<PAGE>
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, 1995
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: 1-5407
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
<PAGE>
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
WHITTAKER CORPORATION PARTNERSHIP PLAN
YEARS ENDED DECEMBER 31, 1995 AND 1994
WITH REPORT OF INDEPENDENT AUDITORS
<PAGE>
Whittaker Corporation Partnership Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1995 and 1994
CONTENTS
<TABLE>
<S> <C>
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
Assets Held for Investment Purposes...................................18
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets........................................20
</TABLE>
<PAGE>
[LETTERHEAD OF ERNST & YOUNG LLP]
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, 1995 and 1994, 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, 1995 and 1994, 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, 1995,
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 the audit of the 1995 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the 1995
financial statements taken as a whole.
/s/ Ernst & Young LLP
June 27, 1996
1
<PAGE>
Whittaker Corporation Partnership Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
--------------------------
<S> <C> <C>
ASSETS
Cash $ 354,871 $ 732,046
Investments, at fair value (Note 3) 33,624,291 32,485,991
Receivables:
Contributions 2,044,691 483,857
Accrued interest and dividends 110,896 82,517
Other -- 164,825
--------------------------
Total assets 36,134,749 33,949,236
--------------------------
LIABILITIES
Accrued expenses 40,320 96,074
Other 23,576 147,133
--------------------------
Total liabilities 63,896 243,207
--------------------------
Net assets available for benefits $36,070,853 $33,706,029
==========================
</TABLE>
See accompanying notes.
2
<PAGE>
Whittaker Corporation Partnership Plan
Statements of Changes in Net Assets Available for Benefits
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1995 1994
--------------------------
<S> <C> <C>
ADDITIONS
Contributions from participants $ 2,508,283 $ 1,830,679
Contributions from employer 2,813,406 784,292
Interest and dividend income 2,011,308 1,315,010
Plan merger (Note 6) -- 8,821,466
--------------------------
7,332,997 12,751,447
DEDUCTIONS
Distributions to participants (Note 2) 6,278,344 4,638,110
Administrative expenses 178,620 185,714
--------------------------
6,456,964 4,823,824
--------------------------
876,033 7,927,623
Net realized and unrealized
appreciation in fair value of
investments (Note 3) 1,488,791 668,558
--------------------------
Net increase 2,364,824 8,596,181
Net assets available for benefits at
beginning of year 33,706,029 25,109,848
--------------------------
Net assets available for benefits at
end of year $36,070,853 $33,706,029
==========================
</TABLE>
See accompanying notes.
3
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements
December 31, 1995
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. The investment in the Bankers Trust Company BT Pyramid Equity Index Fund
is stated at the market value of the fund portfolio as computed by Bankers Trust
Company.
Deposits with insurance companies are stated at contract value, which
approximates fair value. Contract value represents contributions made under the
contract plus interest at the contract rate, less periodic distributions.
Investments in the Schwab Retirement Money Fund, Bankers Trust Company BT
Pyramid Discretionary Account Cash Fund, and Bankers Trust Company BT Pyramid
Directed Account Cash Fund, all of which are short-term investment funds, are
carried at cost which approximates fair value.
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). Generally, an employee of Whittaker Corporation (the Company) is
eligible to become a participant after completion of 90 days of eligibility
service. Participants should refer to the Summary Plan Description and Plan
document for more complete information.
4
<PAGE>
Whittaker corporation Partnership Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
Participants may voluntarily contribute through salary deferrals up to 12% of
aggregate compensation received during all periods of participation. Effective
January 1, 1995, salary deferral contributions were limited to $9,240 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 participant 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.
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, and high quality money market instruments. The fund may also
invest in U.S. government and U.S. government agency securities. Prior to
November 1, 1994, this fund was known as the Fixed Income Fund.
5
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
High Quality Intermediate Corporate Bond Fund - Invested in Fidelity
Advisor 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, 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.
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.
6
<PAGE>
WHITTAKER CORPORATION PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
Effective November 1, 1994, the following fund was discontinued as an investment
alternative under the Plan. Amounts held in this fund were transferred to one or
more of the other investment funds based on the direction of each participant.
Diversified Portfolio Fund - An unsegregated fund which may only invest in
equity or other securities including, but not limited to, common stock,
preferred stock, securities convertible into stock, interest-bearing
securities, cash and cash equivalents, options, puts, calls or similar
arrangements, and pooled funds maintained by the Trustee and invested in
any of the foregoing securities, provided that no such investment may be
made in securities issued by the Company. Since September 1, 1988, this
Fund had been invested in the Bankers Trust Company BT Pyramid Equity Index
Fund, which is principally a portfolio of common stocks included in the
Standard and Poor's Composite Index of 500 stocks.
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.
DISTRIBUTIONS
Distributions are payable to participants or their beneficiaries in a lump-sum
amount equal to their account balances upon retirement, disability, death or
termination of employment. At December 31, 1995 and 1994, there were $390 and
$67,823, respectively, of distributions payable to terminated, retired, or
withdrawing employees.
7
<PAGE>
WHITTAKER CORPORATION PARTNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. DESCRIPTION OF THE PLAN (CONTINUED)
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 1995
and 1994, the Plan's investments (including investments bought, sold, as well as
held during the year) appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
NET
APPRECIATION
(DEPRECIATION) FAIR VALUE
IN FAIR VALUE AT END
DURING YEAR OF YEAR
-----------------------------------
<S> <C> <C>
Year ended December 31, 1995:
Schwab Retirement Money Fund $ -- $ 1,557,990
Whittaker Corporation Common Stock 394,189 6,932,573
Fidelity Advisor 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 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
==================================
</TABLE>
8
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
NET
APPRECIATION
(DEPRECIATION) FAIR VALUE
IN FAIR VALUE AT END
DURING YEAR OF YEAR
------------------------------------------
<S> <C> <C>
Year ended December 31, 1994:
Schwab Retirement Money Fund $ - $ 2,874,697
Commercial paper - 2,985,669
Bankers Trust Company BT Pyramid Equity
Index Fund 251,594 -
Whittaker Corporation Common Stock 1,015,473 5,387,391
Fidelity Advisor Intermediate Bond Fund (2,032) 1,246,242
T. Rowe Price Balanced Fund (77,970) 3,608,107
Twentieth Century Investors Inc.,
Growth Investors (482,638) 3,702,930
Templeton Foreign Fund (85,744) 2,993,060
BioWhittaker, Inc. Common Stock 49,875 733,226
Participant loans - 1,605,946
Amounts held by insurance companies in
group annuity contracts - 7,348,723
----------------------------------------
$ 668,558 $32,485,991
========================================
</TABLE>
The fair value of individual investments that represent 5% or more of the Plan's
net assets are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1995 1994
---------------------------------------
<S> <C> <C>
Schwab Retirement Money Fund $1,557,990 $ 2,874,697
Whittaker Corporation Common Stock 6,932,573 5,387,391
T. Rowe Price Balanced Fund, Inc. 4,818,228 3,608,107
Twentieth Century Investors Inc.,
Growth Investors 5,159,704 3,702,930
Templeton Foreign Fund 3,473,205 2,993,060
Franklin Stable Value Fund 2,484,868 -
</TABLE>
9
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
3. INVESTMENTS (CONTINUED)
At December 31, 1995, the Stable Value Asset Fund held $5,261,699 of group
annuity contracts with five separate insurance companies. Total annual principal
installments to be received under these contracts, based on contract terms, are
as follows:
<TABLE>
<CAPTION>
Years ending December 31,
-------------------------
<S> <C>
1996 $2,039,872
1997 1,693,091
1998 1,528,736
----------
$5,261,699
==========
</TABLE>
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.
At December 31, 1995, the Stable Value Asset Fund held an investment of $488,896
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
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUNDS
The net assets available for benefits as of December 31, 1995 and 1994, for each
investment fund are as follows:
<TABLE>
<CAPTION>
WHITTAKER STABLE CORPORATE
COMMON VALUE ASSET BOND BALANCED GROWTH
1995 STOCK FUND FUND FUND FUND FUND
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
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
====================================================================
<CAPTION>
WHITTAKER STABLE CORPORATE
COMMON VALUE ASSET BOND BALANCED GROWTH
1994 STOCK FUND FUND FUND FUND FUND
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash $ 721,657 $ 462 $ -- $ 1,481 $ 1,530
Investments 5,977,085 12,614,318 1,246,242 3,608,107 3,702,930
Contributions receivable 140,186 122,832 21,945 57,865 67,453
Accrued interest and dividends -- 53,224 -- -- --
Other 8,070 20,936 6,927 23,621 29,352
--------------------------------------------------------------------
Total assets 6,846,998 12,811,772 1,275,114 3,691,074 3,801,265
--------------------------------------------------------------------
LIABILITIES
Accrued expenses 18,601 42,930 3,543 9,743 10,629
Interfund payable (receivable) 137,047 24,094 18,971 4,217 (123,514)
Other 22,252 -- -- -- --
--------------------------------------------------------------------
Total liabilities 177,900 67,024 22,514 13,960 (112,885)
--------------------------------------------------------------------
Net assets available for benefits $6,669,098 $12,744,748 $1,252,600 $3,677,114 $3,914,150
====================================================================
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
EQUITY COMMON LOAN
1995 FUND STOCK FUND FUND TOTAL
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
====================================================================
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
EQUITY COMMON LOAN
1994 FUND STOCK FUND FUND TOTAL
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS
Cash $ 1,466 $ 928 $ 4,522 $ 732,046
Investments 2,993,060 733,226 1,611,023 32,485,991
Contributions receivable 73,576 -- -- 483,857
Accrued interest and dividends 29,293 -- -- 82,517
Other 15,713 -- 60,206 164,825
-------------------------------------------------------------------
Total assets 3,113,108 734,154 1,675,751 33,949,236
-------------------------------------------------------------------
LIABILITIES
Accrued expenses 8,857 1,771 -- 96,074
Interfund payable (receivable) (6,136) 7,865 (62,544) --
Other -- -- 124,881 147,133
--------------------------------------------------------------------
Total liabilities 2,721 9,636 62,337 243,207
--------------------------------------------------------------------
Net assets available for benefits $3,110,387 $724,518 $1,613,414 $33,706,029
====================================================================
</TABLE>
12
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUNDS (CONTINUED)
For the years ended December 31, 1995 and 1994, the changes in net assets
available for benefits of each investment fund are as follows:
<TABLE>
<CAPTION>
WHITTAKER STABLE CORPORATE
COMMON VALUE ASSET BOND BALANCED
1995 STOCK FUND FUND FUND FUND
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADDITIONS
Contributions from participants $ 242,419 $ 724,976 $ 178,163 $ 435,200
Contributions from employer 741,713 77,959 13,220 27,596
Company profit sharing contributions 172,903 708,526 110,322 290,887
Loan repayments 98,492 134,691 27,307 90,208
Interest and dividend income 53,623 602,727 106,455 255,074
---------------------------------------------------------
Total additions 1,309,150 2,248,879 435,467 1,098,965
DEDUCTIONS
Distributions 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
Interfund transfers, net 93,576 209,997 (120,681) 10,162
---------------------------------------------------------
Total deductions 653,340 5,360,728 2,324 377,144
---------------------------------------------------------
655,810 (3,111,849) 433,143 721,821
Net appreciation in fair value of
investments 394,189 -- 82,380 727,569
---------------------------------------------------------
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
=========================================================
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
GROWTH EQUITY COMMON LOAN
1995 FUND FUND STOCK FUND FUND TOTAL
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions from participants $ 479,831 $ 447,694 $ -- $ -- $ 2,508,283
Contributions from employer 29,107 32,343 -- -- 921,938
Company profit sharing contributions 348,410 260,420 -- -- 1,891,468
Loan repayments 103,093 73,636 -- (527,427) --
Interest and dividend income 743,455 249,629 217 128 2,011,308
---------------------------------------------------------------------------
Total additions 1,703,896 1,063,722 217 (527,299) 7,332,997
DEDUCTIONS
Distributions 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) --
Interfund transfers, net (557,237) 338,912 25,271 -- --
---------------------------------------------------------------------------
Total deductions (114,910) 662,192 110,398 (594,252) 6,456,964
---------------------------------------------------------------------------
1,818,806 401,530 (110,181) 66,953 876,033
Net appreciation in fair value of
investments 90,131 132,827 61,695 -- 1,488,791
---------------------------------------------------------------------------
1,908,937 534,357 (48,486) 66,953 2,364,824
Net increase (decrease)
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
============================================================================
</TABLE>
14
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. INVESTMENT FUNDS (CONTINUED)
<TABLE>
<CAPTION>
WHITTAKER DIVERSIFIED STABLE CORPORATE
COMMON PORTFOLIO VALUE ASSET BOND BALANCED
1994 STOCK FUND FUND FUND FUND FUND
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions from
participants $ 222,366 $ 549,993 $ 724,762 $ 34,265 $ 84,050
Contributions from
employer 687,154 14,226 60,225 2,900 5,977
Loan repayments 118,018 88,785 191,854 4,528 16,540
Interest and dividend income 21,070 23,225 553,160 822 97,120
Plan merger 480,580 - 1,616,579 481,536 2,030,106
------------------------------------------------------------------------------------------
Total additions 1,529,188 676,229 3,146,580 524,051 2,233,793
DEDUCTIONS
Distributions 959,394 1,075,796 2,036,129 - -
Administrative expenses 31,719 17,667 98,551 3,543 9,743
Loans issued 135,145 89,676 324,518 11,202 17,485
Interfund transfers, net 846,535 6,580,218 (2,310,640) (745,326) (1,548,519)
------------------------------------------------------------------------------------------
Total deductions 1,972,793 7,763,357 148,558 (730,581) (1,521,291)
------------------------------------------------------------------------------------------
(443,605) (7,087,128) 2,998,022 1,254,632 3,755,084
Net appreciation
(depreciation) in fair
value of investments 1,015,473 251,594 - (2,032) (77,970)
------------------------------------------------------------------------------------------
Net increase (decrease) 571,868 (6,835,534) 2,998,022 1,252,600 3,677,114
Net assets available for
benefits at beginning of
year 6,097,230 6,835,534 9,746,726 - -
------------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $6,669,098 $ - $12,744,748 $1,252,600 $3,677,114
==========================================================================================
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
GROWTH EQUITY COMMON LOAN
1994 FUND FUND STOCK FUND FUND TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C>
ADDITIONS
Contributions from participants $ 103,097 $ 112,146 $ - $ - $ 1,830,679
Contributions from employer 5,954 7,856 - - 784,292
Loan repayments 19,030 13,536 - (452,291) -
Interest and dividend income 534,646 29,293 541 55,133 1,315,010
Plan merger 2,271,714 1,375,875 - 565,076 8,821,466
-----------------------------------------------------------------------------------------------
Total additions 2,934,441 1,538,706 541 167,918 12,751,447
DEDUCTIONS
Distributions - - 226,939 339,852 4,638,110
Administrative expenses 10,629 8,857 5,005 - 185,714
Loans issued 14,680 18,428 21,588 (632,722) -
Interfund transfers, net (1,487,656) (1,684,710) 350,098 - -
-----------------------------------------------------------------------------------------------
(1,462,347) (1,657,425) 603,630 (292,870) 4,823,824
Total deductions 4,396,788 3,196,131 (603,089) 460,788 7,927,623
Net appreciation
(depreciation) in fair
value of investments (482,638) (85,744) 49,875 - 668,558
-----------------------------------------------------------------------------------------------
Net increase (decrease) 3,914,150 3,110,387 (553,214) 460,788 8,596,181
Net assets available for
benefits at beginning of
year - - 1,277,732 1,152,626 25,109,848
-----------------------------------------------------------------------------------------------
Net assets available for
benefits at end of year $3,914,150 $3,110,387 $ 724,518 $ 1,613,414 $33,706,029
===============================================================================================
</TABLE>
16
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Company has received a favorable determination letter from the Internal
Revenue Service dated June 12, 1995, that the Plan qualifies, in form, under
Sections 401(a) and 401(k) of the Internal Revenue Code (the Code) and the
underlying trust is, therefore, exempt from tax under Section 501(a) of the
Code. Once qualified, the Plan is required to operate in conformity with the
Code to maintain its tax qualification. The Administrative Committee has
indicated that it is not aware of any events which would cause the Plan to
become disqualified in operation.
6. PLAN MERGER
On March 27, 1994, the Company acquired the assets and business of Systron-
Donner Safety Systems. The Company assumed the defined contribution plan
sponsored by the previous owners of the business and renamed it the Whittaker
Corporation Safety Systems Division Retirement Plan (the Safety Systems Plan).
The Safety Systems Plan was operated for the benefit of eligible employees of
the Safety Systems Division of the Company through October 31, 1994, at which
time it was merged into the Plan. The vested value of participant accounts of
the Safety Systems Plan of $8,821,466 was transferred to the Plan during
November 1994.
7. FUTURE ACCOUNTING REQUIREMENTS
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 certain investment contracts purchased after December 15, 1993, be
recorded at fair value beginning on January 1, 1995. Certain contracts purchased
before that date must be recorded at fair value beginning January 1, 1996. The
change from contract value to fair value is recognized as a cumulative effect of
a change in accounting principle. The Company does not anticipate that the
cumulative effect of the change in accounting principle will be significant in
1996, based on the contracts currently held by the Plan and their fair values as
of December 31, 1995.
17
<PAGE>
Whittaker Corporation Partnership Plan
Assets Held for Investment Purposes
December 31, 1995
<TABLE>
<CAPTION>
SHARES/FACE CURRENT
IDENTITY OF ISSUE AMOUNT COST VALUE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Charles Schwab Family of Funds*
Schwab Retirement Money Fund $1,557,990 $1,557,990 $1,557,990
Whittaker Corporation* Common Stock 318,739 3,106,818 6,932,573
Fidelity Advisor Intermediate Bond Fund 151,547 1,504,027 1,577,605
T. Rowe Price Balanced Fund, Inc. 364,465 4,217,661 4,818,228
Twentieth Century Investors Inc., Growth
Investors 266,101 5,573,118 5,159,704
Templeton Foreign Fund 378,345 3,437,385 3,473,205
BioWhittaker, Inc.* Common Stock 88,927 298,936 678,068
Participant Loans* 1,680,351 1,680,351 1,680,351
Franklin Stable Value Fund 2,484,868 2,484,868 2,484,868
Aetna Life Insurance Company, Group
Annuity Contract, 5.22%, 50% matures
February 17, 1997, remainder matures
September 15, 1997 $1,693,091 1,693,091 1,693,091
Allstate Life Insurance Company, Group
Annuity Contract, 8.25%, matures
July 16, 1996 $ 532,669 532,669 532,669
Allstate Life Insurance Company, Group
Annuity Contract, 7.35%, matures
September 24, 1996 $ 336,032 336,032 336,032
</TABLE>
*Indicates a party-in-interest to the Plan.
18
<PAGE>
Whittaker Corporation Partnership Plan
Assets Held for Investment Purposes (Continued)
December 31, 1995
<TABLE>
<CAPTION>
SHARES/FACE CURRENT
IDENTITY OF ISSUE AMOUNT COST VALUE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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 $ 488,896 488,896 488,896
Continental Assurance Company, Group
Annuity Contract, 4.65%, matures
March 15, 1996 $ 577,329 577,329 577,329
The Life Insurance Company of Virginia,
Group Annuity Contract, 5.83%, matures
December 16, 1996 $ 593,842 593,842 593,842
-----------
Total assets held for investment purposes $33,624,291
===========
</TABLE>
19
<PAGE>
Whittaker Corporation Partnership Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets
December 31, 1995
<TABLE>
<CAPTION>
PURCHASE
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Category (i) - A single transaction in excess of 5% of Plan assets.
The Charles Schwab Family of Funds* Schwab Retirement Money Fund $2,000,000
The Charles Schwab Family of Funds* Schwab Retirement Money Fund -
The Charles Schwab Family of Funds* Schwab Retirement Money Fund -
Franklin Templeton Franklin Stable Value Fund 2,400,000
</TABLE>
*Indicates a party-in-interest to the Plan.
20
<PAGE>
<TABLE>
<CAPTION>
CURRENT VALUE
OF ASSET ON
SELLING COST OF TRANSACTION NET GAIN
PRICE ASSET DATE (LOSS)
- --------------------------------------------------------------
<S> <C> <C> <C>
$ - $2,000,000 $2,000,000 $ -
2,995,174 2,995,174 2,995,174 -
2,400,000 2,400,000 2,400,000 -
- 2,400,000 2,400,000 -
</TABLE>
21
<PAGE>
Whittaker Corporation Partnership Plan
Transactions or Series of Transactions in Excess of
5% of the Current Value of Plan Assets (continued)
December 31, 1995
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
PURCHASES PURCHASES NET GAIN
DESCRIPTION OF ASSETS (SALES) (SALES) (LOSS)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Category (iii) -- Series of securities transactions in excess of 5% of Plan assets.
The Charles Schwab Family of Funds*
Schwab Retirement Money Fund 105 $ 7,035,703 $ -
(91) (8,352,410) -
Whittaker Corporation*
Whittaker Corporation Common Stock 68 1,728,985 -
(20) (134,319) 71,880
T. Rowe Price Balanced Fund, Inc. 178 1,026,253 -
(45) (543,701) 49,032
Templeton Funds, Inc., Templeton
Foreign Fund 171 884,351 -
(55) (537,033) 11,264
Twentieth Century Investors Inc.,
Growth Investors 173 1,892,443 -
(51) (525,800) 20,910
</TABLE>
There were no category (ii) or (iv) reportable transactions during the year
ended December 31, 1995.
*Indicates a party-in-interest to the Plan.
22
<PAGE>
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, 1996 By: /s/ Richard B. Levin
--------------------
Richard B. Levin
Vice President,
Chief Financial Officer
and General Counsel
<PAGE>
EXHIBIT INDEX
-------------
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
23.1 Independent Auditor's Consent
<PAGE>
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 27, 1996, 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, 1995.
ERNST & YOUNG LLP
Los Angeles, California
June 27, 1996
