##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 29, 2009
 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)40 West Highland Park Drive N.E.Hutchinson, Minnesota
    
    55350(Address of principal executive offices)
    
    (Zip Code)
 (320) 587-3797
  þ o
 
 o þ
  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  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 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 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 6. EXHIBITSSIGNATURESINDEX TO EXHIBITSEX-31.1EX-31.2EX-32    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
  HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS  UNAUDITED
 March 29,
    
    
    September 28,2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    $
    184,610
    
    
    $
    62,309Short-term investments (Note 4)
    
    
    10,854
    
    
    
    108,944Trade receivables, net
    
    
    42,872
    
    
    
    100,928Other receivables
    
    
    7,268
    
    
    
    8,847Inventories
    
    
    69,624
    
    
    
    76,459Other current assets
    
    
    4,875
    
    
    
    7,326Total current assets
    
    
    320,103
    
    
    
    364,813Long-term investments (Note 4)
    
    
    97,199
    
    
    
    92,166Property, plant and equipment, net
    
    
    337,828
    
    
    
    415,088Other assets
    
    
    7,002
    
    
    
    9,220$
    762,132
    
    
    $
    881,287LIABILITIES AND SHAREHOLDERS INVESTMENTCurrent liabilities:Current maturities of long-term debt
    
    $
    91,562
    
    
    $
    1,444Accounts payable
    
    
    18,215
    
    
    
    26,519Accrued expenses
    
    
    12,455
    
    
    
    14,537Accrued compensation
    
    
    30,540
    
    
    
    21,178Total current liabilities
    
    
    152,772
    
    
    
    63,678Convertible subordinated notes
    
    
    225,000
    
    
    
    375,000Long-term debt, less current maturities
    
    
    61,242
    
    
    
    2,498Other long-term liabilities
    
    
    1,657
    
    
    
    3,009Shareholders investment:Common stock, $.01 par value, 100,000,000 shares
authorized, 23,172,000 and 22,941,000 issued and
outstanding
    
    
    232
    
    
    
    229Additional paid-in capital
    
    
    375,889
    
    
    
    371,965Accumulated other comprehensive loss (income)
    
    
    1,338
    
    
    
    (869
    )Accumulated (loss) earnings
    
    
    (55,998
    )
    
    
    65,777Total shareholders investment
    
    
    321,461
    
    
    
    437,102$
    762,132
    
    
    $
    881,287
  2




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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 29,
    
    
    March 30,
    
    
    March 29,
    
    
    March 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales
    
    $
    79,004
    
    
    $
    143,844
    
    
    $
    198,675
    
    
    $
    316,921Cost of sales
    
    
    90,778
    
    
    
    124,903
    
    
    
    210,582
    
    
    
    265,063Gross (loss) profit
    
    
    (11,774
    )
    
    
    18,941
    
    
    
    (11,907
    )
    
    
    51,858Research and development
expenses
    
    
    7,454
    
    
    
    10,260
    
    
    
    16,337
    
    
    
    20,670Selling, general and
administrative expenses
    
    
    14,934
    
    
    
    18,436
    
    
    
    31,350
    
    
    
    36,799Severance and other expenses
(Note 8)
    
    
    4,787
    
    
    
    
    
    
    
    24,314
    
    
    
    Asset impairment charge (Note
9)
    
    
    18,688
    
    
    
    
    
    
    
    50,968
    
    
    
    Litigation charge (Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,494Loss from operations
    
    
    (57,637
    )
    
    
    (9,755
    )
    
    
    (134,876
    )
    
    
    (8,105
    )Other income, net
    
    
    1,793
    
    
    
    688
    
    
    
    4,520
    
    
    
    1,329Interest income
    
    
    928
    
    
    
    3,642
    
    
    
    2,187
    
    
    
    7,915Interest expense
    
    
    (2,986
    )
    
    
    (2,912
    )
    
    
    (5,720
    )
    
    
    (5,872
    )Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    12,175
    
    
    
    Loss before income taxes
    
    
    (57,902
    )
    
    
    (8,337
    )
    
    
    (121,714
    )
    
    
    (4,733
    )(Benefit) provision for
income taxes
    
    
    (204
    )
    
    
    (2,100
    )
    
    
    61
    
    
    
    (786
    )Net loss
    
    $
    (57,698
    )
    
    $
    (6,237
    )
    
    $
    (121,775
    )
    
    $
    (3,947
    )Basic loss per share
    
    $
    (2.49
    )
    
    $
    (0.25
    )
    
    $
    (5.28
    )
    
    $
    (0.15
    )Diluted loss per share
    
    $
    (2.49
    )
    
    $
    (0.25
    )
    
    $
    (5.28
    )
    
    $
    (0.15
    )Weighted-average common
shares outstanding
    
    
    23,160
    
    
    
    25,254
    
    
    
    23,078
    
    
    
    25,747Weighted-average common and
diluted shares outstanding
    
    
    23,160
    
    
    
    25,254
    
    
    
    23,078
    
    
    
    25,747
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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 Twenty-Six Weeks EndedMarch 29,
    
    
    March 30,2009
    
    
    2008OPERATING ACTIVITIES:Net loss
    
    $
    (121,775
    )
    
    $
    (3,947
    )Adjustments to reconcile net loss to cash provided by operating
activities:Depreciation and amortization
    
    
    44,757
    
    
    
    55,551Stock-based compensation
    
    
    2,865
    
    
    
    2,953Benefit for deferred taxes (Note 10)
    
    
    (67
    )
    
    
    (1,278
    )Severance and other expenses (Note 8)
    
    
    12,513
    
    
    
    Asset impairment charge (Note 9)
    
    
    50,878
    
    
    
    Gain on long-term investments
    
    
    (3,910
    )
    
    
    Gain on extinguishment of debt, net
    
    
    (12,175
    )
    
    
    Loss on disposal of assets
    
    
    37
    
    
    
    570Litigation charge (Note 14)
    
    
    
    
    
    
    2,494Changes in operating assets and liabilities
    
    
    56,523
    
    
    
    17,402Cash provided by operating activities
    
    
    29,646
    
    
    
    73,745INVESTING ACTIVITIES:Capital expenditures
    
    
    (17,693
    )
    
    
    (36,875
    )Purchases of marketable securities
    
    
    (10,852
    )
    
    
    (785,301
    )Sales/maturities of marketable securities
    
    
    109,101
    
    
    
    831,510Cash provided by investing activities
    
    
    80,556
    
    
    
    9,334FINANCING ACTIVITIES:Net proceeds from issuance of common stock
    
    
    1,062
    
    
    
    7,215Net proceeds from loan
    
    
    59,506
    
    
    
    Repayment of long-term debt
    
    
    (48,469
    )
    
    
    (661
    )Repurchase of common stock
    
    
    
    
    
    
    (47,721
    )Cash provided by (used for) financing activities
    
    
    12,099
    
    
    
    (41,167
    )Net increase in cash and cash equivalents
    
    
    122,301
    
    
    
    41,912Cash and cash equivalents at beginning of period
    
    
    62,309
    
    
    
    64,509Cash and cash equivalents at end of period
    
    $
    184,610
    
    
    $
    106,421Supplemental cash flow disclosure:Interest (net of amount capitalized)
    
    $
    4,748
    
    
    $
    5,092Income taxes
    
    $
    68
    
    
    $
    56
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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 2010 mean our fiscal
year ending September 26, 2010, references to 2009 mean our fiscal year ending September 27,
2009, references to 2008 mean our fiscal year ended September 28, 2008, references to 2007 mean
our fiscal year ended September 30, 2007, and references to 2006 mean our fiscal year ended
September 24, 2006.
 (1) BASIS OF PRESENTATION
  (2) ACCOUNTING PRONOUNCEMENTS
    5




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(3) FAIR VALUE MEASUREMENTS
   Level 1
    
    Unadjusted quoted prices in an active market for the identical assets or liabilities at
the measurement date.Level 2
    
    Other observable inputs available at the measurement date, other than quoted prices
included in Level 1, either directly or indirectly, including:
 
    
    Quoted prices for similar assets or liabilities in active markets;
    
    Quoted prices for identical or similar assets in nonactive markets;
    
    Inputs other than quoted prices that are observable for the asset or liability; and
    
    Inputs that are derived principally from or corroborated by other observable market
data.
 Level 3
    
    Unobservable inputs that reflect the use of significant management judgment. These
values are generally determined using pricing models for which assumptions utilize
managements estimates of market participant assumptions.
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Fair Value Measurements atMarch 29, 2009Level 1
    
    
    Level 2
    
    
    Level 3AssetsTrading securitiesMarketable securities  ARS
    
    
    
    
    
    
    
    
    
    $
    62,023Available-for-saleMarketable securities
    
    $
    10,854Marketable securities  ARS
    
    
    
    
    
    
    
    
    
    $
    28,286Rights Offering (described in Note 4 below)
    
    
    
    
    
    
    
    
    
    $
    6,890Derivatives
    
    
    
    
    
    $
    354LiabilitiesDerivatives
    
    
    
    
    
    $
    (229
    )
  RightsARS
    
    
    Offering
    
    
    TotalBalances at September 28, 2008
    
    $
    92,166
    
    
    $
    
    
    
    $
    92,166Net realized (loss) gain included in Other income
    
    
    (2,980
    )
    
    
    6,890
    
    
    
    3,910Unrealized gain included in other comprehensive
income (OCI)
    
    
    1,423
    
    
    
    
    
    
    
    1,423Purchases, sales, and settlements, net
    
    
    (300
    )
    
    
    
    
    
    
    (300
    )Balances at March 29, 2009
    
    $
    90,309
    
    
    $
    6,890
    
    
    $
    97,199
 (4) INVESTMENTS
  7




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Cost
    
    
    Realized
    
    
    Gross Unrealized
    
    
    RecordedBasis
    
    
    Gains
    
    
    Losses
    
    
    Gains
    
    
    Losses
    
    
    BasisAvailable-for-sale securitiesShort-term investmentsDebt securities
    
    $
    10,844
    
    
    $
    
    
    
    $
    
    
    
    $
    10
    
    
    $
    
    
    
    $
    10,854Long-term investmentsARS
    
    
    30,650
    
    
    
    
    
    
    
    3,787
    
    
    
    1,423
    
    
    
    
    
    
    
    28,286Total available-for-sale
securities
    
    
    41,494
    
    
    
    
    
    
    
    3,787
    
    
    
    1,433
    
    
    
    
    
    
    
    39,140Trading securitiesLong-term investmentsARS  secured
    
    
    69,700
    
    
    
    
    
    
    
    7,677
    
    
    
    
    
    
    
    
    
    
    
    62,023OtherRights Offering
    
    
    
    
    
    
    6,890
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,890$
    111,194
    
    
    $
    6,890
    
    
    $
    11,464
    
    
    $
    1,433
    
    
    $
    
    
    
    $
    108,053
     8




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(5) TRADE RECEIVABLES
   Increases in the
    
    Reductions in theAllowance Related
    
    Allowance forto Warranties
    
    Returns UnderSeptember 28, 2008
    
    Issued
    
    Warranties
    

March 29, 2009$699
    
    
    $956
    
    
    
    ($1,438
    )
    
    
    $217
 9




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(6) INVENTORIES
  March 29,
    
    
    September 28,2009
    
    
    2008Raw materials
    
    $
    25,187
    
    
    $
    26,290Work in process
    
    
    12,133
    
    
    
    15,847Finished goods
    
    
    32,304
    
    
    
    34,322$
    69,624
    
    
    $
    76,459
 (7) EARNINGS PER SHARE
   Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 29,
    
    
    March 30,
    
    
    March 29,
    
    
    March 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (57,698
    )
    
    $
    (6,237
    )
    
    $
    (121,775
    )
    
    $
    (3,947
    )Plus: interest expense on convertible
subordinated notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Less: additional profit-sharing expense and
income tax provision
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss available to common shareholders
    
    $
    (57,698
    )
    
    $
    (6,237
    )
    
    $
    (121,775
    )
    
    $
    (3,947
    )Weighted-average common shares outstanding
    
    
    23,160
    
    
    
    25,254
    
    
    
    23,078
    
    
    
    25,747Dilutive potential common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-average common and diluted shares
outstanding
    
    
    23,160
    
    
    
    25,254
    
    
    
    23,078
    
    
    
    25,747Basic loss per share
    
    $
    (2.49
    )
    
    $
    (0.25
    )
    
    $
    (5.28
    )
    
    $
    (0.15
    )Diluted loss per share
    
    $
    (2.49
    )
    
    $
    (0.25
    )
    
    $
    (5.28
    )
    
    $
    (0.15
    )
  10




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(8) SEVERANCE AND OTHER EXPENSES
  Severance and
    
    
    OtherBenefits
    
    
    Expenses
    
    
    TotalAccrual balances, September 28, 2008
    
    $
    
    
    
    $
    
    
    
    $
    Restructuring charges (1)
    
    
    19,527
    
    
    
    
    
    
    
    19,527Accrual balances, December 28, 2008
    
    $
    19,527
    
    
    $
    
    
    
    $
    19,527Restructuring charges
    
    
    4,662
    
    
    
    125
    
    
    
    4,787Cash payments
    
    
    (11,676
    )
    
    
    (125
    )
    
    
    (11,801
    )Accrual balances, March 29, 2009
    
    $
    12,513
    
    
    $
    
    
    
    $
    12,513
 
 (1)
    
    Includes $551,000 of expenses specific to our BioMeasurement Division.     (9) ASSET IMPAIRMENT
   11




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(10) INCOME TAXES
     12




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(11) LONG-TERM DEBT
      (12) DERIVATIVES
   13




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Asset Derivatives
    
    
    Liability Derivatives2009
    
    
    2009Balance
    
    
    
    
    
    
    BalanceSheet
    
    
    Fair
    
    
    Sheet
    
    
    FairLocation
    
    
    Value
    
    
    Location
    
    
    ValueDerivatives
designated as
hedging instruments
under SFAS No. 133
(commodity
contracts)
    
    Other current assets
    
    $
    216
    
    
    Accrued expenses
    
    $
    1Derivatives not
designated as
hedging instruments
under SFAS No. 133
(commodity
contracts)
    
    Other current assets
    
    $
    138
    
    
    Accrued expenses
    
    $
    228Total derivatives
    
    
    
    
    
    $
    354
    
    
    
    
    
    
    $
    229
  14




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Location of Gain or(Loss)Derivatives in SFAS
    
    
    
    
    
    
    
    
    
    Reclassified fromNo. 133 Cash Flow
    
    Amount of Gain or (Loss)
    
    Accumulated OCI
    
    Amount of Gain or (Loss)Value Hedging
    
    Recognized in OCI on Derivative
    
    into Income
    
    Reclassified from AccumulatedRelationships
    
    (Effective Portion)
    
    (Effective Portion)
    
    OCI into Income (Effective Portion)Thirteen
    
    Twenty-Six
    
    
    
    
    
    Thirteen
    
    Twenty-SixWeeks Ended
    
    Weeks Ended
    
    
    
    
    
    Weeks Ended
    
    Weeks EndedMarch 29,
    
    March 29,
    
    
    
    
    
    March 29,
    
    March 29,2009
    
    2009
    
    
    
    
    
    2009
    
    2009Commodity contracts
    
    $
    1,368
    
    
    $
    925
    
    
    Cost of sales
    
    $
    (678
    )
    
    $
    (1,509
    )
 Location of Gain or (Loss)Recognized in Income on
    
    Amount of Gain or (Loss)Derivatives in SFAS
    
    Derivative (Ineffective
    
    Recognized in IncomeNo. 133 Cash Flow
    
    Portion and Amount
    
    on Derivative (Ineffective Portion andValue Hedging
    
    Excluded from
    
    Amount Excluded fromRelationships
    
    Effectiveness Testing)
    
    Effectiveness Testing)Thirteen
    
    Twenty-SixWeeks Ended
    
    Weeks EndedMarch 29,
    
    March 29,2009
    
    2009Commodity contracts
    
    Cost of sales
    
    $
    (41
    )
    
    $
    (50
    )
 Derivatives Not
    
    Location of Gain orDesignated as
    
    (Loss) Recognized
    
    Amount of Gain or (Loss)Hedging Instruments
    
    in Income on
    
    Recognized in Incomeunder SFAS No. 133
    
    Derivative
    
    on DerivativeThirteen Weeks
    
    Twenty-Six WeeksEnded March 29,
    
    Ended March 29,2009
    
    2009Commodity contracts
    
    Cost of sales
    
    $
    308
    
    
    $
    (90
    )
  Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 29,
    
    
    March 30,
    
    
    March 29,
    
    
    March 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Beginning of period unrealized loss in
accumulated OCI
    
    $
    1,480
    
    
    $
    
    
    
    $
    1,037
    
    
    $
    Decrease in fair value of derivative instruments
    
    
    (708
    )
    
    
    (718
    )
    
    
    (481
    )
    
    
    (718
    )Losses reclassified from OCI into cost of sales
    
    
    (678
    )
    
    
    
    
    
    
    (1,509
    )
    
    
    Gains of dedesignated derivative instruments
reclassified from OCI into cost of sales
    
    
    18
    
    
    
    
    
    
    
    1,065
    
    
    
    End of period unrealized loss in accumulated OCI
    
    $
    112
    
    
    $
    (718
    )
    
    $
    112
    
    
    $
    (718
    )
 (13) STOCK-BASED COMPENSATION
  15




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##### Table of Contents



Twenty-Six Weeks EndedMarch 29,
    
    March 30,2009
    
    2008Risk-free interest rate
    
    
    1.9
    %
    
    
    3.6
    %Expected volatility
    
    
    60.0
    %
    
    
    40.0
    %Expected life (in years)
    
    
    7.7
    
    
    
    7.7Dividend yield
    
    
    
    
    
    
    
   Weighted-AverageRemainingWeighted-Average
    
    Contractual
    
    AggregateNumber of Shares
    
    Exercise Price ($)
    
    Life (yrs.)
    
    Intrinsic Value ($)Outstanding at September 28, 2008
    
    
    3,394,388
    
    
    
    25.37
    
    
    
    5.4
    
    
    
    Granted
    
    
    726,650
    
    
    
    3.03Exercised
    
    
    0Expired
    
    
    (299,825
    )
    
    
    26.23Outstanding at March 29, 2009
    
    
    3,821,213
    
    
    
    21.05
    
    
    
    6.0
    
    
    
    49Options vested or expected to vest
at March 29, 2009
    
    
    3,800,451
    
    
    
    21.26
    
    
    
    6.0
    
    
    
    46Options exercisable at March 29, 2009
    
    
    2,387,676
    
    
    
    25.22
    
    
    
    4.2
    
    
    
    
 16




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Options Outstanding
    
    Options ExercisableWeighted-AverageRemainingRange of
    
    Number
    
    Contractual
    
    Weighted-Average
    
    Number
    
    Weighted-AverageExercise Prices ($)
    
    Outstanding
    
    Life (yrs.)
    
    Exercise Price ($)
    
    Exercisable
    
    Exercise Price ($)3.03-20.00
    
    
    1,273,930
    
    
    
    6.0
    
    
    
    10.06
    
    
    
    537,730
    
    
    
    18.8420.01-25.00
    
    
    1,109,117
    
    
    
    5.1
    
    
    
    23.19
    
    
    
    876,280
    
    
    
    23.2525.01-30.00
    
    
    850,516
    
    
    
    7.7
    
    
    
    26.79
    
    
    
    387,516
    
    
    
    27.4830.01-45.06
    
    
    587,650
    
    
    
    5.1
    
    
    
    32.53
    
    
    
    586,150
    
    
    
    32.53Total
    
    
    3,821,213
    
    
    
    6.0
    
    
    
    21.05
    
    
    
    2,387,676
    
    
    
    25.22
 (14) LEGAL CONTINGENCIES
 Other Litigation and Proceedings
      17




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##### Table of Contents



(15) SEGMENT REPORTING
    Thirteen Weeks Ended
    
    
    Twenty-Six Weeks EndedMarch 29,
    
    
    March 30,
    
    
    March 29,
    
    
    March 30,2009
    
    
    2008
    
    
    2009
    
    
    2008Net sales:Disk Drive Components Division:Suspension assemblies
    
    $
    76,198
    
    
    $
    141,339
    
    
    $
    193,465
    
    
    $
    312,903Other products
    
    
    2,348
    
    
    
    2,318
    
    
    
    4,487
    
    
    
    3,651Total Disk Drive Components Division
    
    
    78,546
    
    
    
    143,657
    
    
    
    197,952
    
    
    
    316,554BioMeasurement Division
    
    
    458
    
    
    
    187
    
    
    
    723
    
    
    
    367$
    79,004
    
    
    $
    143,844
    
    
    $
    198,675
    
    
    $
    316,921(Loss) income from operations:Disk Drive Components Division
    
    $
    (51,388
    )
    
    $
    (3,985
    )
    
    $
    (121,989
    )
    
    $
    2,836BioMeasurement Division
    
    
    (6,249
    )
    
    
    (5,770
    )
    
    
    (12,887
    )
    
    
    (10,941
    )$
    (57,637
    )
    
    $
    (9,755
    )
    
    $
    (134,876
    )
    
    $
    (8,105
    )
  (16) SUBSEQUENT EVENT
  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 2009 mean our fiscal
year ending September 27, 2009, references to 2008 mean our fiscal year ended September 28, 2008,
references to 2007 mean our fiscal year ended September 30, 2007, and references to 2006 mean
our fiscal year ended September 24, 2006.
  GENERAL
   InSpectra ® StO 2 2 2
   Percentage ofCustomer
    
    Net SalesWestern Digital Corporation
    
    
    40
    %SAE Magnetics, Ltd./TDK Corporation
    
    
    33
    %Seagate Technology
    
    
    19
    %Fujitsu
    
    
    4
    %Hitachi
    
    
    2
    %
 19




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Suspension Assembly Shipments by Quarter2008
    
    2009First
    
    Second
    
    Third
    
    Fourth
    
    First
    
    SecondSuspension assembly
shipment quantities
    
    
    213
    
    
    
    179
    
    
    
    189
    
    
    
    209
    
    
    
    155
    
    
    
    107
      20




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21




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RESULTS OF OPERATIONS
 Thirteen Weeks Ended March 29, 2009, vs. Thirteen Weeks Ended March 30, 2008
      22




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Twenty-Six Weeks Ended March 29, 2009, vs. Twenty-Six Weeks Ended March 30, 2008
     23




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24




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LIQUIDITY AND CAPITAL RESOURCES
     25




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26




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CRITICAL ACCOUNTING POLICIES
  RECENT ACCOUNTING PRONOUNCEMENTS
  FORWARD-LOOKING STATEMENTS
  27




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28




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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
  29




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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  30




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PART II. OTHER INFORMATION
 
   
  We may not be able to generate enough cash or secure enough capital to service our existing debt
obligations or execute our current and future business plans.
      Current and future disruptions in the global credit and financial markets and our plans to
terminate our credit facility will limit our access to credit, which could negatively impact our
business.
  31




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32




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1.
    
    Election of nine directors for a one-year
term:
 For
    
    WithheldW. Thomas Brunberg
    
    
    17,854,382
    
    
    
    1,999,931Archibald Cox, Jr.
    
    
    18,314,158
    
    
    
    1,540,155Wayne M. Fortun
    
    
    18,954,300
    
    
    
    900,013Jeffrey W. Green
    
    
    18,968,183
    
    
    
    886,130Gary D. Henley
    
    
    19,011,528
    
    
    
    842,785Russell Huffer
    
    
    17,965,479
    
    
    
    1,888,834William T. Monahan
    
    
    18,349,768
    
    
    
    1,504,545Richard B. Solum
    
    
    18,441,839
    
    
    
    1,412,474Thomas R. VerHage
    
    
    17,962,659
    
    
    
    1,891,654
 For
    
    Against
    
    Abstain
    
    Broker Non-Vote2.
    
    Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for the 2009 fiscal year.
   
    18,098,572
    
    1,707,646
    
    48,095
    
    0
 33




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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, as amended December 3, 2008 (incorporated by
reference to Exhibit 3.1 to HTIs Current Report on Form 8-K filed
12/9/08).31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.32
    
    Section 1350 Certifications.
 34




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SIGNATURES
  HUTCHINSON TECHNOLOGY INCORPORATEDDate: May 7, 2009
    By
    /s/ Wayne M. FortunWayne M. FortunPresident and Chief Executive OfficerDate: May 7, 2009
    By
    /s/ John A. InglemanJohn A. InglemanSenior Vice President and Chief Financial Officer 35




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INDEX TO EXHIBITS
 Exhibit No.
    
    
    
    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, as amended December 3, 2008
(incorporated by reference to Exhibit 3.1 to HTIs Current Report
on Form 8-K filed 12/9/08).
    
    Incorporated by Reference31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
    
    Filed Electronically31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
    
    Filed Electronically32
    
    Section 1350 Certifications.
    
    Filed Electronically
 36