------------------ ---- ---- ------
Revenue $ 4,401 M $ 3,186 M $ (1,215) M
Net earnings (loss) 80 M (36) M (116) M
Net earnings (loss) per share $ 0.30 $ (0.15) $ (0.45)
Cash Provided by (Used in) Operations $ 511 M $ (15) M $ (526) M
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ADJUSTED NET EARNINGS (LOSS) SUMMARY
THREE MONTHS ENDED JUNE 30 2002 2003 CHANGE
- -------------------------- ---- ---- ------
Adjusted net earnings (loss) $ 69 M $ (12) M $ (81) M
Adjusted net EPS (1)(2) $ 0.28 $ (0.07) $ (0.35)
SIX MONTHS ENDED JUNE 30 2002 2003 CHANGE
- ------------------------ ---- ---- ------
Adjusted net earnings $ 133 M $ 1 M $ (132) M
Adjusted net EPS (1)(2) $ 0.53 $ (0.03) $ (0.56)
ADJUSTED NET EARNINGS (LOSS) CALCULATION
THREE MONTHS SIX MONTHS
------------ ----------
2002 2003 2002 2003
---- ---- ---- ----
GAAP net earnings (loss) $ 40 M $ (40) M $ 80 M $ (36) M
Add: amortization of intangibles 22 M 12 M 44 M 25 M
Add: acquisition integration costs 10 M - M 14 M - M
Add: other charges - M 22 M - M 20 M
Less: tax impact of above (3)M (6) M (5) M (8) M
------ ------ ------ -------
Adjusted net earnings (loss) $ 69 M $ (12) M $ 133 M $ 1 M
====== ====== ====== =======
(1) For purposes of the diluted per share calculation for the three
and six months ended June 30, 2002, the weighted average number
of shares outstanding was 236.0 million and 236.5 million,
respectively. Adjusted net EPS excludes the gain on the
repurchase of convertible debt.
(2) For purposes of the diluted per share calculation for the three
and six months ended June 30, 2003, the weighted average number
of shares outstanding was 218.0 million and 222.5 million,
respectively. Adjusted net EPS excludes the gain on the
repurchase of convertible debt.
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GUIDANCE SUMMARY
2Q VERSUS ACTUAL 2Q 03 GUIDANCE 2Q 03 ACTUAL
---------------- -------------- ------------
Revenue $ 1.55 B - $1.75 B $ 1.6 B
Adjusted net EPS $ (0.10) - $0.02 $(0.07)
FORWARD GUIDANCE(1) 3Q 03 GUIDANCE
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Revenue $1.55 B - $1.70 B
Adjusted net EPS $(0.05) - $0.02
(1) Guidance for the third quarter is provided only on an adjusted
net earnings basis. This is due to the difficulty in forecasting
the various items impacting GAAP net earnings, 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.
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6
CELESTICA INC.
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
DECEMBER 31 JUNE 30
2002 2003
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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
=============== ===============
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
7
CELESTICA INC.
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) AND RETAINED EARNINGS (DEFICIT)
(IN MILLIONS OF U.S. DOLLARS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
----------- -------------- -------------- ----------
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
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
THESE INTERIM FINANCIAL STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE
2002 ANNUAL CONSOLIDATED FINANCIAL STATEMENTS.
8
CELESTICA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ------------
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
======== =========== =========== ===========
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.
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 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.
10
3. CONVERTIBLE DEBT
During the quarter, the Company paid $60.7 to repurchase Liquid Yield
Option(TM) 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:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- -------------
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
======= ======== ======= ========
(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:
LEASE AND
OTHER
CONTRACTUAL
OBLIGATIONS
Balance at March 31, 2003................................................................ $ 25.4
Cash payments............................................................................ (2.2)
----------
Balance at June 30, 2003................................................................. $ 23.2
==========
(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:
11
LEASE AND
EMPLOYEE OTHER FACILITY
TERMINATION CONTRACTUAL EXIT COSTS
COSTS OBLIGATIONS AND OTHER TOTAL
----------- ------------ ---------- -----
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
========== ========== ========== ==========
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:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- ------------- ------------
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
=========== =========== =========== ===========
12
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ---------
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)
=========== =========== =========== ===========
AS AT JUNE 30
2002 2003
-------------- ---------
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
========== ============
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:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- --------------- ------------
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)
(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.
13
8. SUPPLEMENTAL CASH FLOW INFORMATION:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2002 2003 2002 2003
-------------- -------------- -------------- ------------
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
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.
14
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 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.
-30-
[LOGO]
Celestica Inc.
Supplemental Information
(in millions of US dollars, except per share amounts) (unaudited)
Q2 2001 Q3 2001 Q4 2001 Q1 2002 Q2 2002 Q3 2002 Q4 2002 Q1 2003
------- ------- ------- ------- ------- ------- ------- -------
Revenue $ 2,660.7 $2,203.0 $ 2,448.2 $ 2,151.5 $ 2,249.2 $ 1,958.9 $ 1,911.9 $ 1,587.4
GAAP
Net earnings (loss) 15.8 (38.7) (71.8) 39.7 40.4 (90.6) (434.7) 3.4
Gain on repurchase of convertible debt
(GAAP only) - - - - - 4.0 4.3 5.7
Convertible debt accretion, net of tax (3.6) (3.9) (4.1) (4.2) (4.4) (4.6) (4.3) (4.0)
------- ------- ------- ------- ------- ------- ------- -------
Earnings (loss) available to shareholders
- basic 12.2 (42.6) (75.9) 35.5 36.0 (91.2) (434.7) 5.1
Earnings (loss) per share - basic $ 0.06 $ (0.20) $ (0.33) $ 0.15 $ 0.16 $ (0.40) $ (1.90) $ 0.02
------- ------- ------- ------- ------- ------- ------- -------
Earnings (loss) per share - diluted(1) $ 0.06 $ (0.20) $ (0.33) $ 0.15 $ 0.15 $ (0.40) $ (1.90) $ 0.02
Weighted average number of shares (in
millions) outstanding - basic 207.0 218.1 227.1 229.8 230.2 230.1 229.0 227.0
- diluted(1) 225.5 218.1 227.1 236.8 236.0 230.1 229.0 230.2
Actual number of shares (in millions)
outstanding - basic 216.3 219.9 229.7 230.1 230.3 229.4 228.6 222.3
------- ------- ------- ------- ------- ------- ------- -------
Adjusted net earnings
Net earnings (loss) $ 15.8 $ (38.7) $ (71.8) $ 39.7 $ 40.4 $ (90.6) $ (434.7) $ 3.4
Adjustments:
Amortization of intangible assets 28.1 32.2 35.1 22.0 21.7 29.0 23.2 12.4
Integration costs related to acquisitions 7.8 10.0 2.6 3.9 10.2 3.0 4.0 -
Other charges 53.2 79.6 136.5 - - 136.4 541.4 (1.6)
Income tax effect of above (11.8) (18.4) (26.9) (2.2) (2.9) (26.9) (95.3) (1.4)
------- ------- ------- ------- ------- ------- ------- -------
Adjusted net earnings (loss) $ 93.1 $ 64.7 $ 75.5 $ 63.4 $ 69.4 $ 50.9 $ 38.6 $ 12.8
------- ------- ------- ------- ------- ------- ------- -------
As a percentage of revenue 3.5% 2.9% 3.1% 2.9% 3.1% 2.6% 2.0% 0.8%
Adjusted net earnings (loss) for EPS
calculation 93.1 64.7 75.5 63.4 69.4 50.9 38.6 12.8
Convertible debt accretion, net of tax (3.6) (3.9) (4.1) (4.2) (4.4) (4.6) (4.3) (4.0)
------- ------- ------- ------- ------- ------- ------- -------
Adjusted net earnings (loss) available to
shareholders - basic 89.5 60.8 71.4 59.2 65.0 46.3 34.3 8.8
Adjusted net earnings (loss) per share
- basic $ 0.43 $ 0.28 $ 0.31 $ 0.26 $ 0.28 $ 0.20 $ 0.15 $ 0.04
------- ------- ------- ------- ------- ------- ------- -------
Adjusted net earnings (loss) per share
- diluted(2) $ 0.41 $ 0.27 $ 0.31 $ 0.26 $ 0.28 $ 0.20 $ 0.15 $ 0.04
------- ------- ------- ------- ------- ------- ------- -------
EBITDA
Net earnings (loss) $ 15.8 $ (38.7) $ (71.8) $ 39.7 $ 40.4 $ (90.6) $ (434.7) $ 3.4
Income taxes 3.3 (7.9) (14.7) 8.1 8.3 (18.6) (89.0) 0.7
------- ------- ------- ------- ------- ------- ------- -------
EBT 19.1 (46.6) (86.5) 47.8 48.7 (109.2) (523.7) 4.1
Integration costs related to acquisitions 7.8 10.0 2.6 3.9 10.2 3.0 4.0 -
Other charges 53.2 79.6 136.5 - - 136.4 541.4 (1.6)
------- ------- ------- ------- ------- ------- ------- -------
EBT 80.1 43.0 52.6 51.7 58.9 30.2 21.7 2.5
Interest expense (income), net (2.4) (5.1) 3.2 1.7 1.4 (1.1) (3.1) (3.4)
------- ------- ------- ------- ------- ------- ------- -------
EBIT 77.7 37.9 55.8 53.4 60.3 29.1 18.6 (0.9)
Amortization of intangible assets 28.1 32.2 35.1 22.0 21.7 29.0 23.2 12.4
------- ------- ------- ------- ------- ------- ------- -------
EBIAT 105.8 70.1 90.9 75.4 82.0 58.1 41.8 11.5
4.0% 3.2% 3.7% 3.5% 3.6% 3.0% 2.2% 0.7%
------- ------- ------- ------- ------- ------- ------- -------
EBITDA $ 148.5 $ 121.6 $ 149.8 $ 131.3 $ 137.2 $ 111.2 $ 90.0 $ 54.8
------- ------- ------- ------- ------- ------- ------- -------
5.6% 5.5% 6.1% 6.1% 6.1% 5.7% 4.7% 3.5%
------- ------- ------- ------- ------- ------- ------- -------
Q2 2003 1H 2002 1H 2003 FY 2001 FY 2002
------- ------- ------- ------- -------
Revenue $ 1,598.4 $ 4,400.7 $ 3,185.7 $10,004.4 $8,271.6
GAAP
Net earnings (loss) (39.6) 80.1 (36.2) (39.8) (445.2)
Gain on repurchase of convertible debt
(GAAP only) 4.2 - 9.9 - 8.3
Convertible debt accretion, net of tax (3.5) (8.6) (7.5) (15.0) (17.5)
---------- --------- ---------- --------- ---------
Earnings (loss) available to shareholders
- basic (38.9) 71.5 (33.8) (54.8) (454.4)
Earnings (loss) per share - basic $ (0.18) $ 0.31 $ (0.15) $ (0.26) $ (1.98)
---------- --------- ---------- --------- ---------
Earnings (loss) per share - diluted(1) $ (0.18) $ 0.30 $ (0.15) $ (0.26) $ (1.98)
---------- --------- ---------- --------- ---------
Weighted average number of shares (in
millions) outstanding - basic 218.0 230.0 222.5 213.9 229.8
- diluted(1) 218.0 236.5 222.5 213.9 229.8
Actual number of shares (in millions)
outstanding - basic 213.3 230.3 213.3 229.7 228.6
---------- --------- ---------- --------- ---------
Adjusted net earnings
Net earnings (loss) $ (39.6) $ 80.1 $ (36.2) $ (39.8) $ (445.2)
Adjustments:
Amortization of intangible assets 12.1 43.7 24.5 125.0 95.9
Integration costs related to acquisitions - 14.1 - 22.8 21.1
Other charges 21.6 - 20.0 273.1 677.8
Income tax effect of above (6.2) (5.1) (7.6) (60.5) (127.3)
---------- --------- ---------- --------- ---------
Adjusted net earnings (loss) $ (12.1) 132.8 0.7 320.6 222.3
---------- --------- ---------- --------- ---------
As a percentage of revenue -0.8% 3.0% 0.0% 3.2% 2.7%
Adjusted net earnings (loss) for EPS
calculation (12.1) 132.8 0.7 320.6 222.3
Convertible debt accretion, net of tax (3.5) (8.6) (7.5) (15.0) (17.5)
---------- --------- ---------- --------- ---------
Adjusted net earnings (loss) available to
shareholders - basic (15.6) 124.2 (6.8) 305.6 204.8
Adjusted net earnings (loss) per share
- basic $ (0.07) $ 0.54 $ (0.03) $ 1.43 $ 0.89
---------- --------- ---------- --------- ---------
Adjusted net earnings (loss) per share
- diluted(2) $ (0.07) $ 0.53 $ (0.03) $ 1.38 $ 0.87
---------- --------- ---------- --------- ---------
EBITDA
Net earnings (loss) $ (39.6) $ 80.1 $ (36.2) $ (39.8) $ (445.2)
Income taxes (8.1) 16.4 (7.5) (2.1) (91.2)
---------- --------- ---------- --------- ---------
EBT (47.7) 96.5 (43.7) (41.9) (536.4)
Integration costs related to acquisitions - 14.1 - 22.8 21.1
Other charges 21.6 - 20.0 273.1 677.8
---------- --------- ---------- --------- ---------
EBT (26.1) 110.6 (23.7) 254.0 162.5
Interest expense (income), net (1.5) 3.1 (4.8) (7.9) (1.1)
---------- --------- ---------- --------- ---------
EBIT (27.6) 113.7 (28.5) 246.1 161.4
Amortization of intangible assets 12.1 43.7 24.5 125.0 95.9
---------- --------- ---------- --------- ---------
EBIAT (15.5) 157.4 (4.0) 371.1 257.3
---------- --------- ---------- --------- ---------
-1.0% 3.6% -0.1% 3.7% 3.1%
EBITDA $ 28.3 $ 268.5 $ 83.1 $ 563.8 $ 469.7
---------- --------- ---------- --------- ---------
1.8% 6.1% 2.6% 5.6% 5.7%
---------- --------- ---------- --------- ---------
(1) 2001-Q3, Q4 and FY; 2002-Q3, Q4 and FY; 2003 - Q2 and 1H 2003, excludes
options and convertible debt as they are anti-dilutive due to the losses.
2002-Q1, Q2 and 1H 2002; 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, 1H 2002, Q3, Q4, FY02 and Q1 03, the diluted weighted
average shares (in millions) for "Adjusted net earnings" is 236.0,
236.5, 234.9, 232.8, 236.2 and 230.2, respectively, and excludes
convertible debt as it is anti-dilutive.
Q2 and 1H 2003, excludes options and convertible debt as they are
anti-dilutive due to the losses.
Convertible debt accretion must be deducted from net earnings to
calculate diluted EPS, when the convertible debt is anti-dilutive.
