UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549




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FORM 10-K

(Mark One)

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|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1999


or



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|----- | -----------------------------------------------------------------------------------------
|[   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from
               to


Commission File No. 0-11438

BURR-BROWN CORPORATION


(Exact Name of Registrant as Specified in its
Charter)


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|Delaware                 |  | 86-0445468                        
|(State of Incorporation) |  | (IRS Employer
	Identification No.)

6730 South Tucson Boulevard

Tucson, Arizona 85706


(Address of Principal Executive Offices)


(520) 746-1111

(Registrants Telephone Number)


Securities registered pursuant to Section 12(g) of the
Act:

Common Stock, $0.01 Par Value


(Title of Class)


Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject
 to such filing requirements for the past
90 days.  Yes [X]     No
[   ]

Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.  [X]

The aggregate market value of the voting stock held by
non-affiliates of the Registrant based on the closing price as of
 January 31, 2000 was approximately $1,452,771,992.

There were 55,697,731 shares of Burr-Brown Common Stock
outstanding as of January 31, 2000.

Documents Incorporated by Reference

Portions of the Registrants Proxy Statement for the Annual
Meeting of Stockholders to be held on April 28,
2000  Incorporated by reference into Part III.



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TABLE OF CONTENTS

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|Part I     |           |  |                                                                                        |      |  |   
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|           | Item 1.   |  | Business                                                                               |      |  | 1  | 
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|           | Item  2.  |  | Properties                                                                             |      |  | 8  | 
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|           | Item  3.  |  | Legal Proceedings                                                                      |      |  | 9  | 
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|           | Item  4.  |  | Submission of Matters to a Vote of Security Holders                                    |      |  | 9  | 
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|Part II    |           |  |                                                                                        |      |  |   
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|           | Item  5.  |  | Market for the Registrants Common Stock and Related
	Stockholder Matters              |      |  | 10 | 
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|           | Item  6.  |  | Selected Financial Data                                                                |      |  | 11 | 
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|           | Item  7.  |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations |      |  | 12 | 
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|           | Item  7A. |  | Quantitative and Qualitative Disclosures About Market Risk                             |      |  | 18 | 
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|           | Item  8.  |  | Financial Statements and Supplementary Data                                            |      |  | 19 | 
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|           | Item  9.  |  | Changes in and Disagreements with Accountants on Accounting and
	Financial Disclosure  |      |  | 39 | 
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|Part III   |           |  |                                                                                        |      |  |   
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|           | Item  10. |  | Directors and Executive Officers of the Registrant                                     |      |  | 39 | 
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|           | Item  11. |  | Executive Compensation                                                                 |      |  | 40 | 
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|           | Item  12. |  | Security Ownership of Certain Beneficial Owners and Management                         |      |  | 40 | 
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|           | Item  13. |  | Certain Relationships and Related Transactions                                         |      |  | 40 | 
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|Part IV    |           |  |                                                                                        |      |  |   
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|           | Item  14. |  | Exhibits, Financial Statement Schedules and Reports on Form 
	 8-K                     |      |  | 40 | 
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|Signatures |           |  | S-1                                                                                    |     



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PART I

Item 1.  Business

Overview

We are a global leader in the development, manufacturing and
marketing of high performance analog and mixed signal integrated
circuits. Through our proprietary design expertise and
specialized application knowledge, we deliver more than 1,200
innovative products to 25,000 customers worldwide. We target high
 growth segments of the communications, consumer, computing and
industrial markets.

Our major customers are among the worlds leading
electronics manufacturers, and include 3Com, Adtran, Agilent
Technologies, Alcatel, Bosch, Cisco, Fujitsu, Hewlett Packard,
Hitachi, Honeywell, IBM, Lucent, Matsushita, Motorola, NEC,
Nokia, Nortel, Philips, Sega, Siemens, Sony, Toshiba and Yamaha.

The Semiconductor Industry

Semiconductors (or integrated circuits) can be divided into three
 categories: analog, digital and mixed signal. Analog
semiconductors condition and regulate real world
signals such as temperature, speed, sound and electrical current.
 This information can be detected, measured and controlled using
analog integrated circuits which represent these real-world
properties by generating continuously varying voltages and
currents. On the other hand, digital circuits such as memory
devices and microprocessors behave as on and off switches
expressed in binary code as 1s and 0s. Mixed-signal
devices incorporate both analog and digital functions into a
single chip and enable digital electronics to interface with real
 world analog phenomenon.

The following table illustrates the flow of electronic signals
from real-world phenomena through the digital computing process.

LOGO



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Dataquest, a market research firm, estimates that in 2000 analog
and mixed signal circuits will account for $28 billion of an
expected $179 billion overall market for integrated circuits. The
 availability of low cost digital microprocessors and digital
signal processing in the form of a cost-effective single chip has
 accelerated the digitization of consumer and industrial
products. Increased digitization of these products has led to an
increased use of computers as embedded processors to measure,
control, monitor, or process electronic signals nearer or
adjacent to the sensor that is detecting physical conditions.
This, in turn, has created the need for analog and mixed signal
products that enable digital computers, microprocessors,
microcontrollers and digital signal processors (DSPs) to interact
 with electronic signals derived from physical or analog
phenomena. Recently, the rapid growth of high-speed wired and
wireless communication, digital audio and video consumer
products, as well as the Internet and personal computing have
accelerated demand for high-precision, high-speed analog and
mixed signal products.

The market for analog and mixed signal integrated circuits
differs from the digital circuit market in several significant
ways. Analog applications involve more complex signals than
digital applications, with analog signals having continuous
variations in resolution, speed, power, signal amplitude and
other specifications. Competition in analog and mixed signal
markets is based more on performance, functionality, quality and
reliability than on price. Analog circuits generally have longer
life cycles than digital circuits because customers frequently
continue to use the same component through several generations of
 their products, which themselves have long life cycles. This
results in more stable pricing and demand.

In contrast to the design of digital circuits, analog product
design innovation depends more on experienced engineers and less
on computer-aided design tools. This results from the
complexities inherent in designing circuits that process
continuous signals. We believe that the limited pool of
experienced analog designers creates a barrier to entry and
serves as a competitive advantage to established analog
companies. In addition, circuit design is more critical to the
analog market than the relative size of the circuit, allowing
analog manufacturers to utilize less costly manufacturing
techniques. This reduces capital requirements and correspondingly
 increases return on invested capital.

We believe that certain product segments within the analog
semiconductor market will grow even faster than the overall
semiconductor market in the coming years. Specific factors
contributing to the rapid growth in demand for analog and mixed
signal semiconductors in these segments include the need to
improve the performance of emerging communications devices,
extend battery lives, decrease power consumption, achieve higher
levels of integration, increase portability and reduce size and
cost. These trends increase the need for more complex,
high-performance analog and mixed-signal semiconductors.

Strategy

We pursue improved revenue growth and profitability by employing
the following strategies:

Target High Growth Emerging Markets.We focus on
increasing penetration of the high growth segments of the
communication, computing and consumer markets, including cellular
 handsets and base stations, fiber optic and broadband digital
subscriber line (DSL) applications, personal digital
assistants (PDAs), digital imaging for camcorders and digital
still cameras, set top boxes and digital versatile disk
(DVD) players. Within these target markets, we provide high
performance products for applications with significant growth
potential where our products are key elements of complex systems
offered by market leading companies.

Strengthen Leadership in Established Markets.In our
established industrial markets, we focus on expanding our product
 line to offer solutions for substantially all of our
customers analog circuit requirements. In addition, we will
 continue to work with our customers to develop products targeted
 at rapidly growing industrial and medical applications,
including medical imaging, portable medical instruments, smart
sensors, a/c motor control, automatic test equipment and portable
 instrumentation.

Accelerate New Product Development.To capitalize on high
growth markets and expand our position in our established
markets, we continue

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Products

We design and manufacture analog and mixed signal integrated
circuits that detect, measure and control real world properties,
such as temperature, pressure, speed, flow, humidity, sound and
light. Our product strategy has been to concentrate on
proprietary, high precision, high speed analog, data conversion,
and integrated mixed signal circuits. We identify significant
markets in which new or enhanced high performance products of
this type are required. We then attempt to develop and supply
complete solutions to address these markets.

The following table illustrates certain of our products, their
applications and selected customers in each of the principal
markets we address.

| |  |                                             |  |                                      |  |                            |  | 
| |  | ------------------------------------------- |  | ------------------------------------ |  | -------------------------- |  | 
| |  | Selected Customers                          |  | Selected Products                    |  | Customer Applications      |  | 
| |  |                                             |  |                                      |  |                            |  | 
| |  | Communications                              |  |                                      |  |                            |  | 
| |  | Adtran, Pairgain, Globespan, Metalink       |  | Analog Front Ends, Line Drivers      |  | DSL                        |  | 
| |  | Bosch, Siemens, Sony, Denso                 |  | Micro-power amplifiers               |  | Cellular Handsets          |  | 
| |  | Cisco, NEC, Corning, Alcatel                |  | A/ D Converters, Amplifiers          |  | DWDM Fiber Optics          |  | 
| |  | Lucent, Nokia, AT&T, Nortel                 |  | A/ D & D/ A Converters               |  | Cellular Base Stations     |  | 
| |  | Digital Consumer                            |  |                                      |  |                            |  | 
| |  | Sony, Matsushita, Samsung, Thomson, Philips |  | Audio A/D and D/A Converters, Codecs |  | DVD audio                  |  | 
| |  | Sony, Sharp, Ikegami, Canon                 |  | CCD Imaging Analog Front Ends        |  | Camcorder, Digital Cameras |  | 
| |  | Sagem, General Instrument, Echostar         |  | Audio A/D and D/A Converters, Codecs |  | Set Top Boxes              |  | 
| |  | Computing                                   |  |                                      |  |                            |  | 
| |  | Creative Labs, Dell, Gateway, Acer          |  | PCM D/A Converters                   |  | Audio Cards                |  | 
| |  | 3Com, Psion, Olympus, Handspring            |  | Touch Screen Controllers             |  | PDAs                       |  | 
| |  | Gateway, Compaq, IBM                        |  | Power Regulators                     |  | PC Power                   |  | 
| |  | Industrial                                  |  |                                      |  |                            |  | 
| |  | GE, Siemens, Toshiba, Aloka                 |  | A/D Converters                       |  | CAT Scanners, Ultrasound   |  | 
| |  | Siemens, Fanuc, Yaskawa                     |  | Amplifiers, A/D & D/A Converters     |  | Motor Control              |  | 
| |  | Kidde, Mark Denshi, Sumitomo                |  | Amplifiers                           |  | Smart Sensors              |  | 

Once our products are designed into a customers product,
they generally remain a part of that product throughout its life.
 Our experience has been that there is generally a two to four
year period before the sales level of a standard product fully
matures. The sales life of our products may extend from five to
eight years or more once they have reached mature production
volumes. Some of our integrated circuits are used in several
generations of the same product. Once our components have been
designed into a customers product, we are often a
customers sole or primary source for that particular
component.

We sell both standard linear integrated circuits (SLICs), which
can be used as precision building blocks across many
applications, as well as application specific standard products
(ASSPs), which are targeted to the

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Analog Integrated Circuits

Analog signal processing integrated circuits are used to process
and transmit analog data signals prior to conversion to digital
signals and after conversion from digital signals. These
components are used in communications equipment, automatic test
equipment, analytical instruments, medical instruments and
systems, industrial controls, personal computing and computer
peripherals. Our analog circuits include operational, power,
instrumentation, programmable gain and isolation amplifiers,
current transmitters and other analog signal processing
components.

Operational Amplifiers

The operational amplifier is the fundamental building block in
analog and digital systems design. Operational amplifiers are
used to detect and amplify weak (low level) analog signals. Our
high performance operational amplifiers are generally capable of
amplifying typical analog signals in the micro-volt range up to
100,000 times. In addition, operational amplifiers can perform
mathematical functions such as integration and differentiation.
These high performance amplifiers are required to treat signals
generated in numerous applications, including satellite and cable
 TV systems, audio and video systems, robotics, magnetic
resonance and computer-aided tomography (CAT) body scanning
systems.

Amplifier Based Products

We manufacture a number of other amplifier based products,
including instrumentation amplifiers, programmable gain
amplifiers and isolation amplifiers. These products perform a
variety of functions. Among other uses, these components permit
the measurement of weak signals in the presence of unwanted
noise and protection of sensitive instruments from
the effects of transient, high-magnitude and potentially damaging
 voltages caused by sources such as lightning or the switching of
 high voltage equipment. These amplifiers are used in many
diverse applications, including temperature measurement in
industrial processes, protection of sensitive medical instruments
 and isolation of electrical power line disturbances and faults.

Other Analog Signal
Processing Components

We manufacture a variety of other analog signal processing
components, including mathematical function circuits, current
transmitters and voltage-to-frequency converters. Mathematical
function circuits are used when information sought can be
effectively derived only through its algorithmic relationship to
analog signals. Current transmitters send analog signal
information from a process sensor to measurement or control
equipment in the form of a current on the same wires that produce
 the power to the transmitter and sensor. Voltage-to-frequency
converters convert process signal amplitude to a frequency,
making the signal immune to electrical noise and permitting more
efficient storage and processing of the information.

Isolation Products

Our isolation products include isolation amplifiers, isolated
digital couplers and DC-to-DC voltage converters. These products
are used in the industrial process control, communication and
medical instrumentation markets, among others, to perform a
variety of analog circuit functions while protecting people and
equipment from potentially damaging voltages.

Mixed Signal Products

Our mixed signal products are integrated circuit devices that
contain both analog and digital circuits on a single integrated
circuit. In most cases, these devices convert analog signals to
digital form or convert digital

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Precision Data Conversion
 Products

The majority of our mixed signal components revenue is derived
from moderate speed, high resolution and high accuracy
converters. These general purpose converters are used primarily
in process control instrumentation, electronic test
instrumentation, automatic test systems, and communications
systems. For example, in a robot controller the position of the
robot arm must be precisely measured and manipulated. Analog
signals from the robots position sensors are converted by
an analog-to-digital (A/D) converter for computer processing. In
turn, a digital-to-analog (D/A) converter converts the digital
control signal from the computer to analog form to drive the
actuators and motors to position the robot arm accurately.

High Speed Data
Conversion Products

High speed converters are used in a variety of applications such
as wireless communications systems, image processing, digital
oscilloscopes, ultrasound, radar and sonar, as well as the front
end of other advanced systems using digital signal processing
(DSP) technology.

Digital Audio and Video
Products

We also offer high precision, single chip, D/A converters, A/D
converters, codecs and video signal processing devices for the
digital audio and video market. Our pulse-code-modulated
(PCM) product line plays an essential role in digital audio
systems, such as compact disc (CD) players, that use laser
technology to achieve high performance audio reproduction. Our
components convert the digital signals for each stereo channel
into audio. Several generations of products of this type have
been developed and introduced for use in digital audio systems.
Our presence in the CD market facilitated our early entry into
the DVD and multimedia markets. Our PCM converters have now been
designed into musical instruments, computer games, automobile
sound systems, CD-ROMs for multimedia applications, set top box
tuners for cable and satellite TV, DVD players and PC add-in
cards. Our high speed A/ D converters are used in charge coupled
device (CCD) imaging applications such as camcorders, digital
cameras and scanners to convert the CCD analog signal to digital
for processing in the system DSP. In addition, we make complete
front-end video ASSPs, combining A/D converters with
other circuitry to handle all the signal processing between the
CCD sensor and the systems digital processor.

Intelligent Instrumentation Inc.

Through our majority-owned subsidiary, Intelligent
Instrumentation, Inc., we also design, manufacture, and market a
broad line of hardware and software products for the capture and
sharing of real-time enterprise data. These products capture
sensor-based data as well as human-entered data. Products include
 plug-in data acquisition boards, Ethernet-based data acquisition
 systems, network based data collection terminals and component
terminals for machine interface. These products are widely used
in a range of applications, including predictive maintenance,
access control, time and attendance, material tracking, product
test and resource planning.

Research and Development

The design of analog and mixed signal circuitry is highly
dependent on the skills and experience of individual design
engineers. We believe that our team of design engineers has
developed extensive core strengths in high performance analog and
 mixed signal integrated circuits. To support our engineering
teams, we continually invest in design engineering talent,
engineering tools, production processes and test equipment. We
maintain research and development facilities in Arizona, Oregon,
Pennsylvania, the United Kingdom, Japan and Germany.

We emphasize the development of proprietary standard and
application specific products. Our product strategy is to
identify markets in which the application of analog
microelectronics technology may be used to

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Our linear products division focuses on signal processing and
power management products. The data product division develops
data conversion products for medical, motor control and imaging
applications. Our high speed product division targets
communications applications. Our consumer product division
designs products for audio, video and digital imaging
applications. Our isolation products division develops power
regulators and isolation products for computing and
communications applications.

We invest heavily in research and development to maintain our
core design competency and accelerate new product output. We
spent approximately $46 million, $40 million and $34 million for
product and process development in 1999, 1998 and 1997
respectively, representing 15.8%, 15.5% and 13.5% of revenue in
these periods. During this three-year period, we introduced 258
new products, including 92 during 1999.

Intellectual Property

We seek to protect our products and wafer fabrication process
technologies primarily through patents, trade secrecy measures,
copyrights, mask work protection, trademark registrations,
licensing restrictions, confidentiality agreements and other
approaches designed to protect proprietary information. We own
approximately 180 United States and international patents
expiring from 2000 to 2018, and have applications for
approximately 40 additional patents pending in the United States,
 as well as patents issued and pending in several other
countries. Although we pursue a policy of maintaining a strong
patent portfolio, we believe that our success depends primarily
upon the experience and creative skills of our people rather than
 upon the ownership of patents. As is common in the semiconductor
 industry, from time to time we have been and may in the future
be notified of claims regarding the possible infringement of
patents issued to others, and similarly, we have on occasion
notified others of possible infringements of our patents as we
have deemed appropriate.

Sales and Marketing

We sell our products in what we consider to be all major markets
in the industrialized world through our direct sales force and
through independent sales representatives and distributors. We
maintain eight sales offices in the United States and have
international sales subsidiaries in France, Germany, Italy, the
Netherlands, Switzerland, the United Kingdom, Japan and
Singapore. Our direct sales force is primarily focused on large
corporate customers, while our independent sales representatives
and distributors service the needs of our broad base of smaller
clients. In particular, the direct sales force and field
application engineers work with customers at the inception of a
new product to identify specific applications. Most of our sales
people hold engineering degrees and the balance have relevant
engineering experience.

Approximately 61% of our 1999 worldwide revenue was realized
through third party distribution. In 1999, sales to one U.S.
distributor and its related party accounted for approximately 15%
 of sales. Independent sales representatives sell our products in
 approximately 45 countries and the less significant domestic
markets where we do not have a direct sales force.

We sell our products to a diverse base of over 25,000 customers
worldwide. We have maintained long-term relationships with major
customers in the industrial process control, instrumentation and
imaging markets. Currently, we are targeting our key corporate
accounts for further penetration through joint collaboration on
high volume, application specific products and incremental sales
of standard circuits from our diverse product line. In 1999, our
fifteen key corporate accounts generated approximately 20% of our
 total revenue. Sony, our largest end-customer, accounted for
5.8% of 1999 sales.

Sales outside the United States accounted for approximately 61%
of total revenues in 1999, 65% of total revenues in 1998, and 66%
 of total revenues in 1997. To support our international
marketing organization, we have established product development,
production, marketing and administrative functions in Scotland
and

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Backlog

Many of our products are standard items with a relatively short
delivery cycle. Our backlog is generally scheduled for delivery
within three months or less of order, although some portion may
be scheduled for delivery four to twelve months into the future.
As a result, the order backlog at the end of any specific quarter
 is not generally indicative of the level of sales to be expected
 in succeeding quarters. It is our policy to include in backlog
only those orders that have firm scheduled delivery dates within
one year. Our backlog as of December 31, 1999, 1998, and
1997, was approximately $79.6 million, $46.3 million and $56.5
million, respectively.

Manufacturing

Our production of integrated circuits use internal process
technologies, externally purchased wafer processing foundry
services and purchased components that already incorporate the
desired semiconductor manufacturing technology. We use several
bipolar, complementary metal oxide semiconductor (CMOS) and
bipolar CMOS processes that provide circuits for the analog and
data conversion markets. We seek to optimize wafer production
through a combination of in-house and outsourced fabrication
facilities, utilizing third parties where more cost effective or
efficient. Our internal facility is located in Tucson, Arizona.

We conduct electrical testing of integrated circuits in both
wafer and packaged forms. The combination of various
specifications makes the test process for analog and mixed-signal
 devices particularly difficult. Test operations require the
programming, maintenance, and use of sophisticated computer-based
 test systems and complex automatic handling systems. We have
special screening and qualification programs when high
reliability quality grades are required by customer
specifications.

We have integrated circuit assembly operations in Tucson.
However, most of our assembly demand is met by using contract
assembly companies located in Japan, Taiwan, Malaysia, Thailand
and the Philippines. To achieve lower cost without compromising
high performance, we have expanded our packaging capability to
include low cost multi-chip module assembly in our Tucson
manufacturing facility. Following assembly, we perform final
testing, marking and inspection of the packaged units, utilizing
outsourced service firms when cost effective.

To maintain our reputation for producing high quality and
reliable products, we have developed and implemented a quality
program to focus on customer satisfaction. The program includes
annual satisfaction reviews with customers to assess improvement
priorities and competitor comparisons. The quality program also
includes Quality System Certification (ISO9001), a comprehensive
product/process reliability monitoring program, and a stringent
qualification program for new products and processes.

We maintain facilities in Europe and Japan to provide better
service to our customers in these regions and to achieve an
improved competitive position. In Europe, our product development
 and administrative site is located in Livingston, Scotland. This
 facility designs integrated circuits for sale in Europe and for
export to other markets. In Japan, our Atsugi Technical Center,
near Tokyo, performs product development, final product testing
and quality and reliability testing for the digital audio and
imaging product line for sale in Japan and export to other
markets.

The principal raw materials used in the manufacture of our
monolithic integrated circuits are silicon wafers, chemicals and
gases used in processing wafers, gold wire and ceramic, metal and
 epoxy packages that enclose the chip and provide the external
connections for the circuit. Silicon wafers and other raw
materials may be obtained from several suppliers. From time to
time, particularly during periods of increased industry-wide
demand, silicon wafers and other materials have been in short
supply. As is typical in the industry, we allow for a significant
 period of lead time between order and delivery of raw materials.
 In addition, we sometimes enter into long term supplier-customer
 relationships with key suppliers of such materials to mitigate
possible shortage problems.

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Competition

We believe that competition in our industry is based primarily on
 design and process innovation, product performance and
reliability, adherence to changing industry standards, marketing
and distributing capability, technological change, availability
of a broad range of specialized products, standard product
availability and price. We believe that reliable performance,
service and product innovation are more important than price for
high performance circuits. Price is more of a competitive factor
when an equivalent product is available from other sources.

Our major competitors in the high performance analog integrated
circuits market are Analog Devices, Linear Technology and Maxim
Integrated Products. With respect to a more limited range of
products, we also compete with Cirrus Logic, Conexant, Elantec
Semiconductor, National Semiconductor, Intersil, ON
Semiconductor, ST Microelectronics, Sipex Corporation and Texas
Instruments. Our consumer product line competes with several U.S.
 and foreign manufacturers of D/ A converters for use in digital
compact disc stereo systems and multimedia systems. These include
 Asahi Kasei, Cirrus Logic, Hitachi, Micro Linear, Mitsubishi,
Philips Semiconductors, Sony Electronics, and Wolfson
Microelectronics. Many of our competitors are larger and have
greater financial and other resources than us.

Environmental Regulation

Government regulations impose various controls on the discharge
of certain chemicals and gases into the environment that we use
to process semiconductors at our Tucson fabrication facility. We
believe that our manufacturing processes conform to present
environmental regulations, but future changes in these
regulations could result in increased costs or impede our
operating performance. We are currently eliminating lead from our
 semiconductor processes to comply with anticipated European
regulations.

Our Tucson, Arizona campus is part of the Tucson International
Airport Superfund site. We have agreed with the United States
Environmental Protection Agency (EPA) to implement site
remediation actions pursuant to the provisions of a consent
decree agreement with the EPA. We incurred approximately $60,000,
 $75,000 and $200,000 of remediation expense in 1999, 1998, and
1997, respectively.

In addition, we have been named as a potentially responsible
party (PRP), along with hundreds of other PRPs, at the OMEGA
chemical Superfund site in Whittier, California. The PRPs are
currently negotiating a consent decree with the EPA from
remediation of that site. Due to our small volumetric
contribution to the OMEGA site, we believe our responsibility for
 remediation costs should not have a material adverse impact on
our operations.

Employees

At December 31, 1999, we employed 1,522 people worldwide,
including 931 employees in manufacturing and assembly,
265 employees in research and development, 216 in sales
 and marketing and 110 in management and administration.
Many of our employees are highly skilled and our continued
success will depend in part on our ability to attract and retain
such employees, who are generally in great demand. At times, like
 other semiconductor manufacturers, we have had difficulty hiring
 engineering personnel. We have never experienced a work stoppage
 and we consider our employee relations to be good.

Item 2.  Properties

We have manufacturing or technical facilities in Tucson, Arizona,
 Atsugi, Japan and Livingston, Scotland. In 1994, we established
business units in these locations to bring greater focus to their
 respective served markets and accelerate new product
development. Our major manufacturing and engineering facilities
and administrative offices are located in eight company-owned
buildings aggregating 304,775 square feet on our
33 acre site in Tucson, Arizona. We also own approximately
120 acres of land in Tucson which is being held for future
expansion.

8



---



In December 1998, we purchased a 12,000 square foot
building in Livingston, Scotland which houses product development
 and administrative offices. We also own approximately
20 acres of land in Livingston, Scotland. Our Atsugi
Technical Center in Atsugi, Japan is a 44,500 square foot
building which houses sales, product testing and research and
development activities. We have a fifteen year lease on this
facility which expires in 2001. Also, we have sales offices that
lease space under agreements with varying terms.

Item 3.  Legal Proceedings

From time to time, we are involved in legal proceedings of a
character normally incident to our business, including various
threatened and pending claims seeking damages from us. Such
litigation includes claims related to employment, environmental,
personal injury, contract, product liability and intellectual
property matters. We do not believe that an adverse decision in
any presently pending or threatened claim, or any amounts we
would be required to pay by reason of the claim, would have a
material adverse effect on our financial condition, cash flows,
or results of operations.

Item 4.  Submission of Matters to a Vote of
Security Holders

We did not submit any matters to a vote of our shareholders in
the fourth quarter of 1999.

9



---



PART II

Item 5.  Market for the Registrants Common
Equity and Related Stockholder Matters

Our common stock has traded on the Nasdaq National Market under
the symbol BBRC since March 1984. The following table
 lists the high and low per share sale prices for our common
stock for the periods indicated, adjusted for stock splits:

|                  |                |      |   |     |       |  |   |    |      
|----------------- | -------------- | ---- | - | --- | ----- |  | - | -- | -----
|                  |                | High |   | Low
|                  |                |      |   |    
|Fiscal Year 1998: |                |      |   |     |       |  |   |   
|                 
|                 
|                 
|                 
|                  | First Quarter  |      | $ | 19  |       |  | $ | 11 | 5/16 
|                 
|                 
|                 
|                 
|                  | Second Quarter |      |   | 21  |       |  |   | 12 | 13/16
|                 
|                 
|                 
|                 
|                  | Third Quarter  |      |   | 16  | 1/4   |  |   | 8  |      
|                 
|                 
|                 
|                 
|                  | Fourth Quarter |      |   | 16  | 5/8   |  |   | 8  | 15/16
|                 
|                 
|                 
|                 
|Fiscal Year 1999: |                |      |   |     |       |  |   |   
|                 
|                 
|                 
|                 
|                  | First Quarter  |      |   | 18  |       |  |   | 11 | 15/16
|                 
|                 
|                 
|                 
|                  | Second Quarter |      |   | 26  | 11/16 |  |   | 15 | 11/16
|                 
|                 
|                 
|                 
|                  | Third Quarter  |      |   | 28  | 13/16 |  |   | 22 | 3/4  
|                 
|                 
|                 
|                 
|                  | Fourth Quarter |      |   | 36  | 1/2   |  |   | 22 | 11/16

On February 8, 2000, the last reported bid price of our
common stock on the Nasdaq National Market was $44 1/8 per
share. As of January 31, 2000, we had approximately 810
stockholders of record and approximately 6,500 beneficial owners.

The payment of dividends on our common stock is within the
discretion of our board of directors. Currently, we intend to
retain earnings to finance the growth of our business. We have
not paid cash dividends on our common stock and the board of
directors does not expect to declare cash dividends on the common
 stock in the near future.

10



---



Item 6.  Selected Financial Data

Five Year Financial Summary

(In thousands, except per share and employee amounts)

|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |        |  
|----------------------------------------------- | -------------- | ---- | ------- | ------ | - | ---- | ------- | ------ | - | ---- | ------- | ------ | - | - | ------- | ------ | - | - | ------- | ------ | -
|                                                |                | 1999 |         | 1998   |   | 1997 |         | 1996   |   | 1995
|                                                |                |      |         |        |   |      |         |        |   |     
|Net revenue                                     |                | $    | 291,448 |        |   | $    | 258,094 |        |   | $    | 252,102 |        |   | $ | 219,997 |        |   | $ | 269,162 |       
|                                               
|                                               
|                                               
|                                               
|Revenue by geographic area:                     |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|                                               
|                                               
|                                               
|                                               
|                                                | Foreign        |      |         | 61     | % |      |         | 65     | % |      |         | 66     | % |   |         | 66     | % |   |         | 64     | %
|                                               
|                                               
|                                               
|                                               
|                                                | Domestic       |      |         | 39     | % |      |         | 35     | % |      |         | 34     | % |   |         | 34     | % |   |         | 36     | %
|                                               
|                                               
|                                               
|                                               
|Increase (decrease) in revenue over prior years |                |      | 13      | %      |   |      | 2       | %      |   |      | 15      | %      |   |   | (18     | %)     |   |   | 39      | %     
|                                               
|                                               
|                                               
|                                               
|Gross margin % of revenue                       |                |      | 52      | %      |   |      | 51      | %      |   |      | 50      | %      |   |   | 50      | %      |   |   | 49      | %     
|                                               
|                                               
|                                               
|                                               
|Operating expenses % of revenue                 |                |      | 32      | %      |   |      | 34      | %      |   |      | 33      | %      |   |   | 37      | %      |   |   | 34      | %     
|                                               
|                                               
|                                               
|                                               
|Operating income % of revenue                   |                |      | 20      | %      |   |      | 17      | %      |   |      | 17      | %      |   |   | 14      | %      |   |   | 15      | %     
|                                               
|                                               
|                                               
|                                               
|Other income % of revenue                       |                |      | 1       | %      |   |      | 2       | %      |   |      | 1       | %      |   |   | 5       | %      |   |   | 0       | %     
|                                               
|                                               
|                                               
|                                               
|Net income                                      |                | $    | 45,718  |        |   | $    | 35,857  |        |   | $    | 32,662  |        |   | $ | 29,684  |        |   | $ | 29,212  |       
|                                               
|                                               
|                                               
|                                               
|Basic per share amount                          |                | $    | .83     |        |   | $    | .65     |        |   | $    | .60     |        |   | $ | .55     |        |   | $ | .58     |       
|                                               
|                                               
|                                               
|                                               
|Diluted per share amount                        |                | $    | .78     |        |   | $    | .62     |        |   | $    | .57     |        |   | $ | .53     |        |   | $ | .55     |       
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Income tax rate                                 |                |      | 27      | %      |   |      | 26      | %      |   |      | 30      | %      |   |   | 25      | %      |   |   | 27      | %     
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Return on revenue                               |                |      | 16      | %      |   |      | 14      | %      |   |      | 13      | %      |   |   | 13      | %      |   |   | 11      | %     
|                                               
|                                               
|                                               
|                                               
|Return on average assets                        |                |      | 12      | %      |   |      | 11      | %      |   |      | 12      | %      |   |   | 12      | %      |   |   | 15      | %     
|                                               
|                                               
|                                               
|                                               
|Return on average capital employed              |                |      | 14      | %      |   |      | 13      | %      |   |      | 14      | %      |   |   | 14      | %      |   |   | 19      | %     
|                                               
|                                               
|                                               
|                                               
|Return on equity                                |                |      | 14      | %      |   |      | 13      | %      |   |      | 14      | %      |   |   | 15      | %      |   |   | 16      | %     
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Total capital employed                          |                | $    | 348,965 |        |   | $    | 299,132 |        |   | $    | 251,375 |        |   | $ | 220,260 |        |   | $ | 202,349 |       
|                                               
|                                               
|                                               
|                                               
|                                                | % of revenue   |      |         | 120    | % |      |         | 116    | % |      |         | 100    | % |   |         | 100    | % |   |         | 75     | %
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Total equity                                    |                | $    | 323,218 |        |   | $    | 273,513 |        |   | $    | 234,916 |        |   | $ | 199,406 |        |   | $ | 179,145 |       
|                                               
|                                               
|                                               
|                                               
|                                                | % of revenue   |      |         | 111    | % |      |         | 106    | % |      |         | 93     | % |   |         | 91     | % |   |         | 67     | %
|                                               
|                                               
|                                               
|                                               
|Basic per share amount                          |                | $    | 5.85    |        |   | $    | 4.97    |        |   | $    | 4.34    |        |   | $ | 3.69    |        |   | $ | 3.57    |       
|                                               
|                                               
|                                               
|                                               
|Diluted per share amount                        |                | $    | 5.52    |        |   | $    | 4.76    |        |   | $    | 4.13    |        |   | $ | 3.54    |        |   | $ | 3.38    |       
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Long-term debt, less current portion            |                | $    | 2,053   |        |   | $    | 2,921   |        |   | $    | 1,482   |        |   | $ | 1,830   |        |   | $ | 1,808   |       
|                                               
|                                               
|                                               
|                                               
|Total debt                                      |                | $    | 20,105  |        |   | $    | 21,445  |        |   | $    | 12,145  |        |   | $ | 17,450  |        |   | $ | 20,862  |       
|                                               
|                                               
|                                               
|                                               
|                                                | % of revenue   |      |         | 7      | % |      |         | 8      | % |      |         | 5      | % |   |         | 8      | % |   |         | 8      | %
|                                               
|                                               
|                                               
|                                               
|Debt-to-equity ratio                            |                |      | 0.06    |        |   |      | 0.08    |        |   |      | 0.05    |        |   |   | 0.09    |        |   |   | 0.12    |       
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Total assets                                    |                | $    | 399,717 |        |   | $    | 338,691 |        |   | $    | 299,388 |        |   | $ | 261,588 |        |   | $ | 252,249 |       
|                                               
|                                               
|                                               
|                                               
|                                                | % of revenue   |      |         | 137    | % |      |         | 131    | % |      |         | 119    | % |   |         | 119    | % |   |         | 94     | %
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Working capital                                 |                | $    | 229,586 |        |   | $    | 141,372 |        |   | $    | 114,017 |        |   | $ | 97,914  |        |   | $ | 129,908 |       
|                                               
|                                               
|                                               
|                                               
|                                                | % of revenue   |      |         | 79     | % |      |         | 55     | % |      |         | 45     | % |   |         | 45     | % |   |         | 48     | %
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Current ratio                                   |                |      | 4.34    |        |   |      | 3.44    |        |   |      | 2.95    |        |   |   | 2.76    |        |   |   | 2.96    |       
|                                               
|                                               
|                                               
|                                               
|Capital expenditures                            |                | $    | 24,760  |        |   | $    | 26,474  |        |   | $    | 25,637  |        |   | $ | 31,919  |        |   | $ | 17,574  |       
|                                               
|                                               
|                                               
|                                               
|Depreciation and amortization                   |                | $    | 19,047  |        |   | $    | 16,928  |        |   | $    | 13,834  |        |   | $ | 13,272  |        |   | $ | 12,712  |       
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Land, building, and equipment, net              |                | $    | 98,252  |        |   | $    | 92,164  |        |   | $    | 79,466  |        |   | $ | 67,530  |        |   | $ | 51,424  |       
|                                               
|                                               
|                                               
|                                               
|                                                | % of revenue   |      |         | 34     | % |      |         | 36     | % |      |         | 32     | % |   |         | 31     | % |   |         | 19     | %
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Average number of employees during the year     |                |      | 1,366   |        |   |      | 1,334   |        |   |      | 1,306   |        |   |   | 1,540   |        |   |   | 1,926   |       
|                                               
|                                               
|                                               
|                                               
|Revenue per employee                            |                | $    | 213.36  |        |   | $    | 193.47  |        |   | $    | 193.03  |        |   | $ | 142.86  |        |   | $ | 139.75  |       
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|Shares used to compute earnings per share:      |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       
|                                               
|                                               
|                                               
|                                               
|                                                | Basic shares   |      |         | 55,296 |   |      |         | 55,005 |   |      |         | 54,081 |   |   |         | 54,005 |   |   |         | 50,250 |  
|                                               
|                                               
|                                               
|                                               
|                                                | Diluted shares |      |         | 58,570 |   |      |         | 57,419 |   |      |         | 56,902 |   |   |         | 56,265 |   |   |         | 52,972 |  
|                                                |                |      |         |        |   |      |         |        |   |      |         |        |   |   |         |        |   |   |         |       

11



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Item 7.  Managements Discussion and
Analysis of Financial Conditions and Results of Operations

Overview

We are a global leader in the development, manufacturing and
marketing of high performance analog and mixed signal integrated
circuits. Through our proprietary design expertise and
specialized application knowledge, we deliver more than 1,200
innovative products to 25,000 customers worldwide. We target high
 growth segments of the communications, computing, consumer and
industrial markets.

The market for analog and mixed signal integrated circuits
differs from the digital circuit market in several significant
ways. Analog applications involve more complex signals than
digital applications, with analog signals having continuous
variations in resolution, speed, power, signal amplitude and
other specifications. Competition in the analog and mixed signal
markets is based more on performance, functionality, quality and
reliability than on price. Analog circuits generally have longer
life cycles than digital circuits because customers frequently
continue to use the same component through several generations of
 their products, which themselves have long life cycles. This
results in more stable pricing and demand, which decreases our
earnings volatility.

In contrast to the design of digital circuits, analog product
design innovation depends more on experienced engineers and less
on computer-aided design tools. This results from the
complexities inherent in designing analog circuits that process
continuous signals. Due to the limited pool of experienced analog
 designers, we believe our resident design expertise serves as a
competitive advantage. In addition, circuit design is more
important to the analog market than the relative size of the
circuit. This allows us to use less costly manufacturing
techniques, lowers our overall capital requirements and provides
us with opportunities to increase our return on invested capital.

With the transition to a new management team beginning in 1994,
we broadened our target markets to encompass selected fast
growing segments of the electronics industry, which include
communications, digital consumer products and computing. In 1999,
 more than 59% of our revenue was derived from these segments
compared to 46% in 1994. In order to support this strategy, we
significantly increased our investment in research and
development from 11.3% of revenue in 1994 to 15.8% of revenue in
1999. As a result, we have dramatically increased the
introduction of new products from 28 in 1994 to 92 in 1999. At
the same time, we have strengthened our position in our
traditional industrial markets, which has provided us with a
stable base of revenue that has partially insulated us from the
cyclical nature of the semiconductor industry.

We sell our products through our own sales force as well as
through a network of manufacturers representatives and
distributors. In 1999, 38.8% of revenue came from North America,
23.3% from Europe, 28.3% from Japan and 9.6% from Southeast Asia.

We recognize revenue on sales to customers other than
distributors when products are shipped. In the case of North
American distributors, we defer recognition of revenue and cost
of goods sold until the distributor has re-sold the product. For
all international distributors other than Japan, we recognize
revenue from sales to distributors at the time of sale, but
reserve a portion of revenue and gross margin for sales returns.
We recognize revenue and cost of goods sold upon sale to Japanese
 distributors.

We sell both standard linear integrated circuits (SLICs), which
can be used as precision building blocks across many
applications, as well as application specific standard products
(ASSPs), which are targeted to the unique requirements of
emerging, high volume applications. In general SLICs take longer
to reach peak

12



---





Our manufacturing approach combines and optimizes internal wafer
fabrication at our facility in Tucson, Arizona with production
from third party foundries for specialty processes unavailable
internally or that are more economically produced externally. We
produce approximately half of our wafers internally. We also
outsource most of our product assembly and packaging and an
increasing proportion of our testing requirements.

Results of Operations

The following table sets forth certain financial data for the
periods indicated expressed as a percentage of revenues:

|                           |                                                |                          |     |      |    |      |     |      |    |      |     |    |    |  |     |    |    |  |     |    |    | 
|-------------------------- | ---------------------------------------------- | ------------------------ | --- | ---- | -- | ---- | --- | ---- | -- | ---- | --- | -- | -- |  | --- | -- | -- |  | --- | -- | -- | 
|                           |                                                |                         
|                           |                                                | Year Ended December 31, 
|                           |                                                |                         
|                           |                                                | 1995                     |     | 1996 |    | 1997 |     | 1998 |    | 1999
|                           |                                                |                          |     |      |    |      |     |      |    |     
|Revenue                    |                                                |                          | 100 | %    |    |      | 100 | %    |    |      | 100 | %  |    |  | 100 | %  |    |  | 100 | % 
|                          
|                          
|                          
|                          
|Cost of goods sold         |                                                |                          | 51  |      |    |      | 50  |      |    |      | 50  |    |    |  | 49  |    |    |  | 48  |   
|                           |                                                |                          |     |      |    |      |     |      |    |      |     |    |    |  |     |    |    |  |     |   
|Gross margin               |                                                |                          | 49  |      |    |      | 50  |      |    |      | 50  |    |    |  | 51  |    |    |  | 52  |   
|                          
|                          
|                          
|                          
|Operating expenses:        |                                                |                          |     |      |    |      |     |      |    |      |     |    |    |  |     |    |    |  |     |   
|                          
|                          
|                          
|                          
|                           | Research and development                       |                          |     | 10   |    |      |     | 13   |    |      |     | 13 |    |  |     | 15 |    |  |     | 16 |   
|                          
|                          
|                          
|                          
|                           | Selling, marketing, general and administrative |                          |     | 24   |    |      |     | 24   |    |      |     | 20 |    |  |     | 19 |    |  |     | 16 |   
|                           |                                                |                          |     |      |    |      |     |      |    |      |     |    |    |  |     |    |    |  |     |   
|                           |                                                | Total operating expenses |     |      | 34 |      |     |      | 37 |      |     |    | 33 |  |     |    | 34 |  |     |    | 32 | 
|                           |                                                |                          |     |      |    |      |     |      |    |      |     |    |    |  |     |    |    |  |     |   
|Operating income           |                                                |                          | 15  |      |    |      | 14  |      |    |      | 17  |    |    |  | 17  |    |    |  | 20  |   
|                          
|                          
|                          
|                          
|Other income               |                                                |                          | 0   |      |    |      | 4   |      |    |      | 1   |    |    |  | 1   |    |    |  | 1   |   
|                          
|                          
|                          
|                          
|Provision for income taxes |                                                |                          | 4   |      |    |      | 5   |      |    |      | 6   |    |    |  | 5   |    |    |  | 6   |   
|                           |                                                |                          |     |      |    |      |     |      |    |      |     |    |    |  |     |    |    |  |     |   
|Net income                 |                                                |                          | 11  | %    |    |      | 13  | %    |    |      | 13  | %  |    |  | 14  | %  |    |  | 16  | % 
|                           |                                                |                          |     |      |    |      |     |      |    |      |     |    |    |  |     |    |    |  |     |   

1999 Compared to 1998

Revenue. Our revenue was $291.4 million in 1999, the
highest in our history. This represents a 12.9% increase over
revenue of $258.1 million in 1998. We increased revenue in all of
 our end-markets, with particularly strong growth in our newer
communications, digital consumer and computing markets. Revenue
from communications products grew by more than 37% over 1998, and
 computing revenue in 1999 grew by 86% over 1998 to $20.4
million. The increase in revenue in all of our end markets was
attributable to an increase in the number of units sold while our
 prices generally remained stable. The increase in the number of
units sold was attributable to increased demand for our existing
products as well as market acceptance of new products introduced
in recent years. Semiconductor products introduced in the five
years preceding 1999 accounted for approximately 53% of our 1999
revenue. Semiconductor products introduced in the five years
preceding 1998 accounted for approximately 50% of our 1998
revenue. We believe this growth reflects our strategy to target
high growth applications within the largest segments of the
electronics market.

Gross Margin.Gross profit as a percentage of revenue, or
gross margin, improved to 52.4% in 1999 from 51.4% in 1998. This
improvement was driven by the increase in revenues discussed
above combined with higher factory utilization and manufacturing
cost reductions. In addition, favorable foundry wafer pricing
allowed us to participate in higher volume applications without a
 negative impact on our gross margin.

Research and Development.Research and development
expenses reached $46 million in 1999, an increase of $6.1 million
 over 1998, and were 15.8% of revenue as compared to 15.5% in
1998. The increase was largely attributable to the hiring of
additional engineers, development expenses related to new product
 introductions and capital expenditures for research and
development equipment. As a result of our investment in research
and development, we introduced 92 new products in 1999 and 87 in
1998. We anticipate that

13



---





Sales, Marketing, General and Administrative.Sales,
marketing, general and administrative expenses decreased to $47.1
 million in 1999 from $48.1 million in 1998. From 1998 to 1999,
we reduced these expenses as a percentage of revenue from 18.6%
to 16.2%. This reduction is primarily attributable to our ongoing
 consolidation of worldwide logistics, administrative and
inventory functions as well as our adoption of a global
information system. We achieved a reduction in overall selling
costs through our use of third party distribution channels, which
 accounted for 61% of our sales in 1999, compared to 50% in 1998.
 Much of this increase occurred in Japan as the result of both
economic recovery and the increased use of distributors in that
region.

Operating Income.Operating income was $59.6 million in
1999, an increase of $15.0 million over 1998. This significant
improvement was attributable to increased revenue, manufacturing
efficiencies and cost reduction efforts which resulted in a
decrease in overall operating expenses as a percentage of revenue
 to 31.9% in 1999 from 34.1% in 1998.

Other Income.Other income was $3.0 million in 1999, and
consisted primarily of net interest income on invested funds and
the results of foreign currency transactions. In 1998, other
income was $3.8 million.

Provision for Income Taxes.Our effective tax rate was 27%
 in 1999, compared to 26% in 1998. This change resulted from our
shift of certain production to offshore facilities, causing a
decline in our foreign sales corporation benefit.

Net Income.Net income for 1999 was $45.7 million. Net
income increased approximately $9.9 million, which represents a
27.5% increase over 1998. The increase in net income was the
result of our increased revenue, manufacturing efficiencies and
cost reduction efforts. Net income represented 15.7% of 1999
revenue, compared to 13.9% in 1998. Diluted earnings per share
reached $0.78 for 1999, a 25.8% increase over diluted earnings
per share of $0.62 in 1998.

1998 Compared to 1997

Revenue.Revenue was $258.1 million in 1998, a 2.4%
increase over 1997. Revenue in the U.S. and Europe increased from
 the prior year, while revenue from Asia declined. Revenue in
Southeast Asia, excluding Japan, decreased marginally, reflecting
 the distressed economic climate in that region. A weakening
Japanese Yen also resulted in lower revenue from Japan. In 1998,
revenue from the newer communication, digital consumer, and
computing markets accounted for 53% of our total revenue,
exceeding for the first time revenue from the industrial market.

Gross Margin.Gross margin improved to 51.4% in 1998 from
50.4% in 1997. The improvement was due primarily to an increased
utilization of our manufacturing facilities and increased
production levels, despite a shift in product mix towards higher
volume products with lower average selling prices.

Research and Development.Research and development
expenses were $39.9 million, or 15.5% of revenue, in 1998, an
increase of $5.9 million over 1997, reflecting an increase in
product development activities.

Sales, Marketing, General and Administrative.Sales,
marketing, general and administrative expenses declined to $48.1
million, or 18.6% of revenue in 1998, from $49.5 million, or
19.6% of revenue, in 1997. This improvement was the result of
consolidation of selling, logistics, and administrative activity
in Europe and Japan and expanded use of third party distribution
in all regions and improvements in administrative efficiency. The
 increased use of third-party distribution resulted both in
increased revenue and reduced selling costs in 1998.
Approximately 50% of our 1998 revenue was derived from third
party distribution, up from 46% in 1997.

Operating Income.Operating income was $44.7 million in
1998, or 17.3% of revenue, an increase from $43.6 million, or
17.3% of revenue, in 1997, due primarily to the factors described
 above.

14



---



Other Income.Other income was $3.8 million in 1998, and
consisted primarily of net interest income on invested funds and
the results of foreign currency transactions. Other income was
$3.1 million in 1997.

Provision for Income Taxes. Our 1998 effective tax rate
was 26%, compared to 30% in 1997. The decrease was due to an
increase in our foreign sales corporation benefit, increased tax
credits, a further shift to tax advantaged investments and
favorable Arizona tax legislation.

Net Income.Net income was $35.9 million in 1998, up $3.2
million, or 9.8%, over 1997. Net income was 13.9% of 1998 revenue
 as compared to 13.0% of 1997 revenue. Diluted earnings per share
 were $.62 for 1998, 8.8% higher than diluted earnings per share
of $.57 in 1997.

Selected Quarterly Results of Operations

The following table sets forth a summary of our unaudited
quarterly operating results for each of the eight quarters ended
December 31, 1999 and the percentage of our revenue
represented by each item in the respective quarters. This data
has been derived from our unaudited interim financial statements
which, in our opinion, have been prepared on substantially the
same basis as the audited consolidated financial statements
contained elsewhere in this Annual Report on Form 10K and
include all normal recurring adjustments necessary for a fair
presentation of the financial information for the periods
presented. These unaudited quarterly results should be read in
conjunction with our audited consolidated financial statements
and the accompanying notes. The operating results in any quarter
are not necessarily indicative of the results that may be
expected for any future period.

|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |      |      | 
|----------------------------- | ---------------------------------------------- | ------------------------ | ----- | ------- | ---- | ------- | ----- | -------- | ---- | ------- | ----- | ------- | ---- | - | ----- | ---- | ---- | - | ----- | ---- | ---- | - | ----- | ---- | ---- | 
|                              |                                                |                         
|                              |                                                | Quarter Ended           
|                              |                                                |                         
|                              |                                                | Apr. 4,                  |       | July 4, |      | Oct. 3, |       | Dec. 31, |      | Apr. 3, |       | July 3,
|                              |                                                | 1998                     |       | 1998    |      | 1998    |       | 1998     |      | 1999    |       | 1999   
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |        
|                              |                                                |                         
|                              |                                                | (in millions)           
|                             
|                             
|                             
|                             
|Statement of Operations Data: |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|                             
|                             
|                             
|                             
|Revenue                       |                                                | $                        | 68.7  |         |      | $       | 66.5  |          |      | $       | 61.2  |         |      | $ | 61.7  |      |      | $ | 61.0  |      |      | $ | 68.2  |     
|                             
|                             
|                             
|                             
|Cost of goods sold            |                                                |                          | 33.1  |         |      |         | 32.0  |          |      |         | 29.7  |         |      |   | 30.7  |      |      |   | 30.2  |      |      |   | 32.6  |     
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|Gross profit                  |                                                |                          | 35.6  |         |      |         | 34.5  |          |      |         | 31.5  |         |      |   | 31.0  |      |      |   | 30.8  |      |      |   | 35.6  |     
|                             
|                             
|                             
|                             
|Operating expenses:           |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|                             
|                             
|                             
|                             
|                              | Research and development                       |                          |       | 9.8     |      |         |       | 10.0     |      |         |       | 9.9     |      |   |       | 10.2 |      |   |       | 10.0 |      |   |       | 10.4 |     
|                             
|                             
|                             
|                             
|                              | Selling, marketing, general and administrative |                          |       | 12.1    |      |         |       | 12.3     |      |         |       | 12.2    |      |   |       | 11.4 |      |   |       | 11.1 |      |   |       | 11.7 |     
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|                              |                                                | Total operating expenses |       |         | 21.9 |         |       |          | 22.3 |         |       |         | 22.1 |   |       |      | 21.6 |   |       |      | 21.1 |   |       |      | 22.1 | 
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|Operating income              |                                                |                          | 13.7  |         |      |         | 12.2  |          |      |         | 9.4   |         |      |   | 9.4   |      |      |   | 9.7   |      |      |   | 13.5  |     
|                             
|                             
|                             
|                             
|Other income                  |                                                |                          | 0.9   |         |      |         | 0.7   |          |      |         | 1.1   |         |      |   | 1.1   |      |      |   | 0.6   |      |      |   | 0.6   |     
|                             
|                             
|                             
|                             
|Provision for income taxes    |                                                |                          | 4.4   |         |      |         | 3.5   |          |      |         | 3.0   |         |      |   | 1.8   |      |      |   | 2.8   |      |      |   | 3.8   |     
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|Net income                    |                                                | $                        | 10.2  |         |      | $       | 9.4   |          |      | $       | 7.5   |         |      | $ | 8.7   |      |      | $ | 7.5   |      |      | $ | 10.3  |     
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|                             
|                             
|                             
|                             
|As a Percentage of Revenues:  |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|                             
|                             
|                             
|                             
|Revenue                       |                                                |                          | 100.0 | %       |      |         | 100.0 | %        |      |         | 100.0 | %       |      |   | 100.0 | %    |      |   | 100.0 | %    |      |   | 100.0 | %   
|                             
|                             
|                             
|                             
|Cost of goods sold            |                                                |                          | 48.2  |         |      |         | 48.1  |          |      |         | 48.5  |         |      |   | 49.7  |      |      |   | 49.5  |      |      |   | 47.9  |     
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|Gross margin                  |                                                |                          | 51.8  |         |      |         | 51.9  |          |      |         | 51.5  |         |      |   | 50.3  |      |      |   | 50.5  |      |      |   | 52.1  |     
|                             
|                             
|                             
|                             
|Operating expenses:           |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|                             
|                             
|                             
|                             
|                              | Research and development                       |                          |       | 14.3    |      |         |       | 15.0     |      |         |       | 16.2    |      |   |       | 16.5 |      |   |       | 16.5 |      |   |       | 15.3 |     
|                             
|                             
|                             
|                             
|                              | Selling, marketing, general and administrative |                          |       | 17.6    |      |         |       | 18.5     |      |         |       | 20.0    |      |   |       | 18.5 |      |   |       | 18.2 |      |   |       | 17.1 |     
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|                              |                                                | Total operating expenses |       |         | 31.9 |         |       |          | 33.5 |         |       |         | 36.2 |   |       |      | 35.0 |   |       |      | 34.7 |   |       |      | 32.4 | 
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|Operating income              |                                                |                          | 19.9  |         |      |         | 18.4  |          |      |         | 15.3  |         |      |   | 15.3  |      |      |   | 15.8  |      |      |   | 19.7  |     
|                             
|                             
|                             
|                             
|Other income                  |                                                |                          | 1.3   |         |      |         | 1.0   |          |      |         | 1.9   |         |      |   | 1.8   |      |      |   | 0.9   |      |      |   | 0.9   |     
|                             
|                             
|                             
|                             
|Provision for income taxes    |                                                |                          | 6.4   |         |      |         | 5.2   |          |      |         | 4.9   |         |      |   | 2.9   |      |      |   | 4.5   |      |      |   | 5.5   |     
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     
|Net income                    |                                                |                          | 14.8  | %       |      |         | 14.2  | %        |      |         | 12.3  | %       |      |   | 14.2  | %    |      |   | 12.2  | %    |      |   | 15.1  | %   
|                              |                                                |                          |       |         |      |         |       |          |      |         |       |         |      |   |       |      |      |   |       |      |      |   |       |     

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                              |                                                |                          |       |          |      |   |       |      |      | 
|----------------------------- | ---------------------------------------------- | ------------------------ | ----- | -------- | ---- | - | ----- | ---- | ---- | 
|                              |                                                |                         
|                              |                                                | Quarter Ended           
|                              |                                                |                         
|                              |                                                | Oct. 2,                  |       | Dec. 31,
|                              |                                                | 1999                     |       | 1999    
|                              |                                                |                          |       |         
|                              |                                                |                         
|                              |                                                | (in millions)           
|                             
|                             
|                             
|                             
|Statement of Operations Data: |                                                |                          |       |          |      |   |       |     
|                             
|                             
|                             
|                             
|Revenue                       |                                                | $                        | 78.0  |          |      | $ | 84.2  |     
|                             
|                             
|                             
|                             
|Cost of goods sold            |                                                |                          | 36.6  |          |      |   | 39.2  |     
|                              |                                                |                          |       |          |      |   |       |     
|Gross profit                  |                                                |                          | 41.4  |          |      |   | 45.0  |     
|                             
|                             
|                             
|                             
|Operating expenses:           |                                                |                          |       |          |      |   |       |     
|                             
|                             
|                             
|                             
|                              | Research and development                       |                          |       | 12.6     |      |   |       | 12.9 |     
|                             
|                             
|                             
|                             
|                              | Selling, marketing, general and administrative |                          |       | 12.0     |      |   |       | 12.4 |     
|                              |                                                |                          |       |          |      |   |       |     
|                              |                                                | Total operating expenses |       |          | 24.6 |   |       |      | 25.3 | 
|                              |                                                |                          |       |          |      |   |       |     
|Operating income              |                                                |                          | 16.8  |          |      |   | 19.7  |     
|                             
|                             
|                             
|                             
|Other income                  |                                                |                          | 0.7   |          |      |   | 1.1   |     
|                             
|                             
|                             
|                             
|Provision for income taxes    |                                                |                          | 4.7   |          |      |   | 5.6   |     
|                              |                                                |                          |       |          |      |   |       |     
|Net income                    |                                                | $                        | 12.8  |          |      | $ | 15.2  |     
|                              |                                                |                          |       |          |      |   |       |     
|                             
|                             
|                             
|                             
|As a Percentage of Revenues:  |                                                |                          |       |          |      |   |       |     
|                             
|                             
|                             
|                             
|Revenue                       |                                                |                          | 100.0 | %        |      |   | 100.0 | %   
|                             
|                             
|                             
|                             
|Cost of goods sold            |                                                |                          | 47.0  |          |      |   | 46.5  |     
|                              |                                                |                          |       |          |      |   |       |     
|Gross margin                  |                                                |                          | 53.0  |          |      |   | 53.5  |     
|                             
|                             
|                             
|                             
|Operating expenses:           |                                                |                          |       |          |      |   |       |     
|                             
|                             
|                             
|                             
|                              | Research and development                       |                          |       | 16.2     |      |   |       | 15.3 |     
|                             
|                             
|                             
|                             
|                              | Selling, marketing, general and administrative |                          |       | 15.3     |      |   |       | 14.8 |     
|                              |                                                |                          |       |          |      |   |       |     
|                              |                                                | Total operating expenses |       |          | 31.5 |   |       |      | 30.1 | 
|                              |                                                |                          |       |          |      |   |       |     
|Operating income              |                                                |                          | 21.5  |          |      |   | 23.4  |     
|                             
|                             
|                             
|                             
|Other income                  |                                                |                          | 0.9   |          |      |   | 1.2   |     
|                             
|                             
|                             
|                             
|Provision for income taxes    |                                                |                          | 6.0   |          |      |   | 6.6   |     
|                              |                                                |                          |       |          |      |   |       |     
|Net income                    |                                                |                          | 16.4  | %        |      |   | 18.0  | %   
|                              |                                                |                          |       |          |      |   |       |     

Revenue began to decline in the second quarter of 1998 due to a
cyclical downturn in the semiconductor industry and distressed
economic conditions in Asia. Revenue began to rise in the second
quarter of 1999 as

15



---





Liquidity and Capital Resources

Our cash, cash equivalents and investments increased by $43.1
million to $163.3 million as of December 31, 1999 from
$120.3 million at December 31, 1998. The increase was due
primarily to cash generated from operations. Working capital
increased by $88.2 million to $229.6 million at December 31,
 1999 from $141.4 million at December 31, 1998. During 1999,
 we generated approximately $70.8 million of net cash and cash
equivalents from our operating activities compared with $42.1
million during 1998. This increased generation of cash and cash
equivalents was mainly attributable to our higher revenue and
improved gross and operating margins.

Accounts receivable were $66.1 million at December 31, 1999,
 an increase of $11.4 million from $54.7 million at
December 31, 1998. This 20.8% increase was due primarily to
revenue growth during the year, particularly during the second
half. Days sales outstanding decreased by 8.2 days to
70.6 days at December 31, 1999 from 78.8 days at
December 31, 1998, due primarily to improved collections of
accounts receivable in the fourth quarter of 1999.

Inventories decreased by $2.5 million, or 4.8%, to $49.8 million
at December 31, 1999 from $52.3 million at
December 31, 1998. This decrease is due primarily to
increased customer demand and shorter manufacturing cycle time,
which allowed us to support higher sales with lower levels of
inventory. Inventory turns in the fourth quarter of 1999 were
approximately 3.1, up from 2.3 in the same period in 1998.

Net deferred tax assets were $5.0 million at December 31,
1999, compared to $2.9 million at December 31, 1998 due to
increases in inventory valuation reserves. Accounts payable and
accrued expenses increased by $2.3 million, or 11.6%, to $22.1
million at December 31, 1999 as compared to $19.8 million at
 December 31, 1998, due primarily to a higher level of
manufacturing activity. Deferred income increased by $1.4
million, or 15.4%, at December 31, 1999 as compared to $8.8
million at December 31, 1998, due primarily to increased
billings to distributors.

Capital expenditures totaled $24.8 million for 1999, or $1.7
million less than in 1998. The primary uses of capital spending
in 1999 were modernization and standardization of manufacturing
equipment, back-end capacity expansion required by increased unit
 volume, next generation technology development and development
of information systems. Net property and equipment increased by
$6.1 million to $98.3 million in 1999 from $92.2 million at
December 31, 1998, primarily due to capital expenditures. We
 expect to make approximately $30 million to $35 million of
capital expenditures during the next 12 months. We presently plan
 to finance these capital expenditures from working capital.

At December 31, 1999, total debt was $20.1 million, of which
 $3.3 million was term debt. This represents a $1.3 million
decrease in total debt over 1998. Most of this debt was issued in
 connection with our foreign operations and represents interest
rate arbitrage in Japan. In addition to term debt, credit
facilities of approximately $42.8 million, including overdraft
credit facilities with both domestic and international banks,
were available to us at December 31, 1999, of which
approximately $16.8 million, or 39.2%, was utilized.

Our current ratio improved to 4.34 in 1999 from 3.44 in 1998.
Current ratio improvement was primarily due to increases in cash
equivalents and short-term investments resulting from increased
revenue, improved collection of accounts receivable, and the
reclassification of $44.2 million in long-term investments to
short-term investments due to maturities. Our debt-to-equity
ratio declined in 1999 to .06 from .08 in 1998.

We repurchased 250,000 shares of our common stock in 1999 at a
cost of approximately $5.4 million. Our board of directors has
approved the repurchase of up to 4.5 million shares of our common
 stock from time to time, pursuant to repurchase guidelines.

We believe that our existing liquid resources, expected cash
generated from operations and existing credit facilities,
combined with our ability to borrow additional funds, will be
adequate to meet our operating and capital requirements and
obligations for at least the next 12 months.

16



---



We regularly explore strategic transactions in our industry,
including the acquisition by purchase or merger of companies,
operating assets or technologies. If we were to enter into and
consummate a strategic acquisition of an existing company or of
operating assets or technologies, we may be required to seek
financing from borrowings under commercial credit facilities or
from the public or private issuance of debt or equity securities.
 We cannot predict whether we would be able to obtain the
financing on favorable terms necessary to complete any particular
 strategic acquisition. Any future equity financing will decrease
 existing stockholders equity percentage ownership and
result in dilution.

Year 2000

We have not experienced any significant Year 2000 disruptions,
nor do we anticipate any significant problems in the future. We
have spent approximately $15.8 million since 1994 to upgrade our
information systems and to address Year 2000 compliance,
including approximately $100,000 in the fourth quarter of 1999.
We do not anticipate any significant additional expenditures for
Year 2000 compliance.

Forward-Looking Statements and Risk Factors

In addition to historical information, this Annual Report on
Form 10-K contains statements relating to our future
results. These statements include certain projections and
business trends which are forward-looking. The words
believe, expert, anticipate,
and project and similar expressions identify
forward-looking statements, which speak only as of the date the
statement was made. Such forward-looking statements are within
the meaning of that term in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking
statements include statements with respect to the growth of the
semiconductor market, the growth of the communication, computing
and consumer markets, the introduction of new products, the
ability to develop application specific products with customers,
the demand for analog and mixed signal products, competitive
advantages resulting from our pool of experienced analog
designers, the life cycle of our customers products, our
ability to access working capital, our anticipated capital
expenditures, the success of cost reduction strategies, the
amount of future expenditures related to year 2000 remediation,
the impact of foreign currency fluctuations, our product pricing
levels and the impact of litigation on our business. We do not
undertake to update or revise the forward-looking statements,
whether as a result of new information, future events or
otherwise.

Actual results may differ materially from projected results as a
result of certain risks and uncertainties. These risks and
uncertainties include, without limitation, those described in
Exhibit 99, Risk Factors, to this Annual Report
on Form 10-K for the fiscal year ended December 31,
1999, as well as those set forth below and those detailed from
time to time in our filings with the SEC or other public
announcements:



| |   |                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | fluctuations in manufacturing, assembly and test yields;                                                                                                                    
|
| |  | availability and utilization of manufacturing capacity;                                                                                                                     
|
| |  | retention and recruitment of key management and technical
	personnel;                                                                                                       
|
| |  | successful development and timely introduction of new products;                                                                                                             
|
| |  | demand for and market acceptance of new and existing products;                                                                                                              
|
| |  | product obsolescence;                                                                                                                                                       
|
| |  | global and market conditions, including, without limitation, the
	cyclical nature of the semiconductor industry and the markets
	related to our and our customers products;
|
| |  | pricing pressures and other competitive factors;                                                                                                                            
|
| |  | changes in product mix;                                                                                                                                                     
|
| |  | our ability to develop and implement new technologies and to
	obtain protection of the related intellectual property;                                                       
|
| |  | our labor relations and those of our customers and suppliers;                                                                                                               
|
| |  | our successful integration of potential acquisitions;                                                                                                                       
|
| |  | risks related to our international business operations; and                                                                                                                 

17



---





| |   |                               
| | - | ------------------------------
| |  | other risks and uncertainties.

Item 7A.  Quantatative and Qualitative
Disclosures About Market Risk

We have not incurred significant debt, and our interest rate risk
 at December 31, 1999 relates primarily to our cash
equivalents and short-term investments. At December 31,
1999, our cash equivalents and short-term investments had a fair
value of $153.0 million, a weighted yield of 4.93%, and
maturities at various times during 2000. Due to the short period
of time until maturity, the potential impact of a 1% change in
interest rates would not materially affect the fair value of our
investments. We held no long-term investments at
December 31, 1999.

International markets accounted for a majority of our revenue in
1999. The resulting transactions have associated exchange rate
fluctuation risk. Exchange rate fluctuations can also affect our
reported revenue, as a significant portion of the sales of our
international subsidiaries are denominated primarily in foreign
currencies, but reported in the consolidated financial statements
 in U.S. dollars using weighted-average exchange rates. We
attempt to minimize the impact of foreign currency exchange rate
transactions through natural hedges afforded by our significant
foreign operations and through the use of financial hedges in the
 form of forward contracts and option contracts. These contracts
have historically been in three currencies: Japanese Yen, British
 Pounds and German Marks, although such contracts were
exclusively in Japanese Yen in 1998 and 1999. The following
summarizes outstanding foreign currency forward and option
contracts at December 31, 1999. Such forward and purchased
option contracts will settle through March 2000.

|                               |       |                 |           |              |  |            |        |  |  |   |          |          |  
|------------------------------ | ----- | --------------- | --------- | ------------ |  | ---------- | ------ |  |  | - | -------- | -------- | -
|Contract                       |       | Notional Amount |           | Average Rate |  | Fair Value
|                               |       |                 |           |              |  |           
|Japanese Yen forward contracts |       | $               | 6,729,000 |              |  |            | 104.38 |  |  | $ | (216,000 | )       
|                              
|                              
|                              
|                              
|Japanese Yen option contracts  |       |                 | 4,487,000 |              |  |            | 106.97 |  |  |   |          |         
|                               |       |                 |           |              |  |            |        |  |  |   |          |         
|                               | Total |                 | $         | 11,216,000   |  |            |        |  |  |   | $        | (216,000 | )
|                               |       |                 |           |              |  |            |        |  |  |   |          |         

18



---



Item 8.  Financial Statements and Supplementary
Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



| |                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------
| | Burr-Brown Corporations Consolidated Financial
	Statements as of and for the years ended December 31, 1999,
	1998 and 1997:

|                                                           |  |      |    | 
|---------------------------------------------------------- |  | ---- | -- | 
|                                                           |  | Page
|                                                           |  |     
|Report of Independent Auditors                             |  |      | 20 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Consolidated Statements of Income                          |  |      | 21 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Consolidated Statements of Changes in Stockholders Equity |  |      | 22 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Consolidated Balance Sheets                                |  |      | 23 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Consolidated Statements of Cash Flows                      |  |      | 24 | 
|                                                          
|                                                          
|                                                          
|                                                          
|Notes to Consolidated Financial Statements                 |  |      | 25 | 
|                                                          
|                                                          
|                                                          
|                                                          
|                                                          
|Supplementary Data:                                        |  |      |    | 
|                                                          
|                                                          
|                                                          
|                                                          
|Summarized Quarterly Data                                  |  |      | 38 | 

19



---



REPORT OF INDEPENDENT AUDITORS

Board of Directors



We have audited the accompanying consolidated balance sheets of
Burr-Brown Corporation and Subsidiaries as of December 31,
1999, 1998, and 1997, and the related consolidated statements of
income, changes in stockholders equity, and cash flows for
each of the three years in the period ended December 31,
1999. These financial statements are the responsibility of the
Company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 consolidated
financial position of Burr-Brown Corporation and Subsidiaries at
December 31, 1999, 1998, and 1997, and the consolidated
results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the
United States.



| |                        
| | -----------------------
| | [Enrst & Young LLP SIG]

Tucson, Arizona



20



---



BURR-BROWN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME


(In thousands, except per share amounts)


|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |        |  
|--------------------------------------------- | -------------------------------------------- | ------------------------ | ------- | ------ | - | ---- | ------- | ------ | - | - | ------- | ------ | -
|                                              |                                              |                         
|                                              |                                              | Years Ended December 31,
|                                              |                                              |                         
|                                              |                                              | 1999                     |         | 1998   |   | 1997
|                                              |                                              |                          |         |        |   |     
|Net revenue                                   |                                              | $                        | 291,448 |        |   | $    | 258,094 |        |   | $ | 252,102 |       
|                                             
|                                             
|                                             
|                                             
|Cost of goods sold                            |                                              |                          | 138,704 |        |   |      | 125,446 |        |   |   | 125,075 |       
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|Gross margin                                  |                                              |                          | 152,744 |        |   |      | 132,648 |        |   |   | 127,027 |       
|                                             
|                                             
|                                             
|                                             
|                                              | % of revenue                                 |                          |         | 52     | % |      |         | 51     | % |   |         | 50     | %
|                                             
|                                             
|                                             
|                                             
|Expenses:                                     |                                              |                          |         |        |   |      |         |        |   |   |         |       
|                                             
|                                             
|                                             
|                                             
|Research and development                      |                                              |                          | 45,982  |        |   |      | 39,893  |        |   |   | 33,951  |       
|                                             
|                                             
|                                             
|                                             
|                                              | % of revenue                                 |                          |         | 16     | % |      |         | 15     | % |   |         | 13     | %
|                                             
|                                             
|                                             
|                                             
|Sales, marketing, general, and administrative |                                              |                          | 47,135  |        |   |      | 48,102  |        |   |   | 49,508  |       
|                                             
|                                             
|                                             
|                                             
|                                              | % of revenue                                 |                          |         | 16     | % |      |         | 19     | % |   |         | 20     | %
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|Total operating expenses                      |                                              |                          | 93,117  |        |   |      | 87,995  |        |   |   | 83,459  |       
|                                             
|                                             
|                                             
|                                             
|                                              | % of revenue                                 |                          |         | 32     | % |      |         | 34     | % |   |         | 33     | %
|                                             
|                                             
|                                             
|                                             
|Income from operations                        |                                              |                          | 59,627  |        |   |      | 44,653  |        |   |   | 43,568  |       
|                                             
|                                             
|                                             
|                                             
|                                              | % of revenue                                 |                          |         | 20     | % |      |         | 17     | % |   |         | 17     | %
|                                             
|                                             
|                                             
|                                             
|Interest expense                              |                                              |                          | 442     |        |   |      | 544     |        |   |   | 448     |       
|                                             
|                                             
|                                             
|                                             
|Other income                                  |                                              |                          | 3,444   |        |   |      | 4,346   |        |   |   | 3,540   |       
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|Income before income taxes                    |                                              |                          | 62,629  |        |   |      | 48,455  |        |   |   | 46,660  |       
|                                             
|                                             
|                                             
|                                             
|                                              | % of revenue                                 |                          |         | 21     | % |      |         | 19     | % |   |         | 19     | %
|                                             
|                                             
|                                             
|                                             
|Provision for income taxes                    |                                              |                          | 16,911  |        |   |      | 12,598  |        |   |   | 13,998  |       
|                                             
|                                             
|                                             
|                                             
|                                              | Effective tax rate                           |                          |         | 27     | % |      |         | 26     | % |   |         | 30     | %
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|Net income                                    |                                              | $                        | 45,718  |        |   | $    | 35,857  |        |   | $ | 32,662  |       
|                                             
|                                             
|                                             
|                                             
|                                              | % of revenue                                 |                          |         | 16     | % |      |         | 14     | % |   |         | 13     | %
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|Basic earnings per common share               |                                              | $                        | .83     |        |   | $    | .65     |        |   | $ | .60     |       
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|                                              | Shares used in basic per share calculation   |                          |         | 55,296 |   |      |         | 55,005 |   |   |         | 54,081 |  
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|Diluted earnings per common share             |                                              | $                        | .78     |        |   | $    | .62     |        |   | $ | .57     |       
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       
|                                              | Shares used in diluted per share calculation |                          |         | 58,570 |   |      |         | 57,419 |   |   |         | 56,902 |  
|                                              |                                              |                          |         |        |   |      |         |        |   |   |         |       

See Notes to Consolidated Financial Statements.

21



---



BURR-BROWN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY


(In thousands)


|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|----------------------------------------- |  | ------------ | ------ | ---------- |  | -------- | --- | ----------------- |  | -------------- | ------- | ------ |  | ------ | ------- | ----- |  | - | ------ | - |  |  | ----- |  |  | - | ------- | - |  | - | ------- | -
|                                          |  |              |        |            |  |          |     |                   |  |                |         |       
|                                          |  | Common Stock |        | Additional |  |          |     | Accumulated Other |  | Treasury Stock |         |       
|                                          |  |              |        | Paid-In    |  | Retained |     | Comprehensive     |  |                |         |       
|                                          |  | Shares       |        | Amount     |  | Capital  |     | Earnings          |  | Income         |         | Shares |  | Amount |         | Total
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |      
|Balance at January 1, 1997                |  |              | 16,614 |            |  | $        | 166 |                   |  | $              | 90,326  |        |  | $      | 117,467 |       |  | $ | 2,881  |   |  |  | 744   |  |  | $ | (11,434 | ) |  | $ | 199,406 |  
|                                         
|                                         
|                                         
|                                         
|Net income                                |  |              |        |            |  |          |     |                   |  |                |         |        |  |        | 32,662  |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 32,662  |  
|                                         
|                                         
|                                         
|                                         
|Foreign currency translation adjustment   |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | (1,693 | ) |  |  |       |  |  |   |         |   |  |   | (1,693  | )
|                                         
|                                         
|                                         
|                                         
|Unrealized gains on investments           |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | 193    |   |  |  |       |  |  |   |         |   |  |   | 193     |  
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|Comprehensive income                      |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 31,162  |  
|                                         
|                                         
|                                         
|                                         
|Stock split at three-for-two              |  |              | 8,343  |            |  |          | 84  |                   |  |                | (84     | )      |  |        |         |       |  |   |        |   |  |  | 373   |  |  |   |         |   |  |   |         |  
|                                         
|                                         
|                                         
|                                         
|Stock options exercised                   |  |              | 366    |            |  |          | 3   |                   |  |                | 4,664   |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 4,667   |  
|                                         
|                                         
|                                         
|                                         
|Treasury stock acquired                   |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  | 3     |  |  |   | (105    | ) |  |   | (105    | )
|                                         
|                                         
|                                         
|                                         
|Affiliates stock activity                |  |              |        |            |  |          |     |                   |  |                |         |        |  |        | (214    | )     |  |   |        |   |  |  |       |  |  |   |         |   |  |   | (214    | )
|                                         
|                                         
|                                         
|                                         
|Stock split at three-for-two              |  |              | 12,662 |            |  |          | 127 |                   |  |                | (127    | )      |  |        |         |       |  |   |        |   |  |  | 560   |  |  |   |         |   |  |   |         |  
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|Balance at December 31, 1997              |  |              | 37,985 |            |  |          | 380 |                   |  |                | 94,779  |        |  |        | 149,915 |       |  |   | 1,381  |   |  |  | 1,680 |  |  |   | (11,539 | ) |  |   | 234,916 |  
|                                         
|                                         
|                                         
|                                         
|Net income                                |  |              |        |            |  |          |     |                   |  |                |         |        |  |        | 35,857  |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 35,857  |  
|                                         
|                                         
|                                         
|                                         
|Foreign currency translation adjustment   |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | 1,537  |   |  |  |       |  |  |   |         |   |  |   | 1,537   |  
|                                         
|                                         
|                                         
|                                         
|Unrealized losses on investments          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | (28    | ) |  |  |       |  |  |   |         |   |  |   | (28     | )
|                                         
|                                         
|                                         
|                                         
|Unrealized losses on hedging transactions |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | (151   | ) |  |  |       |  |  |   |         |   |  |   | (151    | )
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|Comprehensive income                      |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 37,215  |  
|                                         
|                                         
|                                         
|                                         
|Stock options exercised                   |  |              | 606    |            |  |          | 6   |                   |  |                | 5,393   |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 5,399   |  
|                                         
|                                         
|                                         
|                                         
|Treasury stock acquired                   |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  | 171   |  |  |   | (3,580  | ) |  |   | (3,580  | )
|                                         
|                                         
|                                         
|                                         
|Affiliates stock activity                |  |              |        |            |  |          |     |                   |  |                | 40      |        |  |        | (477    | )     |  |   |        |   |  |  |       |  |  |   |         |   |  |   | (437    | )
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|Balance at December 31, 1998              |  |              | 38,591 |            |  |          | 386 |                   |  |                | 100,212 |        |  |        | 185,295 |       |  |   | 2,739  |   |  |  | 1,851 |  |  |   | (15,119 | ) |  |   | 273,513 |  
|                                         
|                                         
|                                         
|                                         
|Net income                                |  |              |        |            |  |          |     |                   |  |                |         |        |  |        | 45,718  |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 45,718  |  
|                                         
|                                         
|                                         
|                                         
|Foreign currency translation adjustment   |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | 778    |   |  |  |       |  |  |   |         |   |  |   | 778     |  
|                                         
|                                         
|                                         
|                                         
|Unrealized losses on investments          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | (169   | ) |  |  |       |  |  |   |         |   |  |   | (169    | )
|                                         
|                                         
|                                         
|                                         
|Unrealized losses on hedging transactions |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   | (45    | ) |  |  |       |  |  |   |         |   |  |   | (45     | )
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|Comprehensive income                      |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 46,282  |  
|                                         
|                                         
|                                         
|                                         
|Stock split at three-for-two              |  |              | 18,546 |            |  |          | 185 |                   |  |                | (185    | )      |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|                                         
|                                         
|                                         
|                                         
|Stock options exercised                   |  |              | 589    |            |  |          | 6   |                   |  |                | 8,838   |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   | 8,844   |  
|                                         
|                                         
|                                         
|                                         
|Treasury stock acquired                   |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  | 252   |  |  |   | (5,403  | ) |  |   | (5,403  | )
|                                         
|                                         
|                                         
|                                         
|Affiliates stock activity                |  |              |        |            |  |          |     |                   |  |                |         |        |  |        | (18     | )     |  |   |        |   |  |  |       |  |  |   |         |   |  |   | (18     | )
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  
|Balance at December 31, 1999              |  |              | 57,726 |            |  | $        | 577 |                   |  | $              | 108,865 |        |  | $      | 230,995 |       |  | $ | 3,303  |   |  |  | 2,103 |  |  | $ | (20,522 | ) |  | $ | 323,218 |  
|                                          |  |              |        |            |  |          |     |                   |  |                |         |        |  |        |         |       |  |   |        |   |  |  |       |  |  |   |         |   |  |   |         |  

See Notes to Consolidated Financial Statements.

22



---



BURR-BROWN CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


(In thousands)


|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |         |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------- | -------- | ------- | ------- | ---- | -------- | ------- | ------- |  | ------- | ------- | ------- | 
|                                                                                                                                                                |                                                 |                          
|                                                                                                                                                                |                                                 | December 31,             
|                                                                                                                                                                |                                                 |                          
|                                                                                                                                                                |                                                 | 1999                      |          | 1998    |         | 1997
|                                                                                                                                                                |                                                 |                           |          |         |         |     
|ASSETS                                                                                                                                                          |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|Current Assets                                                                                                                                                  |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Cash and cash equivalents                       |                           | $        | 118,132 |         |      | $        | 72,427  |         |  | $       | 54,284  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Short-term investments                          |                           |          | 45,189  |         |      |          | 3,620   |         |  |         |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Trade receivables                               |                           |          | 66,068  |         |      |          | 54,677  |         |  |         | 55,689  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Inventories                                     |                           |          | 49,761  |         |      |          | 52,296  |         |  |         | 44,533  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Deferred income taxes                           |                           |          | 10,073  |         |      |          | 6,447   |         |  |         | 7,973   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Prepaid expenses and other                      |                           |          | 9,133   |         |      |          | 9,960   |         |  |         | 10,069  |        
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                                |                                                 | Total Current Assets      |          |         | 298,356 |      |          |         | 199,427 |  |         |         | 172,548 | 
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Long-Term Investments                                                                                                                                           |                                                 |                           |          |         |         |      | 44,209   |         |         |  | 44,767  |        
|Land, Buildings, and Equipment                                                                                                                                  |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Land                                                                                                                                                            |                                                 |                           | 5,210    |         |         |      | 5,145    |         |         |  | 3,418   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Buildings and improvements                                                                                                                                      |                                                 |                           | 33,721   |         |         |      | 28,214   |         |         |  | 25,690  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Equipment                                                                                                                                                       |                                                 |                           | 179,628  |         |         |      | 167,596  |         |         |  | 145,411 |        
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                                |                                                 |                           | 218,559  |         |         |      | 200,955  |         |         |  | 174,519 |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Less accumulated depreciation and amortization                                                                                                                  |                                                 |                           | (120,307 | )       |         |      | (108,791 | )       |         |  | (95,053 | )      
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                                |                                                 |                           | 98,252   |         |         |      | 92,164   |         |         |  | 79,466  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Other Assets                                                                                                                                                    |                                                 |                           | 3,109    |         |         |      | 2,891    |         |         |  | 2,607   |        
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                                | TOTAL ASSETS                                    |                           | $        | 399,717 |         |      | $        | 338,691 |         |  | $       | 299,388 |        
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                            |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|Current Liabilities                                                                                                                                             |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Notes payable                                   |                           | $        | 16,756  |         |      | $        | 17,289  |         |  | $       | 9,991   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Accounts payable                                |                           |          | 17,900  |         |      |          | 16,179  |         |  |         | 18,203  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Accrued expenses                                |                           |          | 4,229   |         |      |          | 3,649   |         |  |         | 4,678   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Accrued employee compensation and payroll taxes |                           |          | 8,940   |         |      |          | 6,056   |         |  |         | 9,299   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Deferred profit from distributors               |                           |          | 10,143  |         |      |          | 8,790   |         |  |         | 8,318   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Income taxes payable                            |                           |          | 9,506   |         |      |          | 4,857   |         |  |         | 7,370   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                                | Current portion of long-term debt               |                           |          | 1,296   |         |      |          | 1,235   |         |  |         | 672     |        
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                                |                                                 | Total Current Liabilities |          |         | 68,770  |      |          |         | 58,055  |  |         |         | 58,531  | 
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Long-Term Debt                                                                                                                                                  |                                                 |                           | 2,053    |         |         |      | 2,921    |         |         |  | 1,482   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Deferred Income Taxes                                                                                                                                           |                                                 |                           | 4,995    |         |         |      | 3,547    |         |         |  | 3,774   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Other Long-Term Liabilities                                                                                                                                     |                                                 |                           | 681      |         |         |      | 655      |         |         |  | 685     |        
|Commitments                                                                                                                                                     |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Stockholders Equity:                                                                                                                                           |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Preferred stock, $.01 par value-authorized 2,000 shares: none
	issued or outstanding                                                                            |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Common stock, $.01 par value-authorized 80,000 shares; issued and
	 outstanding, including treasury shares: 199957,726
	199857,887 shares, 199756,977 shares |                                                 |                           | 577      |         |         |      | 386      |         |         |  | 380     |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Additional paid-in capital                                                                                                                                      |                                                 |                           | 108,865  |         |         |      | 100,212  |         |         |  | 94,779  |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Retained earnings                                                                                                                                               |                                                 |                           | 230,995  |         |         |      | 185,295  |         |         |  | 149,915 |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Accumulated other comprehensive income                                                                                                                          |                                                 |                           | 3,303    |         |         |      | 2,739    |         |         |  | 1,381   |        
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|                                                                                                                                                               
|Treasury stock, at cost: 19992,103 shares, 19981,851
	shares, 19971,680 shares                                                                               |                                                 |                           | (20,522  | )       |         |      | (15,119  | )       |         |  | (11,539 | )      
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                                | Total Shareholders Equity                      |                           |          | 323,218 |         |      |          | 273,513 |         |  |         | 234,916 |        
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        
|                                                                                                                                                                | TOTAL LIABILITIES AND SHAREHOLDERS EQUITY      |                           | $        | 399,717 |         |      | $        | 338,691 |         |  | $       | 299,388 |        
|                                                                                                                                                                |                                                 |                           |          |         |         |      |          |         |         |  |         |        

See Notes to Consolidated Financial Statements.

23



---



BURR-BROWN CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)


|                                                                                   |                                                                |                                                     |         |        |         |      |         |        |         |   |          |         |         |  
|---------------------------------------------------------------------------------- | -------------------------------------------------------------- | --------------------------------------------------- | ------- | ------ | ------- | ---- | ------- | ------ | ------- | - | -------- | ------- | ------- | -
|                                                                                   |                                                                |                                                    
|                                                                                   |                                                                | Years Ended December 31,                           
|                                                                                   |                                                                |                                                    
|                                                                                   |                                                                | 1999                                                |         | 1998   |         | 1997
|                                                                                   |                                                                |                                                     |         |        |         |     
|Operating Activities                                                               |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Net Income                                                                         |                                                                | $                                                   | 45,718  |        |         | $    | 35,857  |        |         | $ | 32,662   |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Adjustments to Reconcile Net Income to Net Cash Provided by
	Operating Activities: |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Depreciation and amortization                                  |                                                     |         | 19,047 |         |      |         | 16,928 |         |   |          | 13,834  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Amortization of deferred gain                                  |                                                     |         |        |         |      |         |        |         |   |          | (1,122  | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | (Benefit from) provision for deferred income taxes             |                                                     |         | (2,128 | )       |      |         | 1,271  |         |   |          | 589     |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Increase in deferred profit from distributors                  |                                                     |         | 1,353  |         |      |         | 472    |         |   |          | 856     |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Other                                                          |                                                     |         | 404    |         |      |         | 750    |         |   |          | 418     |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Changes in Operating Assets and Liabilities:                                       |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | (Increase) decrease in trade receivables                       |                                                     |         | (8,773 | )       |      |         | 3,697  |         |   |          | (19,368 | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | (Increase) decrease in inventories                             |                                                     |         | 2,912  |         |      |         | (7,047 | )       |   |          | 3,781   |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | (Increase) decrease in other assets                            |                                                     |         | 457    |         |      |         | 327    |         |   |          | (4,266  | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Increase (decrease) in accounts payable                        |                                                     |         | 1,321  |         |      |         | (2,871 | )       |   |          | 1,264   |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Increase (decrease) in accrued expenses and other
	liabilities |                                                     |         | 10,482 |         |      |         | (7,260 | )       |   |          | 6,376   |        
|                                                                                   |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                   |                                                                | Net Cash Provided by Operating Activities           |         |        | 70,793  |      |         |        | 42,124  |   |          |         | 35,024  |  
|                                                                                  
|Investing Activities                                                               |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Purchases of investments                                                           |                                                                |                                                     | (14,676 | )      |         |      | (39,829 | )      |         |   | (103,484 | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Maturities of investments                                                          |                                                                |                                                     | 17,316  |        |         |      | 36,852  |        |         |   | 109,979  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Purchases of land, buildings, and equipment                                        |                                                                |                                                     | (24,760 | )      |         |      | (26,474 | )      |         |   | (25,637  | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Proceeds from sale of equipment                                                    |                                                                |                                                     | 13      |        |         |      | 176     |        |         |   | 85       |        
|                                                                                   |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                   |                                                                | Net Cash Used In Investing Activities               |         |        | (22,107 | )    |         |        | (29,275 | ) |          |         | (19,057 | )
|                                                                                  
|Financing Activities                                                               |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Proceeds from short-term and long-term borrowings                                  |                                                                |                                                     |         |        |         |      | 5,092   |        |         |   |          |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Payments on short-term and long-term borrowings                                    |                                                                |                                                     | (3,422  | )      |         |      | (737    | )      |         |   | (4,348   | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Proceeds from capital stock activity, net                                          |                                                                |                                                     | 939     |        |         |      | 1,382   |        |         |   | 4,343    |        
|                                                                                   |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                   |                                                                | Net Cash (Used In) Provided by Financing Activities |         |        | (2,483  | )    |         |        | 5,737   |   |          |         | (5      | )
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Effect of exchange rate changes on cash and cash equivalents                       |                                                                |                                                     | (498    | )      |         |      | (443    | )      |         |   | (111     | )      
|                                                                                   |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                   |                                                                | Increase in Cash and Cash Equivalents               |         |        | 45,705  |      |         |        | 18,143  |   |          |         | 15,851  |  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash and cash equivalents at beginning of year                                     |                                                                |                                                     | 72,427  |        |         |      | 54,284  |        |         |   | 38,433   |        
|                                                                                   |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        
|                                                                                   |                                                                | Cash and Cash Equivalents at End of Year            |         | $      | 118,132 |      |         | $      | 72,427  |   |          | $       | 54,284  |  
|                                                                                   |                                                                |                                                     |         |        |         |      |         |        |         |   |          |        

See Notes to Consolidated Financial Statements.

24



---



BURR-BROWN CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


December 31, 1999


(In thousands, except per share amounts)


Accounting Policies

Organization.Burr-Brown Corporation (the Company) is a
global leader in the development, manufacturing and marketing of
high performance analog and mixed signal integrated circuits.
Through its proprietary design expertise and specialized
application knowledge, the Company delivers more than
1,200 innovative products to 25,000 customers
worldwide. The Company targets the high growth segments of the
communications, consumer, computing and industrial markets.

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.

Principles of Consolidation. The consolidated financial
statements include the accounts of Burr-Brown Corporation and its
 majority owned subsidiaries, of which all but one are
wholly-owned. Investments in which ownership is at least 20% but
not over 50% are accounted for under the equity method. Other
investments are accounted for using the cost method. All
significant intercompany accounts and transactions are
eliminated.

Inventories. Inventories are valued at the lower of cost
(first-in, first-out basis) or market.

Land, Buildings, and Equipment.Land, buildings, and
equipment are stated at cost. Depreciation on buildings and
equipment is computed by the straight-line method over the
estimated useful lives ranging from three to forty years.

Revenue Recognition.The Company recognizes revenue on
sales to customers other than distributors when products are
shipped. In the case of North American distributors, the Company
defers recognition of revenue and cost of goods sold until the
distributor has re-sold the product. For all international
distributors other than Japan, the Company recognizes revenue
from sales to distributors at the time of sale, but reserves a
portion of revenue and gross margin for sales returns. Revenue
and gross margin are recognized upon sale to Japanese
distributors.

Income Taxes.Income taxes are determined utilizing the
liability method. This method gives consideration to the future
tax consequences associated with temporary differences between
the carrying amounts of assets and liabilities for financial
statement purposes and the amounts used for income tax purposes.

Foreign Currency Translation.The financial statements of
foreign subsidiaries have been translated in accordance with
Statement of Financial Accounting Standards
(SFAS) No. 52, Foreign Currency Translation. The
 gains and losses resulting from the change in exchange rates
from year to year have been included as a component of
accumulated other comprehensive income. Transaction gains and
losses, which are not significant for all years presented, are
currently reflected in income.

Concentration of Credit Risk.Financial instruments which
could potentially subject the Company to significant
concentrations of credit risk consist principally of cash
equivalents, short-term investments, long-term investments, trade
 receivables, and foreign currency contracts.

The Company maintains cash and cash equivalents at various
financial institutions. These financial institutions are located
throughout the world, and Company policy is designed to limit
exposure at any one institution and takes into account the
relative credit standing of these institutions. The
Companys short-term and long-term investments are purchased
 through high credit quality financial institutions. For
investments held at December 31, 1999, cost exceeded fair
value by $7, while fair value exceeded cost by $278 and $319 at
1998 and 1997 year-end, respectively (see note entitled Cash
 Equivalents and Investments).

25



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


Credit risk with respect to trade receivables is limited due to
the large number of entities comprising the Companys
customer base and their dispersion across many different
industries. Furthermore, management continually monitors and
adjusts allowances associated with these receivables.

Credit risk with respect to foreign currency contracts is
mitigated by maintaining relationships with major U.S. banks
 and arranging foreign currency hedging products with such banks.
 The fair value of foreign currency contracts was ($216) and
($244) at December 31, 1999 and 1998, respectively (see note
 entitled Foreign Currency Contracts and Hedging Activities).

In 1999, sales to a domestic distributor and its affiliate
accounted for approximately 15% of consolidated net revenues.
There were no sales to a single distributor or customer that
exceeded 10% of consolidated net revenues in 1998. In 1997, sales
 to a domestic distributor accounted for approximately 10% of
consolidated net revenues.

Stock Issued to Employees. Stock options are granted to
employees under the Companys Stock Incentive Plan with an
exercise price equal to the fair value of the shares at date of
grant. The Company accounts for stock option grants in accordance
 with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and accordingly,
recognizes no compensation expense for the stock option grants
(see note entitled Stockholders Equity).

Earnings per Share. References to share and per share
amounts have been restated to reflect three-for-two stock splits
effective December 1999, March 1998 and
April 1997. The Company did not split its treasury stock in
December 1999.

Accumulated Other Comprehensive Income. As of
January 1, 1998, the Company adopted SFAS No. 130,
Reporting Comprehensive Income. SFAS No. 130 establishes new
 rules for the reporting and display of comprehensive income and
its components; however, the adoption of SFAS No. 130 had no
 impact on the Companys consolidated results of operations,
 financial position, stockholders equity or cash flows.
SFAS No. 130 requires foreign currency translation
adjustments and unrealized gains or losses on investments, which
prior to adoption were reported separately in stockholders
equity, as well as unrealized gains or losses on cash flow hedges
 upon adoption of SFAS No. 133, to be included in other
comprehensive income. Prior year financial statements have been
reclassified to conform to the requirements of SFAS No. 130.
 Accumulated other comprehensive income consists of the
following:

|                                              |  |              |       |      |  |      |       |   |  |   |       | 
|--------------------------------------------- |  | ------------ | ----- | ---- |  | ---- | ----- | - |  | - | ----- | 
|                                              |  |             
|                                              |  | December 31,
|                                              |  |             
|                                              |  | 1999         |       | 1998 |  | 1997
|                                              |  |              |       |      |  |     
|Foreign Currency Translation Adjustment       |  | $            | 3,503 |      |  | $    | 2,725 |   |  | $ | 1,188 | 
|                                             
|                                             
|                                             
|                                             
|Unrealized (losses) gains on investments      |  |              | (4    | )    |  |      | 165   |   |  |   | 193   | 
|                                             
|                                             
|                                             
|                                             
|Unrealized (losses) gains on cash flow hedges |  |              | (196  | )    |  |      | (151  | ) |  |   |       | 
|                                              |  |              |       |      |  |      |       |   |  |   |       | 
|                                              |  | $            | 3,303 |      |  | $    | 2,739 |   |  | $ | 1,381 | 
|                                              |  |              |       |      |  |      |       |   |  |   |       | 

Cash Equivalents and Investments

The Company classifies its investments as cash equivalents,
short-term, or long-term investments based on the number of days
between the year-end date and the original maturity dates, reset
dates, or call dates of its investments. Investments classified
as cash equivalents have a range of days from 1 to 90, short-term
 investments have a range of days from 91 to 365, and long-term
investments have a range of days over 365. At December 31,
1999, the Company had no investments maturing after
December 1, 2000.

26



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


The fair value of cash equivalents and investments at
December 31, 1999, 1998, and 1997, classified as available
for sale, consisted of:

|                                                  |  |      |         |      |  |      |         |  |  |   |        | 
|------------------------------------------------- |  | ---- | ------- | ---- |  | ---- | ------- |  |  | - | ------ | 
|                                                  |  | 1999 |         | 1998 |  | 1997
|                                                  |  |      |         |      |  |     
|U.S. Treasury and Government Agency Securities    |  |      |         |      |  |      |         |  |  | $ | 18,900 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Municipal Bonds                                   |  | $    | 59,904  |      |  | $    | 56,167  |  |  |   | 31,065 | 
|                                                 
|                                                 
|                                                 
|                                                 
|Mutual Funds investing in various debt securities |  |      | 93,070  |      |  |      | 46,700  |  |  |   | 16,342 | 
|                                                  |  |      |         |      |  |      |         |  |  |   |        | 
|                                                  |  | $    | 152,974 |      |  | $    | 102,867 |  |  | $ | 66,307 | 
|                                                  |  |      |         |      |  |      |         |  |  |   |        | 

For investments held at December 31, 1999, cost exceeded
fair value by $7. Fair value exceeded cost at December 31,
1998, and 1997 by $278, and $319, respectively. At
December 31, 1999, 1998, and 1997, the Company reported
unrealized gain or loss, net of tax, as a component of
accumulated other comprehensive income. Fair value for such
securities is determined based on quoted market price.

Income received from cash equivalents and investments (classified
 as other income) was $4,800, $4,432, and $3,624, in 1999, 1998,
and 1997, respectively.

Inventories

Inventories consist of the following:

|                |  |              |        |      |  |      |        |  |  |   |        | 
|--------------- |  | ------------ | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                |  |             
|                |  | December 31,
|                |  |             
|                |  | 1999         |        | 1998 |  | 1997
|                |  |              |        |      |  |     
|Finished goods  |  | $            | 11,557 |      |  | $    | 17,816 |  |  | $ | 12,206 | 
|               
|               
|               
|               
|Work-in-process |  |              | 30,543 |      |  |      | 25,718 |  |  |   | 22,719 | 
|               
|               
|               
|               
|Raw materials   |  |              | 7,661  |      |  |      | 8,762  |  |  |   | 9,608  | 
|                |  |              |        |      |  |      |        |  |  |   |        | 
|                |  | $            | 49,761 |      |  | $    | 52,296 |  |  | $ | 44,533 | 
|                |  |              |        |      |  |      |        |  |  |   |        | 

Foreign Currency Contracts and Hedging Activities

Due to the Companys significant international sales, both
to unaffiliated customers and to its foreign subsidiaries, the
Company is exposed to the effect of foreign exchange rate
fluctuations on the future U.S. dollar value of its revenue,
operating expense transactions, as well as the U.S. dollar value
of its accounts receivable denominated in foreign currencies. For
 currencies other than the Japanese Yen, the Company mainly uses
the natural hedges resulting from intercompany payables and
expenses incurred in local currencies to dampen the effect of
foreign currency fluctuations. Due to the significance of Japan
to its consolidated operations, the Company uses foreign currency
 forward and purchased option contracts to hedge forecasted Yen
denominated sales transactions and specific Yen denominated cost
transactions and uses foreign currency forward contracts to hedge
 Yen denominated accounts receivable.

The Company adopted SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, as of
October 4, 1998, the first day of its fourth fiscal quarter
in 1998. There was no impact on consolidated income or on
consolidated accumulated other comprehensive income from adopting
 SFAS No. 133. At December 31, 1999, all of the
Companys foreign currency contracts were designated as cash
 flow hedges and consisted of purchased options and forward
contracts. These contracts had a notional value of $11,216 and
hedged anticipated Japanese Yen denominated sales transactions.
The Company assesses the effectiveness of its foreign currency
forward contracts using the spot rate, and views the option
premium as the inherently ineffective portion of its purchased
option contracts. The ineffectiveness resulting from such
contracts is reflected in other (income) expenses, and was
immaterial to the years ended December 31, 1999 and 1998.
The loss recorded as other comprehensive income on cash flow
hedges amounted to $196 net of the deferred

27



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


tax effect of $120. Such amounts will be reflected in the
Companys income statements between January 2000 and March
2000 as the forecasted transactions occur. Gains and losses on
fair value hedges were reflected in other (income) expense, and
were immaterial to the year ended December 31, 1999 and
1998. No contracts were designated as fair value hedges at
December 31, 1999.

The following table presents the gross notional amounts of these
foreign currency contracts and their fair value (based on prices
or forward rates quoted by dealers) as of December 31:

|                                         |  |          |        |            |  |          |      |            |  |   |        |  |  |   |      |  
|---------------------------------------- |  | -------- | ------ | ---------- |  | -------- | ---- | ---------- |  | - | ------ |  |  | - | ---- | -
|                                         |  |          |        |           
|                                         |  | 1999     |        | 1998      
|                                         |  |          |        |           
|Foreign Currency Contracts Japanese Yen |  | Notional |        | Fair Value |  | Notional |      | Fair Value
|                                         |  |          |        |            |  |          |      |           
|Forward contracts                        |  | $        | 6,729  |            |  | $        | (216 | )          |  | $ | 8,753  |  |  | $ | (244 | )
|                                        
|                                        
|                                        
|                                        
|Purchased option contracts               |  |          | 4,487  |            |  |          |      |            |  |   | 6,201  |  |  |   |      |  
|                                         |  |          |        |            |  |          |      |            |  |   |        |  |  |   |      |  
|                                         |  | $        | 11,216 |            |  | $        | (216 | )          |  | $ | 14,954 |  |  | $ | (244 | )
|                                         |  |          |        |            |  |          |      |            |  |   |        |  |  |   |      |  

Prior to adopting SFAS No. 133, the Company marked all
foreign currency forward contracts which hedged accounts
receivable to market, with the resulting gain or loss included as
 other income (expense). Gains under foreign currency purchased
option contracts which were designated and effective as hedges of
 forecasted sales transactions were deferred until realized, at
which time they were reported as revenue in the consolidated
financial statements. Such realized and unrealized gains and
losses are insignificant for all periods presented.

Notes Payable

The Company has available short-term credit facilities of
approximately $32,798 with $16,756 outstanding as of
December 31, 1999. There are no compensating balance
requirements. All of the available short-term credit facilities
are in foreign currencies and are used to support the
Companys foreign operations. Interest rates are tied to
prevailing national base rates, and the weighted-average rates
for 1999, 1998, and 1997 were 1.4%, 1.6%, and 1.7%, respectively.
 These lines of credit are renewable annually at various dates.

Long-Term Debt

Long-term debt consists of the following:

|                                                                  |  |              |       |      |  |      |       |  |  |   |       | 
|----------------------------------------------------------------- |  | ------------ | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                                                                  |  |             
|                                                                  |  | December 31,
|                                                                  |  |             
|                                                                  |  | 1999         |       | 1998 |  | 1997
|                                                                  |  |              |       |      |  |     
|Capitalized lease arrangements various terms and interest
	rates |  | $            | 3,349 |      |  | $    | 4,156 |  |  | $ | 2,154 | 
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|Less current portion                                              |  |              | 1,296 |      |  |      | 1,235 |  |  |   | 672   | 
|                                                                  |  |              |       |      |  |      |       |  |  |   |       | 
|                                                                  |  | $            | 2,053 |      |  | $    | 2,921 |  |  | $ | 1,482 | 
|                                                                  |  |              |       |      |  |      |       |  |  |   |       | 

The Company has a $10 million revolving line of credit with a
major U.S. bank. The Company can borrow at LIBOR + 1.25% or
the banks Prime rate or the banks bid
rate. The Company may select terms of 30, 60, 90, and
120 days for LIBOR borrowings. The revolving line of credit
carries an annual commitment fee of  1/4% on the unused
portion of the commitment. The loan agreement has current ratio
and net worth covenants. As of December 31, 1999, the
Company is in compliance with all covenants and conditions
contained in the loan agreement. The loan agreement does not
require compensating balances. The Companys revolving line
of credit terminates at May 4, 2001.

28



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


Under the various long-term debt agreements consisting
exclusively of capital lease obligations, the Company is
obligated to pay the following principal amounts for each of the
next five years:

|     |  |   |       | 
|---- |  | - | ----- | 
|    
|    
|    
|    
|2000 |  | $ | 1,296 | 
|    
|    
|    
|    
|2001 |  | $ | 912   | 
|    
|    
|    
|    
|2002 |  | $ | 795   | 
|    
|    
|    
|    
|2003 |  | $ | 326   | 
|    
|    
|    
|    
|2004 |  | $ | 20    | 

Interest paid on all debt amounted to $435, $437, and $453 in
1999, 1998, and 1997, respectively.

Income Taxes

Income before income taxes is comprised as follows:

|         |  |                          |        |      |  |      |        |  |  |   |        | 
|-------- |  | ------------------------ | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|         |  |                         
|         |  | Years Ended December 31,
|         |  |                         
|         |  | 1999                     |        | 1998 |  | 1997
|         |  |                          |        |      |  |     
|Domestic |  | $                        | 46,207 |      |  | $    | 34,478 |  |  | $ | 32,999 | 
|        
|        
|        
|        
|Foreign  |  |                          | 16,422 |      |  |      | 13,977 |  |  |   | 13,661 | 
|         |  |                          |        |      |  |      |        |  |  |   |        | 
|         |  | $                        | 62,629 |      |  | $    | 48,455 |  |  | $ | 46,660 | 
|         |  |                          |        |      |  |      |        |  |  |   |        | 

The components of the provision (benefit) for income taxes
are as follows:

|             |  |                          |        |      |  |      |        |  |  |   |        |  
|------------ |  | ------------------------ | ------ | ---- |  | ---- | ------ |  |  | - | ------ | -
|             |  |                         
|             |  | Years Ended December 31,
|             |  |                         
|             |  | 1999                     |        | 1998 |  | 1997
|             |  |                          |        |      |  |     
|Current:     |  |                          |        |      |  |      |        |  |  |   |        |  
|            
|            
|            
|            
|U.S. Federal |  | $                        | 10,746 |      |  | $    | 5,525  |  |  | $ | 4,275  |  
|            
|            
|            
|            
|State        |  |                          | 1,250  |      |  |      | 296    |  |  |   | 931    |  
|            
|            
|            
|            
|Foreign      |  |                          | 7,093  |      |  |      | 5,478  |  |  |   | 7,995  |  
|             |  |                          |        |      |  |      |        |  |  |   |        |  
|             |  |                          | 19,089 |      |  |      | 11,299 |  |  |   | 13,201 |  
|            
|            
|            
|            
|Deferred:    |  |                          |        |      |  |      |        |  |  |   |        |  
|            
|            
|            
|            
|U.S. Federal |  |                          | (1,673 | )    |  |      | 635    |  |  |   | 2,107  |  
|            
|            
|            
|            
|State        |  |                          | (140   | )    |  |      | 194    |  |  |   | (102   | )
|            
|            
|            
|            
|Foreign      |  |                          | (365   | )    |  |      | 470    |  |  |   | (1,208 | )
|             |  |                          |        |      |  |      |        |  |  |   |        |  
|             |  |                          | (2,178 | )    |  |      | 1,299  |  |  |   | 797    |  
|             |  |                          |        |      |  |      |        |  |  |   |        |  
|             |  | $                        | 16,911 |      |  | $    | 12,598 |  |  | $ | 13,998 |  
|             |  |                          |        |      |  |      |        |  |  |   |        |  

Actual current tax liabilities are lower than the amounts
reflected above by the tax benefit from stock option activity of
$2,659, $3,445, and $2,576 in 1999, 1998, and 1997, respectively.
 The tax benefit from stock option activity is recorded as a
reduction in current income taxes payable and an increase in
additional paid-in capital.

29



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used
 for income tax purposes. Significant components of the
Companys deferred tax liabilities and assets are as
follows:

|                          |                                            |                                      |   |         |        |      |   |        |        |   |   |        |        |  
|------------------------- | ------------------------------------------ | ------------------------------------ | - | ------- | ------ | ---- | - | ------ | ------ | - | - | ------ | ------ | -
|                          |                                            |                                     
|                          |                                            | December 31,                        
|                          |                                            |                                     
|                          |                                            | 1999                                 |   | 1998    |        | 1997
|                          |                                            |                                      |   |         |        |     
|Deferred tax liabilities: |                                            |                                      |   |         |        |      |   |        |        |   |   |       
|                         
|                         
|                         
|                         
|                          | Depreciation                               |                                      | $ | (5,083  | )      |      | $ | (3,879 | )      |   | $ | (3,623 | )     
|                          |                                            |                                      |   |         |        |      |   |        |        |   |   |       
|                          |                                            | Total gross deferred tax liabilities |   |         | (5,083 | )    |   |        | (3,879 | ) |   |        | (3,623 | )
|                         
|                         
|                         
|                         
|Deferred tax assets:      |                                            |                                      |   |         |        |      |   |        |        |   |   |       
|                         
|                         
|                         
|                         
|                          | Inventory reserves and capitalization      |                                      |   | 4,451   |        |      |   | 2,436  |        |   |   | 2,396  |       
|                         
|                         
|                         
|                         
|                          | Federal and state tax credit carryforwards |                                      |   | 11,007  |        |      |   | 6,408  |        |   |   | 2,569  |       
|                         
|                         
|                         
|                         
|                          | Intercompany transactions                  |                                      |   | 210     |        |      |   | 260    |        |   |   | 833    |       
|                         
|                         
|                         
|                         
|                          | Foreign loss carryforwards                 |                                      |   | 297     |        |      |   | 330    |        |   |   | 692    |       
|                         
|                         
|                         
|                         
|                          | Distributor reserves                       |                                      |   | 3,856   |        |      |   | 3,349  |        |   |   | 3,267  |       
|                         
|                         
|                         
|                         
|                          | Employee benefits reserves                 |                                      |   | 617     |        |      |   | 620    |        |   |   | 695    |       
|                         
|                         
|                         
|                         
|                          | Other, net                                 |                                      |   | 1,027   |        |      |   | 114    |        |   |   | 631    |       
|                          |                                            |                                      |   |         |        |      |   |        |        |   |   |       
|                          |                                            | Total gross deferred tax assets      |   |         | 21,465 |      |   |        | 13,517 |   |   |        | 11,083 |  
|                         
|                         
|                         
|                         
|                          | Valuation allowance                        |                                      |   | (11,304 | )      |      |   | (6,738 | )      |   |   | (3,261 | )     
|                          |                                            |                                      |   |         |        |      |   |        |        |   |   |       
|                          |                                            | Total deferred tax assets            |   |         | 10,161 |      |   |        | 6,779  |   |   |        | 7,822  |  
|                          |                                            |                                      |   |         |        |      |   |        |        |   |   |       
|                          |                                            | Net deferred tax assets              |   | $       | 5,078  |      |   | $      | 2,900  |   |   | $      | 4,199  |  
|                          |                                            |                                      |   |         |        |      |   |        |        |   |   |       

The Company recorded valuation allowances to reflect the
estimated amount of deferred tax assets which may not be realized
 due to annual limitations or otherwise from foreign loss and
federal and state tax credit carryforwards. The majority of the
valuation allowance is attributed to Arizona R&D tax credit
carryforwards of $8,912, which may not be utilized in the future
due to annual limitations on their use.

A reconciliation of the U.S. Federal statutory income tax rate to
 the effective tax rate follows:

|                                                                    |                    |                          |      |      |   |      |      |      |   |  |      |      |  
|------------------------------------------------------------------- | ------------------ | ------------------------ | ---- | ---- | - | ---- | ---- | ---- | - |  | ---- | ---- | -
|                                                                    |                    |                         
|                                                                    |                    | Percent of Pretax Income
|                                                                    |                    |                         
|                                                                    |                    | Years Ended December 31,
|                                                                    |                    |                         
|                                                                    |                    | 1999                     |      | 1998 |   | 1997
|                                                                    |                    |                          |      |      |   |     
|U.S. Federal statutory rate                                         |                    |                          | 35.0 | %    |   |      | 35.0 | %    |   |  | 35.0 | %   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|State taxes, net of federal benefit                                 |                    |                          | 1.2  |      |   |      | 0.7  |      |   |  | 1.2  |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Foreign taxes in excess of (less than) U.S. Federal statutory
	rate |                    |                          | (2.5 | )    |   |      | (2.1 | )    |   |  | 1.3  |     
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Foreign sales corporation                                           |                    |                          | (2.5 | )    |   |      | (4.4 | )    |   |  | (2.9 | )   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Research and development credit                                     |                    |                          | (2.0 | )    |   |      | (2.1 | )    |   |  | (2.0 | )   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Tax exempt investment income                                        |                    |                          | (2.2 | )    |   |      | (1.9 | )    |   |  | (1.3 | )   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|Other                                                               |                    |                          |      |      |   |      | 0.8  |      |   |  | (1.3 | )   
|                                                                    |                    |                          |      |      |   |      |      |      |   |  |      |     
|                                                                    | Effective tax rate |                          |      | 27.0 | % |      |      | 26.0 | % |  |      | 30.0 | %
|                                                                    |                    |                          |      |      |   |      |      |      |   |  |      |     

Undistributed earnings of foreign subsidiaries were $15,160 at
December 31, 1999. No provision for U.S. tax has been made
on these undistributed earnings as they are intended to be
permanently reinvested or will be remitted substantially free of
additional tax.

A foreign subsidiary has a net operating loss carryforward of
$260, which can be carried forward indefinitely. The Company has
federal and state tax credit carryforwards totaling $11,007 which
 expire at

30



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


various dates beginning in 2003. Included in the federal and
state carryforwards is the Arizona R&D credit carryforward
discussed above.

Net income taxes paid amounted to $11,085, $9,995, and $5,773 in
1999, 1998, and 1997, respectively.

Stockholders EquityShare amounts in thousands

The Company adopted an Incentive Stock Plan in 1981 which was
amended and restated in 1983. Under this plan, options were
granted to key employees, subject to certain limitations to
purchase an aggregate of 4,750 shares of common stock at not less
 than the fair market value on the date of the grant. All options
 under the plan must be exercised within ten years from the date
of the grant. This plan expired in 1993, and no further options
will be granted under this plan. However, all options outstanding
 under this plan will continue to have full force and effect in
accordance with their terms.

In 1993, the Company adopted the 1993 Stock Incentive Plan. This
plan is intended to benefit the Company by providing an incentive
 to certain key employees, directors, and consultants. The
aggregate number of shares which may be issued under this plan
shall not exceed 13,332 shares, including 2,421 shares available
from the 1981 Plan. This plan is administered by a committee of
the Board of Directors. The option price per share shall be fixed
 by the committee, but in no event shall the option price per
share be less than the fair market value on the date of the
grant. The committee also determines the date on which granted
options will become exercisable, although all options under this
plan must be exercised within ten years from the date of grant.

As of December, 1998, the Company had a plan in place to purchase
 up to 4,500 shares of the Companys common stock in the
open market. The acquired shares will be used to provide shares
for the employee stock option and stock purchase programs.

On August 2, 1998, the Company initiated an employee stock
purchase plan (the Purchase Plan) that allows for the
 purchase of common stock every six months at 85% of the fair
market value at the date of grant or the exercise date, whichever
 value is less. The Purchase Plan is qualified under
Section 423 of the Internal Revenue Code. Of the 900,000
shares authorized under the Purchase Plan, 819,564 shares were
available for issuance at December 31, 1999.

Pro forma information regarding net income and earnings per share
 is required by SFAS No. 123, Accounting for Stock-Based
Compensation, and has been determined as if the Company had
accounted for its employee stock options under the fair value
method of that Statement. The fair value for these options was
estimated at the date of grant using a Black-Scholes option
pricing model with the following assumptions for 1999, 1998, and
1997, respectively: risk-free interest rates ranging from 4.77%
to 6.45%, 4.16% to 5.76%, and 5.90% to 6.93%; dividend yields of
0.0%; volatility factor of the expected market price of the
Companys common stock of 0.608 in 1999 and 1998, and 0.508
in 1997 and an expected life of an option of seven years.

The Black-Scholes option valuation model was developed for use in
 estimating the fair value of traded options which have no
vesting restrictions and are fully transferable. In addition,
option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.
Because the Companys employee stock options have
characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in
managements opinion, the existing models do not necessarily
 provide a reliable single measure of the fair value of its
employee stock options.

SFAS No. 123 requires the Company to present pro forma
disclosures for options granted in 1995 and thereafter. Because
prior years awards were not included in these disclosures,
they would not be indicative of future amounts.

31



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


For purposes of pro forma disclosures, the estimated fair value
of the options was amortized to expense over the vesting period.
Pro forma disclosures also include the estimated impact of the
Purchase Plan, which effect was immaterial in both 1999 and 1998.

The Companys pro forma information follows:

|                   |                     |                          |   |        |  |      |   |        |  |  |   |        | 
|------------------ | ------------------- | ------------------------ | - | ------ |  | ---- | - | ------ |  |  | - | ------ | 
|                   |                     |                         
|                   |                     | Years Ended December 31,
|                   |                     |                         
|                   |                     | 1999                     |   | 1998   |  | 1997
|                   |                     |                          |   |        |  |     
|Net Income         |                     |                          |   |        |  |      |   |        |  |  |   |       
|                  
|                  
|                  
|                  
|                   | As reported         |                          | $ | 45,718 |  |      | $ | 35,857 |  |  | $ | 32,662 | 
|                  
|                  
|                  
|                  
|                   | Pro forma           |                          | $ | 41,659 |  |      | $ | 32,756 |  |  | $ | 31,444 | 
|                  
|                  
|                  
|                  
|Earnings per share |                     |                          |   |        |  |      |   |        |  |  |   |       
|                  
|                  
|                  
|                  
|                   | Basic as reported   |                          | $ | .83    |  |      | $ | .65    |  |  | $ | .60    | 
|                  
|                  
|                  
|                  
|                   | Basic pro forma     |                          | $ | .75    |  |      | $ | .60    |  |  | $ | .58    | 
|                  
|                  
|                  
|                  
|                   | Diluted as reported |                          | $ | .78    |  |      | $ | .62    |  |  | $ | .57    | 
|                  
|                  
|                  
|                  
|                   | Diluted pro forma   |                          | $ | .71    |  |      | $ | .57    |  |  | $ | .55    | 

A summary of the Companys stock option activity, and
related information follows:

|                             |           |              |       |              |   |                |      |       |  |   |   |   |       |       |  |   |       |       | 
|---------------------------- | --------- | ------------ | ----- | ------------ | - | -------------- | ---- | ----- |  | - | - | - | ----- | ----- |  | - | ----- | ----- | 
|                             |           | Shares       |       |              |   |                |      |       |  |  
|                             |           | Under Option |       |              |   |                |      |       |  |  
|                             |           |              |       |              |   |                |      |       |  |  
|                             |           |              |       |              |   |               
|                             |           |              |       | Option Price |   |               
|                             |           |              |       | Per Share    |   |               
|                             |           |              |       |              |   |               
|                             |           |              |       |              |   | Weighted-     
|                             |           |              |       |              |   | Average       
|                             |           |              |       |              |   | Exercise Price
|                             |           |              |       |              |   |               
|Balance at January 1, 1997   |           |              | 3,995 |              |   | $              | 1.33 |       |  |  |   | $ | 10.37 |       |  | $ | 3.05  |      
|                            
|                            
|                            
|                            
|                             | Granted   |              |       | 1,370        |   |                |      | 7.55  |  |   |  |   |       | 15.95 |  |   |       | 9.93  | 
|                            
|                            
|                            
|                            
|                             | Exercised |              |       | (893         | ) |                |      | 1.33  |  |   |  |   |       | 9.93  |  |   |       | 2.25  | 
|                            
|                            
|                            
|                            
|                             | Canceled  |              |       | (153         | ) |                |      | 1.38  |  |   |  |   |       | 7.55  |  |   |       | 4.93  | 
|                             |           |              |       |              |   |                |      |       |  |   |   |   |       |       |  |   |       |      
|Balance at December 31, 1997 |           |              | 4,319 |              |   |                | 1.33 |       |  |  |   |   | 15.95 |       |  |   | 5.31  |      
|                            
|                            
|                            
|                            
|                             | Granted   |              |       | 2,073        |   |                |      | 8.00  |  |   |  |   |       | 20.67 |  |   |       | 13.67 | 
|                            
|                            
|                            
|                            
|                             | Exercised |              |       | (909         | ) |                |      | 1.33  |  |   |  |   |       | 12.31 |  |   |       | 2.07  | 
|                            
|                            
|                            
|                            
|                             | Canceled  |              |       | (181         | ) |                |      | 1.73  |  |   |  |   |       | 18.67 |  |   |       | 9.63  | 
|                             |           |              |       |              |   |                |      |       |  |   |   |   |       |       |  |   |       |      
|Balance at December 31, 1998 |           |              | 5,302 |              |   |                | 1.33 |       |  |  |   |   | 20.67 |       |  |   | 8.99  |      
|                            
|                            
|                            
|                            
|                             | Granted   |              |       | 1,891        |   |                |      | 13.67 |  |   |  |   |       | 33.33 |  |   |       | 16.67 | 
|                            
|                            
|                            
|                            
|                             | Exercised |              |       | (803         | ) |                |      | 1.33  |  |   |  |   |       | 15.97 |  |   |       | 6.49  | 
|                            
|                            
|                            
|                            
|                             | Canceled  |              |       | (199         | ) |                |      | 2.52  |  |   |  |   |       | 15.94 |  |   |       | 10.93 | 
|                             |           |              |       |              |   |                |      |       |  |   |   |   |       |       |  |   |       |      
|Balance at December 31, 1999 |           |              | 6,191 |              |   | $              | 1.33 |       |  |  |   | $ | 33.33 |       |  | $ | 11.60 |      
|                             |           |              |       |              |   |                |      |       |  |   |   |   |       |       |  |   |       |      

The weighted-average fair value of options granted during 1999,
1998, and 1997 was $10.89, $12.07, and $9.26, respectively. The
weighted-average remaining contractual life for options
outstanding as of December 31, 1999, was 7.6 years.

Stock options for 1,655, 1,322, and 1,254 shares were exercisable
 at December 31, 1999, 1998, and 1997, respectively. The
weighted-average exercise price for exercisable options was
$7.17, $4.24, and $2.15 at December 31, 1999, 1998, and
1997, respectively.

32



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


The following table summarizes information about stock options
outstanding and exercisable at December 31, 1999:

|                    |       |                   |  |                     |  |           |       |                   |  |           |       |  |  |  |     |  |  |   |       |  |  |  |       |  |  |   |       | 
|------------------- | ----- | ----------------- |  | ------------------- |  | --------- | ----- | ----------------- |  | --------- | ----- |  |  |  | --- |  |  | - | ----- |  |  |  | ----- |  |  | - | ----- | 
|Options Outstanding |       |                   |  |                    
|                    |       |                   |  |                    
|                    |       |                   |  |                    
|                    |       |                   |  | Options Exercisable
|                    |       |                   |  |                    
|                    |       | Number            |  | Weighted-           |  | Weighted- |       |                   |  | Weighted-
|Range of            |       | Outstanding at    |  | Average             |  | Average   |       | Number            |  | Average  
|Exercise Prices     |       | December 31, 1999 |  | Remaining           |  | Exercise  |       | Exercisable at    |  | Exercise 
|                    |       |                   |  | Contractual Life    |  | Price     |       | December 31, 1999 |  | Price    
|                    |       |                   |  |                     |  |           |       |                   |  |          
|$                   | 1.33  |                   |  |                    |  | $         | 5.93  |                   |  |           | 1,294 |  |  |  | 5.1 |  |  | $ | 3.11  |  |  |  | 927   |  |  | $ | 2.54  | 
|                   
|                   
|                   
|                   
|                    | 6.42  |                   |  |                    |  |           | 12.58 |                   |  |           | 2,265 |  |  |  | 7.6 |  |  |   | 10.09 |  |  |  | 444   |  |  |   | 9.67  | 
|                   
|                   
|                   
|                   
|                    | 12.64 |                   |  |                    |  |           | 17.00 |                   |  |           | 1,517 |  |  |  | 8.9 |  |  |   | 14.39 |  |  |  | 42    |  |  |   | 14.13 | 
|                   
|                   
|                   
|                   
|$                   | 17.33 |                   |  |                    |  | $         | 33.33 |                   |  |           | 1,115 |  |  |  | 9.0 |  |  |   | 20.76 |  |  |  | 242   |  |  |   | 19.07 | 
|                    |       |                   |  |                     |  |           |       |                   |  |           |       |  |  |  |     |  |  |   |       |  |  |  |       |  |  |   |       | 
|                    |       |                   |  |                     |  |           |       |                   |  |           | 6,191 |  |  |  | 7.6 |  |  | $ | 11.60 |  |  |  | 1,655 |  |  | $ | 7.17  | 
|                    |       |                   |  |                     |  |           |       |                   |  |           |       |  |  |  |     |  |  |   |       |  |  |  |       |  |  |   |       | 

Effective August 9, 1999, Burr-Brown amended and restated
its stockholder rights plan, originally adopted in 1989, which
was due to expire on August 9, 1999. Each right under the
plan entitles the registered holder to purchase from Burr-Brown
one one-thousandth (1/1000) of a share of Series A Junior
Participating Preferred Stock, $0.01 par value (the Series A
 Preferred Stock), of Burr-Brown. The rights have certain
anti-takeover effects. The rights may cause substantial dilution
to a person or group that attempts to acquire Burr-Brown on terms
 not approved by the Board of Directors. The rights should not
interfere with any merger or other business combination approved
by the Board because of the ability of the Board to redeem the
rights.

Shares used in the basic per share calculation represent
weighted-average shares outstanding in the applicable period. The
 additional 3,274, 2,414, and 2,821 shares used in the dilutive
share calculation in 1999, 1998, and 1997, respectively,
represent the dilutive effect of employee stock options and the
Purchase Plan (which effect was immaterial in 1999 and 1998).

Commitments

Approximate aggregate future commitments under noncancelable
operating leases, primarily for equipment and office facilities,
are summarized as follows:

|           |  |   |       | 
|---------- |  | - | ----- | 
|          
|          
|          
|          
|2000       |  | $ | 1,308 | 
|          
|          
|          
|          
|2001       |  | $ | 656   | 
|          
|          
|          
|          
|2002       |  | $ | 352   | 
|          
|          
|          
|          
|2003       |  | $ | 171   | 
|          
|          
|          
|          
|2004       |  | $ | 116   | 
|          
|          
|          
|          
|Thereafter |  | $ | 395   | 

Rental expense was $3,115, $4,289, and $4,586 in 1999, 1998, and
1997, respectively.

Business Segment Data

The Companys business is organized on a geographic basis,
and the Companys Chief Operating Decision Maker (the
Companys President and Chief Executive Officer) assesses
performance and allocates resources on this basis. The
information provided in the following section is representative
of the information used by the Chief Operating Decision Maker in
deciding how to allocate resources and in assessing performance.

The Company has three reportable segments: North America
(principally the United States), Far Eastern (principally Japan,
but including Singapore beginning in 1998) and European
(principally the United

33



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


Kingdom, France, Germany, and Italy). Each of these segments
derives revenue from the sale of the full array of the
Companys product lines, although the Far Eastern segment
has a higher concentration of sales from certain mixed signal
products.

33.1



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


The Companys Chief Operating Decision Maker evaluates
performance and allocates resources based on pretax income. The
accounting policies of the reportable segments are the same as
those described in the summary of significant accounting
policies. Sales between business segments are based on negotiated
 prices. The North American business segment includes corporate
activity that benefits the Company as a whole. Net sales are
attributed to segments based on location of the customer.

|             |                                     |                                      |         |      |         |      |         |   |         |   |         |   |         |  
|------------ | ----------------------------------- | ------------------------------------ | ------- | ---- | ------- | ---- | ------- | - | ------- | - | ------- | - | ------- | -
|             |                                     |                                     
|             |                                     | Years Ended December 31,            
|             |                                     |                                     
|             |                                     | 1999                                 |         | 1998 |         | 1997
|             |                                     |                                      |         |      |         |     
|Net Revenue: |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|            
|            
|            
|            
|             | North American Operations:          |                                      |         |      |         |      |         |   |         |   |         |   |        
|            
|            
|            
|            
|             |                                     | Unaffiliated customers               |         | $    | 112,556 |      |         | $ | 90,709  |   |         | $ | 86,959  |  
|            
|            
|            
|            
|             |                                     | Foreign unaffiliated customers       |         |      | 56,206  |      |         |   | 39,005  |   |         |   | 27,325  |  
|            
|            
|            
|            
|             |                                     | Consolidated subsidiaries            |         |      | 68,762  |      |         |   | 69,172  |   |         |   | 76,486  |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             |                                     |                                      | 237,524 |      |         |      | 198,886 |   |         |   | 190,770 |  
|            
|            
|            
|            
|             | European Operations:                |                                      |         |      |         |      |         |   |         |   |         |   |        
|            
|            
|            
|            
|             |                                     | Unaffiliated customers               |         |      | 32,948  |      |         |   | 36,829  |   |         |   | 42,455  |  
|            
|            
|            
|            
|             |                                     | Consolidated subsidiaries            |         |      |         |      |         |   | 5,821   |   |         |   | 7,143   |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             |                                     |                                      | 32,948  |      |         |      | 42,650  |   |         |   | 49,598  |  
|            
|            
|            
|            
|             | Far Eastern Operations:             |                                      |         |      |         |      |         |   |         |   |         |   |        
|            
|            
|            
|            
|             |                                     | Unaffiliated customers               |         |      | 89,738  |      |         |   | 91,551  |   |         |   | 95,363  |  
|            
|            
|            
|            
|             |                                     | Consolidated subsidiaries            |         |      | 25,724  |      |         |   | 16,435  |   |         |   | 5,545   |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             |                                     |                                      | 115,462 |      |         |      | 107,986 |   |         |   | 100,908 |  
|            
|            
|            
|            
|             |                                     | Eliminations                         |         |      | (94,486 | )    |         |   | (91,428 | ) |         |   | (89,174 | )
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             |                                     | $                                    | 291,448 |      |         | $    | 258,094 |   |         | $ | 252,102 |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             | Income (Loss) Before Income Taxes:  |                                      |         |      |         |      |         |   |         |   |         |   |        
|            
|            
|            
|            
|             |                                     | North American Operations            |         | $    | 66,178  |      |         | $ | 46,587  |   |         | $ | 39,282  |  
|            
|            
|            
|            
|             |                                     | European Operations                  |         |      | 2,394   |      |         |   | 1,899   |   |         |   | 796     |  
|            
|            
|            
|            
|             |                                     | Far Eastern Operations               |         |      | 14,763  |      |         |   | 12,076  |   |         |   | 12,865  |  
|            
|            
|            
|            
|             |                                     | Eliminationsprimarily United States |         |      | (20,706 | )    |         |   | (12,107 | ) |         |   | (6,283  | )
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             |                                     | $                                    | 62,629  |      |         | $    | 48,455  |   |         | $ | 46,660  |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             | Identifiable Assets:                |                                      |         |      |         |      |         |   |         |   |         |   |        
|            
|            
|            
|            
|             |                                     | North American Operations            |         | $    | 350,537 |      |         | $ | 293,887 |   |         | $ | 258,263 |  
|            
|            
|            
|            
|             |                                     | European Operations                  |         |      | 17,617  |      |         |   | 23,034  |   |         |   | 25,592  |  
|            
|            
|            
|            
|             |                                     | Far Eastern Operations               |         |      | 57,649  |      |         |   | 52,329  |   |         |   | 42,007  |  
|            
|            
|            
|            
|             |                                     | Eliminations                         |         |      | (26,086 | )    |         |   | (30,559 | ) |         |   | (26,474 | )
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             |                                     | $                                    | 399,717 |      |         | $    | 338,691 |   |         | $ | 299,388 |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             | Expenditures for Long-Lived Assets: |                                      |         |      |         |      |         |   |         |   |         |   |        
|            
|            
|            
|            
|             |                                     | North American Operations            |         | $    | 22,820  |      |         | $ | 24,561  |   |         | $ | 24,644  |  
|            
|            
|            
|            
|             |                                     | European Operations                  |         |      | 1,669   |      |         |   | 1,141   |   |         |   | 751     |  
|            
|            
|            
|            
|             |                                     | Far Eastern Operations               |         |      | 945     |      |         |   | 2,075   |   |         |   | 242     |  
|            
|            
|            
|            
|             |                                     | Eliminations                         |         |      | (674    | )    |         |   | (1,303  | ) |         |   |         |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  
|             |                                     | $                                    | 24,760  |      |         | $    | 26,474  |   |         | $ | 25,637  |  
|             |                                     |                                      |         |      |         |      |         |   |         |   |         |  

34



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


|                                       |                           |                          |        |        |  |      |        |        |  |   |        |        |  
|-------------------------------------- | ------------------------- | ------------------------ | ------ | ------ |  | ---- | ------ | ------ |  | - | ------ | ------ | -
|                                       |                           |                         
|                                       |                           | Years Ended December 31,
|                                       |                           |                         
|                                       |                           | 1999                     |        | 1998   |  | 1997
|                                       |                           |                          |        |        |  |     
|Depreciation and Amortization Expense: |                           |                          |        |        |  |      |        |        |  |   |        |       
|                                      
|                                      
|                                      
|                                      
|                                       | North American Operations |                          | $      | 16,595 |  |      | $      | 15,019 |  |   | $      | 12,158 |  
|                                      
|                                      
|                                      
|                                      
|                                       | European Operations       |                          |        | 580    |  |      |        | 736    |  |   |        | 471    |  
|                                      
|                                      
|                                      
|                                      
|                                       | Far Eastern Operations    |                          |        | 1,872  |  |      |        | 1,173  |  |   |        | 1,225  |  
|                                      
|                                      
|                                      
|                                      
|                                       | Eliminations              |                          |        |        |  |      |        |        |  |   |        | (20    | )
|                                       |                           |                          |        |        |  |      |        |        |  |   |        |       
|                                       |                           | $                        | 19,047 |        |  | $    | 16,928 |        |  | $ | 13,834 |       
|                                       |                           |                          |        |        |  |      |        |        |  |   |        |       

The Company has two primary classes of products: analog
integrated circuits and mixed signal integrated circuits. The
following table shows the approximate product line revenues as a
percentage of total Company revenues:

|                      |  |      |      |      |  |      |      |   |  |  |      |  
|--------------------- |  | ---- | ---- | ---- |  | ---- | ---- | - |  |  | ---- | -
|                      |  | 1999 |      | 1998 |  | 1997
|                      |  |      |      |      |  |     
|Product Class:        |  |      |      |      |  |      |      |   |  |  |      |  
|                     
|                     
|                     
|                     
|Analog Products       |  |      | 40.8 | %    |  |      | 45.2 | % |  |  | 46.2 | %
|                     
|                     
|                     
|                     
|Mixed Signal Products |  |      | 55.2 | %    |  |      | 50.5 | % |  |  | 49.0 | %
|                     
|                     
|                     
|                     
|Other                 |  |      | 4.0  | %    |  |      | 4.3  | % |  |  | 4.8  | %

Employee Benefit Plans

The Company has a defined contribution plan, the Future
Investment Trust (FIT). The FIT is a 401(k) salary deferral plan
and allows eligible participating U.S. employees to defer up to
15% of their salaries. Employee contributions are matched by the
Company at a rate of 25% of the employees contribution. The
 Companys contributions vest at 25% per year and become
fully vested to the employee after four years of service.
Additional voluntary Company contributions may be made to FIT
participants profit sharing accounts.

The Company has a noncontributory defined benefit pension plan
which covers all eligible U.S. employees and generally provides
benefits to retired employees based on their length of service,
age, and a percentage of qualifying compensation during the final
 years of employment. On January 1, 1998 the Company adopted
 a cash balance feature within the defined benefit plan.
Employees hired after January 1, 1998 will receive a benefit
 from the cash balance account, while employees hired prior to
January 1, 1998 will receive a benefit from the cash balance
 account or pension formula, whichever is greater. Contributions
are intended to provide not only for benefits attributed to
service to date, but also for those expected to be earned in the
future. The Companys policy is to contribute amounts
sufficient to at least meet the Employee Retirement Income
Security Acts minimum funding requirements.

35



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


A summary of the components of net periodic pension expense
follows:

|                                        |                                                       |                          |        |         |  |       |     |         |  |       |        |         |  |   |     |     |  |   |        |       |  |   |     |     | 
|--------------------------------------- | ----------------------------------------------------- | ------------------------ | ------ | ------- |  | ----- | --- | ------- |  | ----- | ------ | ------- |  | - | --- | --- |  | - | ------ | ----- |  | - | --- | --- | 
|                                        |                                                       |                         
|                                        |                                                       | Years Ended December 31,
|                                        |                                                       |                         
|                                        |                                                       |                          |        |         |  |      
|                                        |                                                       | 1999                     |        | 1998    |  | 1997 
|                                        |                                                       |                          |        |         |  |      
|                                        |                                                       | U.S.                     |        | Foreign |  | U.S.  |     | Foreign |  | U.S.  |        | Foreign
|                                        |                                                       | Plans                    |        | Plans   |  | Plans |     | Plans   |  | Plans |        | Plans  
|                                        |                                                       |                          |        |         |  |       |     |         |  |       |        |        
|Defined benefit pension plans:          |                                                       |                          |        |         |  |       |     |         |  |       |        |         |  |   |     |     |  |   |        |       |  |   |     |    
|                                       
|                                       
|                                       
|                                       
|Service cost                            |                                                       | $                        | 775    |         |  | $     | 425 |         |  | $     | 573    |         |  | $ | 288 |     |  | $ | 487    |       |  | $ | 340 |    
|                                       
|                                       
|                                       
|                                       
|Interest cost                           |                                                       |                          | 916    |         |  |       | 136 |         |  |       | 789    |         |  |   | 158 |     |  |   | 736    |       |  |   | 140 |    
|                                       
|                                       
|                                       
|                                       
|Expected return on plan assets          |                                                       |                          | (1,264 | )       |  |       | (48 | )       |  |       | (1,145 | )       |  |   | (42 | )   |  |   | (1,035 | )     |  |   | (49 | )  
|                                       
|                                       
|                                       
|                                       
|Net amortization                        |                                                       |                          | 216    |         |  |       | (11 | )       |  |       | 216    |         |  |   | (4  | )   |  |   | 216    |       |  |   | (11 | )  
|                                       
|                                       
|                                       
|                                       
|Recognized net actuarial loss (gain)    |                                                       |                          |        |         |  |       | 81  |         |  |       | (11    | )       |  |   | 21  |     |  |   | (24    | )     |  |   | 39  |    
|                                        |                                                       |                          |        |         |  |       |     |         |  |       |        |         |  |   |     |     |  |   |        |       |  |   |     |    
|                                        | Net periodic pension expense of defined benefit plans |                          |        | 643     |  |       |     | 583     |  |       |        | 422     |  |   |     | 421 |  |   |        | 380   |  |   |     | 459 | 
|                                       
|                                       
|                                       
|                                       
|Defined contribution plan Matching FIT |                                                       |                          | 931    |         |  |       |     |         |  |       | 963    |         |  |   |     |     |  |   | 776    |       |  |   |     |    
|                                        |                                                       |                          |        |         |  |       |     |         |  |       |        |         |  |   |     |     |  |   |        |       |  |   |     |    
|                                        | Total employee benefit expense                        |                          | $      | 1,574   |  |       | $   | 583     |  |       | $      | 1,385   |  |   | $   | 421 |  |   | $      | 1,156 |  |   | $   | 459 | 
|                                        |                                                       |                          |        |         |  |       |     |         |  |       |        |         |  |   |     |     |  |   |        |       |  |   |     |    

Assumptions used in computing pension expense for the defined
benefit plans were as follows:

|                                            |  |                          |     |         |  |       |           |         |  |       |     |         |  |  |           |   |  |  |     |   |  |  |           |  
|------------------------------------------- |  | ------------------------ | --- | ------- |  | ----- | --------- | ------- |  | ----- | --- | ------- |  |  | --------- | - |  |  | --- | - |  |  | --------- | -
|                                            |  |                         
|                                            |  | Years Ended December 31,
|                                            |  |                         
|                                            |  |                          |     |         |  |      
|                                            |  | 1999                     |     | 1998    |  | 1997 
|                                            |  |                          |     |         |  |      
|                                            |  | U.S.                     |     | Foreign |  | U.S.  |           | Foreign |  | U.S.  |     | Foreign
|                                            |  | Plans                    |     | Plans   |  | Plans |           | Plans   |  | Plans |     | Plans  
|                                            |  |                          |     |         |  |       |           |         |  |       |     |        
|Weighted-average discount rate              |  |                          | 8.0 | %       |  |       | 1.5%- 6.0 | %       |  |       | 7.3 | %       |  |  | 1.2%- 7.0 | % |  |  | 7.3 | % |  |  | 3.1%- 7.0 | %
|                                           
|                                           
|                                           
|                                           
|Rates of increase in compensation levels    |  |                          | 5.0 | %       |  |       | 2.4%- 3.0 | %       |  |       | 4.0 | %       |  |  | 2.4%- 3.0 | % |  |  | 4.0 | % |  |  | 3.0%      |  
|                                           
|                                           
|                                           
|                                           
|Expected long-term rate of return on assets |  |                          | 9.5 | %       |  |       | 2.0%- 7.0 | %       |  |       | 9.5 | %       |  |  | 2.1%- 7.0 | % |  |  | 9.5 | % |  |  | 3.0%- 7.0 | %

36



---



BURR-BROWN CORPORATION AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)


The following are progression of the projected benefit
obligations and fair values of plan assets:

|                                             |                                 |                                        |        |         |        |       |       |         |       |       |        |         |        |   |       |      |       |   |        |       |        |   |       |      |       | 
|-------------------------------------------- | ------------------------------- | -------------------------------------- | ------ | ------- | ------ | ----- | ----- | ------- | ----- | ----- | ------ | ------- | ------ | - | ----- | ---- | ----- | - | ------ | ----- | ------ | - | ----- | ---- | ----- | 
|                                             |                                 |                                       
|                                             |                                 | Year Ended December 31,               
|                                             |                                 |                                       
|                                             |                                 |                                        |        |         |        |      
|                                             |                                 | 1999                                   |        | 1998    |        | 1997 
|                                             |                                 |                                        |        |         |        |      
|                                             |                                 | U.S.                                   |        | Foreign |        | U.S.  |       | Foreign |       | U.S.  |        | Foreign
|                                             |                                 | Plans                                  |        | Plans   |        | Plans |       | Plans   |       | Plans |        | Plans  
|                                             |                                 |                                        |        |         |        |       |       |         |       |       |        |        
|Change in benefits obligation:               |                                 |                                        |        |         |        |       |       |         |       |       |        |         |        |   |       |      |       |   |        |       |        |   |       |     
|                                            
|                                            
|                                            
|                                            
|Benefit obligation, beginning of year        |                                 | $                                      | 12,465 |         |        | $     | 4,705 |         |       | $     | 11,054 |         |        | $ | 3,200 |      |       | $ | 9,439  |       |        | $ | 3,376 |     
|                                            
|                                            
|                                            
|                                            
|                                             | Service cost                    |                                        |        | 775     |        |       |       | 425     |       |       |        | 573     |        |   |       | 288  |       |   |        | 487   |        |   |       | 340  |      
|                                            
|                                            
|                                            
|                                            
|                                             | Interest cost                   |                                        |        | 916     |        |       |       | 136     |       |       |        | 789     |        |   |       | 158  |       |   |        | 736   |        |   |       | 140  |      
|                                            
|                                            
|                                            
|                                            
|                                             | Actuarial gains and losses      |                                        |        | (364    | )      |       |       | (228    | )     |       |        | 461     |        |   |       | 687  |       |   |        | 717   |        |   |       | (154 | )    
|                                            
|                                            
|                                            
|                                            
|                                             | Benefits paid                   |                                        |        | (416    | )      |       |       | (354    | )     |       |        | (412    | )      |   |       | (131 | )     |   |        | (325  | )      |   |       | (76  | )    
|                                            
|                                            
|                                            
|                                            
|                                             | Foreign exchange rate changes   |                                        |        |         |        |       |       | 41      |       |       |        |         |        |   |       | 503  |       |   |        |       |        |   |       | (426 | )    
|                                             |                                 |                                        |        |         |        |       |       |         |       |       |        |         |        |   |       |      |       |   |        |       |        |   |       |     
|                                             |                                 | Benefit obligation, end of year        |        | $       | 13,376 |       |       | $       | 4,725 |       |        | $       | 12,465 |   |       | $    | 4,705 |   |        | $     | 11,054 |   |       | $    | 3,200 | 
|                                             |                                 |                                        |        |         |        |       |       |         |       |       |        |         |        |   |       |      |       |   |        |       |        |   |       |     
|Change in plan assets:                       |                                 |                                        |        |         |        |       |       |         |       |       |        |         |        |   |       |      |       |   |        |       |        |   |       |     
|                                            
|                                            
|                                            
|                                            
|Fair value of plan assets, beginning of year |                                 | $                                      | 14,844 |         |        | $     | 1,909 |         |       | $     | 13,772 |         |        | $ | 1,526 |      |       | $ | 12,049 |       |        | $ | 1,474 |     
|                                            
|                                            
|                                            
|                                            
|                                             | Actual return on plan assets    |                                        |        | 1,553   |        |       |       | 227     |       |       |        | 1,484   |        |   |       | 3    |       |   |        | 2,048 |        |   |       | 44   |      
|                                            
|                                            
|                                            
|                                            
|                                             | Contributions from the
	Company |                                        |        |         |        |       |       | 304     |       |       |        |         |        |   |       | 265  |       |   |        |       |        |   |       | 296  |      
|                                            
|                                            
|                                            
|                                            
|                                             | Benefits paid                   |                                        |        | (416    | )      |       |       | (322    | )     |       |        | (412    | )      |   |       | (131 | )     |   |        | (325  | )      |   |       | (76  | )    
|                                            
|                                            
|                                            
|                                            
|                                             | Other                           |                                        |        |         |        |       |       | (35     | )     |       |        |         |        |   |       | (19  | )     |   |        |       |        |   |       | (35  | )    
|                                            
|                                            
|                                            
|                                            
|                                             | Foreign exchange rate changes   |                                        |        |         |        |       |       | 120     |       |       |        |         |        |   |       | 265  |       |   |        |       |        |   |       | (177 | )    
|                                             |                                 |                                        |        |         |        |       |       |         |       |       |        |         |        |   |       |      |       |   |        |       |        |   |       |     
|                                             |                                 | Fair value of plan assets, end of year |        | $       | 15,981 |       |       | $       | 2,203 |       |        | $       | 14,844 |   |       | $    | 1,909 |   |        | $     | 13,772 |   |       | $    | 1,526 | 
|                                             |                                 |                                        |        |         |        |       |       |         |       |       |        |         |        |   |       |      |       |   |        |       |        |   |       |     

The following table sets forth the funded status and amounts
recognized in the consolidated balance sheets for the
Companys defined benefit pension plans:

|                                       |                               |              |        |         |   |       |        |         |   |       |        |         |  |   |        |        |   |   |        |     |  |   |        |        |  
|-------------------------------------- | ----------------------------- | ------------ | ------ | ------- | - | ----- | ------ | ------- | - | ----- | ------ | ------- |  | - | ------ | ------ | - | - | ------ | --- |  | - | ------ | ------ | -
|                                       |                               |             
|                                       |                               | December 31,
|                                       |                               |             
|                                       |                               |              |        |         |   |      
|                                       |                               | 1999         |        | 1998    |   | 1997 
|                                       |                               |              |        |         |   |      
|                                       |                               | U.S.         |        | Foreign |   | U.S.  |        | Foreign |   | U.S.  |        | Foreign
|                                       |                               | Plans        |        | Plans   |   | Plans |        | Plans   |   | Plans |        | Plans  
|                                       |                               |              |        |         |   |       |        |         |   |       |        |        
|Funded status                          |                               | $            | 2,605  |         |   | $     | (2,522 | )       |   | $     | 2,379  |         |  | $ | (2,796 | )      |   | $ | 2,718  |     |  | $ | (1,674 | )     
|                                      
|                                      
|                                      
|                                      
|Unrecognized net loss (gain)           |                               |              | (3,425 | )       |   |       | 734    |         |   |       | (2,773 | )       |  |   | 1,009  |        |   |   | (2,906 | )   |  |   | 148    |       
|                                      
|                                      
|                                      
|                                      
|Unrecognized prior service cost        |                               |              | 468    |         |   |       |        |         |   |       | 685    |         |  |   |        |        |   |   | 878    |     |  |   |        |       
|                                      
|                                      
|                                      
|                                      
|Unrecognized net transition obligation |                               |              |        |         |   |       | (92    | )       |   |       |        |         |  |   | (53    | )      |   |   |        |     |  |   | (22    | )     
|                                       |                               |              |        |         |   |       |        |         |   |       |        |         |  |   |        |        |   |   |        |     |  |   |        |       
|                                       | Net pension asset (liability) |              | $      | (352    | ) |       | $      | (1,880  | ) |       | $      | 291     |  |   | $      | (1,840 | ) |   | $      | 690 |  |   | $      | (1,548 | )
|                                       |                               |              |        |         |   |       |        |         |   |       |        |         |  |   |        |        |   |   |        |     |  |   |        |       

U.S. plan assets consist of investments in equities, bonds, and
cash equivalents. Foreign plans assets consist of
securities, real estate, loans, and cash equivalents.

37



---



BURR BROWN CORPORATION AND SUBSIDIARIES

SUMMARIZED QUARTERLY DATA (UNAUDITED)


(In thousands, except per share amounts)


The following is a summary of quarterly financial data for 1999,
1998, and 1997:

|                           |  |                    |        |        |  |        |        |         |  |   |        |  |  |   |        | 
|-------------------------- |  | ------------------ | ------ | ------ |  | ------ | ------ | ------- |  | - | ------ |  |  | - | ------ | 
|                           |  |                   
|                           |  | Quarter Ended 1999
|                           |  |                   
|                           |  | April 3            |        | July 3 |  | Oct. 2 |        | Dec. 31
|                           |  |                    |        |        |  |        |        |        
|Net revenue                |  | $                  | 61,007 |        |  | $      | 68,210 |         |  | $ | 78,037 |  |  | $ | 84,194 | 
|                          
|                          
|                          
|                          
|Gross margin               |  |                    | 30,779 |        |  |        | 35,567 |         |  |   | 41,357 |  |  |   | 45,041 | 
|                          
|                          
|                          
|                          
|Net income                 |  |                    | 7,464  |        |  |        | 10,305 |         |  |   | 12,796 |  |  |   | 15,153 | 
|                          
|                          
|                          
|                          
|Basic earnings per share   |  | $                  | .14    |        |  | $      | .19    |         |  | $ | .23    |  |  | $ | .27    | 
|                          
|                          
|                          
|                          
|Diluted earnings per share |  | $                  | .13    |        |  | $      | .18    |         |  | $ | .22    |  |  | $ | .26    | 

|                           |  |                    |        |        |  |        |        |         |  |   |        |  |  |   |        | 
|-------------------------- |  | ------------------ | ------ | ------ |  | ------ | ------ | ------- |  | - | ------ |  |  | - | ------ | 
|                           |  |                   
|                           |  | Quarter Ended 1998
|                           |  |                   
|                           |  | April 4            |        | July 4 |  | Oct. 3 |        | Dec. 31
|                           |  |                    |        |        |  |        |        |        
|Net revenue                |  | $                  | 68,685 |        |  | $      | 66,518 |         |  | $ | 61,164 |  |  | $ | 61,727 | 
|                          
|                          
|                          
|                          
|Gross margin               |  |                    | 35,598 |        |  |        | 34,521 |         |  |   | 31,503 |  |  |   | 31,026 | 
|                          
|                          
|                          
|                          
|Net income                 |  |                    | 10,166 |        |  |        | 9,434  |         |  |   | 7,520  |  |  |   | 8,737  | 
|                          
|                          
|                          
|                          
|Basic earnings per share   |  | $                  | .19    |        |  | $      | .17    |         |  | $ | .14    |  |  | $ | .16    | 
|                          
|                          
|                          
|                          
|Diluted earnings per share |  | $                  | .18    |        |  | $      | .16    |         |  | $ | .13    |  |  | $ | .15    | 

|                           |  |                    |        |         |  |          |        |         |  |   |        |  |  |   |        | 
|-------------------------- |  | ------------------ | ------ | ------- |  | -------- | ------ | ------- |  | - | ------ |  |  | - | ------ | 
|                           |  |                   
|                           |  | Quarter Ended 1997
|                           |  |                   
|                           |  | March 29           |        | June 28 |  | Sept. 27 |        | Dec. 31
|                           |  |                    |        |         |  |          |        |        
|Net revenue                |  | $                  | 54,772 |         |  | $        | 62,505 |         |  | $ | 65,928 |  |  | $ | 68,897 | 
|                          
|                          
|                          
|                          
|Gross margin               |  |                    | 27,372 |         |  |          | 31,268 |         |  |   | 33,259 |  |  |   | 35,128 | 
|                          
|                          
|                          
|                          
|Net income                 |  |                    | 6,572  |         |  |          | 7,747  |         |  |   | 8,554  |  |  |   | 9,789  | 
|                          
|                          
|                          
|                          
|Basic earnings per share   |  | $                  | .12    |         |  | $        | .14    |         |  | $ | .16    |  |  | $ | .18    | 
|                          
|                          
|                          
|                          
|Diluted earnings per share |  | $                  | .12    |         |  | $        | .14    |         |  | $ | .15    |  |  | $ | .17    | 

The Companys fiscal quarters correspond to a full thirteen
week period, except for the fourth fiscal quarter which ends on
December 31.

38



---



Item 9.  Changes In and Disagreements With
Accountants on Accounting and Financial Disclosure

None.

PART III

Item 10.  Directors and Executive Officers of the
 Registrant

The following table sets forth certain information regarding our
senior management and directors:

|                      |  |     |    |          |  |                                                             
|--------------------- |  | --- | -- | -------- |  | ------------------------------------------------------------
|Name                  |  | Age |    | Position
|                      |  |     |    |         
|Syrus P. Madavi       |  |     | 50 |          |  | Chairman of the Board, Chief Executive Officer and President
|                     
|                     
|                     
|                     
|J. Scott Blouin       |  |     | 49 |          |  | Chief Financial Officer                                     
|                     
|                     
|                     
|                     
|Kenneth G. Wolf       |  |     | 59 |          |  | Executive Vice President                                    
|                     
|                     
|                     
|                     
|Thomas R. Brown, Jr.  |  |     | 73 |          |  | Director                                                    
|                     
|                     
|                     
|                     
|John S. Anderegg, Jr. |  |     | 76 |          |  | Director                                                    
|                     
|                     
|                     
|                     
|Francis J. Aguilar    |  |     | 67 |          |  | Director                                                    
|                     
|                     
|                     
|                     
|Marcela A. Gumucio    |  |     | 62 |          |  | Director                                                    

Mr. Madavi has been our President and Chief Executive
 Officer since March 1994 and Chairman since April 1998.
Prior to joining us, Mr. Madavi was employed at Raytheon
from 1990 to 1994, where he served as President of the
Semiconductor Division for his last two years there. Prior to
working at Raytheon, Mr. Madavi served as the Vice President
 and General Manager of Honeywell Signal Processing Technologies
from 1984 to 1989. He also held management positions with Analog
Devices Inc. from 1980 to 1983. Mr. Madavi has a B.S.E.E.
degree from Stevens Institute, a M.S. in Computer Science from
Stevens Institute and a M.B.A. in Finance from the University of
California Los Angeles.

Mr. Blouin joined Burr-Brown in 1995 as Corporate
Controller and was promoted to CFO in 1996. Mr. Blouin is
responsible for all aspects of our worldwide financial
management, including Accounting, Treasury, and Tax. Prior to
joining us, he was employed for 17 years at Analog Devices
where he held a series of increasingly senior positions in
financial management. Mr. Blouin holds a B.S. from the University
 of New Hampshire and an M.B.A. from Wake Forest University.

Mr. Wolf joined us in April 1997. Mr. Wolf
is responsible for our worldwide operations, including
Fabrication and Technology Development, Assembly and Test
Operations, Materials Management, Quality, and Product
Engineering. Prior to joining us, he was Corporate Vice President
 at Motorola from 1965 to 1987, President and CEO of Synergy
Semiconductor from 1987 to 1992, and Vice President and General
Manager of Mass Storage and Logic Products at National
Semiconductor from 1993 to 1997. Mr. Wolf holds B.S. and
M.S. degrees in electrical engineering from the University of
Wyoming and is a graduate of the Motorola Executive Management
Institute.

Mr. Brown founded Burr-Brown in 1956. He has served
as a Director since our founding and served as Chairman from 1956
 to 1998. Mr. Brown also served as the Chief Executive
Officer from our founding to February 1983 and as President
to 1976. Mr. Brown again served as President and CEO from
April 1993 to March 1994. Mr. Brown is a former
member of the Board of Directors of the Los Angeles Regional
Office of the Federal Reserve Board.

Mr. Anderegg has served as a Director since 1958.
Mr. Anderegg has served as Chairman of the Board of Dynamics
 Research Corporation since 1955 and served as its President from
 1955 to 1986. Mr. Anderegg also serves as a Director of the
 Ivy/ MacKenzie Funds.

Dr. Aguilar has served as a Director since 1993.
Dr. Aguilar is Professor Emeritus Business Administration at
 Harvard Business School. Dr. Aguilar served as Faculty
Chairman, Harvard International Senior Managers Program,
from 1972 to 1974, and Chairman, International Teachers Program,
from 1968 to 1972.

39



---





Mr. Gumucio has served as a Director since 1995.
Since 1997, Mr. Gumucio has served as President of Gumucio,
Burke & Associates, a private investment firm that he
founded. Mr. Gumucio retired as Chief Executive Officer of
Micro Focus in 1997. From 1992 to 1996, Mr. Gumucio was
Chairman of the Management Board and the Chief Executive Officer
of Memorex Telex N.V., and President and Chairman of the Board of
 Memorex Telex Corporation. Prior to his affiliation with that
firm, Mr. Gumucio was an executive at Cray Research, Inc.,
where he served as Executive Vice President from 1983 to 1988 and
 as President and Chief Operating Officer from 1988 to 1990.

Item 11.  Executive Compensation

The information required by this item is included under the
section entitled Executive Compensation and Other
Information of the Registrants Proxy Statement for
the 2000 Annual Meeting of Stockholders and is incorporated
herein by reference.

Item 12.  Security Ownership of Certain
Beneficial Owners and Management

The information required by this item is included under the
caption Security Ownership of Principal Stockholders and
Management of the Registrants Proxy Statement for the
 2000 Annual Meeting of Stockholders and is incorporated herein
by reference.

Item 13.  Certain Relationships and Related
Transactions

The information required by this item is included under the
sections entitled Certain Transactions and
Relationships and Compensation Committee Interlocks
and Insider Participation in the Registrant Proxy Statement
 for the 2000 Annual Meeting of Stockholders and is incorporated
herein by reference.

PART IV

Item 14.  Exhibits, Financial Statements,
Schedules and Reports on Form 8-K

a.1  Financial Statements: Reference is made to page 19
 for a list of all financial statements filed as a part of this
report.

a.2  Financial Statement Schedules

BURR-BROWN CORPORATION AND SUBSIDIARIES

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS


(Thousands of dollars)


Years Ended December 31, 1999, 1998, And 1997

|                                |  |            |       |            |  |               |     |           |  |   |      |   |  |   |       | 
|------------------------------- |  | ---------- | ----- | ---------- |  | ------------- | --- | --------- |  | - | ---- | - |  | - | ----- | 
|COL. A                          |  |            |       | COL. C     |  | COL. D        |     | COL. F   
|                                |  | COL. B     |       | Additions  |  | Deductions(1) |     |          
|                                |  | Balance At |       | Charges    |  | & Currency    |     | Balance  
|                                |  | Beginning  |       | To Costs   |  | Translation   |     | At End   
|Classification                  |  | Of Period  |       | & Expenses |  | Effect        |     | Of Period
|                                |  |            |       |            |  |               |     |          
|1999                            |  |            |       |            |  |               |     |           |  |   |      |   |  |   |       | 
|                               
|                               
|                               
|                               
|Allowance for Doubtful Accounts |  | $          | 1,066 |            |  | $             | (31 | )         |  | $ | (336 | ) |  | $ | 699   | 
|                               
|                               
|                               
|                               
|1998                            |  |            |       |            |  |               |     |           |  |   |      |   |  |   |       | 
|                               
|                               
|                               
|                               
|Allowance for Doubtful Accounts |  | $          | 1,025 |            |  | $             | 91  |           |  | $ | (50  | ) |  | $ | 1,066 | 
|                               
|                               
|                               
|                               
|1997                            |  |            |       |            |  |               |     |           |  |   |      |   |  |   |       | 
|                               
|                               
|                               
|                               
|Allowance for Doubtful Accounts |  | $          | 1,081 |            |  | $             | 125 |           |  | $ | (181 | ) |  | $ | 1,025 | 




|    |                                                       
|--- | ------------------------------------------------------
|(1) | Uncollectible accounts written off, net of recoveries.

Note: Column E  Other is zero

40



---



All other schedules are omitted because they are not applicable
or the required information is shown in the consolidated
financial statements.

b.  Reports on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter
of 1999.

c.  Exhibits

|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | Restated Certificate of Incorporation of the Registrant,
	incorporated by reference as Exhibit 3.1 to the
	Registrants 10-K filing for the period ended
	December 31, 1987. Amendment of Restated Certificate of
	Incorporation dated May 15, 1996, incorporated by reference
	as Exhibit  3.1 to Registrants 10-K filing for the
	period ended December 31, 1996. Certificate of Designations
	of Series A Junior Participating Preferred Stock, dated
	August 9, 1999, filed herein.                                                                                  
|3.2  |  | Restated By-laws of the Registrant dated October 21, 1994,
	incorporated by reference as Exhibit 3.2 to the
	Registrants 10-K filing for the period ended
	December 31, 1994.                                                                                                                                                                                                                                                                                                                                                                                            
|4.1  |  | Amended and Restated Stockholder Rights Plan dated August 
	9, 1999, between the Registrant and Harris Trust Savings Bank,
	incorporated by reference as Exhibit 4.1 to the
	Registrants Form 8-K filing dated August 11,
	1999.                                                                                                                                                                                                                                                                                                                                         
|9.1  |  | Brown Management Limited Partnership Agreement dated
	November 11, 1988, among Thomas R. Brown, Jr.,
	Mary B. Brown and Sarah B. Smallhouse, incorporated by
	reference as Exhibit 9.3 to the Registrants 10-K
	filing for the period ended December 31, 1988.                                                                                                                                                                                                                                                                                                           
|10.1 |  | Registrants Stock Bonus Plan. Incorporated by reference as
	Exhibit 10.7 to the Registrants 10-K filing for the
	period ended December 31, 1987. Amendment thereof, dated
	June 27, 1989, incorporated by reference as
	Exhibit 10.7 to the Registrants 10-K filing for the
	period ended December 31, 1989. Amendment to
	Registrants Stock Bonus Plan, naming Syrus P. Madavi
	as Co-trustee, dated August 18, 1996, incorporated by
	reference as Exhibit 10.2 to Registrants 10-K filing
	for the period ended December 31, 1996.                                
|10.2 |  | Lease dated October 1, 1986, between Yugen Kaisha Kato Shoji
	 and Registrant, incorporated by reference as Exhibit  10.9
	to the Registrants 10-K filing for the period ended
	December 31, 1986.                                                                                                                                                                                                                                                                                                                                                                       
|10.3 |  | Restated Burr-Brown Corporation Employee Retirement Plan dated
	January 1, 1988, incorporated by reference as
	Exhibit 10.17 to the Registrants 10-K filing for the
	period ended December 31, 1994. Amendment to Employee
	Retirement Plan dated July 18, 1996, incorporated by
	reference as Exhibit 10.9 to the Registrants 10-K
	filing for the period ended December 31, 1996. Amendment to
	Employee Retirement Plan dated December 18, 1998,
	incorporated by reference as Exhibit 10.3 to the
	Registrants 10-K filing for the period ended
	December 31, 1998.

41



---



|     |  |                                                                                                                                                                                                                                                                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.4 |  | Consent Decree filed with the United States District Court on
	March 13, 1990, between the United States of America on
	behalf of the Administrator of the United States Environmental
	Protection Agency (EPA) and Burr-Brown Corporation.
	Incorporated by reference as Exhibit 10.32 to the
	Registrants 10-K filing for the period ended
	December 31, 1991.
|10.5 |  | Trust Agreement for Future Investment Plan Trust dated
	December 1, 1998, between Burr-Brown Corporation and
	Fidelity Management Trust Company, incorporated by reference as
	Exhibit 10.5 to the Registrants 10-K filing for the
	period ended December 31, 1998.                                                                                             
|10.6 |  | Burr-Brown Corporation 1993 Stock Incentive Plan Amended and
	Restated through February 16, 1996, incorporated by
	reference to Exhibit 10.16 to the Registrants 10-K
	filing for the period ended December 31, 1996.                                                                                                                                           
|10.7 |  | Burr Browns Cash Profit Sharing Plan dated April 21,
	1995, incorporated by reference to Exhibit 10.18 of the
	Registrants 10-K filing for the period ended
	December 31, 1995.                                                                                                                                                                                
|10.8 |  | Loan Agreement dated January 31, 1996, between Burr-Brown
	Corporation and Wells Fargo Bank, N.A., incorporated by reference
	 to Exhibit 10.19 of the Registrants 10-K filing for
	the period ended December 31, 1995. Amendment to Loan
	Agreement dated May 28, 1999, filed herein.                                                                          
|10.9 |  | Burr-Brown Employee Stock Purchase Plan dated August 1,
	1998, incorporated by reference to Exhibit 99.8 to the
	Registrants Registration Statement on Form S-8 filed
	with the Securities and Exchange Commission on July 7, 1998.                                                                                                                             
|21.  |  | Subsidiaries of the Registrant, incorporated by reference to
	Exhibit 21 of the Registrants 10-K filing for the
	 period ended December 31, 1998.                                                                                                                                                                                                               
|23.  |  | Consent of Ernst & Young LLP, Independent Auditors, filed
	herein.                                                                                                                                                                                                                                                                                               
|24.  |  | Power of Attorney, incorporated by reference from page S-1
	hereof.                                                                                                                                                                                                                                                                                              
|27.  |  | Financial Data Schedules, filed herein.                                                                                                                                                                                                                                                                                                                          
|99.  |  | Risk Factors, filed herein.                                                                                                                                                                                                                                                                                                                                      

42



---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned,
 thereunto duly authorized.



| |  |                       
| |  | ----------------------
| |  | BURR-BROWN CORPORATION

| |           
| | ----------
| |           
| | Registrant



| |     |                    
| | --- | -------------------
| | By: | /s/ SYRUS P. MADAVI

| |                                 
| | --------------------------------
| |                                 
| | Syrus P. Madavi                 
| | Chairman of the Board, President
| | and Chief Executive Officer     
|
| | Date: February 8, 2000          



| |  |                    
| |  | -------------------
| |  | /s/ J. SCOTT BLOUIN

| |                        
| | -----------------------
| |                        
| | J. Scott Blouin        
| | Chief Financial Officer
|
| | Date: February 8, 2000 

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Syrus P. Madavi or
J. Scott Blouin, his attorney-in-fact, with the power of
substitution, for him in any and all capacities, to sign any
amendments to this Report on Form 10-K, and to file the
same, with the exhibits thereto and other documents in connection
 therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.

Pursuant to the Requirements of the Securities and Exchange Act
of 1934 this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.

|                                               |  |                                                               |  |                 
|---------------------------------------------- |  | ------------------------------------------------------------- |  | ----------------
|Name                                           |  | Title                                                         |  | Date            
|                                               |  |                                                               |  |                 
|/s/ SYRUS P. MADAVISyrus P. Madavi             |  | Chairman of the Board, President
	and Chief Executive Officer |  | February 8, 2000
|/s/ J. SCOTT BLOUINJ. Scott Blouin             |  | Chief Financial Officer                                       |  | February 8, 2000
|/s/ THOMAS R. BROWN, JR.Thomas R. Brown, Jr.   |  | Director                                                      |  | February 8, 2000
|/s/ FRANCIS J. AGUILARFrancis J. Aguilar       |  | Director                                                      |  | February 8, 2000
|/s/ JOHN S. ANDEREGG, JR.John S. Anderegg, Jr. |  | Director                                                      |  | February 8, 2000
|/s/ MARCELO A. GUMUCIOMarcelo A. Gumucio       |  | Director                                                      |  | February 8, 2000

S-1



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EXHIBIT INDEX

|        |      |             |  |                                                                                                                    
|------- | ---- | ----------- |  | -------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 3.1  |             |  | Certificate of Designations of Series A Junior Participating
	 Preferred Stock, dated August 9, 1999, filed herein.
|        | 10.8 |             |  | Amendment to Loan Agreement dated May 28, 1999, filed
	herein.                                                     
|        | 23.  |             |  | Consent of Ernst & Young LLP, Independent Auditors, filed
	herein.                                                 
|        | 24.  |             |  | Power of Attorney, incorporated by reference from page S-1
	hereof.                                                
|        | 27.  |             |  | Financial Data Schedules, filed herein.                                                                            
|        | 99.  |             |  | Risk Factors, filed herein.