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, 1999
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 CORPORTATION 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, 1999 and 1998.
b) Exhibits
2. 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
Burr-Brown Corporation Future Investment Trust
December 31, 1999 and 1998 and year ended December 31, 1999
with Report of Independent Auditors
Burr-Brown Corporation Future Investment Trust
Audited Financial Statements
and Supplemental Schedule
December 31, 1999 and 1998 and year ended December 31, 1999
Contents
Report of Independent Auditors .................................. 1
Audited Financial Statements
Statements of Net Assets Available for Benefits ................. 2
Statement of Changes in Net Assets Available for Benefits ....... 3
Notes to Financial Statements ................................... 4
Supplemental Schedule
Schedule of Assets Held for Investment Purposes At End of Year .. 10
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 benefits of the Burr-Brown Corporation Future
Investment Trust as of December 31, 1999 and 1998, and the
related statement of changes in net assets available for benefits
for the year ended December 31, 1999. 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 auditing standards
generally accepted in the United States. 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, 1999 and 1998,
and the changes in its net assets available for benefits for the
year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion
on the financial statements taken as a whole. The accompanying
supplemental schedule of assets held for investment purposes at
end of year as of December 31, 1999 is presented for the purpose
of additional analysis and is not a required part of the
financial statements but is 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. The schedule is the responsibility of the Plan's
management. The schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
May 5, 2000
<PAGE> 1
Burr-Brown Corporation Future Investment Trust
Statements of Net Assets Available for Benefits
<TABLE>
December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets
Investments, at fair value $84,428,357 $58,102,433
Contributions receivable:
Employer 804 71,760
Participants 3,214 287,021
----------- -----------
4,018 358,781
Other receivables 1,001,544 -
----------- -----------
Total receivables 1,005,562 358,781
----------- -----------
Net assets available for benefits $85,433,919 $58,461,214
=========== ===========
See accompanying notes.
</TABLE>
<PAGE> 2
Burr-Brown Corporation Future Investment Trust
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
<TABLE>
<S> <C>
Additions:
Contributions:
Employee $ 4,331,430
Employer 913,990
Investment income 3,062,099
------------
8,307,519
Deductions:
Benefits paid to participants 4,530,784
Administrative expenses 44,100
------------
4,574,884
Net realized/unrealized appreciation
in fair value of investments 23,240,070
------------
Net additions 26,972,705
Net assets available for benefits at
beginning of year 58,461,214
------------
Net assets available for benefits at
end of year $85,433,919
============
See accompanying notes.
</TABLE>
<PAGE> 3
Burr-Brown Corporation Future Investment Trust
Notes to Financial Statements
December 31, 1999
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 of accounting.
Valuation of Investments
The Plan's investments are stated at 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
accounting principles generally accepted in the United States
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 1998 amounts have been reclassified to conform to the
1999 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
Burr-Brown Coporation Future Investment Trust
Notes to Financial Statements (continued)
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 individual funds
in accordance with participants instructions and are 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 with other participant directed funds.
The opportunity for participants to initiate these transfers
expired on April 15, 1996.
<PAGE> 5
Burr-Brown Corporation Future Investment Trust
Notes to Financial Statements (continuted)
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. As of December 31, 1999,
forfeitures totaling $147,385 remained unused by BBC.
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.
Plan Termination
Although it has not expressed any intent to do so, the Company
has the right to terminate the Plan at any time. In the event of
termination of the Plan, all participants become fully vested and
the net assets of the Plan are to be distributed by the board of
trustees.
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.
Other Receivables
Other receivables of $1,001,544 represent unsettled interfund
transfers of participant accounts. All transactions were settled
as of January 3, 2000.
<PAGE> 6
Burr-Brown Corporation Future Investment Trust
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
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 certain investment options
offered by the Plan at the direction of the participant. The BBC
Stock Fund represents funds invested in shares of BBC common
stock.
An affiliate of Fidelity Investments (Fidelity) is the Plan
trustee and Plan assets are held in BBC common stock or in
various mutual funds. 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.
3. Investments
The fair value of individual investments that represent 5% or
more of the Plan's net assets are as follows:
<TABLE>
December 31,
1999 1998
----------- -----------
<S> <C> <C>
Mutual Funds:
Fidelity Investments:
Freedom Fund 2030 $16,042,807 $13,448,220
Freedom Fund 2020 15,101,856 11,843,657
Managed Income Portfolio Fund 8,834,431 7,627,501
Common Stock:
Burr-Brown Corporation* 28,910,144 17,164,451
*Includes nonparticipant-directed investments
</TABLE>
<PAGE> 7
Burr-Brown Corporation Future Investment Trust
Notes to Financial Statements (continued)
3. Investments (continued)
During 1999, the Plan's investments (including gains and losses
on investments purchased and sold, as well as held during the
year) appreciated in fair value as determined by quoted market
prices as follows:
<TABLE>
Net Realized
and Unrealized
Appreciation in
Fair Value of
Investments
---------------
<S> <C>
Mutual Funds $ 6,194,720
Burr-Brown Corporation Common Stock 17,045,350
---------------
$ 23,240,070
===============
4. Nonparticipant-Directed Investments
Information about the net assets and the significant components
of changes in net assets related to the nonparticipant-directed
investment is as follows:
December 31,
1999 1998
---------- ----------
<S> <C> <C>
Net Assets:
Burr-Brown Corporation common stock $898,366 $ 478,821
Year Ended
December 31,
1999
-------------
<S> <C>
Changes in Net Assets:
Net appreciation $ 514,118
Dividends -
Benefits paid to participants (94,573)
-------------
$ 419,545
=============
</TABLE>
<PAGE> 8
Burr-Brown Corporation Future Investment Trust
Notes to Financial Statements (continued)
5. 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.
6. Agreements and Transactions with Parties-In-Interest
The Plan maintains investments in BBC's common stock held in each
applicable participants' account.
During 1999 and 1998, legal and accounting fees were paid by BBC,
while fund management fees and all other administrative fees were
paid out of Plan assets.
<PAGE> 9
Burr-Brown Corporation Future Investment Trust
EIN: 86-0445468 PN: 001
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes At End of Year
December 31, 1999
<TABLE>
Description
of Cost Current
Identitiy of Issue Investment Cost Value
------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
*Fidelity Investment 8,834,431 $ 8,834,431 $ 8,834,431
Company Managed Income shares
Portfolio Fund
*Fidelity Investment 90,140 1,122,431 1,170,917
Company Freedom Fund 2000 shares
*Fidelity Investment 275,940 3,701,204 4,103,224
Company Freedom Fund 2010 shares
*Fidelity Investment 4,991 194,239 212,686
Company Fidelity Fund shares
*Fidelity Investment 3,767 76,964 71,689
Company Fidelity Puritan shares
Fund
*Fidelity Investment 2,573 147,926 137,619
Company Fidelity Equity shares
Income Fund
*Fidelity Investment 12,890 128,852 125,802
Company Fidelity shares
International Bond Fund
*Fidelity Investment 33,178 1,766,042 1,994,352
Company Fidelity Blue shares
Chip Fund
*Fidelity Investment 14,584 315,243 373,638
Company Fidelity shares
Diversified International
Fund
*Fidelity Investment 58,778 1,770,985 1,703,961
Company Fidelity Dividend shares
Growth Fund
*Fidelity Investment 3,986 44,747 45,158
Company Fidelity Freedom shares
Income Fund
*Fidelity Investment 921,969 12,843,339 15,101,856
Company Freedom Fund 2020 shares
*Fidelity Investment 950,403 13,264,537 16,042,807
Company Freedom Fund 2030 shares
*Fidelity Investment 2,686 25,373 25,010
Company Fidelity shares
Government Income Fund
*Fidelity Investment 16,235 763,704 845,667
Company Spartan U.S. shares
Equity Index Fund
<PAGE> 10
Burr-Brown Corporation Future Investment Trust
EIN: 86-0445468 PN: 001
Schedule H, Line 4i
Schedule of Assets Held for Investment Purposes At End of Year
(continued)
December 31, 1999
Description
of Current
Identity of Issue Investment Cost Value
-------------------------- ---------- --------- ---------
<S> <C> <C> <C>
*Fidelity Investment
Company Invesco 99 $ 3,206 $ 2,865
Total Return Fund shares
*Fidelity Investment
Company Janus Worldwide 20,529 1,175,985 1,569,052
Fund shares
*Fidelity Investment
Company Pimco 3,186 32,003 31,545
Total Return Fund shares
*Fidelity Investment
Company Baron Asset 4,044 238,763 237,692
Fund shares
*Fidelity Investment
Company UAM/FMA Small 2,424 33,411 34,040
Company Fund shares
*Fidelity Investment
Company Founders Growth 6,670 150,511 159,203
Fund shares
*Fidelity Investment
Company Massachusetts 10,351 229,199 227,203
Mid-cap Value Income fund shares
*Fidelity Investment
Company Pimco Mid-cap 364 8,465 9,405
Growth Fund shares
*Fidelity Investment
Company Pimco High 8,280 91,414 88,425
Yield Fund shares
---------- ----------
46,962,974 53,148,247
*Burr-Brown Corporation 800,281 4,786,590 28,910,144
common stock shares
*Participant notes Interest - 2,369,966
receivable rates
ranging
from
7.00% to
10.00%
----------- -----------
$51,749,564 $84,428,357
=========== ===========
* Party-in-interest
</TABLE>
<PAGE> 11
