2. Safe Harbor
This presentation 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,", “projection”, “outlook”, “forecast”, "believes," "plan," "expect," "future,"' "intends," "may," "will," "estimates," "predicts,"
and similar expressions to identify these forward-looking statements. Forward looking statements included in this presentation include our
expectations about achieving our longer-term revenue and profitability goals and with respect to our first quarter 2017 outlook. All
forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company’s actual results may differ
materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also
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 25, 2015 as filed with the Securities and
Exchange Commission and subsequently filed quarterly reports on Form 10-Q. Additional information will also be set forth in our annual
report on Form 10-K for the year ended December 30, 2016. 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 unless required by law.
Management uses non-GAAP net income and non-GAAP net income per diluted share to evaluate the Company's operating and financial
results. The Company believes the presentation of non-GAAP results is useful to investors for analyzing our core business and business
trends and comparing performance to prior periods, along with enhancing investors' ability to view the Company's results from
management's perspective. The presentation of this additional information should not be considered a substitute for results prepared in
accordance with GAAP. Tables presenting reconciliations of non-GAAP results to U.S. GAAP results are included in the Appendix.
2
Non-GAAP
3. 3 Main Drivers for 2017
– 2017 WFE spending to increase on 3D NAND & node transitions in 10nm Logic & 1x DRAM
– Our primary customers are concentrated in Deposition & Etch; fastest growing areas of WFE
– High OEM factory capacity utilization is driving a strong push for expanded outsourcing
• Share gain opportunities for the strongest suppliers with the broadest capabilities
• Ability to manufacture major modules across the customer’s entire tool is fueling strong growth
3
UCT Highlights
Leading outsourcing manufacturer
for the semiconductor capital equipment industry
Source: Gartner Oct 2016, SEMI WSEMS and UCT estimates
7. 7
Winning Strategy
Primary Focus on Semiconductors
Broaden Critical
Process Capabilities
Make Strategic
Investments
Increase UCT
Content on
Platforms
Deepen Engagement
with Existing Customers
& Add New Customers
8. GAS
FOUNDING
CAPABILITY
8
Expanding Critical Capabilities to Capture New Opportunities
Chemical Delivery Sub-Systems
Complete Assemblies
LIQUID
DELIVERY
ASSEMBLY
INTEGRATION
& TEST
Manufactured
Components
FRAMES PROTOTYPE
MACHINING
MACHINING
METALS
PLASTIC
MODULES
SHEET METAL
FORMING
THERMAL
PRODUCTS
9. 9
UCT Expert Outsourcing Partner
MANUFACTURING
INTEGRATION & TEST
PROTOTYPING/
DEVELOPMENT
MANUFACTURING
ENGINEERING
SUPPLY CHAIN MANAGEMENT
Design for manufacturability (DFM)
Partnering with customers for new product requirements
Network of global, strategic suppliers
Comprehensive new product introduction process
Sub-system through full tool integration
10. External Use10
Now Addressing Major Modules in Semiconductor Equipment
Wafer transfer: 10 – 20% 15 – 30%
Factory Interface
Vacuum Transfer
Process Chamber: 55 – 70% 50 – 75%
Gas Panel: 15 – 20% 0 – 10%
TYPICAL CVD & ETCH TOOL COST
OTHER PROCESS
TOOL TYPES
Source: UCT estimates.
11. 11
UCT Strong Growth in Semiconductor Equipment
Strategy to focus on semiconductor
successful
• 20% revenue increase in 2016
– New module wins
– Strong Etch & CVD markets
• Semi revenue currently represents 90%
• In addition to strong gas panel core business,
new modules driving further growth
Non-semi now dominated by Display
• Resurgence in display due to OLED and going
forward Gen 10+
2012
2013
2014
2015
2016
$345
$390
$423 $433
$508
(in $M)
14. • Outperforming a growing Semiconductor WFE market
• Rapidly expanding opportunities in customer’s major modules
• Delivering what customers need (OTD, quality, cost)
• Industry trends reinforce leading position as potential supply
chain consolidator
• Key partner to top customers
14
Compelling UCT Opportunity
Winning
Strategy
Strong
Margins
Improving
Profitability
Solid Cash
Generation
16. (in thousands)
Three months ended:
Dec. 25, 2015
Three months ended:
Mar 25, 2016
Three months ended:
June 24, 2016
Three months ended:
Sept. 23, 2016
Three months ended:
Dec. 30, 2016
Reported net income on a GAAP basis $15,788 $(3,239) $723 $2,614 $9,953
Amortization of intangible assets (1) $2,170 $1,440 $1,440 $1,438 $1,439
Executive transition costs (2) $421 - - $925 -
Restructuring charges (3) $245 $177 $70 $(105) $109
Acquisition costs (4) - - - - -
Impairment of “Held for Sale” Assets (5) - - - - $666
Termination of Contractual Obligation (6) - - - - $438
Income tax effect of non-GAAP adjustments (7) $(794) $(385) $(406) $(574) $(549)
Income tax effect of valuation allowance (8) $13,424 $1,876 $1,384 $1,391 $(49)
Non-GAAP net income $(322) $(131) $3,211 $5,689 $12,007
16
Reconciliation: GAAP Net Income to Non-GAAP Net Income
(1) Amortization of intangible assets related to the Company's acquisitions of AIT, Marchi and Miconex
(2) Represents expense for termination benefits paid to former executives of the Company
(3) Adjustment to previous restructuring reserve related to the abandonment of one of the Company's facilities
(4) Costs incurred related to the acquisition of Marchi and Miconex
(5) Impairment of assets classified as “held for sale” related to our 3D printing business in Singapore
(6) Amount paid related to the termination of a long-term contractual obligation to our 3D printing business in Singapore
(7) Tax effect on amortization of intangible assets, executive transition costs, restructuring charges, acquisition costs, impairment charges, and buy-out costs based on the non-GAAP tax rate
(8) The Company's GAAP tax expense is substantially higher than the Company's non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company's non-
GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect
17. (in thousands)
Three months ended:
Dec. 25, 2015
Three months ended:
Mar 25, 2016
Three months ended:
June 24, 2016
Three months ended:
Sept. 23, 2016
Three months ended:
Dec. 30, 2016
Reported income from operations on a GAAP basis $(3,314) $(698) $3,719 $6,700 $12,670
Amortization of intangible assets (1) $2,170 $1,440 $1,440 $1,438 $1,439
Executive transition costs (2) $421 - - $925 -
Restructuring charges (3) $245 $177 $70 $(105) $109
Acquisition costs (4) - - - - -
Impairment of “Held for Sale” Assets (5) - - - - $666
Termination of Contractual Obligation (6) - - - - $438
Non-GAAP income from operations $(478) $919 $5,229 $8,958 $15,322
17
Reconciliation: GAAP Income from Operations to Non-GAAP
Income from Operations
(1) Amortization of intangible assets related to the Company's acquisitions of AIT, Marchi and Miconex
(2) Represents expense for termination benefits paid to former executives of the Company
(3) Adjustment to previous restructuring reserve related to the abandonment of one of the Company's facilities
(4) Costs incurred related to the acquisition of Marchi and Miconex
(5) Impairment of assets classified as “held for sale” related to our 3D printing business in Singapore
(6) Amount paid related to the termination of a long-term contractual obligation to our 3D printing business in Singapore
18. Three months ended:
Dec. 25, 2015
Three months ended:
March 25, 2016
Three months ended:
June 24, 2016
Three months ended:
Sept. 23, 2016
Three months ended:
Dec. 30, 2016
Reported net income on a GAAP basis $(0.49) $(0.10) $0.02 $0.08 $0.30
Amortization of intangible assets (1) $0.07 $0.04 $0.05 $0.04 $0.04
Executive transition costs (2) $0.01 - - $0.03 -
Restructuring charges (3) $0.01 $0.01 $0.00 $0.00 -
Acquisition costs (4) - - - - -
Impairment of “Held for Sale” Assets (5) - - - - $0.02
Termination of Contractual Obligation (6) - - - - $0.01
Income tax effect of non-GAAP adjustments (7) $(0.03) $(0.01) $(0.01) $(0.02) $(0.01)
Income tax effect of valuation allowance (8) $0.42 $0.06 $0.04 $0.04 -
Non-GAAP net income $(0.01) $(0.00) $0.10 $0.17 $0.36
Weighted average number of diluted shares (k) 32,212 32,309 32,792 33,100 33,526
18
Reconciliation: GAAP Earnings Per Diluted Share to Non-
GAAP Earnings Per Diluted Share
(1) Amortization of intangible assets related to the Company's acquisitions of AIT, Marchi and Miconex
(2) Represents expense for termination benefits paid to former executives of the Company
(3) Adjustment to previous restructuring reserve related to the abandonment of one of the Company's facilities
(4) Costs incurred related to the acquisition of Marchi and Miconex
(5) Impairment of assets classified as “held for sale” related to our 3D printing business in Singapore
(6) Amount paid related to the termination of a long-term contractual obligation to our 3D printing business in Singapore
(7) Tax effect on amortization of intangible assets, executive transition costs, restructuring charges, acquisition costs, impairment charges, and buy-out costs based on the non-GAAP tax rate
(8) The Company's GAAP tax expense is substantially higher than the Company's non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company's non-
GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect