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 2010

001-14832

(Commission File Number)

CELESTICA INC.

(Translation of registrant’s name into English)

844 Don Mills Road

Toronto, Ontario

Canada M3C 1V7

(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 July 2010

The following information filed with this Form 6-K is not 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 July 23, 2010, the text of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, including Celestica Inc.’s second quarter 2010 consolidated financial information.

·                  Press Release, dated July 23, 2010, the text of which is attached hereto as Exhibit 99.2 and is incorporate herein by reference.

·                  Press Release, dated July 23. 2010, the text of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Exhibits

99.1  -  Press Release, dated July 23, 2010

99.2  -  Press Release, dated July 23, 2010

99.3  -  Press Release, dated July 23, 2010

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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 July 23, 2010

99.2  -  Press Release, dated July 23, 2010

99.3  -  Press Release, dated July 23, 2010

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Ex 99.1

(All amounts in U.S. dollars.

Per share information based on diluted

shares outstanding unless noted otherwise).

CELESTICA ANNOUNCES SECOND QUARTER FINANCIAL RESULTS

Second Quarter 2010 Summary

·      Revenue of $1.59 billion, compared to $1.40 billion for the same period last year

·      GAAP net loss of $(6.1) million, or $(0.03) per share, compared to GAAP net earnings of $5.3 million, or $0.02 per share, last year

·      Non-GAAP adjusted net earnings of $0.21 per share, compared to $0.14 per share for the same period last year

·      Non-GAAP return on invested capital of 23.9%, compared to 17.9% last year

·      Non-GAAP operating margin of 3.4%, compared to 3.2% last year

·      Non-GAAP adjusted gross margin of 7.0%, compared to 7.5% last year

·      Inventory turns of 8.4x, compared to 7.8x turns last year

·      Celestica to expand healthcare capabilities through acquisition of Allied Panels GmbH

·      Celestica announces share repurchase plan

·      Third quarter of 2010 guidance: revenue of $1.55 billion - $1.65 billion, non-GAAP adjusted net earnings per share of $0.20 - $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 second quarter ended June 30, 2010.

Second Quarter and YTD Results

Revenue for the quarter was $1.59 billion, compared to $1.40 billion in the second quarter of 2009. GAAP net loss was $(6.1) million, or $(0.03) per share, compared to GAAP net earnings of $5.3 million, or $0.02 per share, for the same period last year.

Adjusted net earnings for the quarter were $48.3 million, or $0.21 per share, compared to adjusted net earnings of $31.1 million, or $0.14 per share, for the same period last year. The term adjusted net earnings is a non-GAAP measure defined as net earnings before stock-based compensation, amortization of intangible assets (excluding computer software), restructuring and other charges, and gains or losses related to the repurchase of shares or debt, net of tax adjustment and significant deferred tax write-offs or recoveries. Detailed GAAP financial statements and supplementary information related to adjusted net earnings and other non-GAAP measures appear at the end of this press release.

For the six months ended June 30, 2010, revenue was $3.10 billion, compared to $2.87 billion for the same period in 2009. GAAP net earnings were $19.8 million, or $0.09 per share, compared to $24.5 million, or $0.11 per share, for the same period last year. Adjusted net earnings for the six months ended June 30, 2010 were $91.4 million, or $0.39 per share, compared to $64.7 million, or $0.28 per share, for the same period in 2009.

more…

Second Quarter Results Compared to Guidance

The company’s revenue and adjusted net earnings per share for the second quarter of 2010 were within the company’s published guidance, announced on April 22, 2010, of revenue of $1.50 billion to $1.60 billion, and adjusted net earnings per share of $0.19 to $0.23.

“Celestica’s year-over-year increase in revenue reflects the progress the company is making toward achieving its revenue growth objectives in its targeted end markets,” said Craig Muhlhauser, President and Chief Executive Officer.  “Recent wins in our consumer, computing, industrial segments, and the after-market services business, are expected to further contribute to our revenue growth in the fourth quarter.”

Celestica to expand healthcare capabilities through acquisition of Allied Panels Entwicklungs-und Produktions GmbH (Allied Panels)

Celestica announced it has signed a definitive agreement to acquire Allied Panels, a medical engineering and manufacturing service provider, offering concept-to-full-production solutions in medical devices, with a core focus on diagnostic imaging products. The acquisition will expand Celestica’s capabilities in the healthcare diagnostic and imaging market. Allied Panels’ customers include GE Healthcare, Siemens Healthcare, Sonosite and SuperSonic Imagine. Allied Panels’ headquarters and main development and production centre is located in Frankenburg, Austria, with an additional engineering and manufacturing services center in Madison, Wisconsin, USA. With annual revenue of approximately 40 million euros, Allied Panels currently employs 130 people. This transaction is expected to close in the third quarter of 2010.

Celestica announces share repurchase plan

Celestica announced its intention to launch a Normal Course Issuer Bid (NCIB), subject to the approval of the Toronto Stock Exchange.  If approved, the company expects to be authorized to repurchase, at its discretion during the next 12 months, up to approximately 18 million, or 9%, of its subordinate voting shares on the open market subject to the normal terms and limitations of such bids.  The number of subordinate voting shares which may be purchased will be reduced by the number of subordinate voting shares purchased for employee equity-based incentive programs.  Any subordinate voting shares purchased by Celestica under the NCIB will be cancelled.

Third Quarter of 2010 Outlook

For the third quarter ending September 30, 2010, the company anticipates revenue to be in the range of $1.55 billion to $1.65 billion, and adjusted net earnings per share to be in the range of $0.20 to $0.24.  The company expects a negative $0.06 to $0.11 per share impact on a GAAP basis for the following items: quarterly stock-based compensation, amortization of intangible assets (excluding computer software) and restructuring charges.

Second Quarter Webcast

Management will host its quarterly results conference call today at 8:00 a.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 provides supplementary non-GAAP measures to consider in evaluating the company’s operating performance.  See Schedule I.

Management uses adjusted net earnings and other non-GAAP measures to assess operating performance and the effective use and allocation of resources; to provide more meaningful period-to-period comparisons of operating results, both internally and against operating results of competitors; to enhance investors’ understanding of the core operating results of our business; and to set management incentive targets.

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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.

Safe Harbor and Fair Disclosure Statement

This news release contains forward-looking statements related to our future growth, trends in our industry, our financial operational results including quarterly guidance and the impact of recent program wins on our financial results, our financial or operational performance, and our expectations regarding our proposed Normal Course Issuer Bid, including its approval, timing, and permitted number of shares to be repurchased thereunder.  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 electronics manufacturing services (EMS) industry, including changes in the trend for outsourcing; our dependence on a limited number of customers and end markets; variability of operating results among periods; the challenges of effectively managing our operations, including responding to significant changes in demand from our customers; the challenges of managing rising labor costs; our inability to retain or expand our business due to execution problems resulting from significant headcount reductions, plant closures and product transfer activities; the delays in the delivery and/or general availability of various components and materials used in our manufacturing process; our dependence on industries affected by rapid technological change; our ability to successfully manage our international operations; the challenge of managing our financial exposures to foreign currency fluctuations; the risk of potential non-performance by counterparties, including but not limited to financial institutions, customers and suppliers; and the risk of non-approval of our Normal Course Issuer Bid.  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 U.S. Securities and Exchange Commission and our Annual Information Form filed with the Canadian securities regulators. 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. Except as required by applicable law, 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 financial results for the second quarter ended June 30, 2010 and revenue, adjusted net earnings and GAAP net earnings guidance for the third quarter ending September 30, 2010.  Revenue and earnings guidance is reviewed by the Company’s Board of Directors.  Our revenue and earnings guidance is based on various assumptions 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 the following: forecasts from our customers, which range from 30 to 90 days and can fluctuate significantly in terms of volume and mix of products; 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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Schedule I

Supplementary Non-GAAP Measures

Our non-GAAP measures include gross profit, gross margin (gross profit as a percentage of revenue), selling, general and administrative expenses (SG&A), SG&A as a percentage of revenue, operating earnings (EBIAT), operating margin (EBIAT as a percentage of revenue), adjusted net earnings, adjusted net earnings per share, return on invested capital and free cash flow. In calculating these non-GAAP financial measures, management excludes the following items:  stock-based compensation, amortization of intangible assets (excluding amortization of computer software), restructuring and other charges (most significantly restructuring charges), the write-down of goodwill and long-lived assets, and gains or losses related to the repurchase of shares or debt, net of tax adjustment and significant deferred tax write-offs or recoveries.

These non-GAAP measures do not have any standardized meaning prescribed by Canadian or U.S. GAAP and are not necessarily comparable to similar measures presented by other companies. Non-GAAP measures are not measures of performance under Canadian or U.S. GAAP and should not be considered in isolation or as a substitute for any standardized measure under Canadian or U.S. GAAP.  The most significant limitation to management’s use of non-GAAP financial measures is that the charges and expenses excluded from the non-GAAP measures are nonetheless charges that are recognized under GAAP and that have an economic impact on the company.  Management compensates for these limitations primarily by issuing GAAP results to show a complete picture of the company’s performance, and reconciling non-GAAP results back to GAAP.

The economic substance of these exclusions and management’s rationale for excluding these from non-GAAP financial measures is provided below:

Stock-based compensation, which represents the estimated fair value of stock options and restricted stock units granted to employees, is excluded since grant activities vary significantly from quarter to quarter in both quantity and fair value.  In addition, excluding this expense allows us to better compare core operating results with those of our competitors who also generally exclude stock-based compensation from their core operating results, who may have different granting patterns and types of equity awards, and who may use different option valuation assumptions than we do. Prior to the fourth quarter of 2009, the company only excluded stock options from its non-GAAP measures.  Comparables for prior periods reflect the exclusion of stock options and restricted stock units.

Amortization charges (excluding computer software) consists of non-cash charges against intangible assets that are impacted by the timing and magnitude of acquired businesses.  Amortization of intangibles varies among competitors, and we believe that excluding these charges permits a better comparison of core operating results with those of our competitors who also generally exclude amortization charges.

Restructuring and other charges, which consist primarily of employee severance, lease termination and facility exit costs associated with closing and consolidating manufacturing facilities and reductions in infrastructure, are excluded because such charges are not directly related to ongoing operating results and do not reflect expected future operating expenses after completion of these activities.  We believe that excluding these charges permit a better comparison of our core operating results with those of our competitors who also generally exclude these costs in assessing operating performance.

Impairment charges, which consist of non-cash charges against goodwill and long-lived assets, result primarily when the carrying value of these assets exceeds their fair value.  These charges are excluded because they are generally non-recurring. In addition, our competitors may record impairment charges at different times and excluding these charges permits a better comparison of our core operating results with those of our competitors who also generally exclude these charges in assessing operating performance.

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Gains or losses related to the repurchase of shares or debt are excluded as these gains or losses do not impact core operating performance and vary significantly among our competitors who also generally exclude these charges in assessing operating performance.

Significant deferred tax write-offs or recoveries are excluded as these write-offs or recoveries do not impact core operating performance and vary significantly among our competitors who also generally exclude these charges in assessing operating performance.

The following table sets forth, for the periods indicated, a reconciliation of Canadian GAAP to non-GAAP measures (in millions of U.S. dollars, except per share amounts):

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(1)   EBIAT is defined as earnings before interest, amortization and income taxes.  EBIAT also excludes stock-based compensation, restructuring and other charges, and gains or losses related to the repurchase of shares or debt.

(2)   The adjustment to GAAP taxes is based on the estimated effective income tax rate expected to be applicable for the full fiscal period taking into account the tax effects on the non-GAAP adjustments.

(3)   Management uses ROIC as a measure to assess the effectiveness of the invested capital it uses to build products or provide services to its customers. Our ROIC measure includes operating margin, working capital management and asset utilization. ROIC is calculated by dividing EBIAT by average net invested capital. Net invested capital consists of total assets less cash, accounts payable, accrued liabilities and income taxes payable. We use a two-point average to calculate average net invested capital for the quarter. There is no comparable measure under Canadian or U.S. GAAP.

(4)   Management uses free cash flow as a measure, in addition to cash flow from operations, to assess operational cash flow performance. We believe free cash flow provides another level of transparency of our liquidity as it represents cash generated after the purchase of capital equipment and property (net of proceeds from sale of surplus equipment and property).

GUIDANCE SUMMARY

(5)   We expect a negative $0.06 to $0.11 per share impact on a GAAP basis for the following items: quarterly stock-based compensation, amortization of intangible assets (excluding computer software) and restructuring charges.

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CELESTICA INC.

CONSOLIDATED BALANCE SHEETS

(in millions of U.S. dollars)

(unaudited)

Contingencies (note 9).

Subsequent events (note 12).

See accompanying notes to unaudited consolidated financial statements.

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

2009 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 unaudited consolidated financial statements.

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

2009 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in millions of U.S. dollars)

(unaudited)

See accompanying notes to unaudited consolidated financial statements.

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

2009 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 6).

See accompanying notes to unaudited consolidated financial statements.

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

2009 annual consolidated financial statements.

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CELESTICA INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions of U.S. dollars)

(unaudited)

(1)          Includes subordinate voting shares and multiple voting shares.

(2)          From time to time, we pay cash for the purchase of shares in the open market by a trustee to satisfy our obligation to deliver shares upon vesting of share unit awards under our long-term incentive plans. During the first half of 2010, we paid $15.1 for the trustee’s purchase of approximately 1.6 million shares in connection with these plans.  At June 30, 2010, the trustee held 1.4 million shares in connection with these plans, which we classify for accounting purposes as treasury stock with an ascribed value of $13.1.  At June 30, 2009, the trustee did not hold any such shares that were classified as treasury stock for accounting purposes.

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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 and significant accounting policies:

We prepare our financial statements in accordance with generally accepted accounting principles (GAAP) in Canada.

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 2009 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 June 30, 2010 and the results of operations, comprehensive income (loss) and cash flows for the three and six months ended June 30, 2009 and 2010.

i)     Use of estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  We applied significant estimates and assumptions to our valuations against inventory and income taxes, to the amount and timing of restructuring charges or recoveries, to the fair values used in testing long-lived assets, and to valuing our pension costs.  We evaluate our estimates and assumptions on a regular basis, taking into account historical experience and other relevant factors. Actual results could differ materially from those estimates and assumptions.

During the second quarter of 2010, we recorded a net inventory valuation reversal of $3.0 through cost of sales to reflect increases in the value of our inventory, primarily due to changes in estimating net realizable values.

These unaudited interim consolidated financial statements are based upon accounting principles consistent with those used and described in the 2009 annual consolidated financial statements.

ii)    Recently issued accounting pronouncements:

(a)  International financial reporting standards (IFRS):

In February 2008, the Canadian Accounting Standards Board announced the adoption of IFRS 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 under IFRS.  Our preliminary IFRS accounting policy decisions are disclosed in our management’s discussion and analysis for the period ended June 30, 2010.

(b)  Business combinations:

In January 2009, the CICA issued Handbook Section 1582, “Business combinations,” which replaces the existing standards.  This section establishes the standards for the accounting of business combinations, and states that all assets and liabilities of an acquired business will be recorded at fair value.  Obligations for contingent consideration and contingencies will also be recorded at fair value at the acquisition date. The standard also states that acquisition-related costs and restructuring charges will be expensed as incurred. This standard is equivalent to the IFRS on business combinations. This standard is applied prospectively to business combinations with acquisition dates on or after January 1, 2011. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements unless we engage in a significant acquisition.

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CELESTICA INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

(unaudited)

(c) Multiple deliverable revenue arrangements:

In December 2009, the CICA issued EIC 175, “Multiple deliverable revenue arrangements,” which replaces the existing standards.  This abstract provides additional guidance for arrangements involving multiple deliverables including how consideration should be measured and allocated to the separate units of an arrangement.  This abstract is effective for 2011.  We are evaluating the impact of adopting this abstract on our consolidated financial statements.

2.     Acquisition:

In January 2010, we acquired the shares of Scotland-based Invec Solutions Limited (Invec) for a cash purchase price of $5.0. Invec provides warranty management, repair and parts management services to companies in the information technology and consumer electronics markets.  The amount of goodwill and intangible assets, primarily computer software assets, arising from this acquisition was $3.0 and $3.8, respectively. We are in the process of finalizing the valuation of certain items.  Accordingly, our fair value allocation is preliminary and is subject to refinement.

3.     Long-term debt:

(a)  Credit facility:

We have a revolving $200.0 credit facility with a maturity of April 2011.  We are required to comply with certain restrictive covenants relating to debt incurrence, the sale of assets, a change of control and certain financial covenants related to indebtedness, interest coverage and liquidity. Commitment fees for the first half of 2010 were $1.1. We were in compliance with all covenants at June 30, 2010.  Based on the required financial ratios at June 30, 2010, we have full access to this facility.

We also have uncommitted bank overdraft facilities available for intraday operating requirements which total $65.0 at June 30, 2010.

There were no borrowings outstanding under either of these facilities at June 30, 2010.

(b)  Senior Subordinated Notes:

In March 2009, we paid $149.7 to repurchase a portion of our Senior Subordinated Notes due 2011 (2011 Notes) and recognized a gain of $9.1 in other charges.  In March 2010, we paid $231.6 to repurchase the remaining Senior Subordinated Notes due 2013 and recognized a loss of $8.8 in other charges. At June 30, 2010, we had no outstanding debt.

During the first quarter of 2009, we terminated the interest rate swap agreements related to the 2011 Notes and received a $14.7 cash settlement. In connection with the termination of the swap agreements, we discontinued fair value hedge accounting and recorded a write-down, through other charges, of $15.6 in the carrying value of the embedded prepayment option on the 2011 Notes to fair value.

4.     Other charges: