UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X Annual Report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (no fee required, effective October 7, 1996)
For the Fiscal Year Ended December 31, 1996
or
__ Transition Report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (no fee required)
For the Transition Period from _____________ to ____________
Commission File No. 33-302059
BURR-BROWN CORPORATION FUTURE INVESTMENT TRUST
(Plan Title)
BURR-BROWN CORPORATION
(Name of Issuer)
6730 S. Tucson Boulevard
Tucson, AZ 85706
(Principal Executive Office)
FINANCIAL STATEMENTS AND EXHIBITS
Attached hereto and incorporated herein and made a part hereof are the
following:
Financial Statements
1. Audited financial statements and schedules of the Burr-
Brown Corporation Future Investment Trust for the fiscal years
ended December 31, 1996 and 1995
Exhibits
1. Consent of Ernst & Young LLP, for incorporation by reference of
Form 11-K into registrant's previously filed Registration
Statement No. 33-302059.
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
BURR-BROWN CORPORATION
FUTURE INVESTMENT TRUST
DATE: June 25, 1997
G. ROGER MYERS
------------------
G. Roger Myers
Treasurer
and Chairman of Plan Committee
Financial Statements
and Supplemental Schedules
Burr-Brown Corporation Future Investment Trust
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
Burr-Brown Corporation Future Investment Trust
Financial Statements
and Supplemental Schedules
Years ended December 31, 1996 and 1995
Contents
Report of Independent Auditors ........................... 1
Financial Statements
Statements of Net Assets Available for Benefits, with Fund
Information ............................................. 2
Statements of Changes in Net Assets Available for Benefits,
with Fund Information ................................... 3
Notes to Financial Statements ............................. 4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes ........... 11
Schedule of Reportable Transactions ....................... 12
Report of Independent Auditors
Burr-Brown Corporation as Plan Administrator of the
Burr-Brown Corporation Future Investment Trust
We have audited the accompanying statements of net assets available for
plan benefits of the Burr-Brown Corporation Future Investment Trust (the
Plan) as of December 31, 1996 and 1995, and the related statements of
changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits
of the Plan at December 31, 1996 and 1995, and the changes in its net
assets available for benefits for the years then ended, in conformity
with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of DecemberE31,
1996, and reportable transactions for the year then ended, are
presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974, and are not a required part of
the financial statements. The fund information in the statement of net
assets available for plan benefits and the statement of changes in net
assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in our audits of the
financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a
whole.
<TABLE>
May 13, 1997
Burr-Brown Corporation Future Investment Trust
Statements of Net Assets Available for Benefits, with Fund Information
<CAPTION>
December 31, 1996
Fund Information
Participant Stock Participant
Directed Bonus Loan
Funds Fund Fund Total
<S> <C> <C> <C> <C>
Assets
Investments at fair
value:
Mutual funds $28,023,441 $28,023,441
Burr-Brown Corporation
common stock 8,856,079 1,848,392 10,704,471
Participant notes
receivable 1,076,621 1,076,621
Common trust funds 18,347 8,489 26,836
Total investments 36,897,867 1,856,881 1,076,621 39,831,369
Net assets available
for benefits $ 36,897,867 $ 1,856,881 $1,076,621 $39,831,369
<CAPTION>
December 31, 1995
Fund Information
Participant Stock Participant
Directed Bonus Loan
Funds Fund Fund Total
<S> <C> <C> <C> <C>
Assets
Investments at fair
value:
Mutual funds $19,068,024 $19,068,024
Burr-Brown Corporation
common stock 6,909,115 6,989,410 13,898,525
Participant notes
receivable 703,961 703,961
Common trust funds 4,093,935 8,245 21,151 4,123,331
Total investments 30,071,074 6,997,655 725,112 37,793,841
Net assets available for
benefits $30,071,074 $6,997,655 $725,112 $37,793,841
<FN>
See accompanying notes.
</FN>
</TABLE>
<TABLE>
Burr-Brown Corporation Future Investment Trust
Statements of Changes in Net Assets Available for Benefits,
with Fund Information
<CAPTION>
Year Ended December 31, 1996
Fund Information
Participant Stock Participant
Directed Bonus Loan
Funds Fund Fund Total
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employee $3,162,058 $ 3,162,058
Employer 749,004 749,004
Investment income 1,808,492 80,424 1,888,916
5,719,554 80,424 5,799,978
Deductions:
Benefits paid to
participants 3,558,118 395,645 787,405 4,741,168
Administrative expenses 130,466 130,466
3,688,584 395,645 787,405 4,871,634
Realized gains on
investments 1,583,277 1,009,860 2,593,137
Net unrealized
appreciation (deprec-
iation) in fair
value of investments 185,871 (1,669,824) (1,483,953)
Net additions
(deductions) 3,800,118 (1,055,609) (706,981) 2,037,528
Interfund transfers 3,026,675 (4,085,165) 1,058,490
Net assets available for
benefits at beginning
of year 30,071,074 6,997,655 725,112 37,793,841
Net assets available for
benefits at end of year $36,897,867 $1,856,881 $1,076,621 $39,831,369
<CAPTION>
Year Ended December 31, 1995
Fund Information
Participant Stock Participant
Directed Bonus Loan
Funds Fund Fund Total
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 2,595,116 $ 2,595,116
Employer 640,639 640,639
Investment income 1,191,806 46,999 1,238,805
4,427,561 46,999 4,474,560
Deductions:
Benefits paid to
participants 1,368,271 692,749 442,530 2,503,550
Administrative
expenses 53,994 53,994
1,422,265 692,749 442,530 2,557,544
Realized gains on
investments 832,524 3,993,016 4,825,540
Net unrealized
appreciation
(depreciation) in
fair value of
investments 3,372,344 5,948,725 9,321,069
Net additions
(deductions) 7,210,164 9,248,992 (395,531) 16,063,625
Interfund transfers 6,438,675 (7,033,584) 594,909
Net assets available
for benefits at
beginning of year 16,422,235 4,782,247 525,734 21,730,216
Net assets available
for benefits at end
of year $30,071,074 $6,997,655 $725,112 $37,793,841
<FN>
See accompanying notes.
</FN>
</TABLE>
Burr-Brown Corporation Future Investment Trust
Notes to Financial Statements
December 31, 1996
1. Summary of Significant Accounting Policies
Accounting Method
The financial statements of the Burr-Brown Corporation (BBC) Future
Investment Trust (the Plan) are prepared on the accrual basis.
Valuation of Investments
Investments are stated at aggregate fair value. Mutual funds, common
trust funds, and shares of BBC common stock are valued based on quoted
sales price on the last business day of the Plan year. Participant
loans are valued at cost which approximates fair value.
The cost of BBC stock sold or distributed, common trust funds sold, and
mutual funds sold is determined using the first-in first-out method.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
2. Description of The Plan
The following description of the Plan provides only general
information. Participants should refer to the Summary Plan Description
of the Burr-Brown Corporation Future Investment Trust and/or the Plan
document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan which covers substantially all
employees immediately upon employment and provides for retirement,
death, and disability benefits. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each participant is entitled to make a pre-tax salary reduction
contribution from 1% to 15% of their eligible salary (1% to 10% of
eligible salary for highly compensated participants as defined in the
Plan document), subject to limits under the tax law. Twenty-five
percent of each participant's salary reduction contribution is matched
by BBC.
2. Description of The Plan (continued)
Participant Accounts
Eight accounts are maintained for each participant: an Employee
Deferral Contributions Account which contains each participant's
personal contributions through salary reduction; a Company Matching
Contributions Account which contains BBC's matching contributions; a
1986 Profit Sharing Account and a Company Profit Sharing Contributions
Account which contain the participant's share of BBC's discretionary
contributions; a Stock Bonus Rollover Account which contains each
participant's share of funds transferred from their Stock Bonus
Account; a Rollover Account for each participant who makes a rollover
contribution (collectively the six accounts are invested in accordance
with participants instructions and presented as participant directed
funds); a Loan Account; and a Stock Bonus Account which contains the
participant's share of BBC stock transferred from a predecessor defined
contribution plan to the Plan. At the end of each quarter, the separate
accounts are adjusted to reflect each participant's share of the income
and gain or loss experienced by the applicable fund. The employer's
matching contribution is credited monthly to the participant's Company
Matching Contributions Account. The Board of BBC may, in its sole
discretion, make a profit sharing contribution which will be credited
annually on the basis of compensation to the participant's Company
Profit Sharing Contributions Account, if any, for participants who are
active employees as of year end.
The Plan was amended on July 1, 1995 to allow participants to transfer
all or part of their Stock Bonus Account into a Stock Bonus Rollover
Account, which could then be invested at the participants' direction as
with other participant directed funds. The opportunity for
participants to initiate these transfers expired on April 15, 1996.
Vesting
Each participant is 100% vested in their Employee Deferral Contributions
Account, 1986 Profit Sharing Account, Stock Bonus Rollover Account,
Stock Bonus Account and Rollover Account. Each participant is 25% vested
after one year of vesting service in his/her Company Profit Sharing
Contributions Account and Company Matching Contributions Account with
such vesting increasing by 25% for each year of vesting service thereafter,
until the participant is fully vested after four years. All participants
become fully vested in their accounts upon Plan termination, death,
disability (as defined in the Plan document) and normal retirement age
(age 65).
Any forfeitures incurred by Plan participants are used to reduce future
Company contributions.
2. Description of The Plan (continued)
Payment of Benefits
On termination of service, a participant will receive a lump-sum amount
equal to the vested value of the participant's account. The Plan has an
obligation to participants who terminated employment with BBC and have
requested payment of their participant account balance of $439,722 at
December 31, 1996, which will be paid in 1997.
Participant Notes Receivable
Participants may borrow from their Employee Deferral Contributions and
Rollover Accounts a minimum of $1,000 up to a maximum of $50,000 or 50%
of their vested funds. The loans are collateralized by 50% of the
balance credited to the participants' accounts and bear interest at a
rate commensurate with local prevailing rates as determined quarterly
by the Plan Administrator. Loan terms range from 1 to 15 years and are
paid ratably through payroll deductions, or if payroll deductions are
not possible, through quarterly installments.
Investment Options
The Employee Deferral Contributions Account, Company Matching
Contributions Account, Stock Bonus Rollover Account, Company Profit
Sharing Contributions Account, 1986 Profit Sharing Account and Rollover
Account are invested in the investment options listed in the table
below at the direction of the participant. The BBC Stock Fund
represents funds invested in shares of BBC common stock.
The Fixed Income, Aggressive, Balanced, Conservative, and Maximum
Growth investment options consist of various mutual funds offered by
the Frank Russell Investment Company (Frank Russell) which invest in
domestic and international stocks, debt instruments, investment
contracts, and government securities. The mix of mutual funds in each
of these Frank Russell investment options is based on guidelines
established by the Plan's Committee.
2. Description of The Plan (continued)
The following table summarizes the activities of the participant
directed funds for the years ended December 31:
<TABLE>
<CAPTION>
1996
Employee and Administrative
Employer Expenses
Balance at Contributions and
Beginning of Benefits Paid
Year
<S> <C> <C> <C>
BBC Stock Fund $ 6,909,115 $ 338,167 $ (399,226)
Fixed Income Fund 8,587,827 726,045 (1,107,830)
Aggressive Fund 5,981,894 1,248,682 (563,102)
Balanced Fund 3,993,838 567,569 (504,244)
Conservative Fund 1,052,702 124,854 (269,231)
Maximum Growth Fund 3,545,698 905,745 (844,951)
$30,071,074 $3,911,062 $(3,688,584)
<CAPTION>
1996
Investment
Income and Net
Realized and
Unrealized Balance at
Gains Transfers End of Year
<S> <C> <C> <C>
BBC Stock Fund $ 328,945 $1,679,078 $ 8,856,079
Fixed Income Fund 552,636 401,693) 8,356,985
Aggressive Fund 1,144,000 269,934 8,081,408
Balanced Fund 521,556 (345,791) 4,232,928
Conservative Fund 109,984 (41,163) 977,146
Maximum Growth Fund 920,519 1,866,310 6,393,321
$3,577,640 $3,026,675 $36,897,867
</TABLE>
<TABLE>
<CAPTION>
1995
Administrative
Employee and Expenses
Employer and
Balance at Contributions Benefits Paid
Beginning of
Year
<S> <C> <C> <C>
BBC Stock Fund $ 2,031,935 $ 238,610 $ (283,225)
Fixed Income Fund 6,216,728 837,781 (446,740)
Aggressive Fund 3,338,463 892,178 (380,837)
Balanced Fund 2,371,831 518,011 (92,241)
Conservative Fund 654,208 132,883 (115,506)
Maximum Growth Fund 1,809,070 616,292 (103,716)
$16,422,235 $3,235,755 $(1,422,265)
<CAPTION>
1995
Investment
Income and Net
Realized and
Unrealized Gains
Balance at
End of Year
Transfers
<S> <C> <C> <C>
BBC Stock Fund $2,742,786 $2,179,009 $ 6,909,115
Fixed Income Fund 466,130 1,513,928 8,587,827
Aggressive Fund 913,367 1,218,723 5,981,894
Balanced Fund 554,476 641,761 3,993,838
Conservative Fund 125,382 255,735 1,052,702
Maximum Growth Fund 594,533 629,519 3,545,698
$5,396,674 $6,438,675 $30,071,074
</TABLE>
3. Investments
The following table represents the fair values of investments as
determined by quoted market value at December 31, 1996 and 1995, and
the net realized and unrealized appreciation or depreciation in each
year then ended:
<TABLE>
<CAPTION>
1996 1995
Net Realized
and Net
Unrealized Realized
Appreciation/ Fair and
(Depreciation) Value at Unrealized
During the End of Appreciation Fair Value
Year Year During the at End of
Year Year
<S> <C> <C> <C> <C>
Mutual Funds $1,440,914 $28,023,441 $ 1,462,973 $19,068,024
Burr-Brown Common
Stock (331,730) 10,704,471 12,683,636 13,898,525
Participant notes
receivable 1,076,621 703,961
Common Trust Funds 26,836 4,123,331
$1,109,184 $39,831,369 $14,146,609 $37,793,841
</TABLE>
Net realized and unrealized appreciation (depreciation) for the
years ended December 31 were comprised of the following:
<TABLE>
<CAPTION>
1996 1995
Burr-Brown Burr-Brown
Mutual Common Mutual Common
Funds Stock Funds Stock
<S> <C> <C> <C> <C>
Realized gains:
Market value of sales
and distributions $5,474,969 $2,965,812 $2,828,450 $ 6,205,212
Cost of sales and
distributions 4,932,228 915,416 2,819,545 1,388,577
542,741 2,050,396 8,905 4,816,635
Unrealized gains
(losses):
Beginning of year 900,035 9,637,877 (554,033) 1,770,876
End of year 1,798,208 7,255,751 900,035 9,637,877
898,173 (2,382,126) 1,454,068 7,867,001
$1,440,914 $ (331,730) $1,462,973 $12,683,636
</TABLE>
3. Investments (continued)
The fair value of individual investments that represent 5% or
more of the Plan's net assets are as follows:
<TABLE>
<CAPTION>
December 31
1996 1995
<S> <C> <C>
Mutual Funds:
Frank Russell Investment Company:
Equity I Fund (120,840 and 88,361 $4,071,805 $ 2,676,048
shares)
Equity II Fund (72,615 and 48,869 2,182,095 1,411,339
shares)
Equity Q Fund (112,279 and 82,131 3,698,454 2,496,793
shares)
Fixed Income III Fund (313,005 and
224,079 shares) 3,183,261 2,316,981
Investment Contract Fund (457,791
and 338,456 shares) 8,339,694 5,600,613
International Fund (62,729 2,345,443 1,596,151
and 44,020 shares)
Common Stock:
Burr-Brown Corporation (422,404 and
541,911 shares) 10,704,471 13,898,525
Common Trust Fund:
Wells Fargo Bank Employee Benefit
Reserve Fund (26,836 and 26,836 4,123,331
4,123,331 shares)
</TABLE>
4. Income Tax Status
The Internal Revenue Service has issued a determination letter dated
June 20, 1996 that the Plan qualifies, in form, under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the Code) and the
underlying trust is, therefore, exempt from federal income tax under
Section 501(a) of the Code. The Plan is required to operate in
accordance with the Code to maintain its tax qualification. The Plan
administrator is not aware of any course of actions or series of
events that have occurred which might adversely affect the PlanOs
qualified status.
5. Agreements and Transactions with Parties-In-Interest
The Plan maintains investments in BBC's common stock held in each
applicable participants' Stock Bonus Account. Certain officers of BBC
are trustees of such Plan assets and Wells Fargo Bank serves as trustee
of the Plan for all Plan assets except those held in the Stock Bonus
Account.
During 1996, fund management fees and a portion of other administrative
fees were paid out of Plan assets, while legal and accounting fees were
paid by BBC. During 1995, fund management fees were paid out of Plan
assets, while all other administrative fees were paid for by BBC.
<TABLE>
Burr-Brown Corporation Future Investment Trust
Schedule of Assets Held for Investment Purposes
December 31, 1996
<CAPTION>
Description of Current
Identity of Issuer Investment Cost Value
<S> <C> <C> <C>
Mutual Funds:
Frank Russell Investment
Company:
Equity I Fund 120,840 shares $ 3,757,271 $ 4,071,805
Equity II Fund 72,615 shares 2,081,353 2,182,095
Equity III Fund 41,502 shares 1,187,884 1,231,767
Equity Q Fund 112,279 shares 3,311,566 3,698,454
Fixed Income I Fund 56,240 shares 1,185,319 1,180,474
Fixed Income II Fund 9,732 shares 179,842 178,687
Fixed Income III Fund 313,005 shares 3,164,869 3,183,261
International Fund 62,729 shares 2,304,425 2,345,443
Emerging Markets Fund 47,044 shares 565,451 580,989
Real Estate Securities Fund 35,312 shares 831,786 1,030,772
Investment Contract Fund 457,791 shares 7,655,467 8,339,694
---------- ----------
26,225,233 28,023,441
Common Stock:
Burr-Brown Corporation * 422,404 shares 3,448,720 10,704,471
Participant notes
receivable:
Varying amounts and terms various 1,076,621 1,076,621
Common Trust Fund:
Wells Fargo Bank * Employee
Benefit Reserve Fund 26,836 shares 26,836 26,836
----------- -----------
$29,700,789 $39,831,369
<FN>
Party-in-interest
</FN>
</TABLE>
<TABLE>
Burr-Brown Corporation Future Investment Trust
Schedule of Reportable Transactions
Year Ended December 31, 1996
<CAPTION>
Purchase Selling
Identity of Party Description of Price Price
Involved Assets
<S> <C> <C> <C>
i)A single transaction
involving investments in
excess of 5% of the
current value of Plan
assets at the beginning
of the year:
Frank Russell Investment
Company:
Investment Contract Fund Purchase of 118,428 $2,058,635
Shares
iii) A series of
transactions with respect
to securities of the same
issue which amount in the
aggregate to more than 5%
of current value of total
Plan assets at the
beginning of the year:
Frank Russell Investment
Company:
Equity I Fund 136 purchases of
208,972 shares 1,491,973
134 sales of 23,770
shares 737,480
Equity Q Fund 143 purchases of
51,642 shares 1,632,655
113 sales of 21,749
shares 725,394
Fixed Income III Fund 166 purchases of
137,982 shares 1,406,273
83 sales of 49,058
shares 494,421
Investment Contract Fund 55 purchases of
233,295 shares 4,076,185
94 sales of
113,963 shares 2,035,554
Burr Brown Common 45 purchases of
Stock * 21,873 shares 461,328
46 sales of
141,379 shares 2,965,812
<FN>
Party-in-interest
</FN>
<CAPTION>
Expenses Current
Incurred Cost of Value of
Identity of Party with Asset Asset on Net
Involved Transaction Transaction Gain/
Date (Loss)
<S> <C> <C> <C> <C>
i)A single transaction
involving investments in
excess of 5% of the
current value of Plan
assets at the beginning
of the year:
Frank Russell Investment
Company:
Investment Contract Fund $2,058,635 $2,058,635
iii) A series of
transactions with respect
to securities of the same
issue which amount in the
aggregate to more than 5%
of current value of total
Plan assets at the
beginning of the year:
Frank Russell Investment
Company:
Equity I Fund 1,491,973 1,491,973
620,973 737,480 116,743
Equity Q Fund 1,632,655 1,632,655
590,813 725,394 134,581
Fixed Income III Fund 1,406,273 1,406,273
521,694 494,421 (27,273)
Investment Contract Fund 4,076,185 4,076,185
1,727,672 2,035,554 307,882
Burr Brown Common Stock* 461,328 461,328
915,416 2,965,812 2,050,396
<FN>
Party-in-interest
</FN>
There were no transactions under categories ii) or iv) in 1996.
</TABLE>
EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-302059) pertaining to the Burr-Brown
Corporation Future Investment Trust of our report dated May 13, 1997
with respect to the financial statements and schedules of the
Burr-Brown Corporation Future Investment Trust incuded in this Annual
Report (Form 11-K) for the year ended December 31, 1996.
ERNST & YOUNG LLP
Tucson, Arizona
June 19, 1997
