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, 1997
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. 333-02059
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:
a) Financial Statements
1. Audited financial statements and schedules of the Burr-
Brown Corporation Future Investment Trust for the fiscal
year ended December 31, 1997 and 1996.
b) Exhibits
1. Consent of Ernst & Young LLP, for incorporation by reference
of Form 11-K into registrant's previously filed Registration
Statement No. 333-02059.
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 _________________
______________________________
J. Scott Blouin
Chief Financial Officer
Financial Statements
and Supplemental Schedules
Amended and Restated Burr-Brown Corporation Future Investment Trust
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
Amended and Restated Burr-Brown Corporation Future Investment Trust
Financial Statements
and Supplemental Schedules
Years ended December 31, 1997 and 1996
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 10
Schedule of Reportable Transactions 11
Report of Independent Auditors
Burr-Brown Corporation as Plan Administrator of the
Amended and Restated Burr-Brown Corporation Future Investment Trust
We have audited the accompanying statements of net assets available
for benefits of the Amended and Restated Burr-Brown Corporation
Future Investment Trust (the Plan) as of December 31, 1997 and
1996, 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, 1997 and 1996, 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
December 31, 1997, 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.
April 8, 1998
<TABLE>
Amended and Restated Burr-Brown Corporation Future Investment Trust
Statements of Net Assets Available for Benefits, with Fund
Information
<CAPTION>
December 31, 1997
Fund Information
Participant Stock Participant
Directed Bonus Loan
Funds Fund Fund Total
<S> <C> <C> <C> <C>
Assets
Investments at fair
value:
Mutual funds $35,117,932 $ - $ - $35,117,932
Burr-Brown Corporation
common stock 14,646,751 2,573,823 - 17,220,574
Participant notes
receivable - - 1,530,463 1,530,463
Net transfers - -
receivable (payable) 45,280 (45,280)
Common trust funds 314,384 8,973 - 323,357
Total investments 50,124,347 2,582,796 1,485,183 54,192,326
Total assets 50,124,347 2,582,796 1,485,183 54,192,326
Liabilities
Distributions payable (296,025) - - (296,025)
to participants
Net assets available
for benefits $49,828,322 $2,582,796 $1,485,183 $53,896,301
<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
Net transfers
receivable (payable) - - - -
Common trust funds 18,347 8,489 - 26,836
Total investments 36,897,867 1,856,881 1,076,621 39,831,369
Total assets 36,897,867 1,856,881 1,076,621 39,831,369
Liabilities
Distributions payable
to participants - - - -
Net assets available
for benefits $36,897,867 $1,856,881 $1,076,621 $39,831,369
<FN>
See accompanying notes.
</FN>
</TABLE>
<TABLE>
Amended and Restated Burr-Brown Corporation Future Investment Trust
Statements of Changes in Net Assets Available for Benefits, with
Fund Information
<CAPTION>
Year Ended December 31, 1997
Fund Information
Participant Stock Participant
Directed Bonus Loan
Funds Fund Fund Total
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 3,264,781 $ - $ - $ 3,264,781
Employer 792,762 - - 792,762
Investment income 3,878,716 - 117,868 3,996,584
----------- -------- ---------- -----------
7,936,259 - 117,868 8,054,127
Deductions:
Benefits paid to
participants 2,221,092 744,164 922,670 3,887,926
Administrative expenses 160,674 - - 160,674
--------- -------- --------- -----------
2,381,766 744,164 922,670 4,048,600
Realized gains on
investments 2,885,644 488,582 - 3,374,226
Net unrealized
appreciation
(depreciation) in fair
value of investments 5,632,727 1,052,452 - 6,685,179
Net additions (deductions) 14,072,864 796,870 (804,802) 14,064,932
Interfund transfers (1,142,409) (70,955) 1,213,364 -
Net assets available for
benefits at beginning of
year 36,897,867 1,856,881 1,076,621 39,831,369
Net assets available for
benefits at end of year $49,828,322 $2,582,796 $1,485,183 $53,896,301
<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
(depreciation) 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
<FN>
See accompanying notes.
</FN>
</TABLE>
1. 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 Amended and Restated 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 $661,791 at December 31, 1997, which will be paid in
1998.
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>
1997
Administrative
Balance at Employee and Expenses
Beginning of Employer and
Year Contributions Benefits Paid
<S> <C> <C> <C>
BBC Stock Fund $ 8,856,079 $ 379,864 $ 262,277
Fixed Income Fund 8,356,985 606,557 1,031,265
Aggressive Fund 8,081,408 1,234,772 490,828
Balanced Fund 4,232,928 469,001 237,974
Conservative Fund 977,146 125,668 28,006
Maximum Growth Fund 6,393,321 1,241,681 331,416
$36,897,867 $ 4,057,543 $ 2,381,766
<CAPTION>
Investment
Income and Net
Realized and
Unrealized Balance at End
Gains Transfers of Year
<S> <C> <C> <C>
BBC Stock Fund 7,425,965 $(1,166,233) $15,233,398
Fixed Income Fund 528,452 (709,397) 7,751,332
Aggressive Fund 1,743,701 (160,184) 10,408,869
Balanced Fund 657,194 (565,782) 4,555,367
Conservative Fund 134,562 51,305 1,260,675
Maximum Growth Fund 1,907,213 1,407,882 10,618,681
----------- ------------ -----------
$12,397,087 $(1,142,409) $49,828,322
</TABLE>
<TABLE>
<CAPTION>
1996
Employee and Administrative
Balance at Employer Expenses
Beginning of Contributions and
Year Benefits Paid
<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>
Investment
Income and Net
Realized and
Unrealized Balance at End
Gains Transfers 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>
3. Investments
The following table represents the fair values of investments as
determined by quoted market value at December 31, 1997 and 1996,
and the net realized and unrealized appreciation or depreciation in
each year then ended:
<TABLE>
<CAPTION>
1997 1996
Net Realized Net Realized
and Unrealized and Unrealized
Appreciation Fair Value Appreciation Fair Value
During the at End of (Depreciation) at End of
Year Year During the Year Year
<S> <C> <C> <C> <C>
Mutual Funds $1,095,940 $35,117,932 $1,440,914 $28,023,441
Burr-Brown Common
Stock 8,963,465 17,220,574 (331,730) 10,704,471
Participant notes
receivable - 1,530,463 - 1,076,621
Common Trust Funds - 323,357 - 26,836
----------- ----------- ------------ -----------
$10,509,405 $54,192,326 $1,109,184 $39,831,369
</TABLE>
Net realized and unrealized appreciation (depreciation) for the
years ended December 31 were comprised of the following:
<TABLE>
<CAPTION>
1997 1996
Mutual Burr-Brown Mutual Burr-Brown
Funds Common Stock Funds Common
Funds Funds Stock
<S> <C> <C> <C> <C>
Realized gains:
Market value of
sales and
distributions $4,810,628 $ 3,316,911 $5,474,969 $ 2,965,812
Cost of sales and
distributions 3,971,309 782,004 4,932,228 915,416
---------- ----------- ---------- -----------
839,309 2,534,907 542,741 2,050,396
Unrealized gains
(losses):
Beginning of year 1,798,208 7,255,751 900,035 9,637,877
End of year 2,054,829 13,684,309 1,798,208 7,255,751
---------- ---------- --------- ------------
256,621 6,428,558 898,173 (2,382,126)
---------- ---------- --------- ------------
$1,095,940 $ 8,963,465 $1,440,914 $ (331,730)
</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
1997 1996
<S> <C> <C>
Mutual Funds:
Frank Russell Investment Company:
Equity I Fund (178,267 and 120,840 shares) $ 5,438,922 $ 4,071,805
Equity II Fund (100,321 and 72,615 shares) 3,306,565 2,182,095
Equity Q Fund (153,057 and 112,279 shares) 5,494,745 3,698,454
Fixed Income III Fund (391,891 and
313,005 shares) 4,083,501 3,183,261
Investment Contract Fund (397,747 and
457,791 shares) 7,810,205 8,339,694
International Fund (92,668 and 62,729 shares) 3,206,322 2,345,443
Common Stock:
Burr-Brown Corporation (536,049 and
633,606 shares) 17,220,574 10,704,471
</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 Plan's 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 1997, legal and accounting fees were paid by BBC, while fund
management fees and all other administrative fees were paid out of
Plan assets. 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.
<TABLE>
Amended and Restated Burr-Brown Corporation Future Investment Trust
Schedule of Assets Held for Investment Purposes
December 31, 1997
<CAPTION>
Description of Current
Identity of Issuer Investment Cost Value
<S> <C> <C> <C>
Mutual Funds:
Frank Russell Investment Company:
Equity I Fund 178,267 shares $ 5,256,338 $ 5,438,922
Equity II Fund 100,321 shares 3,006,879 3,306,565
Equity III Fund 67,052 shares 1,962,120 1,998,149
Equity Q Fund 153,057 shares 4,920,252 5,494,745
Fixed Income I Fund 63,891 shares 1,343,271 1,374,300
Fixed Income II Fund 11,558 shares 213,373 212,087
Fixed Income III Fund 391,891 shares 3,978,744 4,083,501
International Fund 92,668 shares 3,411,112 3,206,322
Emerging Markets Fund 68,940 shares 852,821 812,801
Real Estate Securities Fund 44,729 shares 1,131,530 1,380,335
Investment Contract Fund 397,747 shares 6,982,044 7,810,205
----------- -----------
33,058,484 35,117,932
Common Stock:
Burr-Brown Corporation * 536,049 shares 3,536,265 17,220,574
Participant notes receivable:
Varying amounts and terms various - 1,530,463
Common Trust Fund:
Wells Fargo Bank* Employee
Benefit Reserve Fund 323,357 shares 323,357 323,357
----------- -----------
$36,918,106 $54,192,326
<FN>
* Party-in-interest
</FN>
</TABLE>
<TABLE>
Amended and Restated Burr-Brown Corporation Future Investment Trust
Schedule of Reportable Transactions
Year Ended December 31, 1997
<CAPTION>
Purchase Selling
Identity of Party Involved Description of Price Price
Assets
<S> <C> <C> <C>
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 100 purchases of
74,626 shares $1,924,844 $ -
44 sales of 17,199
shares - 585,242
Equity Q Fund 95 purchases of
57,248 shares 2,034,992 -
48 sales of 16,470
shares - 616,263
Investment Contract 45 purchases of
Fund 56,040 shares 1,163,638 -
46 sales of 116,084
shares - 2,220,907
Burr Brown Common 28 purchases of
Stock * 22,054 shares 869,549 -
38 sales of 119,611
shares - 3,316,911
Wells Fargo Bank *:
Short Term Income 288 purchases of
Fund 7,196,391 shares 7,196,391 -
176 sales of
6,899,870 shares - 6,899,870
<CAPTION>
Expenses Current Value
Incurred of Asset on
with Cost of Transaction Net Gain/
Identity of Party Involved Transaction Asset Date (Loss)
<S> <C> <C> <C> <C>
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 $ - $1,924,844 $1,924,844 $ -
- 425,777 585,242 159,465
Equity Q Fund - 2,034,992 2,034,992 -
- 426,306 616,263 189,957
Investment Contract - 1,163,638 1,163,638 -
Fund - 1,837,061 2,220,907 383,846
Burr Brown Common - 869,549 869,549 -
Stock * - 782,004 3,316,911 2,534,907
Wells Fargo Bank *:
Short Term Income Fund - 7,196,391 7,196,391 -
- 6,899,870 6,899,870 -
<FN>
* Party-in-interest
</FN>
There were no transactions under categories i), ii) or iv) in 1997.
</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. 333-0209) pertaining to the Burr-Brown
Corporation Future Investment Trust of our report dated April 8,
1998, with respect to the financial statements and schedules of the
Amended and Restated Burr-Brown Corporation Future Investment Trust
included in this Annual Report (Form 11-K) for the year ended
December 31, 1997.
ERNST & YOUNG LLP
Tucson, Arizona
June 18, 1998
