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):  April 26, 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 April 26, 2010, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended April 2, 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 April 26, 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:	April 26, 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 First Quarter 2010 Financial Results

Monday, April 26, 2010 4:30 pm EDT

Company Reports 35% Sequential Revenue Growth and Increased Profitability

HAYWARD, Calif., April 26, 2010 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries, today reported its financial results for the first quarter of fiscal year 2010 ended April 2, 2010.  Revenue for the first quarter was $98.5 million, an increase of 35% from the fourth quarter 2009 and an increase of 340% from the same period a year ago.  Gross margin for the first quarter was 12.6%, compared to 11.6% for the fourth quarter 2009 and (12.8)% for the same period a year ago. The company recorded net income of $3.9 million, or $0.17 per share, compared to a net profit of $2.5 million, or $0.11 per share, for the fourth quarter 2009 and a net loss of $7.0 million, or $(0.33) per share, for the first quarter of 2009.

Cash at the end of the first quarter 2010 was $27.7 million, an increase of $1.0 million from the prior quarter.  Net inventory was $56.7 million, an increase of $9.7 million, compared to $47.0 million at the end of the fourth quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer stated: “The results of our first quarter of 2010 represent continued revenue and profitability growth for Ultra Clean and we are very pleased that for the second straight quarter we were able to exceed both our revenue and EPS guidance for the quarter.  In addition to the continued growth in the semiconductor capital equipment market we continue to be excited about our growth opportunities in the other related markets we serve. We expect to expand our gross margin as a percent of revenue during the balance of the year through improved manufacturing efficiencies and increased utilization of our Shanghai and Singapore facilities.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “As we move into the second quarter we are very optimistic about our growth in profitability and our expansion into other markets.  Revenue guidance for the second quarter is $95 million to $100 million, with earnings per share in the range of $0.17 to $0.21.”

Ultra Clean will conduct a conference call today, Monday, April 26, 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 68219580 (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, flat panel, medical, energy and research 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, medical, energy and research 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 second 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 1, 2010, 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 Statements of Operations

(Unaudited; in thousands, except per share data)

	For the three months ended
	April 2, 2010				January 1, 2010				April 3, 2009
Sales	$	98,467			$	72,781			$	22,400
Cost of goods sold		86,091				64,324				25,270
Gross profit (loss)		12,376		12.6%		8,457		11.6%		(2,870	)	(12.8%)
Operating expenses:
Research and development		1,057				777				916
Sales and marketing		1,633				1,471				1,030
General and administrative		5,063				4,077				5,342
Total operating expenses		7,753		7.9%		6,325		8.7%		7,288		32.5%)
Income (loss) from operations		4,623		4.7%		2,132		2.9%		(10,158	)	(45.3%)
Interest and other income (expense), net		(155	)			(179	)			(195	)
Income (loss) before income taxes		4,468				1,953				(10,353	)
Income tax provision (benefit)		618				(542	)			(3,313	)
Net income (loss)	$	3,850		3.9%	$	2,495		3.4%	$	(7,040	)	(31.4%)
Net income (loss) per share:
Basic	$	0.18			$	0.12			$	(0.33	)
Diluted	$	0.17			$	0.11			$	(0.33	)
Shares used in computing
Net income (loss) per share:
Basic		21,501				21,438				21,301
Diluted		22,918				22,630				21,301

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	April 2,			January 1,
ASSETS	2010			2010
Current assets:
Cash and cash equivalents	$	27,744		$	26,697
Accounts receivable		45,522			34,787
Inventory		56,694			46,976
Other current assets		2,346			6,005
Total current assets		132,306			114,465
Equipment and leasehold improvements, net		7,847			7,450
Purchased intangibles, net		8,987			8,987
Other non-current assets		395			408
Total assets	$	149,535		$	131,310
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank borrowings	$	2,027		$	2,008
Accounts payable		54,304			46,098
Other current liabilities		6,948			4,948
Total current liabilities		63,279			53,054
Bank debt and other long-term liabilities		20,402			17,077
Total liabilities		83,681			70,131
Stockholders' equity
Common stock		94,051			93,226
Accumulated deficit		(28,197	)		(32,047	)
Total stockholders' equity		65,854			61,179
Total liabilities and stockholders' equity	$	149,535		$	131,310