##### 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 DECEMBER 25, 2005
 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
 (Former name, address or fiscal year, if changed since last report)
  Yes þ       No o
  þ o 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 INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 6. EXHIBITSSIGNATURESINDEX TO EXHIBITSRule 13a-14(a)/15d-14(a) Certifications of CEORule 13a-14(a)/15d-14(a) Certifications of CFOSection 1350 Certifications    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
  HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS  UNAUDITED
 December 25,
    
    
    September 25,2005
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    21,816
    
    
    $
    33,733Securities available for sale
    
    
    139,061
    
    
    
    172,778Trade receivables, net
    
    
    104,464
    
    
    
    85,019Other receivables
    
    
    9,909
    
    
    
    11,181Inventories
    
    
    57,691
    
    
    
    54,780Deferred tax assets (Note 7)
    
    
    6,676
    
    
    
    7,206Other current assets (Note 8)
    
    
    7,186
    
    
    
    5,430Total current assets
    
    
    346,803
    
    
    
    370,127Property, plant and equipment, net
    
    
    392,856
    
    
    
    350,520Deferred tax assets (Note 7)
    
    
    61,184
    
    
    
    61,078Other assets (Note 8)
    
    
    15,403
    
    
    
    17,813$
    816,246
    
    
    $
    799,538LIABILITIES AND SHAREHOLDERS INVESTMENTCurrent liabilities:Current portion of long-term debt
    
    $
    1,187
    
    
    $
    Accounts payable
    
    
    57,650
    
    
    
    56,128Accrued expenses
    
    
    14,026
    
    
    
    13,238Accrued compensation
    
    
    22,521
    
    
    
    24,873Total current liabilities
    
    
    95,384
    
    
    
    94,239Convertible subordinated notes
    
    
    150,000
    
    
    
    150,000Long-term
debt, net of current portion
    
    
    6,239
    
    
    
    Other long-term liabilities
    
    
    2,538
    
    
    
    2,760Shareholders investment:Common stock, $.01 par value,
100,000,000 shares authorized,
25,576,000 and 25,450,000 issued and
outstanding
    
    
    256
    
    
    
    254Additional paid-in capital
    
    
    394,146
    
    
    
    390,680Accumulated other comprehensive loss
    
    
    (680
    )
    
    
    (712
    )Accumulated earnings
    
    
    168,363
    
    
    
    162,317Total shareholders investment
    
    
    562,085
    
    
    
    552,539$
    816,246
    
    
    $
    799,538




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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED
 Thirteen Weeks EndedDecember 25,
    
    
    December 26,2005
    
    
    2004Net sales
    
    $
    184,627
    
    
    $
    145,616Cost of sales
    
    
    144,960
    
    
    
    104,666Gross profit
    
    
    39,667
    
    
    
    40,950Research and development expenses
    
    
    12,747
    
    
    
    7,616Selling, general and administrative expenses
    
    
    22,513
    
    
    
    18,809Income from operations
    
    
    4,407
    
    
    
    14,525Interest and other income, net
    
    
    3,317
    
    
    
    2,450Interest expense
    
    
    (501
    )
    
    
    (654
    )Income before income taxes
    
    
    7,223
    
    
    
    16,321Provision for income taxes
    
    
    1,177
    
    
    
    2,877Net income
    
    $
    6,046
    
    
    $
    13,444Basic earnings per share
    
    $
    0.24
    
    
    $
    0.54Diluted earnings per share
    
    $
    0.22
    
    
    $
    0.47Weighted average common shares outstanding
    
    
    25,535
    
    
    
    24,757Weighted average common and diluted shares outstanding
    
    
    30,798
    
    
    
    30,345
  3




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HUTCHINSON TECHNOLOGY INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  UNAUDITED
 Thirteen Weeks EndedDecember 25,
    
    
    December 26,2005
    
    
    2004OPERATING ACTIVITIES:Net income
    
    $
    6,046
    
    
    $
    13,444Adjustments to reconcile net income to cash
provided by operating activities:Depreciation and amortization
    
    
    27,526
    
    
    
    12,644Stock-based compensation
    
    
    1,140
    
    
    
    Provision for deferred taxes (Note 7)
    
    
    405
    
    
    
    5,637Loss (gain) on disposal of assets
    
    
    61
    
    
    
    (17
    )Changes in operating assets and liabilities (Note 10)
    
    
    (9,365
    )
    
    
    (19,937
    )Cash provided by operating activities
    
    
    25,813
    
    
    
    11,771INVESTING ACTIVITIES:Capital expenditures
    
    
    (73,397
    )
    
    
    (26,759
    )Purchases of marketable securities
    
    
    (148,583
    )
    
    
    (1,920
    )Sales of marketable securities
    
    
    182,351
    
    
    
    29,495Cash provided by (used for) investing activities
    
    
    (39,629
    )
    
    
    816FINANCING ACTIVITIES:Net proceeds from issuance of common stock
    
    
    2,328
    
    
    
    11,158Repayment of long-term debt
    
    
    (429
    )
    
    
    Cash provided by financing activities
    
    
    1,899
    
    
    
    11,158Cash and cash equivalents at end of period
    
    $
    21,816
    
    
    $
    57,449
  4




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HUTCHINSON TECHNOLOGY INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  UNAUDITED
 Reference to the Company means Hutchinson Technology Incorporated and its subsidiaries. Unless
otherwise indicated, references to 2006 mean the Companys fiscal year ending September 24, 2006,
references to 2005 mean the Companys fiscal year ended September 25, 2005, references to 2004
mean the Companys fiscal year ended September 26, 2004, references to 2003 mean the Companys
fiscal year ended September 28, 2003 and references to 2002 mean the Companys fiscal year ended
September 29, 2002.
 (1) BASIS
OF PRESENTATION
  (2) ACCOUNTING PRONOUNCEMENTS
  (3) BUSINESS AND CUSTOMERS
  5




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Thirteen Weeks EndedDecember 25,
    
    December 26,Percentage of Net Sales
    
    2005
    
    2004Five Largest Customers
    
    
    87
    %
    
    
    91
    %Sales to Major CustomersSAE Magnetics, Ltd./TDK
    
    
    28
    %
    
    
    31
    %Alps Electric Co., Ltd.
    
    
    22
    
    
    
    22Western Digital Corporation
    
    
    17
    
    
    
    22Seagate Technology LLC
    
    
    12
    
    
    
    5Innovex, Inc.
    
    
    8
    
    
    
    8Fujitsu Limited
    
    
    6
    
    
    
    8
 (4) TRADE RECEIVABLES
   Increases in the
    
    Reductions in theallowance related
    
    allowance forSeptember 25,
    
    to warranties
    
    returns under
    
    December 25,2005
    

issued
    
    warranties
    
    2005$596
    
    $
    769
    
    
    $
    (907
    )
    
    $
    458
 (5) INVENTORIES
  December 25,
    
    
    September 25,2005
    
    
    2005Raw materials
    
    $
    18,792
    
    
    $
    15,410Work in process
    
    
    14,824
    
    
    
    13,780Finished goods
    
    
    24,075
    
    
    
    25,590$
    57,691
    
    
    $
    54,780
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(6) EARNINGS PER SHARE
  Thirteen Weeks EndedDecember 25,
    
    
    December 26,2005
    
    
    2004Net income
    
    $
    6,046
    
    
    $
    13,444Plus: interest expense on convertible
subordinated notes
    
    
    1,008
    
    
    
    1,008Less: additional profit sharing expense
and income tax provision
    
    
    (342
    )
    
    
    (261
    )Net income available to common shareholders
    
    $
    6,712
    
    
    $
    14,191Weighted average common shares outstanding
    
    
    25,535
    
    
    
    24,757Dilutive
potential common shares  stock options
    
    
    236
    
    
    
    561Dilutive
potential common shares  convertible subordinated notes
    
    
    5,027
    
    
    
    5,027Weighted average common and diluted shares
outstanding
    
    
    30,798
    
    
    
    30,345Basic earnings per share
    
    $
    0.24
    
    
    $
    0.54Diluted earnings per share
    
    $
    0.22
    
    
    $
    0.47
 (7) INCOME TAXES
  December 25,
    
    
    September 25,2005
    
    
    2005Current deferred tax assets:Receivable allowance
    
    $
    476
    
    
    $
    443Inventories
    
    
    3,188
    
    
    
    2,997Accruals and other reserves
    
    
    3,012
    
    
    
    3,766Total current deferred tax assets
    
    
    6,676
    
    
    
    7,206Long-term deferred tax assets:Property, plant and equipment
    
    
    21,253
    
    
    
    19,782Deferred income
    
    
    1,032
    
    
    
    208Tax credits
    
    
    18,899
    
    
    
    18,370Net operating loss carryforwards
    
    
    25,167
    
    
    
    27,763Valuation allowance
    
    
    (5,167
    )
    
    
    (5,045
    )Total long-term deferred tax assets
    
    
    61,184
    
    
    
    61,078Total deferred tax assets
    
    $
    67,860
    
    
    $
    68,284
  7




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(8) OTHER ASSETS
  (9) SHAREHOLDERS EQUITY
  (10) SUPPLEMENTARY CASH FLOW INFORMATION
 Thirteen Weeks EndedDecember 25,
    
    
    December 26,2005
    
    
    2004Changes in operating assets and liabilities:Receivables, net
    
    $
    (18,173
    )
    
    $
    (27,823
    )Inventories
    
    
    (2,911
    )
    
    
    4,171Other assets
    
    
    (1,756
    )
    
    
    1,268Accounts payable and accrued expenses
    
    
    13,697
    
    
    
    2,544Other non-current liabilities
    
    
    (222
    )
    
    
    (97
    )$
    (9,365
    )
    
    $
    (19,937
    )Cash paid for:Interest (net of amount capitalized)
    
    $
    
    
    
    $
    Income taxes
    
    
    6
    
    
    
    1Non-cash investing activities:Capital expenditures in accounts
payable
    
    $
    14,087
    
    
    $
    7,132
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Purchase
price of building and related equipment acquired
    
    $
    12,924Cash paid
for building and related equipment
    
    
    (5,069
    )Mortgage
assumed
    
    $
    7,855
 (11) STOCK-BASED COMPENSATION
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Thirteen Weeks EndedDecember 26, 2004Net income
 as reported
    
    $
    13,444Stock-based employee compensation determined under
the fair value based method, nets of related tax
effects
    
    
    (1,241
    )Net income 
pro forma
    
    $
    12,203Income per common equivalent share:Basic  as reported
    
    $
    0.54Diluted  as reported
    
    $
    0.47Basic  pro forma
    
    $
    0.48Diluted  pro forma
    
    $
    0.42
  Thirteen Weeks EndedDecember 25,
    
    December 26,2005
    
    2004Risk-free interest rate
    
    
    4.4
    %
    
    
    3.9
    %Expected volatility
    
    
    45
    %
    
    
    41
    %Expected life (in years)
    
    
    7.3
    
    
    
    6.0Dividend yield
    
    
    
    
    
    
    
   Number of
    
    
    Weighted AverageShares
    
    
    Exercise PriceOutstanding at September 25, 2005
    
    
    2,790,631
    
    
    $
    24.38Granted
    
    
    435,000
    
    
    
    27.46Exercised
    
    
    (94,135
    )
    
    
    16.43Canceled
    
    
    (4,100
    )
    
    
    31.49Outstanding at December 25, 2005
    
    
    3,127,396
    
    
    
    25.03Options exercisable at December 25, 2005
    
    
    2,673,396
    
    
    
    24.57
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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 ($)14.81 to 15.44
    
    
    11,500
    
    
    
    5.0
    
    
    
    15.30
    
    
    
    11,500
    
    
    
    15.3017.02 to 17.33
    
    
    286,455
    
    
    
    0.9
    
    
    
    17.33
    
    
    
    286,455
    
    
    
    17.3318.75
    
    
    308,330
    
    
    
    3.9
    
    
    
    18.75
    
    
    
    308,330
    
    
    
    18.7519.05 to 19.13
    
    
    288,210
    
    
    
    4.9
    
    
    
    19.12
    
    
    
    288,210
    
    
    
    19.1220.19 to 21.64
    
    
    323,765
    
    
    
    5.9
    
    
    
    21.64
    
    
    
    323,765
    
    
    
    21.6423.29 to 24.77
    
    
    594,657
    
    
    
    5.4
    
    
    
    24.70
    
    
    
    594,657
    
    
    
    24.7027.00 to 30.28
    
    
    628,694
    
    
    
    7.9
    
    
    
    28.13
    
    
    
    193,694
    
    
    
    29.6532.05 to 45.06
    
    
    685,785
    
    
    
    8.2
    
    
    
    32.78
    
    
    
    666,785
    
    
    
    32.7414.81 to 45.06
    
    
    3,127,396
    
    
    
    6.0
    
    
    
    25.03
    
    
    
    2,673,396
    
    
    
    24.57
 (12) LEGAL CONTINGENCIES
 Securities Litigation
 Robert J. Averdick v. Hutchinson
Technology, Inc., Wayne M. Fortun, John A. Ingleman, and Jeffrey W. Green Sam Somyoy Poovakaw
v. Hutchinson Technology, Inc., Wayne M. Fortun, John A. Ingleman, and Jeffrey W. Green. Michael Huefner v. Hutchinson Technology, Jeffrey W.
Green, Wayne M. Fortun, John A. Ingleman, Richard J. Penn, R. Scott Schaefer and Beatrice A.
Graczyk.
  Derivative Litigation
 Saul Kopelowitz v. Wayne Fortun, et
al.
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Other Litigation
   (13) OTHER MATTERS
   (14) SEGMENT REPORTING
  12




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Thirteen Weeks EndedDecember 25,
    
    
    December 26,2005
    
    
    2004Net sales:Disk Drive Components Division
    
    $
    184,574
    
    
    $
    145,478BioMeasurement Division
    
    
    53
    
    
    
    138$
    184,627
    
    
    $
    145,616Income (loss) from operations:Disk Drive Components Division
    
    $
    7,242
    
    
    $
    16,181BioMeasurement Division
    
    
    (2,835
    )
    
    
    (1,656
    )$
    4,407
    
    
    $
    14,525
  13




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HUTCHINSON TECHNOLOGY INCORPORATED
 When we refer to we, us, HTI or the Company, we mean Hutchinson Technology Incorporated and
its subsidiaries. Unless otherwise indicated, references to 2008 mean HTIs fiscal year ending
September 28, 2008, references to 2007 mean HTIs fiscal year ending September 30, 2007,
references to 2006 mean HTIs fiscal year ending September 24, 2006, references to 2005 mean
HTIs fiscal year ended September 25, 2005, references to 2004 mean HTIs fiscal year ended
September 26, 2004, references to 2003 mean HTIs fiscal year ended September 28, 2003,
references to 2002 mean HTIs fiscal year ended September 29, 2002, references to 2001 mean
HTIs fiscal year ended September 30, 2001, and references to 2000 mean HTIs fiscal year ended
September 24, 2000.
 GENERAL
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
    
    demand or customer requirements;
    
    manufacturing yields or efficiencies;
    
    utilization of our production capacity;
    
    production and engineering costs associated with production of new products and features;
    
    product and feature mix;
    
    depreciation expense associated with adding production capacity;
    
    selling prices;
    
    infrastructure and expedited production and shipping costs; and
    
    costs of materials.
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RESULTS OF OPERATIONS
 Thirteen Weeks Ended December 25, 2005 vs. Thirteen Weeks Ended December 26, 2004.
   17




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LIQUIDITY AND CAPITAL RESOURCES
  18




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CRITICAL ACCOUNTING POLICIES
  Revenue Recognition
     Accounts Receivable
   Inventory Valuation
   20




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Long-Lived Assets
  Income Taxes
   RECENT ACCOUNTING PRONOUNCEMENTS
  MARKET TRENDS
  21




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OTHER MATTERS
   22




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CONTRACTUAL OBLIGATIONS
  Payments due by periodLess Than
    
    
    One to
    
    
    Three to
    
    
    More ThanTotal
    
    
    One Year
    
    
    Three Years
    
    
    Five Years
    
    
    Five YearsLong-term debt
    
    $
    157,426
    
    
    $
    1,198
    
    
    $
    2,667
    
    
    $
    153,076
    
    
    $
    485Interest expense
    
    
    16,291
    
    
    
    3,867
    
    
    
    7,462
    
    
    
    4,955
    
    
    
    7Operating leases
    
    
    27,456
    
    
    
    11,230
    
    
    
    13,882
    
    
    
    2,344
    
    
    
    Total
    
    $
    201,173
    
    
    $
    16,295
    
    
    $
    24,011
    
    
    $
    160,375
    
    
    $
    492
  OFF-BALANCE SHEET ARRANGEMENTS
   FORWARD-LOOKING STATEMENTS
  23




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Evaluation of Disclosure Controls and Procedures.
  Changes in Internal Control Over Financial Reporting.
  25




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PART II. OTHER INFORMATION
 
  SECURITIES LITIGATION
 Robert J. Averdick v. Hutchinson Technology, Inc.,
Wayne M. Fortun, John A. Ingleman, and Jeffrey W. Green Sam Somyoy Poovakaw v. Hutchinson
Technology, Inc., Wayne M. Fortun, John A. Ingleman, and Jeffrey W. Green. Michael Huefner v. Hutchinson Technology, Jeffrey W. Green, Wayne M. Fortun, John
A. Ingleman, Richard J. Penn, R. Scott Schaefer and Beatrice A. Graczyk.
  DERIVATIVE LITIGATION
 Saul Kopelowitz v. Wayne Fortun, et
al.
 OTHER LITIGATION
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RISK FACTORS
 Almost all of our sales depend on the disk drive industry, which is cyclical, subject to ongoing
technological innovation and subject to intense price competition.
    A slowdown in demand for computer systems and consumer electronics may cause a decline in demand
for suspension assemblies.
  To meet industry requirements, we must extend our existing process capabilities and develop new
products and features, which will increase our operating costs.
  28




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
    
    suspension assemblies with tighter performance specifications than our customers
currently require;
    
    suspension assemblies that incorporate new materials, such as thinner laminates which
are more difficult to handle in the manufacturing process;
    
    suspension assemblies that require additional or smaller electrical conductors;
    
    suspension assemblies for use with next-generation read/write heads; and
    
    suspension assemblies that incorporate dual stage actuators to improve head positioning
over increasingly tighter data tracks on each disk.
  Our investment in developing new process capabilities to produce suspension assemblies will result
in significant increases in our operating expenses and may not result in a product that is
acceptable to our customers.
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We may not be able to manufacture our products efficiently due to changes in product mix or
technology, or other unforeseen events.
     We may not be able to utilize our capacity efficiently or accurately plan our capacity
requirements, which may negatively affect our operating results.
   
    
    changes in the mix of specific products our customers buy and the features they require;
    
    the ability to add and train staff to operate our production equipment in advance of demand;
    
    the pace of technological change;
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
    
    variability in our manufacturing yields and productivity; and
    
    long lead times for most of our plant and equipment expenditures, requiring major
financial commitments well in advance of actual production requirements.
  We may experience difficulties in the implementation of and transition to our new ERP system.
  Our sales are concentrated in a small customer base.
  Our business is capital intensive and we may not be able to obtain the capital we need to maintain
or grow our business.
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
    
    our results of operations;
    
    general economic conditions and conditions in the disk drive industry;
    
    the perception in the capital markets of our business;
    
    our ratio of debt to equity;
    
    our financial condition;
    
    our business prospects; and
    
    changes in interest rates.
  Demand for our suspension assemblies will decline if we are unable to qualify our products in disk
drive programs.
  If the rate of data density improves significantly, demand for suspension assemblies may decrease.
  32




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Our operating results are subject to fluctuations.
  
    
    changes in overall demand for our products;
    
    changes in our manufacturing yields and related scrap recovery;
    
    changes in our production efficiency;
    
    changes in utilization of our production capacity;
    
    increased costs when we start producing new products and features, and ramping
high-volume production;
    
    changes in the specific products our customers buy and features they require;
    
    depreciation expense associated with adding production capacity;
    
    changes in our selling prices;
    
    changes in our manufacturing process, or problems related to our manufacturing process;
    
    changes in our infrastructure costs and expected production and shipping costs, and how
we control them;
    
    technological changes (such as data density improvements) that reduce the number of
suspension assemblies per drive required by drive makers;
    
    long disruptions in operations at any of our plants or our customers plants for any reason; and
    
    changes in the cost of, or limits on, available materials and labor.
     33




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If our customers improve their manufacturing yields, demand for our suspension assemblies may
decrease.
  We may not be able to adequately protect our intellectual property.
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
    
    enforce patents issued or licensed to us;
    
    protect trade secrets or know-how owned by us; or
    
    determine the enforceability, scope and validity of the intellectual property rights of others.
  We may have difficulty obtaining an adequate supply of raw materials that meet our strict
specifications at reasonable prices.
  Competing process capabilities and storage technology may reduce demand for our products.
   Taxation authorities could challenge certain tax positions we have taken.
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We expect that our BioMeasurement Division will continue to experience operating losses.
  We could incur substantial costs as a result of violations of or liabilities under environmental
laws.
  Servicing and repaying our existing debt may constrain our future operations.
  Our financing agreements contain restrictive covenants with which we may not be able to comply.
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We have been named as a defendant in securities class action litigation which may result in
substantial costs and divert managements attention and resources.
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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, as amended, 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).4.1
    
    Instruments defining the rights of security holders, including an indenture. The Registrant
agrees to furnish the SEC upon request copies of instruments with respect to long-term debt.4.2
    
    Share Rights Agreement dated as of 7/19/00, between HTI and Wells Fargo Bank Minnesota, N.A.,
as Rights Agent (incorporated by reference to Exhibit 1 to HTIs Registration Statement on
Form 8-A, dated 7/24/00).4.3
    
    Indenture dated as of 2/24/03 between HTI and LaSalle Bank National Association, as Trustee
(incorporated by reference to Exhibit 4.5 to HTIs Registration Statement on Form S-3,
Registration No. 333-104074).10
    
    Amended and Restated Loan Agreement dated as of 12/21/05 between HTI and LaSalle Bank
National Association (incorporated by reference to Exhibit 10 to HTIs Current Report on Form
8-K filed 12/28/05).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.
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SIGNATURES
  HUTCHINSON TECHNOLOGY INCORPORATEDDate: January 18, 2006
    
    By
    
    /s/Wayne M. FortunWayne M. FortunPresident and Chief Executive OfficerDate: January 18, 2006
    
    By
    
    /s/John A. InglemanJohn A. InglemanVice President and Chief Financial Officer
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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 Reference4.1
    
    Instruments defining the rights of security holders, including an
indenture. The Registrant agrees to furnish the SEC upon request
copies of instruments with respect to long-term debt.4.2
    
    Share Rights Agreement dated as of 7/19/00, between HTI and Wells
Fargo Bank Minnesota, N.A., as Rights Agent (incorporated by
reference to Exhibit 1 to HTIs Registration Statement on Form
8-A, dated 7/24/00).
    
    Incorporated by Reference4.3
    
    Indenture dated as of 2/24/03 between HTI and LaSalle Bank
National Association, as Trustee (incorporated by reference to
Exhibit 4.5 to HTIs Registration Statement on Form S-3,
Registration No. 333-104074).
    
    Incorporated by Reference10
    
    Amended and Restated Loan Agreement dated as of 12/21/05 between
HTI and LaSalle Bank National Association (incorporated by reference
to Exhibit 10 to HTIs Current Report on Form
8-K filed 12/28/05).
    
    Incorporated by Reference31.1
    
    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
 40