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 October 2008

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 by furnishing the information contained in this Form is 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 October 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 October 23, 2008, the text of which is attached hereto as Exhibit 99.1, including Celestica Inc.’s third quarter 2008 consolidated financial information.

Exhibits

99.1 - Press Release, dated October 23, 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 October 23, 2008

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Exhibit 99.1

CELESTICA ANNOUNCES THIRD QUARTER 2008 FINANCIAL RESULTS

Third Quarter Summary

·                  Revenue of $2,031 million, up 8% sequentially, and compared to $2,081 million for the same period last year

·                  GAAP earnings of $0.14 per share compared to $0.22 per share last year

·                  Adjusted net earnings of $0.24 per share compared to $0.13 per share last year driven primarily by improved operating earnings and a lower adjusted tax rate

·                  Operating margin of 3.2% compared to 2.3% last year

·                  Gross margin of 7.4% compared to 5.8% last year

·                  Inventory turnover of 9.1 turns compared to 8.3 turns last year

·                  Return on invested capital including intangibles of 13.9% compared to 9.1% last year

·                  Third quarter free cash flow of $57 million, cash balance of $1.26 billion

·                  Fourth quarter revenue guidance of $1.75 billion - $2.0 billion, adjusted net earnings per share of $0.16 - $0.24

TORONTO, Canada - Celestica Inc. (NYSE, TSX: CLS), a global leader in the delivery of end-to-end product lifecycle solutions, today announced financial results for the third quarter ended September 30, 2008.

Revenue was $2,031 million compared to $2,081 million in the third quarter of 2007. Net earnings on a GAAP basis for the third quarter were $32.1 million or $0.14 per share, compared to GAAP net earnings of $51.5 million or $0.22 per share for the same period last year.  The year-over-year decline in GAAP EPS was primarily impacted by lower tax recoveries and higher restructuring charges, offset partially by improved operating earnings.

Adjusted net earnings for the quarter were $54.3 million or $0.24 per share, compared to adjusted net earnings of $29.3 million or $0.13 per share for the same period last year. The term adjusted net earnings is defined as net earnings before other charges, amortization of intangible assets, integration costs related to acquisitions, option expense, option exchange costs and gains or losses on the repurchase of shares and debt, net of tax and significant deferred tax write-offs or recovery (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 third quarter, announced on July 24, 2008, of revenue of $1.9 billion to $2.1 billion and adjusted net earnings per share of $0.17 to $0.23.

For the nine months ended September 30, 2008, revenue was $5,743 million compared to $5,860 million for the same period in 2007. Net earnings on a GAAP basis were $101.7 million or $0.44 per share compared to GAAP net loss of ($2.0) million or ($0.01) per share for the same period last year. Adjusted net earnings for the nine months ended September 30, 2008 were $128.6 million or $0.56 per share compared to adjusted net earnings of $25.1 million or $0.11 per share for the same period in 2007.

“Celestica delivered strong results in the third quarter driven predominately by our operating improvements in Mexico and Europe,” said Craig Muhlhauser, President and Chief Executive Officer, Celestica. “In the third quarter, we continued delivering strong working capital performance and generated free cash flow for the sixth consecutive quarter.  We ended the quarter with a healthy $1.26 billion cash balance and a strong balance sheet.”

“While we expect end markets to be impacted by the current uncertain environment, Celestica is well positioned with its customers, who recognize the benefit of having partnered with a supply chain leader with global capabilities and significant financial strength.”

Outlook

For the fourth quarter ending December 31, 2008, the company anticipates revenue to be in the range of $1.75 billion to $2.0 billion, and adjusted net earnings per share to range from $0.16 to $0.24.

Third Quarter Webcast

Management will host its quarterly results conference call today at 4:30 p.m. Eastern. The webcast 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 restructuring activities, acquisitions made by the company, fair value accounting for stock options and securities repurchases, management believes adjusted net earnings are 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. Excluded from adjusted net earnings are the effects of other charges (most significantly, restructuring costs and the write-down of goodwill and long-lived assets), acquisition-related charges (amortization of intangible assets and integration costs related to acquisitions), option expense and option exchange costs, gains or losses on the repurchase of shares or debt and the related income tax effect of these adjustments and any significant deferred tax write-offs or recovery.  The term 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 are 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 prepared in accordance with Canadian or U.S. GAAP. The company has provided a reconciliation of adjusted net earnings to Canadian GAAP net earnings below.

About Celestica

Celestica is dedicated to delivering end-to-end product lifecycle solutions to drive our customers’ success. Through our simplified global operations network and information technology platform, we are solid partners who deliver informed, flexible solutions that enable our customers to succeed in the markets they serve. Committed to providing a truly differentiated customer experience, our agile and adaptive employees share a proud history of demonstrated expertise and creativity that provides our customers with the ability to overcome any challenge.

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.

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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, 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.  For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995, and in any applicable Canadian securities legislation. Forward-looking statements are not guarantees of future performance. You should understand that the following important factors could affect our future results and could cause those results to differ materially from those expressed in such forward-looking statements:  the effects of price competition and other business and competitive factors generally affecting the EMS industry, including the trend for outsourcing; our dependence on a limited number of customers; the challenges of effectively managing our operations during uncertain economic conditions, including significant changes in demand from our largest customers as a result of the impact of the global credit crisis; variability of operating results among periods; the challenge of managing our financial exposures to foreign currency fluctuations; the challenge of managing volatile energy prices; the challenge of responding to lower-than-expected customer demand; our 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, as well as other information related to the company, are discussed in the Company’s various public filings at www.sedar.com and 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 and our Annual Information Form filed with the Canadian Securities Commissions. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future.  Readers are cautioned that such information may not be appropriate for other purposes.

As of its date, this press release contains any material information associated with the company’s financial results for the third quarter ended September 30, 2008 and revenue and adjusted net earnings guidance for the fourth quarter ending December 31, 2008.  Revenue and earnings guidance is reviewed by the company’s board of directors.  Our revenue and earnings guidance is based on various assumptions by management, which management believes are reasonable under the current circumstances, but may prove to be inaccurate, and many of which involve factors that are beyond the control of the Company. The material assumptions may include assumptions regarding the following: forecasts from our customers, which range from 30 to 90 days; timing and investments associated with ramping new business; general economic and market conditions; currency exchange rates; pricing and competition; anticipated customer demand; supplier performance and pricing; commodity, labor, energy and transportation costs; operational and financial matters; technological developments; and the timing and execution of our restructuring plan. These assumptions are based on management’s current views with respect to current plans and events, and are and will be subject to the risks and uncertainties referred to above.  It is Celestica’s policy that revenue and earnings guidance is effective on the date given, and will only be updated through a public announcement.

Contacts:

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RECONCILIATION OF GAAP TO ADJUSTED NET EARNINGS

(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 fourth 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 11)

See accompanying notes to consolidated financial statements.

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

2007 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

See accompanying notes to consolidated financial statements.

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

2007 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions of U.S. dollars)

(unaudited)

See accompanying notes to consolidated financial statements.

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

2007 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions of U.S. dollars)

(unaudited)

Supplemental cash flow information (note 8)

See accompanying notes to consolidated financial statements.

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

2007 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 2007 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 2007 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 September 30, 2008 and the results of operations and cash flows for the three and nine months ended September 30, 2007 and 2008.  These unaudited interim consolidated financial statements are based upon accounting principles consistent with those used and described in the 2007 annual consolidated financial statements, except for the following:

Changes in accounting policies:

(i)         Inventories:

Effective January 1, 2008, we adopted CICA Handbook Section 3031, “Inventories,” which requires inventory to be measured at the lower of cost and net realizable value.  This standard provides additional guidance on the types of costs that can be capitalized and requires the reversal and disclosure of previous inventory write-downs if economic circumstances have changed to support higher inventory values.  The adoption of this standard did not have a material impact on our consolidated financial statements.

During the third quarter of 2008, we recorded a net inventory provision of $3.9 (first nine months of 2008 – $11.5) to write-down the value of our inventory to net realizable value.  This net inventory provision is included in cost of sales.   There were no significant reversals of previously recorded inventory write-downs during the quarter.

(ii)     Financial instruments:

Effective January 1, 2008, we adopted CICA Handbook 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 adoption of these standards did not have a material impact on our consolidated financial statements.

Section 3862 requires us to disclose the classifications of our financial instruments into the following specific categories:

The classification of our financial instruments is as follows:

Our cash and cash equivalents are comprised of cash and short-term investments.  See note 8.  Most of our short-term investments are held-to-maturity, except for investments in highly-liquid mutual funds which are held-for-trading.  We classify accounts receivable under loans and receivables.  Our derivative assets are included in prepaid and other assets and other long-term assets. Our derivative liabilities are included in accrued liabilities.  The majority of our derivative assets and liabilities arise from foreign currency forward contracts and interest rate swap

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

agreements.  Our foreign currency forward contracts are recorded at fair value and the majority of our foreign currency forward contracts are designated as cash flow hedges.  Our interest rate swap agreements related to our $500.0 Senior Subordinated Notes due 2011 are recorded at fair value and are designated as fair value hedges.  See note 9.  Accounts payable and the majority of our accrued liabilities, excluding derivative liabilities, are classified as financial liabilities which are recorded at amortized cost.  Our Senior Subordinated Notes, which are recorded in long-term debt, are classified as financial liabilities.  See note 3.  The carrying values of our Senior Subordinated Notes are comprised of elements recorded at fair value and amortized cost.  See note 15 to the 2007 annual consolidated financial statements.  We do not currently have any financial assets designated as available-for-sale.

We are exposed to a variety of financial risks that we face in the normal course of business. Our financial risk management objectives are described in note 15 to the 2007 annual consolidated financial statements.  The disclosures required by Section 3862 are included in note 12.

Effective January 1, 2007, we adopted the CICA standards 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”. These disclosures are included in notes 2(s), 7, 10 and 15 to the 2007 annual consolidated financial statements.  On January 1, 2007, we made certain transitional adjustments to our consolidated balance sheet which included an adjustment to opening deficit of $6.4.

The impact of these standards on our operations is as follows:

(iii)  Capital disclosures:

Effective January 1, 2008, we adopted CICA Handbook Section 1535, “Capital disclosures,” which provides guidance for disclosing information about an entity’s capital and how it manages its capital.  This standard requires the disclosure of the entity’s capital management objectives, policies and processes.  See note 13.  The adoption of this standard did not have a material impact on our consolidated financial statements.

Recently issued accounting pronouncements:

Goodwill and intangible assets:

In February 2008, the CICA issued Handbook Section 3064, “Goodwill and intangible assets,” which replaces the existing standards.  This revised standard establishes guidance for the recognition, measurement and disclosure of goodwill and intangible assets, including internally generated intangible assets.  This standard is effective for 2009.  We are currently evaluating the impact of adopting this standard on our consolidated financial statements.

International financial reporting standards(IFRS):

In February 2008, the Canadian Accounting Standards Board announced the adoption of International Financial Reporting Standards for publicly accountable enterprises. IFRS will replace Canadian GAAP effective January 1, 2011.  IFRS is effective for our first quarter of 2011 and will require that we restate our 2010 comparative numbers.  We have started an IFRS conversion project to evaluate the impact of implementing the new standards. We cannot at this time reasonably estimate the impact of adopting IFRS 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.             Long-term debt:

(a)         We have a revolving credit facility for $300.0 which matures in April 2009.  There were no borrowings outstanding under this facility at September 30, 2008.  Commitment fees for the third quarter of 2008 were $0.5 ($1.4 – first nine months of 2008). 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 September 30, 2008.  Based on the required financial ratios at September 30, 2008, we have full access to the $300.0 available under this facility.

We also have uncommitted bank overdraft facilities available for operating requirements which total $49.5 at September 30, 2008.  There were no borrowings outstanding under these facilities at September 30, 2008.

(b)        In June 2004, we issued the 2011 Notes with an aggregate principal amount of $500.0 and a fixed interest rate of 7.875%.  We are entitled to redeem the 2011 Notes at various premiums above face value.

In June 2005, we issued the 2013 Notes with an aggregate principal amount of $250.0 and a fixed interest rate of 7.625%.  We will be entitled to redeem the 2013 Notes on or after July 1, 2009 at various premiums above face value.

The 2011 and 2013 Notes are unsecured and are subordinated in right of payment to all our senior debt.  The 2011 and 2013 Notes have restrictive covenants that limit our ability to pay dividends, repurchase our own stock or repay debt that is subordinated to these Notes.  These covenants also place limitations on the sale of assets and our ability to incur additional debt.   We were in compliance with all covenants at September 30, 2008.

(c)         In connection with the 2011 Notes, 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 5.8% and 6.4%, respectively, for the third quarter and first nine months of 2008 (8.4% – third quarter and first nine months of 2007).  The fair value of the interest rate swap agreements is disclosed in note 9(ii).

(d)        The prepayment options in the 2011 and 2013 Notes qualify as embedded derivatives which must be bifurcated for reporting under the financial instruments standards.  As of September 30, 2008, the fair value of the embedded derivative asset is $5.8 and is recorded against long-term debt.  The decrease in the fair value of the embedded derivative asset of $0.7 for the first nine months of 2008 is recorded as an increase in interest expense on long-term debt.  As a result of bifurcating the prepayment option from these 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 of $0.8 for the first nine months of 2008 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 $0.5 for the first nine months of 2008, which increased interest expense on long-term debt.

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

4.             Other charges:

(a)      2001 to 2004 restructuring:

In 2001, we announced a restructuring plan as a result of the weak end-markets in the enterprise 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.  The restructuring liability is recorded in accrued liabilities.

Details of the lease and other contractual obligations accrual are as follows:

(b)      2005 to 2009 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.  In the fourth quarter of 2006, we identified additional restructuring actions.  These restructuring actions included additional downsizing of the

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

workforce to reflect the volume reductions at certain facilities and to reduce overhead costs, which we expected to complete in 2007.

In the fourth quarter of 2007, we identified additional restructuring actions to drive further operational improvements throughout our manufacturing network.  These restructuring actions will reduce our workforce and will include the closure of certain facilities.  We plan to consolidate the programs from the facilities we close 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 more cost-effective facilities. As we finalize the detailed plans of these restructuring actions, we will recognize the related charges.  We estimate the additional restructuring charges will be in the range of $50 to $75 which will be recorded throughout 2008 and 2009.  We expect to complete these actions during the second half of 2009.

As of September 30, 2008, we have recorded termination costs, incurred since 2005, relating to approximately 9,000 employees, primarily operations and plant employees.  Approximately 8,800 of these employees have been terminated as of September 30, 2008.  Approximately 60% of the employee terminations have been 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.  The restructuring liability is recorded in accrued liabilities.

Details of the 2008 activity are as follows:

As of September 30, 2008, we have approximately $23 in assets that are available-for-sale, primarily land and buildings, as a result of the restructuring actions we have implemented.  We have programs underway to sell these assets.

(c)       Other:

The amounts in 2007 and 2008 are primarily recoveries relating to certain assets previously written off.

5.             Pension and non-pension post-employment benefit plans:

We have recorded the following pension expense:

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

6.             Stock-based compensation and other stock-based payments:

We have granted stock options as part of our long-term incentive plans.  The estimated fair value of options is amortized to expense over the vesting period, on a straight-line basis, and was determined using the Black-Scholes option pricing model with the following weighted average assumptions: