-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AQk2jYJbDWClfWCp6y1NWPYONNpXngUlKFZjiuSoabFprjZfkUQ4+mNS5zrDtG4W 8kW0ZEf+FQVyLO7VKIb4AQ== 0000898430-97-002737.txt : 19970701 0000898430-97-002737.hdr.sgml : 19970701 ACCESSION NUMBER: 0000898430-97-002737 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHITTAKER CORP CENTRAL INDEX KEY: 0000106945 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 954033076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20609 FILM NUMBER: 97632205 BUSINESS ADDRESS: STREET 1: 10880 WILSHIRE BLVD STE 800 CITY: LOS ANGELES STATE: CA ZIP: 90024-4163 BUSINESS PHONE: 2134759411 11-K 1 ANNUAL REPORT ON FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended: December 31, 1996 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from __________ to ___________ Commission File Number: 0-20609 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: WHITTAKER CORPORATION PARTNERSHIP PLAN B. Name of issuer of the Securities held pursuant to the plan and the address of its principal executive office: WHITTAKER CORPORATION 1955 N. SURVEYOR AVENUE SIMI VALLEY, CALIFORNIA 93063-3386 Audited Financial Statements and Supplemental Schedules Whittaker Corporation Partnership Plan Years ended December 31, 1996 and 1995 with Report of Independent Auditors Whittaker Corporation Partnership Plan Audited Financial Statements and Supplemental Schedules Years ended December 31, 1996 and 1995 CONTENTS Report of Independent Auditors................................ 1 Audited Financial Statements Statements of Net Assets Available for Benefits............... 2 Statements of Changes in Net Assets Available for Benefits.... 3 Notes to Financial Statements................................. 4 Supplemental Schedules Schedule of Assets Held for Investment Purposes............... 18 Schedule of Reportable Transactions........................... 20
Report of Independent Auditors To the Administrative Committee Whittaker Corporation Partnership Plan We have audited the accompanying statements of net assets available for benefits of the Whittaker Corporation Partnership Plan (the Plan) as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1996 and 1995, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the auditing procedures applied in our audit of the 1996 financial statements and, in our opinion, are fairly stated in all material respects in relation to the 1996 financial statements taken as a whole. ERNST & YOUNG LLP June 20, 1997 1 Whittaker Corporation Partnership Plan Statements of Net Assets Available for Benefits
DECEMBER 31 1996 1995 -------------------------------- ASSETS Cash $ 21,916 $ 354,871 Investments, at fair value (Note 3) 34,503,538 33,624,291 Receivables: Contributions 101,061 2,044,691 Accrued interest and dividends 40,779 110,896 Other 27,391 -- -------------------------------- Total assets 34,694,685 36,134,749 -------------------------------- LIABILITIES Accrued expenses 53,979 40,320 Other 24,739 23,576 -------------------------------- Total liabilities 78,718 63,896 -------------------------------- Net assets available for benefits $34,615,967 $36,070,853 ================================
See accompanying notes. 2 Whittaker Corporation Partnership Plan Statements of Changes in Net Assets Available for Benefits
YEAR ENDED DECEMBER 31 1996 1995 ------------------------------- Additions to net assets attributed to: Investment income: Net realized and unrealized appreciation (depreciation) in fair value of investments (Note 3) $(1,328,261) $1,488,791 Interest and dividend income 1,486,051 2,011,308 Contributions: Participants 2,434,627 2,508,283 Employer 881,888 2,813,406 ------------------------------- Total additions 3,474,305 8,821,788 Deductions from net assets attributed to: Benefits paid to participants (Note 2) 4,769,033 6,278,344 Administrative expenses 160,158 178,620 ------------------------------- Total deductions 4,929,191 6,456,964 ------------------------------- Net (decrease) increase (1,454,886) 2,364,824 Net assets available for benefits at beginning of year 36,070,853 33,706,029 ------------------------------- Net assets available for benefits at end of year $34,615,967 $36,070,853 ===============================
See accompanying notes. 3 Whittaker Corporation Partnership Plan Notes to Financial Statements December 31, 1996 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying financial statements of the Whittaker Corporation Partnership Plan (the Plan) are prepared on the accrual basis of accounting. VALUATION OF INVESTMENTS Investments in securities are stated at fair value. The investments in Whittaker Corporation and BioWhittaker, Inc. common stock are stated at fair value based on closing sales prices on the last business day of the year. Investments in mutual funds are based upon redemption value on the last business day of the year as determined by the investment manager. The mutual fund investment portfolios may include transactions with off-balance sheet risks. However, the Plan's exposure to risk is limited to the amount of its investment in the mutual fund. Statement of Position 94-4, "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans" (SOP 94-4) requires that the Plan change its method of valuing deposits with insurance companies from contract value to fair value effective January 1, 1996. Contract value represents contributions made under the contract plus interest at the contract rate, less periodic distributions. Deposits with insurance companies are stated at contract value, which approximates fair value. Investments in Schwab Retirement Money Fund and Schwab Institutional Advantage Money Fund, which are short-term investment funds, are carried at cost which approximates fair value. 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. 4 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 1. Significant Accounting Policies (CONTINUED) RECLASSIFICATION Certain previously reported 1995 balances have been reclassified to conform with the 1996 presentation. 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan to which eligible employees may voluntarily elect to contribute stated percentages of their compensation (as defined). Prior to July 1, 1996, an employee of Whittaker Corporation (the Company) was generally eligible to become a participant after completion of 90 days of eligibility service. Effective July 1, 1996, the Plan was amended to change the date of eligibility to commence with employment. Participants should refer to the Summary Plan Description and Plan document for more complete information. CONTRIBUTIONS Participants may voluntarily contribute through salary deferrals up to 12% of aggregate compensation received during all periods of participation. Effective January 1, 1996, salary deferral contributions were limited to $9,500 per calendar year, subject to upward adjustment pursuant to the Internal Revenue Code. The Company contributes on behalf of the participant an amount which is based on the participant's contributions. The Company's matching contributions are invested primarily in the Whittaker Common Stock Fund. In addition to matching contributions, starting with the 1995 fiscal year, the Company, at the discretion of the board of directors, may contribute on behalf of the participants amounts based on the attainment of certain pre-established goals for the Company, subject to certain limitations. At December 31, 1995, contributions receivable included the Company's 1995 profit sharing contributions of $1,891,468. There were no profit sharing contributions for fiscal 1996. 5 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) INVESTMENT OPTIONS The individual accounts of each participant are held and invested by the Charles Schwab Trust Company (the Trustee) in one or more of the following funds, in accordance with the available investment options selected by the participant: Whittaker Common Stock Fund - An unsegregated fund which may only invest in Common Stock of the Company and securities convertible into Common Stock of the Company, or warrants or other rights to purchase Common Stock of the Company received as a result of holdings of such Common Stock. Stable Value Asset Fund - An unsegregated fund invested in guaranteed-income contracts issued by various insurance companies, Franklin Stable Value Fund, Dreyfus-Certus Stable Value Fund, and high quality money market instruments. The fund may also invest in U.S. government and U.S. government agency securities. High Quality Intermediate Corporate Bond Fund - Invested in Fidelity Intermediate Bond Fund, a mutual fund which invests in high-quality corporate obligations, U.S. government securities, obligations of major U.S. banks, prime commercial paper, and other similar instruments. Balanced Fund - Invested in T. Rowe Price Balanced Fund, Inc., a mutual fund which invests approximately 60% of its assets in common stocks and at least 25% of its assets in senior fixed income securities. The fund may invest up to 15% of its assets in foreign securities, and up to 20% of its assets in mortgage-backed securities. The fund may also invest up to 10% of its assets in debt securities rated below investment grade. Growth Fund - Invested in Twentieth Century Investors, Inc., Growth Investors, a mutual fund which invests in equity securities of large, established companies having positive trends in both earnings and revenues, and a high degree of liquidity. Up to 10% of fund assets may be held in cash. International Equity Fund - Invested in Templeton Foreign Fund series of Templeton Funds, Inc., a mutual fund which invests primarily in stocks and debt securities of companies outside of the U.S. It maintains a flexible investment policy and can invest in a broad variety of different types of securities and in any foreign country, developed or undeveloped. The fund may invest up to 5% of its assets in medium-quality or high-risk lower-quality debt securities. 6 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) Value Fund - Invested in Scudder Growth and Income Fund, a mutual fund which invests primarily in stocks that are undervalued relative to the overall stock market. Dividend yield is one of the primary valuation characteristics utilized in stock selection. This fund was added as an investment option effective October 1, 1996. BioWhittaker, Inc. Common Stock Fund - An unsegregated fund invested in BioWhittaker, Inc. Common Stock. This fund was established in December 1991 as a result of Whittaker Corporation's spin-off of BioWhittaker, Inc. and a resulting distribution of BioWhittaker, Inc. Common Stock to the Plan. No future contributions or transfers can be directed to this fund. Participant Loan Fund - Plan participants may borrow the lesser of $50,000 or one half of the participants' vested value in certain accounts. Amounts borrowed must be repaid within five years, unless the loan is used for the purchase of a primary residence, which requires repayment within 15 years. Interest is charged at the trustee's prime rate at the date of loan approval. VESTING Amounts (other than profit sharing contributions) allocated to a participant's account are fully vested. Amounts allocated to a participant's profit sharing account become vested at 20% per year of eligibility service, beginning with the third year of service, and are fully vested with seven or more years of service. Participants who terminate employment with the Company forfeit their unvested account balance. All amounts forfeited are used to reduce the Company's discretionary and matching contributions to be made in the Plan year that amounts are forfeited. UNALLOCATED PLAN ASSETS During 1992, the Whittaker Common Stock Fund received certain amounts representing its share of the proceeds from a class action legal settlement. It has not yet been determined how these unallocated Plan assets will be allocated among current and former participants. 7 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 2. DESCRIPTION OF THE PLAN (CONTINUED) DISTRIBUTIONS Distributions are payable to participants or their beneficiaries in a lump-sum amount equal to their vested account balances upon retirement, disability, death or termination of employment. At December 31, 1996 and 1995, distributions payable to terminated, retired, or withdrawing employees were not material. TERMINATION PROVISIONS The Company has the right to discontinue its contributions at any time and to terminate the Plan. In the event of such termination, participants will receive a distribution equal to the vested value of their individual accounts. 3. INVESTMENTS The Plan's investments are held by Charles Schwab Trust Company. During 1996 and 1995, the Plan's investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:
NET APPRECIATION (DEPRECIATION) FAIR VALUE IN FAIR VALUE AT END DURING YEAR OF YEAR ------------------------------- Year ended December 31, 1996: Schwab Retirement Money Fund $ -- $ 574,793 Schwab Institutional Advantage Money Fund -- 821,167 Whittaker Corporation Common Stock (2,996,389) 4,018,209 Fidelity Intermediate Bond Fund (54,231) 1,698,474 T. Rowe Price Balanced Fund, Inc. 503,886 6,048,269 Twentieth Century Investors Inc., Growth Investors 751,855 5,143,910 Templeton Foreign Fund series of Templeton Funds, Inc. 462,433 3,981,805 Scudder Growth and Income Fund (1,770) 1,292,580 BioWhittaker, Inc. Common Stock 5,955 641,120 Participant loans -- 2,038,696 Dreyfus-Certus Stable Value Fund -- 4,947,741 Amounts held by insurance companies in group annuity contracts -- 3,296,774 ------------------------------- $(1,328,261) $34,503,538 ==============================
8 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED)
NET APPRECIATION (DEPRECIATION) FAIR VALUE IN FAIR VALUE AT END DURING YEAR OF YEAR ------------------------------ Year ended December 31, 1995: Schwab Retirement Money Fund $ -- $ 1,557,990 Whittaker Corporation Common Stock 394,189 6,932,573 Fidelity Intermediate Bond Fund 82,380 1,577,605 T. Rowe Price Balanced Fund, Inc. 727,569 4,818,228 Twentieth Century Investors Inc., Growth Investors 90,131 5,159,704 Templeton Foreign Fund series of Templeton Funds, Inc. 132,827 3,473,205 BioWhittaker, Inc. Common Stock 61,695 678,068 Participant loans -- 1,680,351 Franklin Stable Value Fund -- 2,484,868 Amounts held by insurance companies in group annuity contracts -- 5,261,699 ----------------------------- $1,488,791 $33,624,291 =============================
The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows:
DECEMBER 31 1996 1995 ---------------------------- Whittaker Corporation Common Stock $4,018,209 $6,932,573 T. Rowe Price Balanced Fund, Inc. 6,048,269 4,818,228 Twentieth Century Investors Inc., Growth Investors 5,143,910 5,159,704 Templeton Foreign Fund series of Templeton Funds, Inc. 3,981,805 3,473,205 Franklin Stable Value Fund -- 2,484,868 Dreyfus-Certus Stable Value Fund 4,947,741 -- Aetna Life Insurance Company, Group Annuity Contract, 5.22%, 50% matures February 17, 1997, remainder matures September 15, 1997 1,781,565 --
9 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 3. INVESTMENTS (CONTINUED) At December 31, 1996, the Stable Value Asset Fund held $3,296,774 of group annuity contracts with three separate insurance companies. Total annual principal installments to be received under these contracts, based on contract terms, are $1,781,565 in 1997 and $1,515,209 in 1998. Early withdrawals are permitted under certain of these contracts but are subject to adjustments, the most restrictive of which is a forfeiture of interest on amounts withdrawn and that any withdrawals will reduce the next scheduled installment. There are no reserves against these contracts for credit risk of the contract issuer or otherwise. The average yields and crediting interest rates ranged from approximately 4.65% to 8.25% during 1996 and 1995. At December 31, 1996, the Stable Value Asset Fund held an investment of $475,369 in a group annuity contract with Aurora National Life Assurance Company (ANLAC). In April 1991, Executive Life Insurance Company (ELIC), which was the original issuer of the contract, was placed in a court-supervised conservatorship by the California State Insurance Commissioner. The ELIC contract, which was scheduled to mature January 9, 1993, went into default on that date. A realized loss of $135,896 was recognized during 1993 to reflect the contract at its restructured contract value of $488,896. During 1993, the contract was transferred to ANLAC by reinsurance and assumption after being restructured, pursuant to the order of the California Superior Court. Each participant's share in the Executive Life group annuity contract as of June 30, 1991, has been segregated within the Stable Value Asset Fund, and a detailed record of such is being maintained by the Trustee until the scheduled maturity of the contract in 1998. Accordingly, Stable Value Asset Fund distributions, transfers, and withdrawals after June 1991 do not include the segregated asset and new contributions have not been affected. 10 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 4. INVESTMENT FUNDS The net assets available for benefits as of December 31, 1996 and 1995, for each investment fund are as follows:
WHITTAKER STABLE CORPORATE COMMON STOCK VALUE ASSET BOND BALANCED GROWTH 1996 FUND FUND FUND FUND FUND - ------------------------------- ----------------------------------------------------------------------------- ASSETS Cash $ 16,681 $ 2,289 $ -- $ -- $ 2,675 Investments 4,611,623 9,027,119 1,700,336 6,054,898 5,149,548 Contributions receivable 28,853 20,739 4,550 13,958 16,249 Accrued interest and dividends -- 40,779 -- -- -- Other 2,887 9,241 1,652 5,087 4,393 ----------------------------------------------------------------------------- Total assets 4,660,044 9,100,167 1,706,538 6,073,943 5,172,865 ----------------------------------------------------------------------------- LIABILITIES Accrued expenses 5,962 20,176 2,649 8,730 8,357 Other 24,739 -- -- -- -- ----------------------------------------------------------------------------- Total liabilities 30,701 20,176 2,649 8,730 8,357 ----------------------------------------------------------------------------- Net assets available for benefits $4,629,343 $9,079,991 $1,703,889 $6,065,213 $5,164,508 =============================================================================
WHITTAKER STABLE CORPORATE COMMON STOCK VALUE ASSET BOND BALANCED GROWTH 1995 FUND FUND FUND FUND FUND - ------------------------------- ------------------------------------------------------------------------------- ASSETS Cash $ 11,405 $ 147,279 $ 30,397 $ 28,239 $ 122,960 Investments 7,484,311 8,743,868 1,578,445 4,820,795 5,162,454 Contributions receivable 215,312 746,839 116,378 310,557 374,821 Accrued interest and dividends -- 37,721 8,743 -- -- ------------------------------------------------------------------------------- Total assets 7,711,028 9,675,707 1,733,963 5,159,591 5,660,235 ------------------------------------------------------------------------------- LIABILITIES Accrued expenses 6,159 21,432 1,252 3,834 4,311 Interfund payable (receivable) (37,804) 21,376 (35,412) 29,253 (167,163) Other 23,576 -- -- -- -- ------------------------------------------------------------------------------- Total liabilities (8,069) 42,808 (34,160) 33,087 (162,852) ------------------------------------------------------------------------------- Net assets available for benefits $7,719,097 $9,632,899 $1,768,123 $5,126,504 $5,823,087 ===============================================================================
11 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued)
INTERNATIONAL BIOWHITTAKER PARTICIPANT EQUITY VALUE COMMON LOAN 1996 FUND FUND STOCK FUND FUND TOTAL - ------------------------------- ------------------------------------------------------------------------------------ ASSETS Cash $ -- $ -- $ 271 $ -- $ 21,916 Investments 3,986,169 1,293,997 641,152 2,038,696 34,503,538 Contributions receivable 11,452 5,260 -- -- 101,061 Accrued interest and dividends -- -- -- -- 40,779 Other 3,646 485 -- -- 27,391 ------------------------------------------------------------------------------------ Total assets 4,001,267 1,299,742 641,423 2,038,696 34,694,685 ------------------------------------------------------------------------------------ Accrued expenses 5,985 1,036 1,084 -- 53,979 Other -- -- -- -- 24,739 ------------------------------------------------------------------------------------ Total liabilities 5,985 1,036 1,084 -- 78,718 ------------------------------------------------------------------------------------ Net assets available for benefits $3,995,282 $1,298,706 $640,339 $2,038,696 $34,615,967 ====================================================================================
INTERNATIONAL BIOWHITTAKER PARTICIPANT EQUITY COMMON LOAN 1995 FUND STOCK FUND FUND TOTAL - ------------------------------- ------------------------------------------------------------------- ASSETS Cash $ 14,511 $ 80 $ -- $ 354,871 Investments 3,475,056 678,995 1,680,367 33,624,291 Contributions receivable 280,784 -- -- 2,044,691 Accrued interest and dividends 64,432 -- -- 110,896 ------------------------------------------------------------------- Total assets 3,834,783 679,075 1,680,367 36,134,749 ------------------------------------------------------------------- LIABILITIES Accrued expenses 2,806 526 -- 40,320 Interfund payable (receivable) 187,233 2,517 -- -- Other -- -- -- 23,576 ------------------------------------------------------------------- Total liabilities 190,039 3,043 -- 63,896 ------------------------------------------------------------------- Net assets available for benefits $3,644,744 $676,032 $1,680,367 $36,070,853 ===================================================================
12 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 4. INVESTMENT FUNDS (CONTINUED) For the years ended December 31, 1996 and 1995, the changes in net assets available for benefits of each investment fund are as follows:
WHITTAKER STABLE CORPORATE COMMON STOCK VALUE ASSET BOND BALANCED 1996 FUND FUND FUND FUND - ------------------------------------------ ------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $(2,996,389) $ -- $ (54,231) $ 503,886 Interest and dividends 26,679 640,945 116,531 253,530 ------------------------------------------------------------------- (2,969,710) 640,945 62,300 757,416 Contributions: Participants 223,067 629,402 157,702 460,732 Employer matching 703,003 74,499 11,962 29,503 ------------------------------------------------------------------- 926,070 703,901 169,664 490,235 Loan repayments 100,969 170,433 50,200 149,304 ------------------------------------------------------------------- Total additions (1,942,671) 1,515,279 282,164 1,396,955 Deductions from net assets attributed to: Benefits paid to participants 853,737 1,553,012 197,417 643,518 Administrative expenses 19,384 65,395 7,094 24,464 Loans issued 30,167 531,251 83,756 217,449 ------------------------------------------------------------------- Total deductions 903,288 2,149,658 288,267 885,431 ------------------------------------------------------------------- Net increase (decrease) prior to interfund transfers (2,845,959) (634,379) (6,103) 511,524 Interfund transfers, net (243,795) 81,471 (58,131) 427,185 ------------------------------------------------------------------- Net increase (decrease) (3,089,754) (552,908) (64,234) 938,709 Net assets available for benefits at beginning of year 7,719,097 9,632,899 1,768,123 5,126,504 ------------------------------------------------------------------- Net assets available for benefits at end of year $ 4,629,343 $9,079,991 $1,703,889 $6,065,213 ===================================================================
13 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued)
INTERNATIONAL BIOWHITTAKER PARTICIPANT GROWTH EQUITY VALUE COMMON LOAN 1996 FUND FUND FUND STOCK FUND FUND TOTAL - ------------------------------------------ ------------------------------------------------------------------------ Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $ 751,855 $ 462,433 $ (1,770) $ 5,955 $ -- $(1,328,261) Interest and dividends 98,808 170,323 54,369 29 124,837 1,486,051 ------------------------------------------------------------------------ 850,663 632,756 52,599 5,984 124,837 157,790 Contributions: Participants 559,913 376,793 27,018 -- -- 2,434,627 Employer matching 33,216 26,566 2,200 939 -- 881,888 ------------------------------------------------------------------------ 593,129 403,359 29,218 939 -- 3,316,515 Loan repayments 141,128 92,037 2,981 -- (707,052) -- ------------------------------------------------------------------------ Total additions 1,584,920 1,128,152 84,798 6,923 (582,215) 3,474,305 Deductions from net assets attributed to: Benefits paid to participants 685,555 567,654 -- 61,070 207,070 4,769,033 Administrative expenses 22,375 16,026 2,774 2,646 -- 160,158 Loans issued 174,700 110,291 -- -- (1,147,614) -- ------------------------------------------------------------------------ Total deductions 882,630 693,971 2,774 63,716 (940,544) 4,929,191 ------------------------------------------------------------------------ Net increase (decrease) prior to interfund transfers 702,290 434,181 82,024 (56,793) 358,329 (1,454,886) Interfund transfers, net (1,360,869) (83,643) 1,216,682 21,100 -- -- -------------------------------------------------------------------------- Net increase (decrease) (658,579) 350,538 1,298,706 (35,693) 358,329 (1,454,886) Net assets available for benefits at beginning of year 5,823,087 3,644,744 -- 676,032 1,680,367 36,070,853 -------------------------------------------------------------------------- Net assets available for benefits at end of year $ 5,164,508 $3,995,282 $1,298,706 $640,339 $ 2,038,696 $34,615,967 ==========================================================================
14 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued)
WHITTAKER STABLE CORPORATE COMMON STOCK VALUE ASSET BOND BALANCED 1995 FUND FUND FUND FUND - -------------------------------------------------------------------------------------------------------------------- Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 394,189 $ -- $ 82,380 $ 727,569 Interest and dividends 53,623 602,727 106,455 255,074 ------------------------------------------------------------------- 447,812 602,727 188,835 982,643 Contributions: Participants 242,419 724,976 178,163 435,200 Employer matching 741,713 77,959 13,220 27,596 Employer profit sharing 172,903 708,526 110,322 290,887 ------------------------------------------------------------------- 1,157,035 1,511,461 301,705 753,683 Loan repayments 98,492 134,691 27,307 90,208 ------------------------------------------------------------------- Total additions 1,703,339 2,248,879 517,847 1,826,534 Deductions from net assets attributed to: Benefits paid to participants 520,430 4,846,896 71,798 248,207 Administrative expenses 30,293 71,895 7,452 22,591 Loans issued 9,041 231,940 43,755 96,184 ------------------------------------------------------------------- Total deductions 559,764 5,150,731 123,005 366,982 ------------------------------------------------------------------- 1,143,575 (2,901,852) 394,842 1,459,552 Interfund transfers, net (93,576) (209,997) 120,681 (10,162) ------------------------------------------------------------------- Net increase (decrease) 1,049,999 (3,111,849) 515,523 1,449,390 Net assets available for benefits at beginning of year 6,669,098 12,744,748 1,252,600 3,677,114 ------------------------------------------------------------------- Net assets available for benefits at end of year $7,719,097 $ 9,632,899 $1,768,123 $5,126,504 ===================================================================
15 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued)
INTERNATIONAL BIOWHITTAKER PARTICIPANT GROWTH EQUITY COMMON LOAN 1995 FUND FUND STOCK FUND FUND TOTAL - ------------------------------------------------------------------------------------------------------------------------ Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments $ 90,131 $ 132,827 $ 61,695 $ -- $ 1,488,791 Interest and dividends 743,455 249,629 217 128 2,011,308 ------------------------------------------------------------------------------ 833,586 382,456 61,912 128 3,500,099 Contributions: Participants 479,831 447,694 -- -- 2,508,283 Employer matching 29,107 32,343 -- -- 921,938 Employer profit sharing 348,410 260,420 -- -- 1,891,468 ------------------------------------------------------------------------------ 857,348 740,457 -- -- 5,321,689 Loan repayments 103,093 73,636 -- (527,427) -- ------------------------------------------------------------------------------ Total additions 1,794,027 1,196,549 61,912 (527,299) 8,821,788 Deductions from net assets attributed to: Benefits paid to participants 224,146 179,204 79,441 108,222 6,278,344 Administrative expenses 24,373 16,330 5,686 -- 178,620 Loans issued 193,808 127,746 -- (702,474) -- ------------------------------------------------------------------------------ Total deductions 442,327 323,280 85,127 (594,252) 6,456,964 ------------------------------------------------------------------------------ 1,351,700 873,269 (23,215) 66,953 2,364,824 Interfund transfers, net 557,237 (338,912) (25,271) -- -- ------------------------------------------------------------------------------ Net increase (decrease) 1,908,937 534,357 (48,486) 66,953 2,364,824 Net assets available for benefits at beginning of year 3,914,150 3,110,387 724,518 1,613,414 33,706,029 ------------------------------------------------------------------------------ Net assets available for benefits at end of year $5,823,087 $3,644,744 $676,032 $1,680,367 $36,070,853 ==============================================================================
16 Whittaker Corporation Partnership Plan Notes to Financial Statements (continued) 5. INCOME TAX STATUS The Internal Revenue Service has issued a determination letter dated June 12, 1995, that the Plan qualifies, in form, under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the Code) and the underlying trust is, therefore, exempt from federal income taxes under Section 501(a) of the Code. The Plan is required to operate in accordance with the Code to maintain its tax qualification. The Administrative Committee is not aware of any course of actions or series of events that have occurred which might adversely affect the Plan's qualified status. 17 WHITTAKER CORPORATION PARTNERSHIP PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996
SHARES/FACE CURRENT IDENTITY OF ISSUE AMOUNT COST VALUE - -------------------------------------------------------------------------------------- The Charles Schwab Family of Funds* Schwab Retirement Money Fund $ 574,793 $ 574,793 $ 574,793 The Charles Schwab Family Funds* Schwab Institutional Advantage Money Fund 821,167 821,167 821,167 Whittaker Corporation* Common Stock 318,274 3,617,265 4,018,209 Fidelity Intermediate Bond Fund 168,499 1,683,408 1,698,474 T. Rowe Price Balanced Fund, Inc. 417,698 5,085,199 6,048,269 Twentieth Century Investors Inc., Growth Investors 235,096 4,901,464 5,143,910 Templeton Foreign Fund series of Templeton Funds, Inc. 384,344 3,564,832 3,981,805 Scudder Growth and Income Fund 55,643 1,295,157 1,292,580 BioWhittaker, Inc.* Common Stock 80,140 287,374 641,120 Participant Loans* 2,038,696 2,038,696 2,038,696 Dreyfus-Certus Stable Value Fund 4,947,741 4,947,741 4,947,741 Aetna Life Insurance Company, Group Annuity Contract, 5.22%, 50% matures February 17, 1997, remainder matures September 15, 1997 $1,781,565 1,781,565 1,781,565
*Indicates a party-in-interest to the Plan. 18 WHITTAKER CORPORATION PARTNERSHIP PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED) DECEMBER 31, 1996
SHARES/FACE CURRENT IDENTITY OF ISSUE AMOUNT COST VALUE - -------------------------------------------------------------------------------------- Allstate Life Insurance Company, Group Annuity Contract, 7.39%, matures October 15, 1998 $1,039,840 $1,039,840 $ 1,039,840 Aurora National Life Assurance Company, Group Annuity Contract, 5.61%, matures September 3, 1998 $ 475,369 475,369 475,369 ----------- Total assets held for investment purposes $34,503,538 ===========
19 WHITTAKER CORPORATION PARTNERSHIP PLAN SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1996
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PURCHASE PRICE - ----------------------------------------------------------------------------------- Category (i) - A single transaction in excess of 5% of Plan assets. The Charles Schwab Family of Funds* Schwab Retirement Money Fund $ -- The Charles Schwab Family of Funds* Schwab Institutional Advantage Money Fund 2,351,687 The Charles Schwab Family of Funds* Schwab Institutional Advantage Money Fund -- The Charles Schwab Family of Funds* Schwab Institutional Advantage Money Fund 2,600,514 The Charles Schwab Family of Funds* Schwab Institutional Advantage Money Fund -- The Dreyfus Trust Company Dreyfus-Certus Stable Value Fund 2,400,000 The Dreyfus Trust Company Dreyfus-Certus Stable Value Fund 2,000,000 Franklin Templeton Franklin Stable Value Fund --
*Indicates a party-in-interest to the Plan. 20
CURRENT VALUE OF ASSET ON SELLING COST OF TRANSACTION NET GAIN IDENTITY OF PARTY INVOLVED PRICE ASSET DATE (LOSS) - --------------------------------------------------------------------------------------------------- Category (i) - A single transaction in excess of 5% of Plan assets. The Charles Schwab Family of Funds* $2,365,510 $2,365,510 $2,365,510 $ -- The Charles Schwab Family of Funds* -- 2,351,687 2,351,687 -- The Charles Schwab Family of Funds* 2,400,000 2,400,000 2,400,000 -- The Charles Schwab Family of Funds* -- 2,600,514 2,600,514 -- The Charles Schwab Family of Funds* 2,000,000 2,000,000 2,000,000 -- The Dreyfus Trust Company -- 2,400,000 2,400,000 -- The Dreyfus Trust Company -- 2,000,000 2,000,000 -- Franklin Templeton 2,600,514 2,600,514 2,600,514 --
21 WHITTAKER CORPORATION PARTNERSHIP PLAN SCHEDULE OF REPORTABLE TRANSACTIONS (CONTINUED) YEAR ENDED DECEMBER 31, 1996
NUMBER OF VALUE OF PURCHASES PURCHASES DESCRIPTION OF ASSETS (SALES) (SALES) NET GAIN (LOSS) - ------------------------------------------------------------------------------------------------------ Category (iii) - Series of securities transactions in excess of 5% of Plan assets. The Charles Schwab Family of Funds* Schwab Retirement Money Fund 162 $ 3,378,467 $ -- (41) (4,361,665) -- The Charles Schwab Family of Funds* Schwab Institutional Advantage Money Fund 163 7,882,908 -- (43) (7,061,741) -- Whittaker Corporation* Whittaker Corporation Common Stock 76 1,345,009 -- (44) (641,995) 238,559 The Dreyfus Trust Company Dreyfus-Certus Stable Value Fund 6 4,947,741 -- Franklin Templeton Franklin Stable Value Fund 10 115,646 -- (1) (2,600,514) -- Twentieth Century Investors Inc., Growth Investors 197 1,553,915 -- (58) (2,321,565) 95,996 T. Rowe Price Balanced Fund, Inc. 202 1,755,275 -- (53) (1,029,121) 141,384 Templeton Foreign Fund series of Templeton Funds, Inc. 192 1,229,269 -- (45) (1,183,102) 81,280
There were no category (ii) or (iv) reportable transactions during the year ended December 31, 1996. *Indicates a party-in-interest to the Plan. 22 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Whittaker Corporation Partnership Plan Date: June 27, 1997 By: /s/ Charles E. Barrantes ---------------------------------- Charles E. Barrantes Vice President and Chief Financial Officer EXHIBIT INDEX -------------
Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 23.1 Independent Auditor's Consent
EX-23.1 2 CONSENT OF ERNST & YOUNG LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in Post-Effective Amendment Number 1-B to Registration Statement Number 33-04320 on Form S-4 dated March 26, 1986, as supplemented and amended to date, Post-Effective Amendment Number 2-B to Registration Statement Number 33-04320 on Form S-8 to Form S-4 dated June 1, 1987, and Registration Statement Number 33-35763 on Form S-8 dated July 6, 1990, of our report dated June 20, 1997, with respect to the financial statements and schedules of the Whittaker Corporation Partnership Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1996. Ernst & Young LLP Los Angeles, California June 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----