8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 26, 2009
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
	Delaware
	(State or Other Jurisdiction of Incorporation)
000-50646		61-1430858
(Commission File Number)		(IRS Employer Identification No.)
26462 CORPORATE AVENUE, HAYWARD, CA		94545
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (510) 576-4400
n/a
(Former Name or Former Address, if Changed Since Last Report)
___________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Conditions

On October 26, 2009, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended October 2, 2009. A copy of the press release announcing the Company’s financial results is included as an exhibit to and incorporated by reference in this Current Report on Form 8-K. This Current Report on Form 8-K is furnished pursuant to Item 2.02 of Form 8-K and is not intended to be incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless expressly incorporated by reference in such filings.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1:             Earnings Press Release issued by Ultra Clean Holdings, Inc., dated October 26, 2009.

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 hereunto duly authorized.

		ULTRA CLEAN HOLDINGS, INC.
Date:	October 26, 2009	By:	/s/ Kevin Eichler
			Name:	Kevin Eichler
			Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Q3 ’09 Financial Results

Monday, October 26, 2009 4:30 pm EDT

Results Exceed Guidance as Revenue Increases 78% Sequentially

HAYWARD, Calif., October 26, 2009 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor capital equipment, medical device, research, flat panel and solar industries, today reported its financial results for the third quarter of 2009 ended October 2.  Revenue for the third quarter of 2009 was $41.3 million, an increase of 78% from the second quarter of 2009 and a decrease of 31% from the same period a year ago.  Gross margin for the third quarter of 2009 was 7.9%, compared to (3.7%) for the second quarter of 2009, and 9.1% for the same period a year ago.

The company recorded a net loss of ($1.4) million or ($0.07) per share compared to a net loss of ($14.1) million or ($0.66) per share, for the second quarter of 2009 and a net loss of ($1.9) million, or ($0.09) per share, for the same period a year ago.  Included in the ($0.66) loss per share in the second quarter was a one-time charge for a tax valuation allowance of $7.0 million or $0.33 per share.

Cash at the end of the third quarter of 2009 was $30.7 million, an increase of $0.5 million from $30.2 million at the end of the second quarter of 2009. Third party debt at the end of the third quarter was $15.6 million, a decrease of $0.5 million from $16.1 million at the end of the second quarter of 2009.  Net cash at the end of the third quarter of 2009 increased $1.0 million to $15.1 million from $14.1 million reported at the end of the second quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer stated: “We are extremely pleased that business conditions in the semiconductor capital equipment industry are recovering at a faster rate than anticipated.  Ultra Clean’s 78% revenue growth in the third quarter far exceeded our expectations and is primarily attributed to growth in semiconductor capital equipment demand. Further, I am very proud of the success we have had in maintaining a strong balance sheet and our increased cash position in a difficult business environment.”

Commenting on Ultra Clean’s corporate outlook, Granger noted: “As we move forward into the fourth quarter, we are projecting further revenue growth and a return to profitability.  Our revenue guidance for the fourth quarter is $58 million to $63 million, with earnings per share in the range of $0.01 to $0.06.  I would also like to thank all of our employees for their personal sacrifices during the downturn and their continued commitment to making Ultra Clean a successful company.”

Ultra Clean will conduct a conference call today, Monday, October 26, 2009, beginning at 2:00 p.m. PDT at 888-561-5097 (domestic) and 706-679-7569 (international). A replay of the webcast will be available for fourteen days following the conference call at 800-642-1687 (domestic) and 706-645-9291 (international). The confirmation number for the live broadcast and replays is 35241175 (all callers). The conference call will also be webcast live and be available for fourteen days on our website.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems for the semiconductor capital equipment, medical device, research, flat panel and solar industries. Ultra Clean offers its customers an integrated outsourced solution for gas delivery systems and other subassemblies, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities. Ultra Clean's customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, solar and medical device industries. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward- looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "believes," "plan," "expect," "future,"' "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and similar expressions to identify these forward-looking statements. Forward looking statements included in the press release include estimates made with respect to our fourth quarter 2009 revenue and earnings per share. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, our actual results may differ materially from the results predicted or implied by these forward- looking statements. These risks, uncertainties and other factors include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended January 2, 2009 and quarterly report on Form 10-Q for the quarter ended July 3, 2009, filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information future developments or otherwise.

Contact:

Ultra Clean Holdings, Inc.

Casey Eichler

CFO

510/576-4704

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	October 2,			January 2,
ASSETS	2009			2009
Current assets:
Cash and cash equivalents	$	30,695		$	29,620
Accounts receivable		15,515			13,790
Inventory		36,571			39,814
Other current assets		5,624			11,268
Total current assets		88,405			94,492
Equipment and leasehold improvements, net		7,363			8,954
Purchased intangibles, net		8,987			8,987
Other non-current assets		286			4,978
Total assets	$	105,041		$	117,411
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	1,989		$	5,736
Accounts payable		23,103			11,275
Other current liabilities		3,904			4,284
Total current liabilities		28,996			21,295
Bank debt and other long-term liabilities		17,976			17,717
Total liabilities		46,972			39,012
Stockholders' equity:
Common stock		92,611			90,420
Accumulated deficit		(34,542	)		(12,021	)
Total stockholders' equity		58,069			78,399
Total liabilities and stockholders' equity	$	105,041		$	117,411

Ultra Clean Holdings, Inc

Condensed Consolidated Statements of Operations

(Unaudited; in thousands, except per share data)

	For the three months ended						For the nine months ended
	October 2, 2009			September 26, 2008			October 2, 2009			September 26, 2008
Sales	$	41,324		$	60,128		$	86,976		$	219,849
Cost of goods sold		38,041			54,660			87,417			194,799
Gross profit (loss)		3,283			5,468			(441	)		25,050
Operating expenses:
Research and development		771			484			2,435			1,875
Sales and marketing		1,027			1,464			3,222			4,424
General and administrative		3,250			5,828			12,109			18,710
Total operating expenses		5,048			7,776			17,766			25,009
Income (loss) from operations		(1,765	)		(2,308	)		(18,207	)		41
Interest and other income (expense), net		(189	)		(236	)		(612	)		(826	)
Loss before income taxes		(1,954	)		(2,544	)		(18,819	)		(785	)
Income tax provision (benefit)		(536	)		(616	)		3,702			(584	)
Net loss	$	(1,418	)	$	(1,928	)	$	(22,521	)	$	(201	)
Net loss per share:
Basic	$	(0.07	)	$	(0.09	)	$	(1.05	)	$	(0.01	)
Diluted	$	(0.07	)	$	(0.09	)	$	(1.05	)	$	(0.01	)
Shares used in computing
net loss per share:
Basic		21,419			21,708			21,363			21,639
Diluted		21,419			21,708			21,363			21,639