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):  February 16, 2010
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 February 16, 2010, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter ended January 1, 2010. 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 February 16, 2010.

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:	February 16, 2010	By:	/s/ Kevin Eichler
			Name:	Kevin (Casey) Eichler
			Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Fourth Quarter and Fiscal Year 2009 Financial Results

Tuesday, February 16, 2010 4:30 pm EDT

Company Returns To Profitability With Strong Revenue Growth

HAYWARD, Calif., February 16, 2010 /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 energy industries, today reported its financial results for the fourth quarter and fiscal year 2009 ended January 1, 2010.  Revenue for the fourth quarter was $72.8 million, an increase of 76.1% from the third quarter 2009 and an increase of 54.6% from the same period a year ago.  Gross margin for the fourth quarter was 11.6%, compared to 7.9% for the third quarter 2009, and 0.9% for the same period a year ago. The company recorded net income of $2.5 million or $0.11 per share compared to a net loss of ($1.4) million, or ($0.07) per share, for the third quarter 2009.  Included in the $2.5 million net income in the fourth quarter is a tax benefit of $542,000, or $0.02 per share.  In the fourth quarter 2008, the company recorded a net loss of ($52.2) million, or ($2.45) per share, which included a $55.1 million one-time charge for impairment of goodwill and long-term assets.

For fiscal year 2009 revenue was $160.0 million, a decrease of $107 million, or 40.1%, from the same period a year ago. Gross margin for fiscal year 2009 was 5.0% compared to 9.5% for the same period a year ago. The company recorded a net loss of ($20.0) million or ($0.94) per share for fiscal year 2009 compared to a net loss of ($52.4) million, or ($2.43) per share, for the same period a year ago.  Included in the net loss for 2008 was a $55.1 million one-time charge for impairment of goodwill and long-term assets.

Cash at the end of the fourth quarter 2009 was $26.7 million, a decrease of $4.0 million from the prior quarter and third party debt at the end of the fourth quarter was $15.1 million, a decrease of $500,000 when compared to $15.6 million at the end of the third quarter 2009.  Inventory was $47.0 million, an increase of $10.4 million, compared to $36.6 million at the end of the third quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer stated: “We are very pleased that the fourth quarter of 2009 represented a return to profitability for UCT and that we were able to exceed both our revenue and EPS guidance for the quarter.  In addition to the continued dramatic growth in the semiconductor capital equipment market, we are very excited about our growth in the other related markets we serve.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “As we begin the new year, we are very optimistic about our continued growth and our expansion into other markets.  Revenue guidance for the first quarter is $82 million to $87 million, with earnings per share in the range of $0.10 to $0.14.  For the first quarter 2010 we are projecting a 10% tax rate.”

Ultra Clean will conduct a conference call today, Tuesday, February 16, 2010, 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 53412363 (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 energy 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, medical device, flat panel and energy 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 first quarter 2010 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 October 2, 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

510/576-4600

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	January 1,			January 2,
ASSETS	2010			2009
Current assets:
Cash and cash equivalents	$	26,697		$	29,620
Accounts receivable		34,787			13,790
Inventory		46,976			39,814
Other current assets		5,321			11,268
Total current assets		113,781			94,492
Equipment and leasehold improvements, net		7,450			8,954
Purchased intangibles, net		8,987			8,987
Other non-current assets		408			4,978
Total assets	$	130,626		$	117,411
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank borrowings	$	2,008		$	5,736
Accounts payable		46,098			11,275
Other current liabilities		4,264			4,284
Total current liabilities		52,370			21,295
Bank debt and other long-term liabilities		17,077			17,717
Total liabilities		69,447			39,012
Stockholders' equity
Common stock		93,226			90,420
Accumulated deficit		(32,047	)		(12,021	)
Total stockholders' equity		61,179			78,399
Total liabilities and stockholders' equity	$	130,626		$	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 twelve months ended
	January 1, 2010			January 2, 2009			January 1, 2010			January 2, 2009
Sales	$	72,781		$	47,070		$	159,757		$	266,919
Cost of goods sold		64,324			46,654			151,741			241,453
Gross profit		8,457			416			8,016			25,466
Operating expenses:
Research and development		777			1,029			3,212			2,904
Sales and marketing		1,471			1,315			4,693			5,739
General and administrative		4,077			5,516			16,186			24,226
Impairment of goodwill and long-lived assets		-			55,080			-			55,080
Total operating expenses		6,325			62,940			24,091			87,949
Income (loss) from operations		2,132			(62,524	)		(16,075	)		(62,483	)
Interest and other income (expense), net		(179	)		(44	)		(791	)		(870	)
Income (loss) before income taxes		1,953			(62,568	)		(16,866	)		(63,353	)
Income tax provision (benefit)		(542	)		(10,352	)		3,160			(10,936	)
Net income (loss)	$	2,495		$	(52,216	)	$	(20,026	)	$	(52,417	)
Net income (loss) per share:
Basic	$	0.12		$	(2.45	)	$	(0.94	)	$	(2.43	)
Diluted	$	0.11		$	(2.45	)	$	(0.94	)	$	(2.43	)
Shares used in computing
net income (loss) per share:
Basic		21,438			21,325			21,403			21,542
Diluted		22,630			21,325			21,403			21,542