UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

SPECIALIZED DISCLOSURE REPORT

Celestica Inc.

(Exact name of the registrant as specified in its charter)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x                                  Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2013.

Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

This Form SD of Celestica Inc. (“Celestica” or the “Company”) is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2013 to December 31, 2013.

A copy of the Company’s Conflict Minerals Report is filed as Exhibit 1.02 hereto and is publicly available at www.celestica.com.

Item 1.02 Exhibit

As specified in Section 2, Item 2.01 of this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.02 to this report.

Section 2—Exhibits

Item 2.01 Exhibits

The following exhibit is filed as part of this report.

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 duly authorized undersigned.

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EXHIBIT INDEX

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Exhibit 1.02

Conflict Minerals Report of Celestica Inc.

For the reporting period from January 1, 2013 to December 31, 2013

This Conflict Mineral Report (CMR) of Celestica Inc. (“Celestica” or the “Company”) has been prepared pursuant to Rule 13p-1 (“Rule 13p-1”) and Form SD promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period of January 1, 2013 to December 31, 2013.

Introduction

Rule 13p-1 requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in such Rule are necessary to the functionality or production of those products.  The specified minerals are gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (the “Conflict Minerals”).  The “Covered Countries” for the purposes of Rule 13p-1 are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola.

Celestica is a multinational electronics manufacturing services (EMS) company headquartered in Toronto, Canada. The Company’s global network is comprised of approximately 20 facilities in 15 countries in the Americas, Europe and Asia.  The Company manufactures, or contracts to manufacture, certain products for which Conflict Minerals are necessary to their functionality or production.

Celestica builds products for a wide variety of leading OEMs (original equipment manufacturers), to be marketed under the OEMs’ brands. Typically, the OEM specifies all parts to be included in the product through an Approved Vendor List (AVL). As a result, Celestica does not control the selection of suppliers or materials sources unless specifically instructed to do so by its customers.

Description of the Company’s Products Covered by this CMR

This CMR relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2013.

These products, which are referred to in this CMR collectively as the “Covered Products,”  consist of printed circuit board assemblies and complete system builds for the following end products: wireless controllers, network switches (Communications equipment), servers, routers (Enterprise Computing equipment), measuring devices, scanner control devices, automated teller machine control boards, power delivery systems (industrial equipment), in-flight entertainment modules, cockpit control systems (Aerospace and Defense products), digital radiography and ultrasound imaging control boards (HealthTech devices), photovoltaic solar panels (Renewable Energy equipment) and wafer fabrication equipment modules and automation (Capital Equipment).

The Company’s Reasonable Country of Origin Inquiry and Due Diligence Process

In accordance with Rule 13p-1, the Company has conducted in good faith a reasonable country of origin inquiry (RCOI) regarding the Conflict Minerals necessary to the functionality or production of the products it manufactures or contracts to manufacture.  This RCOI was reasonably designed to determine whether any of such Conflict Minerals originated in the Covered Countries and whether any of such Conflict Minerals may be from recycled or scrap sources.

To facilitate its RCOI, Celestica engaged Source Intelligence as a third-party information management service provider.  Source Intelligence engaged with the Company’s immediate (Tier 1) suppliers to collect information about the presence and sourcing of Conflict Minerals used in products and components supplied to the Company. Information was collected by using the Electronic Industry Citizenship Coalition (EICC) and Global e-Sustainability Initiative (GeSI) Conflict Minerals Due Diligence Template (EICC-GeSI Template).

As 2013 was the first reporting year under Rule 13p-1, the Company’s efforts included providing its Conflict Minerals Policy (described below) to its Tier 1 suppliers and educating them on the Company’s position regarding Conflict Minerals sourcing practices and the requirements of the Rule. The Company established a cloud-based transparency system for its Conflict Minerals supply chain, and disseminated and collected information to and from its suppliers on their sourcing practices using the EICC-GeSI Template.

Supplier responses were evaluated for plausibility, consistency, and gaps both in terms of which products were stated to contain or not contain necessary Conflict Minerals, as well as their origin. Additional supplier contacts were conducted to address various issues, including implausible statements regarding no presence of Conflict Minerals, incomplete data on the EICC-GeSI Template, responses that did not identify smelters or refiners, responses which indicated a sourcing location without complete supporting information from the supply chain, and organizations that were identified as smelter or refiners, but not verified as such through further analysis and research.

In addition to the RCOI, the Company also exercised due diligence on the source and chain of custody of its necessary Conflict Minerals where the Company, based on its RCOI, had reason to believe that such Conflict Minerals may have originated in the Covered Countries and may not be from recycled or scrap sources.

The following criteria were used to determine which supply chains and associated smelters or refiners (SORs) were moved to the due diligence step:

·                                          Supplier reported sourcing from Covered Countries;

·                                          Provided SOR data indicated sourcing from a mine located in the Covered Countries;

·                                          Listed SOR has been reported to source from a mine located in the Covered Countries (based on information contained within the Source Intelligence system, from independent certification programs, or from Internet research/available public reports);

·                                          An indication that the SOR sourced from a Covered Country or a Level 21 country; or

·                                          Information provided about the SOR indicated the origin of the materials was not from a known reserve.

With respect to 2013, the EICC-GeSI template was sent to suppliers identified by the Company as potentially “in-scope” for Conflict Minerals regulatory purposes.  The survey response rate (after all follow-ups were complete) was 24% (representing approximately 60% of the manufacturing parts Celestica sourced from all suppliers). Of these responding suppliers, 59% responded “yes” as to having one or more Conflict Minerals as necessary to the functionality or production of the products and/or components they supply to Celestica, and/or responded “yes” as to having sourced such Conflict Minerals from the Covered Countries.

Responding suppliers identified an aggregate of 299 individual SORs used by such suppliers (responses did not identify SORs used in the products or components supplied specifically to Celestica), which are listed below.

The Company’s due diligence measures were designed to conform to the framework in the Organization for Economic Cooperation and Development’s (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and accompanying Supplements2.

The Company’s supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacturer of the Covered Products and the original sources of Conflict Minerals.  The Company does not purchase Conflict Minerals directly from mines, smelters or refiners.  The Company must therefore rely on its suppliers to provide information regarding the origin of Conflict Minerals that are included in the Covered Products.  However, because the Company believes that the smelters and refiners of the Conflict Minerals are best situated to identify the sources of Conflict Minerals, the Company has also taken steps to identify the applicable smelters and refiners of Conflict Minerals in the Company’s supply chain.

The OECD Guidance identifies five due diligence steps:

Step 1: Establish Strong Company Management Systems

Step 2: Identify and Assess Risks in the Supply Chain

Step 3: Design and Implement a Strategy to Respond to Identified Risks

Step 4: Carry out Independent Third-Part Audit of Smelter/Refiner’s Due Diligence

Step 5: Report Annually on Supply Chain Due Diligence

It is important to note that the OECD Guidance was written for both upstream3 and downstream4 companies in the supply chain. As Celestica is a downstream company in the supply chain, its due diligence practices were tailored accordingly.

1  As described by the Conflict-Free Sourcing Initiative, Level 2 Countries are “known or plausible countries” for smuggling, export out of the Covered Countries, or transit of material containing Conflict Minerals, and currently consist of Kenya, Mozambique, South Africa and the United Arab Emirates.

2  OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Supplement on Tin, Tantalum and Tungsten and Supplement on Gold, 2013; http://www.oecd.org/daf/inv/mne/GuidanceEdition2.pdf.

In addition to the RCOI described in detail above, the following constitute the procedures the Company used to identify supply chain risks in relation to Conflict Minerals in the Covered Products, and the due diligence activities undertaken to respond to those risks.

OECD Guidance Step 1: Establish strong company management systems

A management system is a framework of policies, procedures, processes and even organizational structure that will enable a company to complete all tasks necessary to achieve its objectives. Celestica has established such a system by taking the following steps.

Adopt a conflict minerals policy

Celestica’s Conflict Minerals policy is publicly available at www.celestica.com. It states:

The mining and trading of Coltan (the metal ore from which Tantalum is extracted), Wolframite (the metal ore from which Tungsten is extracted), Cassiterite (the metal ore from which Tin is extracted), and Gold, and their respective derivatives, originating from the Democratic Republic of Congo (“DRC”) or adjoining countries (the “DRC Region”) has financed conflict, resulting in widespread human rights violations and environmental degradation. Section 1502(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Conflict Minerals Law”) requires SEC reporting companies to undertake an inquiry as to the source and chain of custody of conflict minerals and to make certain disclosures in connection therewith.

Celestica fully supports the objectives of this legislation, which aims to minimize violence and environmental damage in the DRC Region. We will comply with all applicable obligations under the Conflict Minerals Law. Celestica expects that all suppliers will comply with the Conflict Minerals Law and provide all necessary declarations using the EICC/GeSI Conflict Minerals Reporting Template. These measures will be used in conjunction with industry initiatives such as the Conflict-Free Smelter Program to reasonably assure that the Conflict Minerals in the products we manufacture or contract to manufacture do not directly or indirectly finance or benefit unauthorized armed groups in the DRC Region. Celestica will assess future business with suppliers who are noncompliant with this policy.

Celestica is committed to ethical practices and compliance with applicable laws and regulations wherever it does business.

Assemble an internal team to support supply chain due diligence

Celestica has established a management system for Conflict Minerals. This management system includes an internal Conflict Minerals steering committee made up of senior management from Corporate Compliance, Finance, Supply Chain Management and Commodity Management functions, and a Supply Chain Management (SCM) Environmental Engineering team to manage Conflict Minerals

3  Upstream companies refer to those between the mine and SOR. As such, the companies typically include miners, local traders, or exporters from the country of mineral origin, international concentrate traders and SORs.

4  Downstream companies refer to those entities between the SOR and retailer. As such, the companies typically include metal traders and exchanges, component manufacturers, product manufacturers, original equipment manufacturers (OEMs) and retailers.

activities. The steering committee is updated on the results of Celestica’s due diligence efforts on a regular basis.

Establish a system of controls and transparency over the mineral supply chain

To provide better transparency within Celestica’s mineral supply chains and to facilitate communication of policies and expectations, Celestica engaged Source Intelligence to complement internal management processes.  The Source Intelligence on-line system is used to identify suppliers in Celestica’s mineral supply chains and the relationships between them (e.g., Tier 1, Tier 2, etc.), collect, store, and review information on Conflict Minerals sourcing practices, track information on SORs, and flag risks based on SOR sourcing practices. This system is designed to allow collection and housing of data on supply chain circumstances which can be updated to reflect changing realities within the supply chain, such as new customer-supplier relationships, new products, etc.

Celestica teamed with Source Intelligence to engage with suppliers as part of its Conflict Minerals management system. Engagement consisted of multiple communication outreaches through email and phone to educate suppliers on Celestica’s expectations for sourcing and Conflict Minerals policy, and the requirements of Rule 13p-1.  Suppliers were provided various avenues to obtain additional information and guidance regarding Celestica’s Conflict Minerals compliance program, including an on-line supplier education portal (http://www.sourceintelligence.com/supplier/), and contact email addresses and telephone numbers for obtaining answers to questions and/or guidance on completing the information request.

OECD Guidance Step 2: Identify and Assess Risks in the Supply Chain

The following steps are recommended by the OECD to identify and assess risks in mineral supply chains.

Identify the Smelters or Refiners (SORs) in the supply chain

The Company attempted to obtain information on identified SORs using the Source Intelligence SOR database, Internet searches, other research activities (e.g., government databases and industry and trade organization lists), and contact with suppliers providing SOR information on their reporting templates The Company also followed up where a sourcing location provided (country of mine origin) is not believed to be a known reserve for the given metal.

Engage with SORs to obtain mine of origin and transit routes and assess whether SORs have carried out all elements of due diligence for responsible supply chains of minerals from conflict-affected and high-risk areas

Identified SORs were matched against available lists of processors that have been certified as “conflict free” by internationally-recognized industry validation schemes, such as the CFSI Conflict-Free Smelter Program, the London Bullion Market Association Responsible Gold Audit Programme and the Responsible Jewellery Council’s Chain-of-Custody Certification Program. Suppliers and products associated with certified SORs were assumed to meet the OECD Guidance due diligence standards and responsibly source their materials.

If the SOR was not certified by an internationally-recognized scheme, Source Intelligence attempted to contact the SOR up to three times to gain more information about its sourcing practices, including countries of origin and transfer, and whether there were any internal due diligence procedures in place or other processes the SOR takes to track the chain-of-custody on the source of its mineral ores. Relevant information requested included whether

the SOR had a documented, effective and communicated conflict-free policy, and/or an accounting system and documentation to support traceability of materials.

OECD Guidance Step 3: Design and Implement a Strategy to Respond to Identified Risks

Celestica implemented the following measures to address high risk SORs5.

Report findings to senior management

A monthly update is provided to Celestica’s Conflict Minerals steering committee on the progress and findings of the RCOI and due diligence.

Devise and adopt a risk management plan, monitor and track risk mitigation, and evaluate supplier relationship

Celestica is an electronic manufacturing services (EMS) company that builds products for leading OEMs according to specifications provided by the OEM to Celestica. Typically, the OEM specifies all parts included in the product through an Approved Vendor List (AVL). As a result, Celestica does not control selection of suppliers or materials sources unless specifically instructed to do so by its customers. Whenever a risk is identified, Celestica will inform the customer of the risk in the supply chain and work with such customer to manage and mitigate the risk.

For parts that Celestica designs or over which Celestica has engineering control, if a risk is identified, Celestica will work with its suppliers to express its concerns about providing revenue to armed groups within the DRC and adjoining countries. Celestica will work with suppliers to provide a roadmap intended to ensure that the Conflict Minerals they supply to Celestica will be DRC Conflict Free. If a supplier refuses to comply, Celestica will assess future business with the supplier.

Undertake additional fact and risk assessments for risks requiring mitigation, or after a change of circumstances

The Source Intelligence system includes an online platform for storing and managing Conflict Minerals information. This system is updated in real time as information about and from Celestica’s mineral supply chain is obtained. By participating in this system, which contains information from companies and suppliers in the apparel, electronics, manufacturing and industrial, oil and gas, and retail industries, Celestica can benefit from additional intelligence, thereby creating a more comprehensive and robust risk assessment. Celestica has access to the data platform and is able to report to senior management on current circumstances. Celestica’s executive level staff is also given monthly updates on efforts and progress surrounding Conflict Minerals.

OECD Guidance Step 4: Carry out Independent Third-Party Audit of Smelter/Refiner’s Due Diligence

This OECD step does not require or define audits for downstream companies.  However, downstream companies can support these audits by supporting or joining industry organizations.

5  SORS were considered high risk when they met the criteria of OECD Red Flags, i.e., Level 2 or Covered Country sourcing or sourcing from unknown reserves.

Celestica does not typically have a direct relationship with Conflict Minerals smelters or refiners and does not perform direct audits of these entities within its supply chain. However, as a member of the EICC, Celestica is a participant in the Conflict Free Sourcing Initiative (CFSI), a joint initiative between the EICC and the Global e-Sustainability Initiative (GeSI). Celestica participates in the ongoing discussions and updates of the CFSI Conflict-Free Smelter program (CFSP), an audit program designed to validate SORs’ sourcing practices.  Through the CFSP validation process, which is voluntary, an independent third party audits the procurement and processing activities of a SOR to determine if it showed sufficient documentation to demonstrate with reasonable confidence that the minerals the SOR processed originated from conflict free sources.

OECD Guidance Step 5: Report Annually on Supply Chain Due Diligence.

In fulfilling this step, Celestica’s Conflict Minerals steering committee:

a.              Provided management with periodic process updates during the reporting period and through the filing date;

b.              Informed management of due diligence efforts and results; and

c.               Completed and filed this Conflict Minerals Report, and the Form SD to which it relates, which are publicly available at www.celestica.com.

Based on the information obtained in the Company’s due diligence process, the Company does not have sufficient information to determine all facilities used to process all Conflict Minerals in the Covered Products.  With respect to the 299 SORs identified as used by the Company’s suppliers, 190 are EICC-GeSI known smelters and refineries. Among these 190 SORs, 67 were certified as conflict-free by the CFSP and listed on the Conflict Free Smelter Program’s website as conflict-free certified. The 299 SOR facilities that were identified pursuant to the due diligence process are set forth below.

Identified SORs certified as “conflict free” under the CFSP:

Note:

CFSP — Conflict-Free Smelter Program

LBMA — London Bullion Market Association

RJC — Responsible Jewellery Council

Identified SORs not certified as “conflict free” by the CFSP:

Based on the information obtained in the Company’s due diligence process, the Company does not have sufficient information to determine the country of origin of all Conflict Minerals in the Covered Products.  However, based on the information that has been obtained, the Company has reasonably determined that the countries of origin of

its necessary Conflict Minerals include those set forth below.  The Company’s efforts to determine the mine(s) or location of origin with the greatest possible specificity are described in the RCOI and due diligence discussion above.

Given the response rate of Celestica’s suppliers to its RCOI and due diligence inquiries, the fact that not all of the SORs identified by the Company’s suppliers are certified by an independent third-party as “conflict-free”, the fact that the SOR information obtained from suppliers did not correspond specifically to products/components supplied to the Company, and because necessary Conflict Minerals in a particular Covered Product may be sourced from multiple SORs, although the Company was able to determine that certain of its necessary Conflict Minerals in the Covered Products were from Covered Countries (as described above), it could not determine the country of origin for all Covered Products.  In addition, based on the foregoing, the Company was unable to determine whether the necessary Conflict Minerals in the Covered Products that were from the Covered Countries were from recycled or scrap sources, or came from sources that directly or indirectly financed or benefitted armed groups in the Covered Countries, as such term is defined in Rule 13p-1.  Of all responding suppliers in the Company’s due diligence process, none indicated (at any point during the RCOI or due diligence process) that it had sourced Conflict Minerals to the Company that directly or indirectly benefitted or financed armed groups (as that terms is defined in Rule 13p-1) in the Covered Countries.

Celestica intends to undertake the following steps during subsequent compliance periods to improve the due diligence conducted to further determine whether Conflict Minerals in its Covered Products are sourced from the Covered Countries, or are from recycled or scrap sources, and to mitigate the risk that its necessary Conflict Minerals sourced from Covered Countries finance or benefit armed groups, including:

·                  Increase the response rate during the RCOI process;

·                  Review and update the list of products and associated suppliers designated as “in-scope”;

·                  Engaging each “in-scope” supplier to re-verify and update sourcing information as appropriate;

·                  Continue to engage with suppliers to obtain current, accurate and complete information about the supply chain;

·                  Encourage suppliers to implement responsible sourcing;

·                  Participate in industry initiatives encouraging “conflict-free” supply chains; and

·                  Continue to compare RCOI and due diligence results to information collected via independent conflict-free smelter validation programs such as the EICC/GeSI Conflict Free Smelter program