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 24, 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 Condition

On October 24, 2011, the Company issued a press release announcing its financial results for the third quarter ended September 30, 2011. 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

Exhibit No.	Exhibit Description
99.1	Press Release dated October 24, 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:	October 24, 2011	By:	/s/ Kevin Eichler
			Name:	Kevin (Casey) Eichler
			Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated October 24, 2011

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Third Quarter 2011 Financial Results

Monday, October 24, 2011 4:45 pm EDT

Company In Line with Third Quarter Guidance and Strengthens Balance Sheet

HAYWARD, Calif., October 24, 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 third quarter of fiscal year 2011 ended September 30, 2011.

Revenue for the third quarter was $105.3 million, a decrease of 21.3% from the second quarter 2011 and a decrease of 11.1% from the same period a year ago.  Semiconductor revenue was 66% of total revenue for the third quarter compared to 74% in the previous quarter and revenue outside the US accounted for 28% of the total revenue for the third quarter compared to 31% for the previous quarter. Gross margin for the third quarter was 12.2%, compared to 14.2% for the second quarter 2011 and 14.5% for the third quarter a year ago.

The company recorded net income of $3.2 million, or $0.14 per share in the third quarter compared to net income of $7.0 million, or $0.30 per share in the second quarter of 2011 and net income of $6.7 million, or $0.29 per share for the third quarter of 2010.

Cash at the end of the third quarter 2011 was $37.9 million, an increase of $0.2 million from the prior quarter.  Net liquidity was $12.3 million, an increase of $0.9 million from the prior quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer stated: “Throughout the third quarter we experienced declining demand, primarily from our semiconductor equipment customers. Despite this industry wide challenge we were able to remain within our guidance for both revenue and earnings per share.  We are in the process of streamlining our operations with the goal of remaining profitable during this period of market softness. Our balance sheet is the strongest it has ever been and our cash position is at an all-time high.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “Revenue guidance for the fourth quarter 2011 is $75 million to $80 million, with earnings per share in the range of $0.00 to $0.02. This projection reflects continued declines in demand by our customers during the fourth quarter of 2011. We are forecasting a tax rate of 24% for the fourth quarter.”

Ultra Clean will conduct a conference call today, Monday, October 24, 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 855-859-2056 (domestic) and 404-537-3406 (international). The confirmation number for the live broadcast and replay is 13115046 (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 fourth 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 December 31, 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 Income

(Unaudited; in thousands, except per share data)

	For the three months ended						For the nine months ended
	September 30, 2011			October 1, 2010			September 30, 2011			October 1, 2010
Sales	$	105,306		$	118,486		$	365,766		$	322,831
Cost of goods sold		92,454			101,285			316,369			278,461
Gross profit		12,852			17,201			49,397			44,370
Operating expenses:
Research and development		1,252			1,455			4,294			3,951
Sales and marketing		1,679			1,861			5,754			4,923
General and administrative		5,611			5,359			17,359			15,781
Total operating expenses		8,542			8,675			27,407			24,655
Income from operations		4,310			8,526			21,990			19,715
Interest and other income (expense), net		(275	)		(237	)		(1,010	)		(534	)
Income before income taxes		4,035			8,289			20,980			19,181
Income tax provision		880			1,592			5,047			2,980
Net income	$	3,155		$	6,697		$	15,933		$	16,201
Net income per share:
Basic	$	0.14		$	0.31		$	0.70		$	0.75
Diluted	$	0.14		$	0.29		$	0.68		$	0.71
Shares used in computing net income per share:
Basic		22,804			21,891			22,666			21,702
Diluted		23,246			23,060			23,484			22,930

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	September 30,		December 31,
ASSETS	2011		2010
Current assets:
Cash and cash equivalents	$	37,872	$	34,654
Accounts receivable		47,670		54,589
Inventory		59,267		59,288
Other current assets		10,216		5,935
Total current assets		155,025		154,466
Equipment and leasehold improvements, net		10,293		8,971
Purchased intangibles, net		8,987		8,987
Other non-current assets		590		571
Total assets	$	174,895	$	172,995
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities
Bank borrowings	$	3,071	$	4,110
Accounts payable		26,931		45,957
Other current liabilities		11,506		7,654
Total current liabilities		41,508		57,721
Bank debt and other long-term liabilities		25,042		27,765
Total liabilities		66,550		85,486
Stockholders' equity
Common stock		104,362		99,459
Retained earnings (deficit)		3,983		(11,950	)
Total stockholders' equity		108,345		87,509
Total liabilities and stockholders' equity	$	174,895	$	172,995