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Ultra Clean Reports Q2 '09 Financial Results

Results in Line with Guidance as Industry Forecast Improves

HAYWARD, Calif., Aug. 3 -- Ultra Clean Holdings, Inc. , 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 second quarter of 2009 ended July 3, 2009. Revenue for the second quarter of 2009 was $23.3 million, an increase of 4% from the first quarter of 2009 and a decrease of 66% from the same period a year ago. Gross margin (loss) for the second quarter of 2009 was (4%), compared to (13%) for the first quarter of 2009, and 11% for the same period a year ago.

On a GAAP basis, the company recorded a net loss of ($14.1) million or ($0.66) per share compared to a net loss of ($7.0) million or ($0.33) per share, for the first quarter of 2009 and net loss of ($0.2) million, or ($0.01) per share, for the same period a year ago. The second quarter 2009 net loss per share is inclusive of a non-cash income tax valuation allowance of $10.0 million or $0.47 per share. The non-GAAP net loss was ($4.1) million or ($0.19) per share during the second quarter of 2009.

Clarence Granger, Ultra Clean's Chairman and Chief Executive Officer commented: "We exceeded the mid-range of our second quarter revenue and EPS guidance on a non-GAAP basis in what continued to be a challenging economic environment."

Cash at the end of the second quarter of 2009 was $30.2 million, an increase of $0.4 million from $29.8 million at the end of the first quarter of 2009. Third party debt at the end of the second quarter was $16.1 million, a decrease of $1.2 million from $17.3 million at the end of the first quarter of 2009. Net cash at the end of the second quarter of 2009 increased $1.6 million to $14.1 from $12.5 reported at the end of the first quarter.

Commenting on Ultra Clean's financial condition and corporate outlook, Granger noted, "During these turbulent times, we are steadfast in our commitment to maintain a strong balance sheet and focus on cash flow. While we remain cautious about the long-term outlook, we are seeing an improvement in business conditions during the second half of 2009. Revenue for the third quarter of 2009 will be in the range of $30 million to $36 million, and loss per share will be in the range of $(0.09) to $(0.17), on a non-GAAP basis. On a GAAP basis, loss per share will be in the range of $(0.16) to $(0.24) including the tax valuation allowance."

Ultra Clean will conduct a conference call today, Monday, August 3, 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 20630569 (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 third quarter 2009 revenue and loss 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 April 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.

                          Ultra Clean Holdings, Inc
               Condensed Consolidated Statements of Operations
               (Unaudited; in thousands, except per share data)

                                      For the three        For the six
                                       months ended       months ended
                                      --------------      -------------
                                     July 3,  June 27   July 3,   June 27,
                                      2009      2008     2009       2008
                                     -------  -------   -------   --------
    Sales                            $23,252  $67,364   $45,652   $159,721

    Cost of goods sold                24,106   59,842    49,376    140,139
                                      ------   ------    ------    -------

    Gross profit (loss)                 (854)   7,522    (3,724)    19,582
                                        ----    -----    ------     ------

    Operating expenses:
      Research and development           748      606     1,664      1,391
      Sales and marketing              1,165    1,327     2,195      2,960
      General and administrative       3,517    6,252     8,859     12,882
                                       -----    -----     -----     ------
            Total operating
             expenses                  5,430    8,185    12,718     17,233
                                       -----    -----    ------     ------

    Income (loss) from operations     (6,284)    (663)  (16,442)     2,349
                                      ------     ----   -------      -----

    Interest and other income
     (expense), net                     (228)    (246)     (423)      (590)
                                        ----     ----      ----       ----

    Income (loss) before income
     taxes                            (6,512)    (909)  (16,865)     1,759

    Income tax provision (benefit)     7,551     (747)    4,238         32
                                       -----     ----     -----         --

    Net income (loss)               $(14,063)   $(162) $(21,103)    $1,727
                                    ========    =====  ========     ======

    Net income (loss) per share:
      Basic                           $(0.66)  $(0.01)   $(0.99)     $0.08
      Diluted                         $(0.66)  $(0.01)   $(0.99)     $0.08

    Shares used in computing
    net income (loss) per share:
      Basic                           21,379   21,643    21,341     21,604
      Diluted                         21,379   21,643    21,341     22,126

             Ultra Clean Holdings, Inc
       Condensed Consolidated Balance Sheets
             (Unaudited; in thousands)

                                 July 3,   January 2,
  ASSETS                          2009       2009
                                  ----       ----

  Current assets:
     Cash and cash equivalents $30,200    $29,620
     Accounts receivable        10,326     13,790
     Inventory                  32,022     39,814
     Other current assets        5,056     11,268
                                 -----     ------
        Total current assets    77,604     94,492

  Equipment and leasehold
   improvements, net             7,812      8,954
  Purchased intangibles, net     8,987      8,987
  Other non-current assets         306      4,978
                                   ---      -----
        Total assets           $94,709   $117,411
                               =======   ========

  LIABILITIES & STOCKHOLDERS' EQUITY
  Current liabilities
    Bank borrowings             $1,971    $5,736
    Accounts payable            11,192    11,275
    Other current
     liabilities                 3,955     4,284
                                 -----     -----
        Total current
         liabilities            17,118    21,295

  Bank debt and other
   long-term liabilities        18,685    17,717
                                ------    ------
        Total liabilities       35,803    39,012

  Stockholders' equity
    Common stock                92,030    90,420
    Accumulated deficit        (33,124)  (12,021)
                               -------   -------
    Total stockholders' equity  58,906    78,399
                                ------    ------
  Total liabilities and
   stockholders' equity        $94,709  $117,411
                               =======  ========

             Ultra Clean Holding, Inc.
                 Financial Bridge
           August 3, 2009 Press Release

                                                   Net Charge  EPS Impact
                                                     July 3,     July 3,
  Reconciliation of GAAP Net Loss to Non-GAAP
   Net Loss                                            2009        2009
                                                       ----        ----
  GAAP net loss                                    $(14,063)     $(0.66)
     Tax valuation allowance                          7,551        0.35
     Tax benefit                                      2,421        0.12
                                                      -----        ----
  Non-GAAP net loss                                 $(4,091)     $(0.19)
                                                    =======      ======

  Diluted shares used in computing net loss per share            21,379
                                                                 ======

                                                   Net Charge  EPS Impact
                                                     July 3,     July 3,
  GAAP Net Loss on a Cash Basis                        2009        2009
                                                       ----        ----
  Net loss                                         $(14,063)     $(0.66)
  Adjustments to reconcile net loss to net cash:
    Depreciation and amortization                       646        0.03
    Stock-based compensation                            775        0.04
                                                        ---        ----
  Adjusted income on a cash basis                  $(12,642)     $(0.59)
                                                   ========      ======

  Diluted shares used in computing net loss per share            21,379
                                                                 ======