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 14, 2011
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 14, 2011, the Company issued a press release announcing its financial results for the fourth quarter ended December 31, 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 14, 2011.

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 14, 2011	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 2010 Financial Results

Monday, February 14, 2011 4:45 pm EDT

Company Reports Record Revenue and Earnings for Fiscal 2010

HAYWARD, Calif., February 14, 2011 /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 fourth quarter of fiscal year 2010 ended December 31, 2010.  Revenue for the fourth quarter was $120.3 million, an increase of 1.5% from the third quarter 2010 and an increase of 65.3% from the same period a year ago.  Gross margin for the fourth quarter was 12.3%, compared to 14.5% for the third quarter 2010 and 11.6% for the same period a year ago. The company recorded net income o f $3.9 million, or $0.17 per share, compared to net income of $6.7 million, or $0.29 per share, for the third quarter 2010 and net income of $2.5 million, or $0.11 per share, for the fourth quarter of 2009.  Net income for the fourth quarter 2010 included one-time employment related cash charges of $400,000.

Cash at the end of the fourth quarter 2010 was $34.7 million, an increase of $6.9 million from the prior quarter.  Net inventory was $59.3 million at the end of the fourth quarter, a decrease of $4.8 million from the prior quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer stated: “In the fourth quarter of 2010 UCT again set an all-time record for revenue, however, our gross margins were lower than anticipated and remain a key focus of the company.  Our tax rate of 31% for the fourth quarter was unfavorably impacted by California legislation enacted in October which increased our effective tax rate for the quarter. The impact of this tax rate change was $730,000 in tax expense, or $0.03 per share. Moving ahead to the first quarter of 2011 we anticipate a continued increase in overall demand as well as continued progress in penetrating the HB-LED market”.

Commenting on Ultra Clean’s corporate guidance, Granger noted: “Revenue guidance for the first quarter 2011 is $119 million to $124 million, with earnings per share in the range of $0.19 to $0.23. We are forecasting a tax rate of 28%”.

Ultra Clean will conduct a conference call today, Monday, February 14, 2011, beginning at 1:45 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 replay is 40880314 (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 first quarter 2011 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 and quarterly report on Form 10-Q for the quarter ended October 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						For the twelve months ended
	December 31, 2010			January 1, 2010			December 31, 2010			January 1, 2010
Sales	$	120,303		$	72,781		$	443,134		$	159,757
Cost of goods sold		105,532			64,324			383,993			151,741
Gross profit		14,771			8,457			59,141			8,016
Operating expenses:
Research and development		1,536			777			5,487			3,212
Sales and marketing		1,959			1,471			6,887			4,693
General and administrative		5,516			4,077			21,290			16,186
Total operating expenses		9,011			6,325			33,664			24,091
Income (loss) from operations		5,760			2,132			25,477			(16,075	)
Interest and other income (expense), net		(131	)		(179	)		(667	)		(791	)
Income (loss) before income taxes		5,629			1,953			24,810			(16,866	)
Income tax provision (benefit)		1,733			(542	)		4,713			3,160
Net income (loss)	$	3,896		$	2,495		$	20,097		$	(20,026	)
Net income (loss) per share:
Basic	$	0.18		$	0.12		$	0.92		$	(0.94	)
Diluted	$	0.17		$	0.11		$	0.87		$	(0.94	)
Shares used in computing
net income (loss) per share:
Basic		22,051			21,438			21,799			21,403
Diluted		23,030			22,630			22,975			21,403

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

                                                        (Unaudited; in thousands)

	December 31,			January 1,
ASSETS	2010			2010
Current assets:
Cash and cash equivalents	$	34,654		$	26,697
Accounts receivable		54,589			34,787
Inventory		59,288			46,976
Prepaid expenses and other		5,935			6,005
Total current assets		154,466			114,465
Equipment and leasehold improvements, net		8,971			7,450
Purchased intangibles, net		8,987			8,987
Other non-current assets		571			408
Total assets	$	172,995		$	131,310
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	4,110		$	2,008
Accounts payable		45,957			46,098
Other current liabilities		7,654			4,948
Total current liabilities		57,721			53,054
Bank debt and other long-term liabilities		27,765			17,077
Total liabilities		85,486			70,131
Stockholders' equity:
Common stock		99,459			93,226
Accumulated deficit		(11,950	)		(32,047	)
Total stockholders' equity		87,509			61,179
Total liabilities and stockholders' equity	$	172,995		$	131,310