8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 15, 2008

LINEAR TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-14864	94-2778785
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1630 McCarthy Boulevard

Milpitas, California 95035

(Address of principal executive offices, including zip code)

(408) 432-1900

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On January 15, 2008, Linear Technology Corporation issued a press release titled “Linear Technology reports quarterly and year over year increases in revenues and earnings per share and increases it’s quarterly cash dividend from $0.18 to $0.21 per share.”  The text of the Company’s press release is attached hereto as Exhibit 99.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits.

Exhibit Number	Description
99.1	On January 15, 2008, Linear Technology reports quarterly and year over year increases in revenues and earnings per share and increases it’s quarterly cash dividend from $0.18 to $0.21 per share.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			LINEAR TECHNOLOGY CORPORATION
			(Registrant)
Date:	January 15, 2008
		By:	/s/ Paul Coghlan
				Paul Coghlan
				Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of press release, dated January 15, 2008 titled “Linear Technology reports quarterly and year over year increases in revenues and earnings per share and increases it’s quarterly cash dividend from $0.18 to $0.21 per share.”

EX-99.1

Contact:	Paul Coghlan	5:00 EDT
	Vice President, Finance	Tuesday, January 15, 2008
	(408) 432-1900	NATIONAL DISTRIBUTION

LINEAR TECHNOLOGY REPORTS QUARTERLY AND YEAR OVER YEAR INCREASES IN REVENUES AND EARNINGS PER SHARE AND INCREASES IT’S QUARTERLY CASH DIVIDEND FROM $0.18 TO $0.21 PER SHARE.

Milpitas, California, January 15, 2008, Linear Technology Corporation (NASDAQ-LLTC), a leading, independent manufacturer of high performance linear integrated circuits, today reported financial results for the quarter ended December 30, 2007.  Revenue for the second quarter of fiscal year 2008 increased 2.6% to $288.7 million over the previous quarter’s revenue of $281.5 million and increased 7.8% or $20.9 million over $267.8 million in the second quarter of fiscal year 2007.  Diluted earnings per share (“EPS”) of $0.41 increased $0.01 per share over the first quarter of fiscal year 2008 and increased $0.07 per share over the second quarter of fiscal year 2007.  Second quarter Generally Accepted Accounting Principles (“GAAP”) net income of $93.8 million increased $2.3 million or 2.5% from $91.5 million reported in the first quarter of fiscal year 2008. Net income decreased $11.3 million or 10.7% from $105.0 million in the second quarter of last fiscal year primarily due to the increase in net interest expense as a result of the Company’s issuance of convertible debt during fiscal year 2007. During the December quarter the Company’s cash and short-term investments balance increased $54.5 million net of spending $32.1 million to purchase 1.0 million shares of its common stock.

The Company also increased its dividend from $0.18 per share to $0.21 per share for the quarter.  This cash dividend will be paid on February 27, 2008 to stockholders of record on February 15, 2008.

Non-GAAP diluted EPS for the second quarter of fiscal year 2008 was $0.46 per share, a $0.01 per share increase over the first quarter of fiscal year 2008 and a $0.07 per share increase over the second quarter of fiscal year 2007.  Second quarter non-GAAP net income of $104.0 million increased $2.6 million over $101.4 million in the first quarter and decreased $13.8 million from the second quarter of fiscal year 2007.  The Company’s non-GAAP measures set forth above exclude charges related to stock-based compensation.  The Company’s management uses non-GAAP net income and non-GAAP net income per diluted share to evaluate the Company’s current operating results and financial results and to compare them against historical financial results.  Reconciliations of reported net income and reported net income per diluted share to non-GAAP net income and non-GAAP net income per diluted share, respectively, are included at the end of this press release.

According to Lothar Maier, CEO, “The Company grew revenues sequentially 2.6% in the December quarter. This marks the third consecutive quarter that the Company has sequentially grown revenues.  In the same time period the Company has grown EPS faster than revenues.  We are pleased with the Company’s results as we have grown revenues, sustained our margins, lowered our outstanding shares by 25%, grown EPS and increased our quarterly dividend by 17%.

Looking ahead, given the concerns about economic difficulties particularly in the USA, March is a challenging quarter to forecast. From a Linear specific point of view, March should be a good growth quarter. We had a positive book to bill ratio in the December quarter and we would expect the March quarter to have strength in the industrial and communication end markets to more than offset the normal seasonal softness in the consumer end market. However, the overriding general economic conditions merit concern. Consequently, we presently estimate that revenues and earnings will grow 1% to 5% sequentially from the December quarter.”

Except for historical information contained herein, the matters set forth in this press release are forward-looking statements.  In particular, the statements regarding the demand for our products, our customers’ ordering patterns and the anticipated trends in our sales and profits are forward-looking statements.  The forward-looking statements are dependent on certain risks and uncertainties, including such factors, among others, as the timing, volume and pricing of new orders received and shipped, the timely introduction of new processes and products, general conditions in the world economy and financial markets and other factors described in our 10-K for the fiscal year ended July 1, 2007.

Company officials will be discussing these results in greater detail in a conference call tomorrow, Wednesday, January 16, 2008 at 8:30 a.m. Pacific Coast Time.   Those investors wishing to listen in may call (877) 681-3377 before 8:15 a.m. to be included in the audience.   There will be a live webcast of this conference call that can be accessed through www.linear.com or www.streetevents.com.  A replay of the conference call will be available from January 16, 2008 through January 22, 2008

You may access the archive by calling (719) 457-0820 and entering reservation #6421148.  An archive of the webcast will also be available at www.linear.com and www.streetevents.com as of January 16, 2008 until the second quarter earnings release next year.

Linear Technology Corporation, a manufacturer of high performance linear integrated circuits, was founded in 1981, became a public company in 1986 and joined the S&P 500 index of major public companies in 2000.  Linear Technology products include high performance amplifiers, comparators, voltage references, monolithic filters, linear regulators, DC-DC converters, battery chargers, data converters, communications interface circuits, RF signal conditioning circuits, uModuleTM products, and many other analog functions.  Applications for Linear Technology’s high performance circuits include telecommunications, cellular telephones, networking products such as optical switches, notebook and desktop computers, computer peripherals, video/multimedia, industrial instrumentation, security monitoring devices, high-end consumer products such as digital cameras and MP3 players, complex medical devices, automotive electronics, factory automation, process control, and military and space systems.  For more information, visit www.linear.com.

For further information contact Paul Coghlan at Linear Technology Corporation, 1630 McCarthy Blvd., Milpitas, California   95035-7417, (408) 432-1900.

LINEAR TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

GAAP (unaudited)

	Three Months Ended									Six Months Ended
	Dec. 30,			Sep. 30,			Dec. 31,			Dec. 30,			Dec. 31,
	2007			2007			2006			2007			2006
Revenues	$	288,720		$	281,488		$	267,854		$	570,208		$	559,970
Cost of sales (1)		66,212			64,061			59,313			130,273			123,640
Gross profit		222,508			217,427			208,541			439,935			436,330
Expenses:
Research & development (1)		47,799			47,780			44,961			95,579			91,480
Selling, general & administrative (1)		33,557			32,781			33,597			66,338			68,022
		81,356			80,561			78,558			161,917			159,502
Operating income		141,152			136,866			129,983			278,018			276,828
Interest expense		(14,474	)		(14,462	)		(433	)		(28,936	)		(876	)
Interest income		7,258			6,434			16,300			13,692			32,780
Income before Income taxes		133,936			128,838			145,850			262,774			308,732
Provision for Income taxes		40,181			37,363			40,838			77,544			91,331
Net income	$	93,755		$	91,475		$	105,012		$	185,230		$	217,401
Earnings per share:
Basic	$	0.42		$	0.41		$	0.35		$	0.83		$	0.72
Diluted	$	0.41		$	0.40		$	0.34		$	0.81		$	0.71
Shares used in the calculation of earnings per share:
Basic		223,494			224,093			299,724			223,137			300,385
Diluted		227,119			229,230			304,959			227,687			305,774
(1) Includes stock-based compensation charges as follows:
Cost of sales	$	1,972		$	1,897		$	2,840		$	3,869		$	5,602
Research & development		8,182			7,747			9,281			15,929			18,183
Sales, general & administrative		4,528			4,300			5,640			8,828			11,062

LINEAR TECHNOLOGY CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
	Dec. 30,			July 1,
	2007			2007
	(unaudited)			(audited)
ASSETS:
Current assets:
Cash, cash equivalent and short-term investments	$	806,633		$	633,307
Accounts receivable, net of allowance for doubtful
accounts of $1,765 ($1,775 at July 1, 2007)		150,015			130,546
Inventories		52,486			51,075
Deferred tax assets and other current assets		51,712			46,176
Total current assets		1,060,846			861,104
Property, plant & equipment, net		256,875			266,600
Other noncurrent assets		92,059			91,153
Total assets	$	1,409,780		$	1,218,857
LIABILITIES & STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	12,263		$	11,161
Accrued income taxes, payroll & other accrued liabilities		97,869			128,762
Deferred income on shipments to distributors		38,283			39,946
Total current liabilities		148,415			179,869
Convertible senior notes		1,700,000			1,700,000
Deferred tax and other long-term liabilities		125,727			46,953
Stockholders’ equity:
Common stock		978,963			902,135
Accumulated deficit		(1,545,293	)		(1,609,453	)
Accumulated other comprehensive income		1,968			(647	)
Total stockholders’ deficit		(564,362	)		(707,965	)
	$	1,409,780		$	1,218,857

LINEAR TECHNOLOGY CORPORATION

RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME

(In thousands, except per share amounts)

	Three Months Ended							Six Months Ended
	Dec. 30,		Sep. 30,		Dec. 31,			Dec. 30,		Dec. 31,
	2007		2007		2006			2007		2006
Reported net income
(GAAP basis)	$  93,755		$  91,475		$  105,012			$  185,230		$  217,401
Stock-based compensation (1)	14,682		13,944		17,761			28,626		34,847
Income tax effect of
non-GAAP adjustments	(4,405)		(4,044)		(4,973)			(8,447)		(10,308)
Non-GAAP net income	$  104,032		$  101,375		$  117,800			$  205,409		$  241,940
Non-GAAP earnings per share excluding the effects of stock-based compensation:
Basic	$        0.47		$        0.45			$        0.39		$        0.92		$        0.81
Diluted	$        0.46		$        0.45			$        0.39		$        0.91		$        0.80
Shares used in the calculation of Non-GAAP earnings per share:
Basic	223,494		224,093			299,724		223,137		300,385
Diluted	225,647	(2)	227,591	(2)		303,005	(2)	226,075	(3)	303,845	(3)

1)   Linear began expensing stock options in the first quarter of fiscal year 2006.

2)   Excludes 1,472, 1,639and 1,954 shares for the three months ended December 30, 2007, September 30, 2007 and December 31, 2006, respectively, to conform diluted outstanding shares calculated under FAS123R to diluted shares calculated under prior accounting standards.

3)   Excludes 1,612and 1,929 shares for the six months ended December 30, 2007 and December 31, 2006, respectively, to conform diluted outstanding shares calculated under FAS123R to diluted shares calculated under prior accounting standards.

The Company’s non-GAAP measures set forth above exclude charges related to stock-based compensation.  The Company’s management uses non-GAAP net income and non-GAAP net income per diluted share to evaluate the Company’s current operating results and financial results and to compare them against historical financial results.  The Company excludes stock-based compensation expenses and the related tax effects primarily because they are significant non-cash expense estimates which management separates for consideration when evaluating and managing business operations.

In addition, the Company believes that providing investors with these non-GAAP measurements enhances their ability to compare the Company’s business against that of its many competitors who employ and disclose similar non-GAAP measures.  This financial measure may be different from non-GAAP methods of accounting and reporting used by the Company’s competitors to the extent their non-GAAP measures include other items.  The presentation of this additional information should not be considered a substitute for net income or net income per diluted share prepared in accordance with GAAP.