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, 1998
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, 1998 and 1997.
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 ----------------------
---------- G. Roger Myers
Treasurer
Financial Statements
and Supplemental Schedules
Amended and Restated Burr-Brown Corporation Future Investment
Trust
Years ended December 31, 1998 and 1997
with Report of Independent Auditors
Amended and Restated Burr-Brown Corporation Future Investment
Trust
Financial Statements
and Supplemental Schedules
Years ended December 31, 1998 and 1997
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
Line 27(a) - Schedule of Assets Held for Investment
Purposes ................................................10
Line 27(d) - 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 as of December 31, 1998 and
1997, 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, 1998 and 1997,
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 performed 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, 1998, and reportable transactions for the year
then ended, are presented for purpose of additional analysis and
are not a required part of the financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's
management. The Fund Information in the statement of net assets
available for 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
benefits and the changes in net assets available for benefits of
each fund. The supplemental schedules and Fund Information have
been subjected to 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 30, 1999
<PAGE> 1
<TABLE>
Amended and Restated Burr-Brown Corporation Future Investment
Trust
Statements of Net Assets Available for Benefits, with Fund
Information
<CAPTION>
Year Ended December 31, 1998
----------------------------------------------
Fund Information
----------------------------------
Participant Stock
Directed Bonus Participant
Funds Fund Loan Fund Total
----------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Assets
Investments at fair value:
Mutual funds $38,991,656 $ - $ - $38,991,656
Burr-Brown Corporation
common stock 16,685,630 478,821 - 17,164,451
Participant notes
receivable - - 1,946,326 1,946,326
Net transfers
receivable (payable) - - - -
Common trust funds - - - -
----------- ---------- ----------- -----------
Total investments 55,677,286 478,821 1,946,326 58,102,433
Contributions
receivable 358,781 - - 358,781
----------- ---------- ----------- -----------
Total assets 56,036,067 478,821 1,946,326 58,461,214
Liabilities
Distributions payable
to participants - - - -
----------- ---------- ----------- -----------
Net assets available
for benefits $56,036,067 $ 478,821 $ 1,946,326 $58,461,214
=========== ========== =========== ===========
<CAPTION>
Year Ended 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
Contributions
receivable - - - -
----------- ---------- ----------- -----------
Total assets 50,124,347 2,582,796 1,485,183 54,192,326
Liabilities
Distributions payable
to participants (296,025) - - (296,025)
----------- ---------- ----------- -----------
Net assets available
for benefits $49,828,322 $2,582,796 $ 1,485,183 $53,896,301
=========== ========== =========== ===========
<FN>
See accompanying notes.
</FN>
<PAGE> 2
</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, 1998
---------------------------------------------
Fund Information
-------------------------------------
Participant
Directed Stock Participant
Funds Bonus Fund Loan Fund Total
------------ ---------- ----------- -----------
<S> <C> <C> <C> <C>
Additions:
Contributions:
Employee $ 4,155,414 $ - $ - $ 4,155,414
Employer 962,822 - - 962,822
Investment income 1,837,597 482 135,201 1,973,280
---------- ---------- ----------- -----------
6,955,833 482 135,201 7,091,516
Deductions:
Benefits paid to
participant 4,551,981 2,993,756 83,523 7,629,260
Administrative
expenses 251,509 - - 251,509
---------- ---------- ----------- -----------
4,803,490 2,993,756 83,523 7,880,769
Net realized/unrealized
appreciation in fair
value of investments 4,464,867 889,299 - 5,354,166
---------- ---------- ----------- -----------
Net additions
(deductions) 6,617,210 (2,103,975) 51,678 4,564,913
Interfund transfers (409,465) - 409,465 -
Net assets available
for benefits at
beginning of year 49,828,322 2,582,796 1,485,183 53,896,301
----------- ----------- ----------- -----------
Net assets available
for benefits at
end of year $ 56,036,067 $ 478,821 $ 1,946,326 $58,461,214
============ =========== =========== ===========
<CAPTION>
Year Ended December 31, 1997
------------------------------------------------
Fund Information
-----------------------------------
Participant
Directed Stock Participant
Funds Bonus Fund Loan 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
Net Realized/unrealized
appreciation in fair
value of investments 8,518,371 1,541,034 - 10,059,405
----------- ---------- ----------- -----------
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
=========== ========== =========== ===========
<FN>
See accompanying notes.
</FN>
<PAGE> 3
</TABLE>
Notes to Financial Statements
December 31, 1998
1. Significant Accounting Policies
Accounting Method
The financial statements of the Amended and Restated 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 common 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.
Reclassifications
Certain 1997 amounts have been reclassified to conform to the
1998 financial statement presentation.
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).
<PAGE> 4
2. Description of The Plan (continued)
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.
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 weekly or bi-weekly 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.
<PAGE> 5
2. Description of The Plan (continued)
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.
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 $719,432 at December 31, 1998,
which will be paid in 1999. The $296,025 accrued at December 31,
1997 represented benefits processed prior to that date but not
distributed until 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 of 1% over the
prime rate. 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.
<PAGE> 6
2. Description of The Plan (continued)
Through December 1, 1998, Plan assets were held in trust by Wells
Fargo Bank and held in either BBC common stock or in various
mutual funds offered by the Frank Russell Investment Company: the
Fixed Income, Conservative, Balanced, Aggressive, and Maximum
Growth funds. Effective December 1, 1998, an affiliate of
Fidelity Investments (Fidelity) became the Plan trustee and Plan
assets are held in BBC common stock or in various mutual funds
offered by Fidelity: the Managed Income Portfolio Fund, Freedom
Fund 2000, Freedom Fund 2010, Freedom Fund 2020 and Freedom Fund
2030. These mutual funds invest in domestic and international
stocks, debt instruments, investment contracts and government
securities. The mix of mutual funds in each of these investment
options is based on guidelines established by the Plan's
Committee.
The following table summarizes the activities of the participant
directed funds for the years ended December 31:
<TABLE>
<CAPTION>
1998
-------------------------------------------
Balance at Employee and Administrative
Beginning of Employer Expenses and
Year Contributions Benefits Paid
------------ ------------- --------------
<S> <C> <C> <C>
BBC Stock Fund $ 15,233,398 $ 604,911 $ (1,132,697)
Managed Income
Portfolio Fund - 45,324 -
Freedom Fund 2000 - 10,738 -
Freedom Fund 2010 - 36,305 -
Freedom Fund 2020 - 102,964 -
Freedom Fund 2030 - 120,746 -
Fixed Income Fund 7,751,332 581,616 (1,260,532)
Aggressive Fund 10,408,869 1,360,134 (693,998)
Balanced Fund 4,555,367 495,253 (880,087)
Conservative Fund 1,260,675 134,865 (22,582)
Maximum Growth
Fund 10,618,681 1,625,380 (813,594)
------------ ------------- --------------
$ 49,828,322 $ 5,118,236 $ (4,803,490)
============ ============= ==============
<CAPTION>
1998
-------------------------------------------
Investment
Income and
Net Realized
and
Unrealized Balance at End
Gains Transfers of Year
------------ ------------- --------------
<S> <C> <C> <C>
BBC Stock Fund $ 1,773,380 $ 249,342 $ 16,728,334
Managed Income
Portfolio Fund 34,820 7,592,681 7,672,825
Freedom Fund 2000 39,296 1,427,533 1,477,567
Freedom Fund 2010 181,775 4,423,674 4,641,754
Freedom Fund 2020 580,052 11,263,605 11,946,621
Freedom Fund 2030 701,783 12,746,437 13,568,966
Fixed Income Fund 416,721 (7,489,137) -
Aggressive Fund 961,301 (12,036,306) -
Balanced Fund 415,829 (4,586,362) -
Conservative Fund 116,218 (1,489,176) -
Maximum Growth
Fund 1,081,289 (12,511,756) -
------------ ------------- --------------
$6,302,464 $ (409,465) $ 56,036,067
============ ============= ==============
<PAGE> 7
</TABLE>
<TABLE>
<CAPTION>
2. Description of The Plan (continued)
1997
-------------------------------------------
Balance at Employee and Administrative
Beginning of Employer Expenses 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>
1997
-------------------------------------------
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>
3. Investments
The fair value of individual investments that represent 5% or
more of the Plan's net assets are as follows:
<TABLE>
<CAPTION>
December 31
1998 1997
------------ -----------
<S> <C> <C>
Mutual Funds:
Fidelity Investments:
Managed Income Portfolio
Fund $ 7,627,501 $ -
Freedom Fund 2010 4,605,449 -
Freedom Fund 2020 11,843,657 -
Freedom Fund 2030 13,448,220 -
Frank Russell Investment Company:
Equity I Fund - 5,438,922
Equity II Fund - 3,306,565
Equity Q Fund - 5,494,745
Fixed Income III Fund - 4,083,501
Investment Contract Fund - 7,810,205
International Fund - 3,206,322
Common Stock:
Burr-Brown Corporation 17,164,451 17,220,574
<PAGE> 8
</TABLE>
4. Income Tax Status
The Plan has received a determination letter from the Internal
Revenue Service dated June 20, 1996, stating that the Plan is
qualified, in form, under Section 401(a) of the Internal Revenue
Code (the "Code") and, therefore, the related trust is exempt
from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The plan
Administrator believes the Plan is being operated in compliance
with the applicable requirements of the Code, and therefore,
believes that the Plan is qualified and the related trust is tax
exempt.
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 were trustees of such Plan assets through November 30, 1998.
During 1998 and 1997, legal and accounting fees were paid by BBC,
while fund management fees and all other administrative fees were
paid out of Plan assets.
6. Year 2000 (Unaudited)
The Plan Sponsor has determined that it will be necessary to take
certain steps in order to ensure that the Plan's information
systems are prepared to handle year 2000 dates. The Plan Sponsor
is taking steps to address internal systems that must be modified
or replaced to function properly. Both internal and external
resources are being utilized to replace or modify existing
software applications, and test the software and equipment for
the year 2000 modifications. The Plan Sponsor anticipates
substantially completing the necessary steps by June 1999. Costs
associated with modifying software and equipment are not
estimated to be significant and will be paid by the Plan Sponsor.
Plan management has also established formal communications with
its third party service providers to determine that they have
developed plans to address their own year 2000 problems as they
relate to the Plan's operations. All third party service
providers have indicated that they will be year 2000 compliant by
mid 1999. If modification of date processing systems of either
the Plan, the Plan Sponsor, or its service providers are not
completed timely, the year 2000 problem could have a material
impact on the operations of the Plan.
<PAGE> 9
Amended and Restated Burr-Brown Corporation Future Investment Trust
Line 27(a) - Schedule of Assets Held for Investment Purposes
EIN: 86-0445468 PN: 001
December 31, 1998
<TABLE>
Description of Current
Identity of Issuer Investment Cost Value
- ------------------ ---------------- ------------ -----------
<S> <C> <C> <C>
*Fidelity Investment
Company Managed
Income Portfolio
Fund 7,627,501 shares $ 7,627,501 $ 7,627,501
*Fidelity Investment
Company Freedom
Fund 2000 118,964 shares 1,474,733 1,466,829
*Fidelity
Investment Company
Freedom Fund 2010 346,274 shares 4,565,641 4,605,449
*Fidelity
Investment Company
Freedom Fund 2020 849,008 shares 11,577,631 11,843,657
*Fidelity
Investment Company
Freedom Fund 2030 968,195 shares 13,049,248 13,448,220
---------- ----------
38,294,754 38,991,656
*Burr-Brown Corporation
common stock 732,334 shares 3,920,866 17,164,451
*Participant notes Various interest
receivable rates - 1,946,326
------------ -----------
$58,102,433
===========
<FN>
* Party-in-interest
</FN>
<PAGE> 10
</TABLE>
<TABLE>
Amended and Restated Burr-Brown Corporation
Future Investment Trust
Line 27(d) - Schedule of Reportable Transactions
EIN: 86-0445468 PN: 001
Year Ended December 31, 1998
<CAPTION>
Identity of Description Purchase Selling Lease
Party Involved of Asset Price Price Rental
- -------------- -------------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Category (i) - A single
transaction in excess of 5%
of Plan assets:
Frank Russell
Investment
Company Equity I Fund $ - $2,847,492 $ -
Frank Russell
Investment
Company Equity Q Fund - 3,063,882 -
Category (iii) - Series of
transactions in excess of
5% of Plan assets:
Frank Russell
Investment
Company Equity I Fund 574,371 - -
- 6,013,995 -
Frank Russell
Investment
Company Equity II Fund 822,796 - -
- 4,128,975 -
Frank Russell
Investment
Company Equity III Fund 294,396 - -
- 2,292,773 -
Frank Russell
Investment
Company Fixed Income III 1,026,113 - -
- 5,110,084 -
Frank Russell
Investment International
Company Fund 828,312 - -
- 4,034,379 -
Frank Russell
Investment
Company Equity Q Fund 521,797 - -
- 6,015,987 -
</TABLE>
<TABLE>
Amended and Restated Burr-Brown Corporation
Future Investment Trust
Line 27(d) - Schedule of Reportable Transactions
EIN: 86-0445468 PN: 001
Year Ended December 31, 1998
<CAPTION>
Expenses
Identity of Party Description of Incurred with Cost of
Involved Asset Transaction Asset
- ----------------- -------------- ---------------- ----------
<S> <C> <C> <C>
Category (i) - A single
transaction in excess
of 5% of Plan assets:
Frank Russell
Investment
Company Equity I Fund $ - $2,670,995
Frank Russell
Investment
Company Equity Q Fund - 2,629,709
Category (iii) - Series of
transactions in excess of
5% of Plan assets:
Frank Russell
Investment
Company Equity I Fund - 574,371
- 5,830,709
Frank Russell
Investment
Company Equity II Fund - 822,796
- 3,829,675
Frank Russell
Investment
Company Equity III Fund - 294,396
- 2,256,516
Frank Russell
Investment
Company Fixed Income III - 1,026,113
- 5,004,857
Frank Russell
Investment International
Company Fund - 828,312
- 4,239,424
Frank Russell
Investment
Company Equity Q Fund - 521,797
- 5,442,049
</TABLE>
<TABLE>
Amended and Restated Burr-Brown Corporation
Future Investment Trust
Line 27(d) - Schedule of Reportable Transactions
EIN: 86-0445468 PN: 001
Year Ended December 31, 1998
<CAPTION>
Current Value
of Asset on
Identity of Party Description of Transaction Net Gain/
Involved Assets Date (Loss)
- ---------------------- --------------- ------------- ----------
<S> <C> <C> <C>
Category (i) - A single
transaction in excess
of 5% of Plan assets:
Frank Russell
Investment Company Equity I Fund $ 2,847,492 $ 176,497
Frank Russell
Investment Company Equity Q Fund 3,063,882 434,173
Category (iii) - Series of
transactions in excess
of 5% of Plan assets:
Frank Russell
Investment Company Equity I Fund 574,371 -
6,013,995 183,286
Frank Russell
Investment Company Equity II Fund 822,796 -
4,128,975 299,300
Frank Russell
Investment Company Equity III Fund 294,396 -
2,292,773 36,257
Frank Russell
Investment Company Fixed Income III 1,026,113 -
5,110,084 105,227
Frank Russell International
Investment Company Fund 828,312 -
4,034,379 (205,045)
Frank Russell
Investment Company Equity Q Fund 521,797 -
6,015,987 573,938
<PAGE> 11
</TABLE>
<TABLE>
Amended and Restated Burr-Brown Corporation
Future Investment Trust
Line 27(d) - Schedule of Reportable Transactions (continued)
EIN: 86-0445468 PN: 001
Year Ended December 31, 1998
<CAPTION>
Identity Expenses
of Party Description Purchase Selling Lease Incurred with
Involved of Asset Price Price Rental Transaction
- ---------- ---------- ---------- ---------- ------ -----------
<S> <C> <C> <C> <C> <C>
Category(iii) - Series of
transactions in excess of
5% of Plan assets (continued):
Frank
Russell Investment
Investment Contact
Company Fund $1,092,953 $ - $ - $ -
- 8,903,416 - -
Wells Fargo Short Term
Bank Income Fund 1,923,521 - - -
- 2,246,878 - -
Fidelity
Investment Freedom
Company Fund 2010 4,564,641 - - -
Fidelity
Investment Freedom
Company Fund 2020 11,577,631 - - -
Fidelity
Investment Freedom
Company Fund 2030 13,049,248 - - -
Fidelity Managed
Investment Income
Company Portfolio
Fund 7,627,501 - - -
<CAPTION>
Amended and Restated Burr-Brown Corporation
Future Investment Trust
Line 27 (d) - Schedule of Reportable Transactions (continued)
EIN: 86-0445468 PN: 001
Year Ended December 31, 1998
Current Value
of Asset on
Identity of Description Cost of Transaction Net Gain/
Party Involved of Asset Asset Date (Loss)
- --------------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Category (iii) - Series of
transactions in excess of
5% of Plan assets (continued):
Frank Russell Investment
Investment Contract
Company Fund $1,092,953 $1,092,953 $ -
8,074,997 8,903,416 828,419
Wells Fargo
Bank Short Term
Income Fund 1,923,521 1,923,521 -
2,246,878 2,246,878 -
Fidelity
Investment Freedom
Company Fund 2010 4,564,641 4,564,641 -
Fidelity
Investment Freedom
Company Fund 2020 11,577,631 11,577,631 -
Fidelity
Investment Freedom
Company Fund 2030 13,049,248 13,049,248 -
Fidelity Managed
Investment Income
Company Portfolio
Fund 7,627,501 7,627,501 -
<FN>
There were no category (ii) or (iv) transactions during the year
Ended December 31, 1998.
</FN>
<PAGE> 12
</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. 333-02059) pertaining to the Burr-Brown
Corporation Future Investment Trust of our report dated April 30,
1999, 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, 1998.
Tucson, Arizona
June 21, 1999
