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 January 2008

001-14832

(Commission File Number)

CELESTICA INC.

(Translation of registrant’s name into English)

12 Concorde Place, 5th Floor
Toronto, Ontario
Canada M3C 3R8
(416) 448-5800

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

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):  o

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):  o

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.

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 January 2008

The following information filed with this Form 6-K is incorporated by reference in Celestica’s registration statements, the prospectuses included therein, and any registration statement subsequently filed by Celestica with the Securities and Exchange Commission:

·                  Press Release, dated January 31, 2008, the text of which is attached hereto as Exhibit 99.1, including Celestica Inc.’s fourth quarter 2007 consolidated financial information.

Exhibits

99.1  -  Press Release, dated January 31, 2008

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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.

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EXHIBIT INDEX

99.1  -  Press Release, dated January 31, 2008

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Exhibit 99.1

(All amounts in U.S. dollars.

Per share information based on diluted

shares outstanding unless noted otherwise.)

CELESTICA ANNOUNCES FOURTH QUARTER AND

2007 FINANCIAL RESULTS

Fourth Quarter Summary

·                  Revenue of $2,211 million, down 2% year-over-year, up 6% sequentially

·                  GAAP loss of ($0.05) per share compared to a loss of ($0.27) per share last year

·                  Adjusted net earnings of $0.16 per share compared to $0.03 per share a year ago

·                  Operating margin of 2.7%, gross margin of 6.0%

·                  Inventory turns of 9.7x, highest in company’s history

·                  Return on invested capital of 11.9%, highest quarterly return since 2001

·                  Fourth quarter free cash flow of $167 million

·                  Cash increases $164 million to $1.117 billion

·                  Q1/08 revenue guidance $1.7 - $1.9 billion, adjusted net earnings per share of $0.06 - - $0.11

TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a global provider of electronics manufacturing services (EMS), today announced financial results for the fourth quarter and year ended December 31, 2007.

Revenue was $2,211 million, down 2% from $2,262 million in the fourth quarter of 2006. Net loss on a GAAP basis for the fourth quarter was ($11.7) million or ($0.05) per share, compared to GAAP net loss of ($60.8) million or ($0.27) per share for the same period last year. Restructuring charges in the quarter were $24 million compared to $59 million for the same period last year. GAAP net loss for the quarter also included a non-cash write-down of long-lived assets of $15 million.

Adjusted net earnings for the quarter were $37.2 million or $0.16 per share compared to $6.5 million or $0.03 per share for the same period last year. Adjusted net earnings (loss) is defined as net earnings before amortization of intangible assets, gains or losses on the repurchase of shares and debt, integration costs related to acquisitions, option expense, option exchange costs and other charges, net of tax and significant deferred tax write-offs (detailed GAAP financial statements and supplementary information related to adjusted net earnings appear at the end of this press release). These results compare with the company’s guidance for the fourth quarter, announced on October 25, 2007 of revenue of $2.0 to $2.15 billion and adjusted net earnings per share of $0.10 to $0.16.

For 2007, revenue was $8,070 down 8%, compared to $8,812 million for 2006. Net loss on a GAAP basis was ($13.7) million or ($0.06) per share compared to GAAP net loss of ($150.6) million or ($0.66) per share for last year. Adjusted net earnings for 2007 were $62.3 million or $0.27 per share compared to adjusted net earnings of $93.5 million or $0.41 per share for 2006.

More...

“We are pleased with the strong results our company delivered in the fourth quarter,” said Craig Muhlhauser, President and Chief Executive Officer, Celestica. “Since implementing our turnaround plans 12 months ago, we have undergone a major transformation which has resulted in our best ever and industry leading inventory turns, strong margin recovery and an improving trend in returns on invested capital.

We are executing well and our financial position is strong. We know we have more work to do in order to deliver continued improvements in our future performance, but we are encouraged with our financial and operational position as we enter 2008.”

Outlook

For the first quarter ending March 31, 2008, the company anticipates revenue to be in the range of $1.7 billion to $1.9 billion, and adjusted net earnings per share to range from $0.06 to $0.11. The topline and bottom line guidance reflects the seasonal impacts in the March quarter for the company’s communications, information technology and consumer business.

The company has also determined it will expand its restructuring program by $50 million to $75 million during 2008 in order to further reduce fixed costs and overhead expenses.

Fourth Quarter Results Webcasts

Management will host its quarterly results conference call today at 4:30 p.m. Eastern which can be accessed at www.celestica.com.

Supplementary Information

In addition to disclosing detailed results in accordance with Canadian 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 acquisitions made by the company, restructuring activities, securities repurchases and the adoption of fair value accounting for stock options, management believes adjusted net earnings is a useful measure for the company as well as its investors to facilitate period-to-period operating comparisons and allow the comparison of operating results with its competitors in the U.S. and Asia. Adjusted net earnings excludes 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 long-lived assets), gains or losses on the repurchase of shares or debt, option expense and option exchange costs, and the related income tax effect of these adjustments and any significant deferred tax write-offs or recovery. 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 Canadian GAAP net earnings (loss) below.

About Celestica

Celestica is dedicated to providing innovative electronics manufacturing services that accelerate our customers’ success. Through our efficient global manufacturing and supply chain network, we deliver competitive advantage to companies in the computing, communications, consumer, industrial, and aerospace and defense end markets. Our employees share a proud history of proven expertise and creativity that provides our customers with the flexibility to overcome any challenge.

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For further information on Celestica, visit its website at http://www.celestica.com.

The company’s security filings can also be accessed at http://www.sedar.com and http://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, our financial and or operational results, and our financial or operational performance. Such forward-looking statements are predictive in nature, and may be based on current expectations, forecasts or assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from the forward-looking statements themselves. Such forward-looking statements may, without limitation, be preceded by, followed by, or include words such as “believes”, “expects”, “anticipates”, “estimates”, “intends”, “plans”, or similar expressions, or may employ such future or conditional verbs as “may”, “will”, “should” or “would”, or may otherwise be indicated as forward-looking statements by grammatical construction, phrasing or context. The risks and uncertainties referred to above include, but are not limited to: the effects of price competition and other business and competitive factors generally affecting the EMS industry; our dependence on a limited number of customers; the challenges of effectively managing our operations during uncertain economic conditions; variability of operating results among periods; the challenge of responding to lower-than-expected customer demand; inability to retain or grow our business due to execution problems resulting from significant headcount reductions, plant closures and product transfers associated with major restructuring activities; our dependence on industries affected by rapid technological change; our ability to successfully manage our international operations; and the delays in the delivery and/or general availability of various components used in our manufacturing process. These and other risks and uncertainties and factors are discussed in the Company’s various public filings at www.sedar.com and www.sec.gov, including our Form 20-F and subsequent reports on Form 6-K filed with the Securities and Exchange Commission.

Contacts:

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RECONCILIATION OF GAAP TO

ADJUSTED NET EARNINGS

(in millions of U.S. dollars)

(1) Non -cash option expense included in cost of sales and SG&A is added back for adjusted net earnings

GUIDANCE SUMMARY

(2) Guidance for the first 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 our restructuring activities.

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CELESTICA INC.

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

Guarantees and contingencies (note 12)

See accompanying notes to consolidated financial statements.

These unaudited interim consolidated financial statements should be read in conjunction with the

2006 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions of U.S. dollars, except per share amounts)

See accompanying notes to consolidated financial statements.

These unaudited interim consolidated financial statements should be read in conjunction with the

2006 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions of U.S. dollars)

See accompanying notes to consolidated financial statements.

These unaudited interim consolidated financial statements should be read in conjunction with the

2006 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

Supplemental cash flow information (note 9)

See accompanying notes to consolidated financial statements.

These unaudited interim consolidated financial statements should be read in conjunction with the

2006 annual consolidated financial statements

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions of U.S. dollars, except per share amounts)

(unaudited)

1. Basis of presentation:

We prepare our 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 20 to the 2006 annual consolidated financial statements.

2. Significant accounting policies:

The disclosures contained in these unaudited interim consolidated financial statements do not include all requirements of Canadian GAAP for annual financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the 2006 annual consolidated financial statements. These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly our financial position as at December 31, 2007 and the results of operations and cash flows for the three months and year ended December 31, 2006 and 2007. These unaudited interim consolidated financial statements are based upon accounting principles consistent with those used and described in the 2006 annual consolidated financial statements, except for the following:

Change in accounting policies:

(a)          Financial instruments:

Effective January 1, 2007, we adopted the new standards issued by the CICA on financial instruments, hedges and comprehensive income. Section 1530, “Comprehensive income,” Section 3855, “Financial instruments — recognition and measurement,” Section 3861, “Financial instruments – disclosure and presentation,” and Section 3865, “Hedges,” were effective for our first quarter of 2007. We were not required to restate prior results.

On January 1, 2007, we made the following transitional adjustments to our consolidated balance sheet to adopt the new standards:

The details of the transitional adjustments are noted below.

The impact of the new standards on our operations for 2007 is as follows:

See notes 4(d) and 10(ii) regarding interest expense on long-term debt.

The new standards require all financial assets and liabilities to be carried at fair value in our consolidated balance sheet, except for loans and receivables, held-to-maturity investments and non-trading financial liabilities, which are carried at their amortized cost. We do not currently have any financial assets designated as available-for-sale.

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions of U.S. dollars, except per share amounts)

(unaudited)

All derivatives, including embedded derivatives that must be separately accounted for, are measured at fair value in our consolidated balance sheet.  The types of hedging relationships that qualify for hedge accounting have not changed under the new standards.  We will continue to designate our hedges as either cash flow hedges or fair value hedges.  In a cash flow hedge, changes in the fair value of the hedging derivative, to the extent effective, are recorded in other comprehensive income (loss) (OCI) until the asset or liability being hedged is recognized in operations. Any cash flow hedge ineffectiveness is recognized in operations immediately. For hedges that are discontinued before the end of the original hedge term, the unrealized hedge gain (loss) in OCI is amortized to operations over the remaining term of the original hedge.  If the hedged item ceases to exist before the end of the original hedge term, the unrealized hedge gain (loss) in OCI is recognized in operations immediately.  In a fair value hedge, changes in the fair value of the hedging derivative are offset in operations by the changes in the fair value relating to the hedged risk of the asset, liability or cash flows being hedged.  Any fair value hedge ineffectiveness is recognized in operations immediately.

Derivatives may be embedded in financial instruments (the “host instrument”).  Under the new standards, embedded derivatives are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host instrument, the terms of the embedded derivative are similar to those of a stand-alone derivative, and the combined contract is not held for trading or designated at fair value.  These embedded derivatives are measured at fair value with subsequent changes recognized in operations.   We have elected January 1, 2003 as our transition date for identifying contracts with embedded derivatives.  Currently we have prepayment options that are embedded in our Senior Subordinated Notes which meet the criteria for bifurcation.  The impact of the prepayment options on our consolidated financial statements is described under the transitional adjustments below and in note 4(d).

The new standards require that we present a new “consolidated statement of comprehensive income (loss)” as part of our consolidated financial statements. Comprehensive income (loss) is comprised of net income (loss), changes in the fair value of derivative instruments designated as cash flow hedges and the net unrealized foreign currency translation gain (loss) arising from self-sustaining foreign operations, which was previously classified as a separate component of shareholders’ equity. Subsequent releases from OCI to operations is dependent on when the hedged items designated under cash flow hedges are recognized in operations, or upon de-recognition of the net investment in a self-sustaining foreign operation.

In determining the fair value of our financial instruments, we used a variety of methods and assumptions that are based on market conditions and risks existing on each reporting date.  Broker quotes and standard market conventions and techniques, such as discounted cash flow analysis and option pricing models, are used to determine the fair value of our financial instruments, including derivatives and hedged debt obligations.  All methods of fair value measurement result in a general approximation of value and such value may never actually be realized.

The transitional impact of recording our derivatives as at January 1, 2007 at fair value on our consolidated financial statements is as follows:

(i)   Cash flow hedges:

As at January 1, 2007, we recorded derivative assets of $5.8 and derivative liabilities of $6.0 at fair value on our consolidated balance sheet in relation to our cash flow hedges, with a corresponding balance of $0.2 recorded in the opening accumulated other comprehensive loss.  In addition, we reclassified $0.3 of net deferred foreign exchange losses to opening accumulated other comprehensive loss.  The ineffective portion of cash flow hedges as of December 31, 2006 was insignificant and, therefore, did not impact the opening deficit.

(ii)  Fair value hedges:

In connection with the issuance of our $500.0 Senior Subordinated Notes (2011 Notes) in June 2004, we entered into agreements to swap the fixed interest rate for a variable interest rate.  We have designated the swap agreements as fair value hedges.  As at January 1, 2007, we recorded a derivative liability of $7.9 (excluding an

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions of U.S. dollars, except per share amounts)

(unaudited)

interest accrual of $2.0) for the swap agreements in other long-term liabilities.  A corresponding fair value adjustment was not recorded against the 2011 Notes because the prior hedge relationship was not a qualified type under Section 3865, after bifurcation of the embedded prepayment option in accordance with Section 3855.  We decreased the deferred income tax liability by $2.6 and recorded a loss of $5.3 to opening deficit.  On January 1, 2007, we redesignated a new hedging relationship which qualified for fair value hedge accounting in accordance with Section 3865.

(iii) Embedded derivatives:

The prepayment options embedded in our Senior Subordinated Notes qualify as embedded derivatives which must be bifurcated for reporting in accordance with the new standards.  As at January 1, 2007, we bifurcated the fair value of the embedded derivative asset of $9.3 from the Notes.  As a result of recording this asset, the amortized cost of long-term debt increased.  We also recorded a cumulative adjustment of $1.9 against the opening deficit. Any subsequent change in the fair value of the embedded derivatives will be recorded in operations.

(iv) Effective interest method:

We incurred underwriting commissions and expenses relating to our Senior Subordinated Notes offerings.  Previously, these costs were deferred in other assets and amortized on a straight-line basis over the term of the debt.  The new standards require us to reclassify these costs as a reduction of the cost of the debt and to use the effective interest rate method to amortize the costs to operations.  As at January 1, 2007, we reclassified $10.3 of unamortized costs from other assets to long-term debt and recorded an adjustment to reflect the balance had we used the effective interest rate method from inception.  This resulted in a $1.2 increase in unamortized debt issue costs, a decrease of $0.8 in opening deficit and an increase of $0.4 in deferred income tax liability.

(b)  Accounting changes:

In January 2007, we adopted CICA Handbook Section 1506, “Accounting changes,” which requires that voluntary changes in accounting policy be made only if the changes result in financial statements that provide more reliable and more relevant information.  It also requires that prior period errors be corrected retrospectively.  The adoption of this standard did not impact our consolidated financial statements.

Recently issued accounting pronouncements:

(i)   Inventories:

In June 2007, the CICA issued Section 3031, “Inventories,” which requires inventory to be measured at the lower of cost and net realizable value.  The standard provides guidance on the types of costs that can be capitalized and requires the reversal of previous inventory write-downs if economic circumstances have changed to support higher inventory values.  The standard is effective for 2008.  Commencing in the first quarter of 2008, we are required to disclose the amount of inventory write-downs or reversals each quarter.  We do not expect the adoption of this standard will have a material impact on our consolidated financial statements.

(ii)  Financial instruments and capital disclosure:

In December 2006, the CICA issued Section 3862, “Financial instruments – disclosures,” and Section 3863, “Financial instruments – presentation.”  These standards provide additional guidance on disclosing risks related to recognized and unrecognized financial instruments and how those risks are managed.  The CICA also issued Section 1535, “Capital disclosures,” which provides guidance for disclosing information about an entity’s capital and how it manages its capital.  These standards are effective for 2008. We are currently evaluating the impact of adopting these standards on our consolidated financial statements.

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions of U.S. dollars, except per share amounts)

(unaudited)

3.     Acquisitions and divestitures:

2006 acquisition activity:

In March 2006, we acquired certain assets located in the Philippines from Powerwave Technologies, Inc. for a cash purchase price of $19.1.  Amortizable intangible assets arising from this acquisition were $7.6, primarily for customer relationships and contract intangibles.

2006 divestiture:

In June 2006, we sold our plastics business for net cash proceeds of $18.5.  Our plastics business was located primarily in Asia.  During the second quarter of 2006, we reported a loss on sale of $33.2 which we recorded as other charges.  This loss included $20.0 in goodwill allocated to the plastics business.  As part of the sale agreement, we provided routine indemnities to the purchaser which management believes will not have a material adverse impact on our results of operations, financial position or liquidity.

4.     Long-term debt:

(a)          In April 2007, we renegotiated the terms of our revolving credit facility and reduced the amount available from $600.0 to $300.0.  We also extended the maturity from June 2007 to April 2009.  Under the terms of the extension, we have pledged certain assets, including the shares of certain North American subsidiaries, as security.

The facility includes a $25.0 swing-line facility that provides for short-term borrowings up to a maximum of seven days. Borrowings under the facility bear interest at LIBOR plus a margin, except that borrowings under the swing-line facility bear interest at a base rate plus a margin. There were no borrowings outstanding under this facility.  Commitment fees for 2007 were $2.3.

The facility has restrictive covenants relating to debt incurrence and sale of assets and also contains financial covenants that require us to maintain certain financial ratios.  We were in compliance with all covenants at December 31, 2007.  Based on the required financial ratios at December 31, 2007, we have approximately $240 of available debt incurrence.

We also have uncommitted bank overdraft facilities available for operating requirements which total $49.5 at December 31, 2007.  There were no borrowings outstanding under these facilities.

(b)         In June 2004, we issued Senior Subordinated Notes due 2011 with an aggregate principal amount of $500.0 and a fixed interest rate of 7.875%.  We incurred $12.0 in underwriting commissions and expenses which we deferred and are amortizing over the term of the debt using the effective interest rate method.  The 2011 Notes are unsecured and are subordinated in right of payment to all our senior debt.  We may redeem the 2011 Notes on July 1, 2008 or later at various premiums above face value.

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions of U.S. dollars, except per share amounts)

(unaudited)

In connection with the 2011 Notes offering, we entered into agreements to swap the fixed interest rate with a variable interest rate based on LIBOR plus a margin.  The average interest rate on the 2011 Notes was 8.2% for the fourth quarter of 2007 and 8.3% for 2007 (8.4% – fourth quarter of 2006; 8.2% – 2006).

(c)          In June 2005, we issued Senior Subordinated Notes due 2013 with an aggregate principal amount of $250.0 and a fixed interest rate of 7.625%.  We incurred $4.2 in underwriting commissions and expenses which we deferred and are amortizing over the term of the debt using the effective interest rate method.  The 2013 Notes are unsecured and are subordinated in right of payment to all our senior debt.  We may redeem the 2013 Notes on July 1, 2009 or later at various premiums above face value.

(d)         The prepayment options in the Notes qualify as embedded derivatives which must be bifurcated for reporting under the new financial instruments standards.  As of December 31, 2007, the fair value of the embedded derivative asset is $6.5 and is recorded with long-term debt.  The increase in the fair value of the embedded derivative asset of $0.9 for 2007 is recorded as a reduction of interest expense on long-term debt.  As a result of bifurcating the prepayment option from the Notes, a basis adjustment is added to the cost of the long-term debt.  This basis adjustment is amortized over the term of the debt using the effective interest rate method.  The amortization of the basis adjustment for 2007 of $1.0 is recorded as a reduction of interest expense on long-term debt.  The change in the fair value of the debt obligation attributable to movement in the benchmark interest rates, resulted in a loss of $17.9 for 2007, which increased interest expense on long-term debt.

5.     Other charges:

(a)  2001 to 2004 restructuring:

In 2001, we announced a restructuring plan in response to the weak end-markets in the computing and telecommunications industries.  In response to the prolonged difficult end-market conditions, we announced a second restructuring plan in July 2002. The weak demand for our manufacturing services resulted in an accelerated move to lower-cost geographies and additional restructuring in the Americas and Europe.  In January 2003, we announced further reductions to our manufacturing capacity in Europe.  In 2004, we announced plans to further restructure our operations to better align capacity with customers’ requirements.

These restructuring actions were focused on consolidating facilities, reducing the workforce, and transferring programs to lower-cost geographies. The majority of the employees terminated were manufacturing and plant employees.  For leased facilities that were no longer used, the lease costs included in the restructuring costs represent future lease payments less estimated sublease recoveries.  Adjustments were made to lease and other contractual obligations to reflect incremental cancellation fees paid for terminating certain facility leases and to reflect higher accruals for other leases due to delays in the timing of sublease recoveries and changes in estimated sublease rates, relating principally to facilities in the Americas.

We have completed the major components of these restructuring plans, except for certain long-term lease and other contractual obligations, which will be paid out over the remaining lease terms through 2015.   Cash outlays are funded from cash on hand.  The restructuring liability is recorded in accrued liabilities.

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions of U.S. dollars, except per share amounts)

(unaudited)

Details of the 2007 activity are as follows:

(b)  2005 to 2008 restructuring:

In January 2005, we announced plans to further improve capacity utilization and accelerate margin improvements.  These restructuring actions included facility closures and a reduction in workforce, primarily targeting our higher-cost geographies where end-market demand had not recovered to the levels required to achieve sustainable profitability.  We expected to complete these restructuring actions by the end of 2006.

However, in light of our operating results in 2006 and in the course of preparing our 2007 plan in the fourth quarter of 2006, we identified additional restructuring actions.  These restructuring actions included additional downsizing of workforces to reflect the volume reductions at certain facilities and to reduce overhead costs, which we expected to complete in 2007.

As of December 31, 2007, we have recorded aggregate termination costs, incurred since 2005, relating to approximately 8,200 employees, primarily operations and plant employees.  Approximately 7,600 of these employees have been terminated as of December 31, 2007 with the balance of the terminations to occur by the end of 2008.  Approximately 60% of employee terminations are in the Americas, 30% in Europe and 10% in Asia.  Our lease and other contractual obligations will be paid out over the remaining lease terms through 2010.

In the course of preparing our 2008 plan in the fourth quarter of 2007, we determined that in order to drive further operational improvements throughout our manufacturing network, that additional restructuring actions would be undertaken.  These restructuring actions will reduce our workforce and will include the closure of certain facilities.  We plan to consolidate the programs from these closed facilities into our other facilities.  As we complete these restructuring actions, our overall utilization and operating efficiency should improve, allowing us to service our customers through fewer and more cost-effective facilities.  When the detailed plans of these restructuring actions are finalized in early to mid-2008, we will recognize the related liability.  We estimate the additional restructuring charges will be in the range of $50 and $75 which will be recorded in 2008.  We expect to complete these actions by mid-2009.

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in millions of U.S. dollars, except per share amounts)

(unaudited)

Details of the 2007 activity are as follows: