Mail Stop 0306
January 5, 2005
Via Facsimile and U.S. Mail
Mr. Paul Coghlan
Chief Financial Officer
Linear Technology Corporation
1630 McCarthy Boulevard
Milpitas, CA 95035
Re: Linear Technology Corporation
Form 10-K for the year ended June 27, 2004
Filed September 3, 2004
File No. 0-14864
Dear Mr. Coghlan:
We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments. Where indicated, we think you should revise your
future filings in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 15
1. We note on page 8 you briefly reference a license agreement
with
Texas Instruments. Supplementally tell us and revise your
Management`s Discussion and Analysis in future filings to provide
additional details regarding this and any other similar material
agreements. Discuss the significant terms of the agreement and
how
the agreement will impact your business going forward, including
discussion of any royalty payments that may be due under these
agreements.
2. Tell us more about the long-term royalty agreement you refer to
under Interest income, net, on page 15. Tell us how a royalty
agreement impacts your interest expense. Support your accounting
for
this with references to appropriate accounting literature.
Critical Accounting Policies - Page 15
3. Your critical account policy disclosures do not provide the
information related to the underlying estimates and judgments
required by FR-72 and SEC Release No. 33-8098. The critical
accounting policies discussion should supplement, not duplicate,
the
description of accounting policies that are disclosed in the notes
to
the financial statements. While accounting policy notes in the
financial statements generally describe the method used to apply
an
accounting principle, the discussion in MD&A should present a
company`s analysis of the uncertainties involved in applying a
principle at a given time or the variability that is reasonably
likely to result from its application over time. Please revise
future filings to specifically address the following:
a. Provide information regarding how you arrived at the estimate;
b. How accurate the estimate or assumption has been in the past;
c. How much the estimate or assumption has changed in the past;
and
d. Whether the estimate or assumption is reasonably likely to
change
in the future.
Consolidated Financial Statements
Note 1. Description of Business and Significant Accounting
Policies
Segment Reporting - Page 26
4. Revise future filings to provide the disclosures required by
paragraph 37 of SFAS 131, or supplementally tell us why you do not
believe it is required.
5. We note on page 10 that you appear to have managers of three
different product groups. Supplementally tell us why you believe
you
have only one segment, considering the guidance of SFAS 131.
Supplementally provide details of the information that your chief
operating decision maker reviews in making decisions regarding
resource allocation and in assessing performance.
6. If you are aggregating segments, supplementally tell us why you
believe you are in compliance with paragraph 17 and 19 of SFAS
131.
In addition, revise future filings to disclose that you are
aggregating segments and address why you meet the criteria in
paragraphs 17 and 19 of SFAS 131, including why you believe the
segments have similar economic characteristics.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your responses to our
comments.
You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2813 if you have questions regarding these
comments. In this regard, do not hesitate to contact Martin
James,
the Senior Assistant Chief Accountant, at (202) 942-1984.
Sincerely,
Daniel Gordon
Branch Chief
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Mr. Paul Coghlan
Linear Technology Corporation
January 5, 2005
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