Ultra Clean Holdings Inc
For the period ended Dec 27, 2024. Filed Feb 25, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 25, 2025
UCTT$46.71+1.8%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a)The following documents are filed as part of this Form 10-K:
- Financial Statements:
| Reports of Independent Registered Public Accounting Firms | 41 |
|---|---|
| Consolidated Balance Sheets | 44 |
| Consolidated Statements of Operations | 45 |
| Consolidated Statements of Comprehensive Income (Loss) | 46 |
| Consolidated Statements of Cash Flows | 47 |
| Consolidated Statements of Stockholders’ Equity | 49 |
| Notes to Consolidated Financial Statements | 50 |
Financial statement schedules not listed have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
Exhibits
Exhibit Index
| ExhibitNumber | Description | Form | File No. | Filing Date | Exhibit | FiledHerewith |
|---|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated as of July 24, 2018, among Quantum Global Technologies, LLC, Ultra Clean Holdings, Inc., Falcon Merger Subsidiary, LLC and G-Squared Partners, LLC (as the representative of the unitholders of the Company) | 8-K | 000-50646 | July 25, 2018 | 2.1 | |
| 2.2 | Agreement and Plan of Merger by and among Ultra Clean Holdings, Inc., Sir Daibus Ltd., Bealish Ltd. and Ham-Let (Israel – Canada) Ltd. | 8-K | 000-50646 | December 17, 2020 | 2.1 | |
| 2.3 | HIS Merger Agreement | X | ||||
| 3.1 | Amended and Restated Certificate of Incorporation of Ultra Clean Holdings, Inc. | S-1/A | 333-11904 | March 2, 2004 | 3.1 | |
| 3.2 | Amended and Restated Bylaws of Ultra Clean Holdings, Inc. | 10-Q | 000-50646 | May 2, 2016 | 3.1 | |
| 4.1 | Specimen Stock Certificate | S-1/A | 333-11904 | March 8, 2004 | 4.1 | |
| 4.2 | Description of Securities Registered Under Section 12 of the Exchange Act | 10-K | 000-50646 | March 6, 2024 | 4.2 | |
| 10.1† | Ultra Clean Holdings, Inc. Amended and Restated Stock Incentive Plan (amended and restated as of May 17, 2023) | 10-K | 000-50646 | March 6, 2024 | 10.1 | |
| 10.2† | Form of Stock Option Agreement | S-1/A | 333-11904 | March 8, 2004 | 10.6 | |
| 10.3† | Form of Award Agreement | S-1/A | 333-11904 | March 8, 2004 | 10.13 | |
| 10.4† | Form of Restricted Stock Unit Award Agreement | 10-K | 000-50646 | March 12, 2008 | 10.18 | |
| 10.5† | Employee Stock Purchase Plan (amended and restated as of May 17, 2023) | 10-K | 000-50646 | March 6, 2024 | 10.5 | |
| 10.6† | Form of Indemnification Agreement between Ultra Clean Holdings, Inc. and each of its directors and executive officers | S-1/A | 333-11904 | March 2, 2004 | 10.10 | |
| 10.7† | Severance Policy for Executive Officers (amended as of October 26, 2018) | 8-K | 000-50646 | November 1, 2018 | 10.1 | |
| 10.8† | Offer Letter between Ultra Clean Holdings, Inc. and James P. Scholhamer dated January 3, 2015 | 8-K | 000-50646 | January 5, 2015 | 99.1 | |
| ExhibitNumber · Description · Form · File No. · Filing Date · Exhibit · FiledHerewith | |||||
|---|---|---|---|---|---|
| 10.9† | Change in Control Severance Agreement dated as of January 19, 2015 by and between Ultra Clean Holdings, Inc. and James P. Scholhamer | 10-K | 000-50646 | March 11, 2015 | 10.18 |
| 10.10† | Promotion Letter between Ultra Clean Holdings, Inc. and Sheri Savage (previously Sheri Brumm) dated February 18, 2016 | 10-K | 000-50646 | March 9, 2016 | 10.18 |
| 10.11† | Offer Letter between Ultra Clean Holdings, Inc. and Sheri Savage (previously Sheri Brumm) dated July 7, 2016 | 8-K | 000-50646 | July 12, 2016 | 99.1 |
| 10.12† | Change in Control Severance Agreement between Ultra Clean Holdings, Inc. and Sheri Savage (previously Sheri Brumm) dated July 7, 2016 | 8-K | 000-50646 | July 12, 2016 | 99.2 |
| 10.13† | Amendment to Offer Letter and Change in Control Severance Agreement dated as of July 25, 2017 by and between Ultra Clean Holdings, Inc. and James P. Scholhamer | 10-Q | 000-50646 | August 9, 2017 | 10.2 |
| 10.14 | Credit Agreement, dated as of August 27, 2018, among Ultra Clean Holdings, Inc., Barclays Bank PLC, as administrative agent, and the lenders party thereto | 8-K | 000-50646 | August 31, 2018 | 10.1 |
| 10.15 | Guarantee and Collateral Agreement in favor of Barclays Bank PLC and the other Lenders party thereto, dated as of August 27, 2018, made by Ultra Clean Holdings, Inc. and the other Grantors referred to therein and from time to time party thereto | 8-K | 000-50646 | August 31, 2018 | 10.2 |
| 10.16 | Amendment Agreement, dated as of October 1, 2018, among Ultra Clean Holdings, Inc., any Subsidiary Borrowers, Barclays Bank PLC, as administrative agent, and the lenders party thereto | 8-K | 000-50646 | October 4, 2018 | 10.1 |
| 10.17 | Second Amendment, dated as of March 31, 2021, by and among Ultra Clean Holdings, Inc., the subsidiaries of Ultra Clean Holdings, Inc. party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto | 8-K | 000-50646 | April 5, 2021 | 10.1 |
| ExhibitNumber | Description | Form | File No. | Filing Date | Exhibit | FiledHerewith |
|---|---|---|---|---|---|---|
| 10.18 | Third Amendment, dated as of August 19, 2022, by and among Ultra Clean Holdings, Inc., the subsidiaries of Ultra Clean Holdings, Inc. party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto | 8-K | 000-50646 | August 20, 2022 | 10.1 | |
| 10.19 | Fourth Amendment, dated as of June 29, 2023, by and among Ultra Clean Holdings, Inc., the subsidiaries of Ultra Clean Holdings, Inc. party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto | 8-K | 000-50646 | July 6, 2023 | 10.1 | |
| 10.20 | Fifth Amendment, dated as of July 27, 2023, by and among Ultra Clean Holdings, Inc., the subsidiaries of Ultra Clean Holdings, Inc. party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto | 8-K | 000-50646 | August 1, 2023 | 10.1 | |
| 10.21 | Sixth Amendment, dated as of April 4, 2024, by and among Ultra Clean Holdings, Inc., Barclays Bank PLC, as administrative agent and the lenders party thereto | 8-K | 000-50646 | April 9, 2024 | 10.1 | |
| 10.22 | Seventh Amendment, dated as of October 8, 2024, by and among Ultra Clean Holdings, Inc., the subsidiaries of Ultra Clean Holdings, Inc. party thereto, Barclays Bank PLC, as administrative agent and the lenders party thereto | 8-K | 000-50646 | October 10, 2024 | 10.1 | |
| 10.23† | Form of Change in Control Severance Agreement for Executive Officers | 8-K | 000-50646 | November 1, 2018 | 10.2 | |
| 19.1 | Ultra Clean Holdings, Inc. Insider Trading Policy | X | ||||
| 21.1 | Subsidiaries of Ultra Clean Holdings, Inc. | X | ||||
| 23.1 | Consent of Pricewaterhouse Coopers LLP, Independent Registered Public Accounting Firm | X | ||||
| 23.2 | Consent of Moss Adams LLP, Independent Registered Public Accounting Firm | X | ||||
| 24.1 | Power of Attorney (included on signature page) | X | ||||
| ExhibitNumber · Description · Form · File No. · Filing Date · Exhibit · FiledHerewith | |||||
|---|---|---|---|---|---|
| 31.1 · Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · X | |||||
| 31.2 · Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 · X | |||||
| 32.1 · Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X | |||||
| 32.2 · Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · X | |||||
| 97.1 | Compensation Recoupment Policy | 10-K | 000-50646 | March 6, 2024 | 97.1 |
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
†Denotes management contract or compensatory plan.
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