##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended MARCH 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 0-14709
 HUTCHINSON TECHNOLOGY INCORPORATED
  MINNESOTA
    
    41-0901840(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)40 WEST HIGHLAND PARK DRIVE N.E., HUTCHINSON,MINNESOTA
    
    55350(Address of principal executive offices)
    
    (Zip code)
 (320) 587-3797
 
 
  þ o
  Large accelerated filer oAccelerated filer þNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o  o þ




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TABLE OF CONTENTS  ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 6. EXHIBITSSIGNATURESINDEX TO EXHIBITSForm of Incentive Stock Option AgreementForm of Incentive Stock Option AgreementAmendment to Second Amended and Restated Loan AgreementRule 13a-14(a)/15d-14(a) Certification of Chief Executive OfficerRule 13a-14(a)/15d-14(a) Certification of Chief Financial OfficerSection 1350 Certifications    Table of Contents  PART I. FINANCIAL INFORMATION
 HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS  UNAUDITED
 March 30,
    
    
    September 30,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    106,421
    
    
    $
    64,509Short-term investments (Note 4)
    
    
    85,313
    
    
    
    233,043Trade receivables, net
    
    
    75,975
    
    
    
    101,997Other receivables
    
    
    15,082
    
    
    
    20,529Inventories
    
    
    81,086
    
    
    
    61,183Deferred tax assets (Note 8)
    
    
    10,073
    
    
    
    8,582Other current assets (Note 9)
    
    
    6,554
    
    
    
    7,444Total current assets
    
    
    380,504
    
    
    
    497,287Long-term investments (Note 4)
    
    
    93,752
    
    
    
    Property, plant and equipment, net
    
    
    440,254
    
    
    
    457,883Deferred tax assets (Note 8)
    
    
    78,838
    
    
    
    79,008Other assets (Note 9)
    
    
    12,529
    
    
    
    15,811$
    1,005,877
    
    
    $
    1,049,989LIABILITIES AND SHAREHOLDERS INVESTMENTCurrent liabilities:Current maturities of long-term debt
    
    $
    1,393
    
    
    $
    1,344Accounts payable
    
    
    29,239
    
    
    
    29,528Accrued expenses
    
    
    15,461
    
    
    
    16,535Accrued compensation
    
    
    23,745
    
    
    
    21,257Total current liabilities
    
    
    69,838
    
    
    
    68,664Convertible subordinated notes
    
    
    375,000
    
    
    
    375,000Long-term debt, less current maturities
    
    
    3,234
    
    
    
    3,944Uncertain tax positions (Note 8)
    
    
    6,107
    
    
    
    Other long-term liabilities
    
    
    1,828
    
    
    
    2,834Shareholders investment:Common stock, $.01 par value, 100,000,000 shares authorized,
23,527,000 and 26,074,000 issued and outstanding
    
    
    235
    
    
    
    261Additional paid-in capital
    
    
    378,105
    
    
    
    411,349Accumulated other comprehensive (loss) gain
    
    
    (8,148
    )
    
    
    29Accumulated earnings
    
    
    179,678
    
    
    
    187,908Total shareholders investment
    
    
    549,870
    
    
    
    599,547$
    1,005,877
    
    
    $
    1,049,989
  2




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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 30,
    
    
    March 25,
    
    
    March 30,
    
    
    March 25,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales
    
    $
    143,844
    
    
    $
    170,681
    
    
    $
    316,921
    
    
    $
    359,563Cost of sales
    
    
    124,903
    
    
    
    140,720
    
    
    
    265,063
    
    
    
    293,992Gross profit
    
    
    18,941
    
    
    
    29,961
    
    
    
    51,858
    
    
    
    65,571Research and development expenses
    
    
    10,260
    
    
    
    16,197
    
    
    
    20,670
    
    
    
    30,306Selling, general and administrative expenses
    
    
    18,436
    
    
    
    19,014
    
    
    
    36,799
    
    
    
    38,531Litigation charge (Note 15)
    
    
    
    
    
    
    
    
    
    
    2,494
    
    
    
    Loss from operations
    
    
    (9,755
    )
    
    
    (5,250
    )
    
    
    (8,105
    )
    
    
    (3,266
    )Other income, net
    
    
    688
    
    
    
    960
    
    
    
    1,329
    
    
    
    2,770Interest income
    
    
    3,642
    
    
    
    3,879
    
    
    
    7,915
    
    
    
    7,568Interest expense
    
    
    (2,912
    )
    
    
    (2,537
    )
    
    
    (5,872
    )
    
    
    (4,846
    )(Loss) income before income taxes
    
    
    (8,337
    )
    
    
    (2,948
    )
    
    
    (4,733
    )
    
    
    2,226(Benefit) provision for income taxes
    
    
    (2,100
    )
    
    
    698
    
    
    
    (786
    )
    
    
    59Net (loss) income
    
    $
    (6,237
    )
    
    $
    (3,646
    )
    
    $
    (3,947
    )
    
    $
    2,167Basic (loss) earnings per share
    
    $
    (0.25
    )
    
    $
    (0.14
    )
    
    $
    (0.15
    )
    
    $
    0.08Diluted (loss) earnings per share
    
    $
    (0.25
    )
    
    $
    (0.14
    )
    
    $
    (0.15
    )
    
    $
    0.08Weighted-average common shares outstanding
    
    
    25,254
    
    
    
    25,986
    
    
    
    25,747
    
    
    
    25,927Weighted-average common and diluted shares
outstanding
    
    
    25,254
    
    
    
    25,986
    
    
    
    25,747
    
    
    
    26,002
  3




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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 Twenty-Six Weeks EndedMarch 30,
    
    
    March 25,2008
    
    
    2007OPERATING ACTIVITIES:Net (loss) income
    
    $
    (3,947
    )
    
    $
    2,167Adjustments to reconcile net (loss) income to cash provided by
operating activities:Depreciation and amortization
    
    
    55,551
    
    
    
    56,734Stock-based compensation
    
    
    2,953
    
    
    
    2,184Benefit for deferred taxes (Note 8)
    
    
    (1,278
    )
    
    
    (7,646
    )Loss on disposal of assets
    
    
    570
    
    
    
    33Litigation charge (Note 15)
    
    
    2,494
    
    
    
    Changes in operating assets and liabilities (Note 13)
    
    
    17,402
    
    
    
    10,340Cash provided by operating activities
    
    
    73,745
    
    
    
    63,812INVESTING ACTIVITIES:Capital expenditures
    
    
    (36,875
    )
    
    
    (62,927
    )Purchases of marketable securities
    
    
    (785,301
    )
    
    
    (819,066
    )Sales/maturities of marketable securities
    
    
    831,510
    
    
    
    803,749Cash provided by (used for) investing activities
    
    
    9,334
    
    
    
    (78,244
    )FINANCING ACTIVITIES:Net proceeds from issuance of common stock
    
    
    7,215
    
    
    
    6,154Repayment of long-term debt
    
    
    (661
    )
    
    
    (617
    )Repurchase of common stock
    
    
    (47,721
    )
    
    
    Cash (used for) provided by financing activities
    
    
    (41,167
    )
    
    
    5,537Net increase (decrease) in cash and cash equivalents
    
    
    41,912
    
    
    
    (8,895
    )Cash and cash equivalents at beginning of period
    
    
    64,509
    
    
    
    40,331Cash and cash equivalents at end of period
    
    $
    106,421
    
    
    $
    31,436
  4




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HUTCHINSON TECHNOLOGY INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 When we refer to we, our, us, the company or HTI, we mean Hutchinson Technology
Incorporated and its subsidiaries. Unless otherwise indicated, references to 2009 mean our fiscal
year ending September 27, 2009, references to 2008 mean our fiscal year ending September 28,
2008, references to 2007 mean our fiscal year ended September 30, 2007, references to 2006 mean
our fiscal year ended September 24, 2006, references to 2005 mean our fiscal year ended September
25, 2005, references to 2004 mean our fiscal year ended September 26, 2004, references to 2003
mean our fiscal year ended September 28, 2003 and references to 2002 mean our fiscal year ended
September 29, 2002.
 (1) BASIS OF PRESENTATION
  (2) ACCOUNTING PRONOUNCEMENTS
    5




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(3) BUSINESS AND CUSTOMERS
   Percentage of Net SalesThirteen Weeks Ended
    
    Twenty-Six Weeks EndedMarch 30,
    
    March 25,
    
    March 30,
    
    March 25,2008
    
    2007
    
    2008
    
    2007Five Largest Customers
    
    
    98
    %
    
    
    87
    %
    
    
    96
    %
    
    
    86
    %Sales to Major Customers:Seagate Technology LLC
    
    
    31
    %
    
    
    29
    %
    
    
    31
    %
    
    
    26
    %Western Digital Corporation
    
    
    31
    %
    
    
    16
    %
    
    
    27
    %
    
    
    16
    %SAE Magnetics, Ltd./TDK
    
    
    29
    %
    
    
    26
    %
    
    
    30
    %
    
    
    27
    %Fujitsu Limited
    
    
    7
    %
    
    
    7
    %
    
    
    7
    %
    
    
    7
    %Alps Electric Co., Ltd.
    
    
    0
    %
    
    
    9
    %
    
    
    1
    %
    
    
    10
    %
 (4) INVESTMENTS
  6




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Cost
    
    
    Gross Unrealized
    
    
    RecordedBasis
    
    
    Gains
    
    
    Losses
    
    
    BasisShort-term investments
Government securities
    
    $
    85,477
    
    
    $
    
    
    
    $
    164
    
    
    $
    85,313Long-term investments
Auction-rate securities
    
    
    101,300
    
    
    
    
    
    
    
    7,548
    
    
    
    93,752$
    186,777
    
    
    $
    
    
    
    $
    7,712
    
    
    $
    179,065
     7




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(5) TRADE RECEIVABLES
   Increases in the
    
    Reductions in theAllowance Related
    
    Allowance forSeptember 30,
    
    to Warranties
    
    Returns Under
    
    March 30,2007
    
    Issued
    
    Warranties
    
    2008$397
    
    $
    3,076
    
    
    $
    (2,949
    )
    
    $
    524
 (6) INVENTORIES
  March 30,
    
    
    September 30,2008
    
    
    2007Raw materials
    
    $
    28,539
    
    
    $
    21,108Work in process
    
    
    14,212
    
    
    
    11,980Finished goods
    
    
    38,335
    
    
    
    28,095$
    81,086
    
    
    $
    61,183
 (7) EARNINGS (LOSS) PER SHARE
  8




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Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 30,
    
    
    March 25,
    
    
    March 30,
    
    
    March 25,2008
    
    
    2007
    
    
    2008
    
    
    2007Net (loss) income
    
    $
    (6,237
    )
    
    $
    (3,646
    )
    
    $
    (3,947
    )
    
    $
    2,167Plus: interest expense on convertible
subordinated notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Less: additional profit-sharing expense
and income tax provisions
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss) income available to common
shareholders
    
    $
    (6,237
    )
    
    $
    (3,646
    )
    
    $
    (3,947
    )
    
    $
    2,167Weighted-average common shares outstanding
    
    
    25,254
    
    
    
    25,986
    
    
    
    25,747
    
    
    
    25,927Dilutive potential common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75Weighted-average common and diluted
shares outstanding
    
    
    25,254
    
    
    
    25,986
    
    
    
    25,747
    
    
    
    26,002Basic (loss) earnings per share
    
    $
    (0.25
    )
    
    $
    (0.14
    )
    
    $
    (0.15
    )
    
    $
    0.08Diluted (loss) earnings per share
    
    $
    (0.25
    )
    
    $
    (0.14
    )
    
    $
    (0.15
    )
    
    $
    0.08
  9




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(8) INCOME TAXES
  March 30,
    
    
    September 30,2008
    
    
    2007Current deferred tax assets:Receivable allowance
    
    $
    195
    
    
    $
    152Inventories
    
    
    4,848
    
    
    
    4,857Accruals and other reserves
    
    
    5,030
    
    
    
    3,573Total current deferred tax assets
    
    
    10,073
    
    
    
    8,582Long-term deferred tax assets:Property, plant and equipment
    
    
    33,462
    
    
    
    36,678Deferred income
    
    
    2,919
    
    
    
    2,428Capital loss
    
    
    2,752
    
    
    
    Tax credits
    
    
    36,094
    
    
    
    35,485Net operating loss carryforwards
    
    
    14,222
    
    
    
    11,244Valuation allowance
    
    
    (10,611
    )
    
    
    (6,827
    )Total long-term deferred tax assets
    
    
    78,838
    
    
    
    79,008Total deferred tax assets
    
    $
    88,911
    
    
    $
    87,590
    10




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(9) OTHER ASSETS
  (10) LONG-TERM DEBT
    11




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12




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(11) OTHER COMPREHENSIVE INCOME
 Other comprehensive (loss) income
  Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 30,
    
    
    March 25,
    
    
    March 30,
    
    
    March 25,2008
    
    
    2007
    
    
    2008
    
    
    2007Net (loss) income
    
    $
    (6,237
    )
    
    $
    (3,646
    )
    
    $
    (3,947
    )
    
    $
    2,167Other comprehensive income:Unrealized (loss) gain on securities
available for sale, net of income
taxes of $(61), $17, $(43) and $39,
respectively
    
    
    (7,680
    )
    
    
    28
    
    
    
    (7,727
    )
    
    
    68Change in fair value of derivative
instruments, net of income taxes of
$(267), $0, $(267) and $0,
respectively
    
    
    (451
    )
    
    
    
    
    
    
    (451
    )
    
    
    Total other comprehensive (loss) gain
    
    
    (8,131
    )
    
    
    28
    
    
    
    (8,178
    )
    
    
    68Total comprehensive (loss) income
    
    $
    (14,368
    )
    
    $
    (3,618
    )
    
    $
    (12,125
    )
    
    $
    2,235
  March 30,
    
    
    September 30,2008
    
    
    2007Available-for-sale securities
    
    $
    (7,697
    )
    
    $
    29Derivatives
    
    
    (451
    )
    
    
    Total accumulated other comprehensive
(loss) gain
    
    $
    (8,148
    )
    
    $
    29
 Derivatives
   13




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Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 30,
    
    
    March 25,
    
    
    March 30,
    
    
    March 25,2008
    
    
    2007
    
    
    2008
    
    
    2007Beginning of period unrealized gain in
accumulated OCI
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Decrease in fair value of derivative instruments
    
    
    (718
    )
    
    
    
    
    
    
    (718
    )
    
    
    Gains reclassified from OCI, offsetting the cost
of sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    End of period unrealized gain in accumulated
OCI
    
    $
    (718
    )
    
    $
    
    
    
    $
    (718
    )
    
    $
    
  (12) SHAREHOLDERS EQUITY
  (13) SUPPLEMENTARY CASH FLOW INFORMATION
 Twenty-Six Weeks EndedMarch 30,
    
    
    March 25,2008
    
    
    2007Changes in operating assets and liabilities:Receivables, net
    
    $
    31,469
    
    
    $
    8,218Inventories
    
    
    (19,903
    )
    
    
    (4,357
    )Other assets
    
    
    697
    
    
    
    1,043Accounts payable and accrued expenses
    
    
    118
    
    
    
    5,816Other long-term liabilities
    
    
    5,100
    
    
    
    (380
    )$
    17,481
    
    
    $
    10,340Cash paid for:Interest (net of amount capitalized)
    
    $
    5,092
    
    
    $
    4,032Income taxes
    
    
    56
    
    
    
    826Non-cash investing activities:Capital expenditures in accounts payable
    
    $
    3,830
    
    
    $
    7,502
  14




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(14) STOCK-BASED COMPENSATION
      Twenty-Six Weeks EndedMarch 30,
    
    March 25,2008
    
    2007Risk-free interest rate
    
    
    3.6
    %
    
    
    4.7
    %Expected volatility
    
    
    40.0
    %
    
    
    45.0
    %Expected life (in years)
    
    
    7.7
    
    
    
    7.7Dividend yield
    
    
    
    
    
    
    
  15




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##### Table of Contents



Weighted-AverageRemainingNumber of
    
    Weighted-Average
    
    Contractual
    
    AggregateShares
    
    Exercise Price ($)
    
    Life (yrs.)
    
    Intrinsic Value ($)Outstanding at September 30, 2007
    
    
    3,262,467
    
    
    
    25.27
    
    
    
    5.4
    
    
    
    5,265Granted
    
    
    551,400
    
    
    
    25.66Exercised
    
    
    (253,285
    )
    
    
    23.58Expired
    
    
    (66,371
    )
    
    
    28.90Outstanding at March 30, 2008
    
    
    3,494,211
    
    
    
    25.38
    
    
    
    6.0
    
    
    
    3Options vested or expected to vest
at March 30, 2008
    
    
    3,463,135
    
    
    
    25.38
    
    
    
    5.9Options exercisable at March 30, 2008
    
    
    2,230,511
    
    
    
    25.65
    
    
    
    4.3
    
    
    
    3
  Options Outstanding
    
    Options ExercisableWeighted-AverageRemainingRange of
    
    
    
    
    
    Contractual
    
    Weighted-Average
    
    
    
    
    
    Weighted-AverageExercise Prices ($)
    
    Number Outstanding
    
    Life (yrs.)
    
    Exercise Price ($)
    
    Number Exercisable
    
    Exercise Price ($)14.81-20.00
    
    
    591,260
    
    
    
    2.5
    
    
    
    18.71
    
    
    
    561,260
    
    
    
    18.8520.01-25.00
    
    
    1,180,992
    
    
    
    6.1
    
    
    
    23.19
    
    
    
    674,042
    
    
    
    23.3325.01-30.00
    
    
    1,094,734
    
    
    
    7.6
    
    
    
    27.20
    
    
    
    370,984
    
    
    
    28.4230.01-45.06
    
    
    627,225
    
    
    
    6.1
    
    
    
    32.63
    
    
    
    624,225
    
    
    
    32.64Total
    
    
    3,494,211
    
    
    
    6.0
    
    
    
    25.38
    
    
    
    2,230,511
    
    
    
    25.65
 (15) LEGAL CONTINGENCIES
 Securities Litigation
    16




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Other Litigation and Proceedings
     (16) SEGMENT REPORTING
  17




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##### Table of Contents



Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 30,
    
    
    March 25,
    
    
    March 30,
    
    
    March 25,2008
    
    
    2007
    
    
    2008
    
    
    2007Net sales:Disk Drive Components Division:Suspension assemblies
    
    $
    141,339
    
    
    $
    162,495
    
    
    $
    312,903
    
    
    $
    341,446Other products
    
    
    2,318
    
    
    
    8,053
    
    
    
    3,651
    
    
    
    17,902Total Disk Drive Components Division
    
    
    143,657
    
    
    
    170,548
    
    
    
    316,554
    
    
    
    359,348BioMeasurement Division
    
    
    187
    
    
    
    133
    
    
    
    367
    
    
    
    215$
    143,844
    
    
    $
    170,681
    
    
    $
    316,921
    
    
    $
    359,563Income (loss) from operations:Disk Drive Components Division
    
    $
    (3,985
    )
    
    $
    (1,895
    )
    
    $
    2,836
    
    
    $
    3,770BioMeasurement Division
    
    
    (5,770
    )
    
    
    (3,355
    )
    
    
    (10,941
    )
    
    
    (7,036
    )$
    (9,755
    )
    
    $
    (5,250
    )
    
    $
    (8,105
    )
    
    $
    (3,266
    )
  18




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When we refer to we, our, us, the company or HTI we mean Hutchinson Technology
Incorporated and its subsidiaries. Unless otherwise indicated, references to 2008 mean our fiscal
year ending September 28, 2008, references to 2007 mean our fiscal year ended September 30, 2007,
references to 2006 mean our fiscal year ended September 24, 2006, references to 2005 mean our
fiscal year ended September 25, 2005, references to 2004 mean our fiscal year ended September 26,
2004, references to 2003 mean our fiscal year ended September 28, 2003 and references to 2002
mean our fiscal year ended September 29, 2002.
 GENERAL
  InSpectra ® StO 2 2
   19




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2007 by QuarterFirst
    
    
    225Second
    
    
    205Third
    
    
    190Fourth
    
    
    246
 2008 by QuarterFirst
    
    
    213Second
    
    
    179
      20




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
    
    demand or customer requirements;
    
    utilization of existing or newly added production capacity;
    
    manufacturing yields or efficiencies;
    
    product and feature mix;
    
    selling prices;
    
    production and engineering costs associated with production of new products and
features; and
    
    costs of materials, including gold.
      21




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22




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RESULTS OF OPERATIONS
 Thirteen Weeks Ended March 30, 2008 vs. Thirteen Weeks Ended March 25, 2007
      23




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Twenty-Six Weeks Ended March 30, 2008 vs. Twenty-Six Weeks Ended March 25, 2007
   24




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25




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LIQUIDITY AND CAPITAL RESOURCES
     26




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27




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28




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CONTRACTUAL OBLIGATIONS
  CRITICAL ACCOUNTING POLICIES
   RECENT ACCOUNTING PRONOUNCEMENTS
    29




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MARKET TRENDS
     30




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FORWARD-LOOKING STATEMENTS
  31




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32




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33




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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
   
    
    improved procedures for the calculation and reconciliation process of our deferred
income tax assets and liabilities, including validation of underlying supporting data; and
    
    enhanced quarterly management review of the calculation of the deferred income tax
assets and liabilities and underlying support data.
   34




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PART II. OTHER INFORMATION
 SECURITIES LITIGATION
    OTHER LITIGATION AND PROCEEDINGS
   35




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36




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Due to recent uncertainties in the credit markets, we may be unable to liquidate holdings of our
auction-rate securities, and our estimates of the fair value of these securities could differ
substantially from the actual amount we would collect upon liquidation.
    37




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Total Number of
    
    Maximum DollarShares Purchased as
    
    Value of SharesTotal Number
    
    Average Price
    
    Part of Publicly
    
    that May Yet Beof Shares
    
    Paid per
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    Share ($)
    
    or Programs
    
    Plan or ProgramDecember 31, 2007  January 27, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    January 28  February 24, 2008
    
    
    1,534,300
    
    
    
    16.17
    
    
    
    1,534,300
    
    
    $
    105,192,000February 25  March 30, 2008
    
    
    1,333,800
    
    
    
    17.13
    
    
    
    1,333,800
    
    
    
    82,350,000Total
    
    
    2,868,100
    
    
    
    16.61
    
    
    
    2,868,100
    
    
    $
    82,350,000
 38




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For
    
    WithheldW. Thomas Brunberg
    
    
    23,631,375
    
    
    
    790,893Archibald Cox, Jr.
    
    
    24,039,739
    
    
    
    382,529Wayne M. Fortun
    
    
    24,135,255
    
    
    
    287,013Jeffrey W. Green
    
    
    24,180,904
    
    
    
    241,364Russell Huffer
    
    
    24,216,409
    
    
    
    205,859William T. Monahan
    
    
    24,126,808
    
    
    
    295,460Richard B. Solum
    
    
    23,653,942
    
    
    
    768,326Thomas R. VerHage
    
    
    24,215,611
    
    
    
    206,657
 BrokerFor
    
    Against
    
    Abstain
    
    Non-Vote2.
    
    
    Approval of the
amendment and
restatement of the
companys 1996
Incentive Plan:
    
    
    20,100,338
    
    
    
    1,174,728
    
    
    
    113,576
    
    
    
    3,033,6263.
    
    
    Ratification of the
appointment of
Deloitte & Touche
LLP as the
independent
registered public
accounting firm of
the company:
    
    
    24,359,839
    
    
    
    54,169
    
    
    
    8,260
    
    
    
    0
 39




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(A) EXHIBITS :
 Unless otherwise indicated, all documents incorporated herein by reference to a document filed with
the SEC pursuant to the Exchange Act, are located under SEC file number 0-14709.
 3.1
    
    Amended and Restated Articles of Incorporation of HTI (incorporated by reference to Exhibit
3.1 to HTIs Quarterly Report on Form 10-Q for the quarter ended 12/29/02).3.2
    
    Restated By-Laws of HTI (incorporated by reference to Exhibit 3.2 to HTIs Quarterly Report
on Form 10-Q for the quarter ended 6/27/04).10.1
    
    Form of Incentive Stock Option Agreement (Employee) under the Hutchinson Technology
Incorporated 1996 Incentive Plan (As Amended and Restated January 30, 2008).10.2
    
    Form of Non-Statutory Stock Option Agreement (Employee) under the Hutchinson Technology
Incorporated 1996 Incentive Plan (As Amended and Restated January 30, 2008).10.3
    
    Amendment to Second Amended and Restated Loan Agreement, dated as of February 1, 2008, by and
among Hutchinson Technology Incorporated, Hutchinson Technology Asia, Inc., and LaSalle Bank
National Association.31.1
    
    Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer.31.2
    
    Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer.32
    
    Section 1350 Certifications.
 40




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SIGNATURES
  HUTCHINSON TECHNOLOGY INCORPORATEDDate:   May 9, 2008
    By
    
    /s/ Wayne M. FortunWayne M. FortunPresident and Chief Executive OfficerDate:   May 9, 2008
    By
    
    /s/ John A. InglemanJohn A. InglemanSenior Vice President and Chief Financial Officer 41




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INDEX TO EXHIBITS
 ExhibitNo.
    
    
    
    Page3.1
    
    Amended and Restated Articles
of Incorporation of HTI
(incorporated by reference to
Exhibit 3.1 to HTIs Quarterly
Report on Form 10-Q for the
quarter ended 12/29/02).
    
    Incorporated by Reference3.2
    
    Restated By-Laws of HTI
(incorporated by reference to
Exhibit 3.2 to HTIs Quarterly
Report on Form 10-Q for the
quarter ended 6/27/04).
    
    Incorporated by Reference10.1
    
    Form of Incentive Stock Option
Agreement (Employee) under the
Hutchinson Technology
Incorporated 1996 Incentive
Plan (As Amended and Restated
January 30, 2008).
    
    Filed Electronically10.2
    
    Form of Non-Statutory Stock
Option Agreement (Employee)
under the Hutchinson Technology
Incorporated 1996 Incentive
Plan (As Amended and Restated
January 30, 2008).
    
    Filed Electronically10.3
    
    Amendment to Second Amended and
Restated Loan Agreement, dated
as of February 1, 2008, by and
among Hutchinson Technology
Incorporated, Hutchinson
Technology Asia, Inc., and
LaSalle Bank National
Association.
    
    Filed Electronically31.1
    
    Rule 13a-14(a)/15d-14(a)
Certifications of Chief
Executive Officer.
    
    Filed Electronically31.2
    
    Rule 13a-14(a)/15d-14(a)
Certifications of Chief
Financial Officer.
    
    Filed Electronically32
    
    Section 1350 Certifications.
    
    Filed Electronically
 42