<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 1997
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
<PAGE>
Audited Financial Statements
and Supplemental Schedules
Whittaker Corporation Partnership Plan
Years ended December 31, 1997 and 1996
with Report of Independent Auditors
<PAGE>
Whittaker Corporation Partnership Plan
Audited Financial Statements
and Supplemental Schedules
Years ended December 31, 1997 and 1996
CONTENTS
<TABLE>
<CAPTION>
<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
Schedule of Assets Held for Investment Purposes.............. 19
Schedule of Reportable Transactions.......................... 20
</TABLE>
<PAGE>
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, 1997
and 1996, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1997 and 1996, 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, 1997, 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 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
Ernst & Young LLC
June 19, 1998
<PAGE>
Whittaker Corporation Partnership Plan
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1997 1996
-----------------------------------------
<S> <C> <C>
ASSETS
Cash $ 935,025 $ 21,916
Investments, at fair value (Note 4) 28,093,648 34,503,538
Receivables:
Contributions 406,589 101,061
Accrued interest and dividends - 40,779
Other 25,779 27,391
-----------------------------------------
Total assets 29,461,041 34,694,685
-----------------------------------------
LIABILITIES
Accrued expenses 49,864 53,979
Other 25,993 24,739
-----------------------------------------
Total liabilities 75,857 78,718
-----------------------------------------
Net assets available for benefits $29,385,184 $34,615,967
=========================================
</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
1997 1996
------------------------------------------
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net realized and unrealized appreciation (depreciation) in fair
value of investments (Note 4) $1,678,951 $(1,328,261)
Interest and dividend income 2,135,961 1,486,051
Contributions:
Participants 2,169,261 2,434,627
Employer 845,690 881,888
Employer profit sharing 307,390 -
-------------------------------------------
Total additions 7,137,253 3,474,305
Deductions from net assets attributed to:
Benefits paid to participants (Note 2) 12,213,675 4,769,033
Administrative expenses 154,361 160,158
-------------------------------------------
Total deductions 12,368,036 4,929,191
-------------------------------------------
Net decrease (5,230,783) (1,454,886)
Net assets available for benefits at beginning of year 34,615,967 36,070,853
-------------------------------------------
Net assets available for benefits at end of year $29,385,184 $34,615,967
===========================================
</TABLE>
See accompanying notes.
3
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements
December 31, 1997
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESNTATION
The accompanying financial statements of the Whittaker Corporation Partnership
Plan (the Plan) are prepared on the accrual basis of accounting.
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.
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.
4
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PAYMENT OF BENEFITS
Benefits are recorded when paid.
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. Effective January 1,
1998, the Plan was amended to change the date of eligibility to commence with
the first day of the month following employment. Effective January 1, 1998, the
Plan was amended to include Aviant Information, Inc. as a participating employer
(as defined in the plan document) under the Plan. 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. Salary
deferral contributions were limited to $9,500 per calendar year, subject to
upward adjustment pursuant to the Internal Revenue Code.
The Company matches each participant's salary deferral contribution with an
employer contribution. The Company's contribution ranges from 0.75% to 3.0% of a
participant's aggregate compensation and the amount of such match depends upon
the participant's salary deferral. The maximum Company contribution of 3.0% is
made to those participants who elect to defer 6% or more of their aggregate
compensation. 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, 1997,
contributions receivable included the Company's 1997 profit sharing contribution
of $307,390. There were no profit sharing contributions for fiscal 1996.
5
<PAGE>
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, 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 Growth Fund (formerly 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.
6
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
INVESTMENT OPTIONS (CONTINUED)
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.
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. During 1997,
the investment in BioWhittaker, Inc. Common Stock was sold and proceeds from
the sale were transferred into the Stable Value Asset Fund. Plan participants
may redirect their balances to one of the available investment options.
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
7
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
2. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING (CONTINUED)
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.
Allocation of these assets (approximately $580,000 at December 31, 1997) among
current and former participants should be completed in 1998.
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, 1997 approximately $1,748,000 of
distributions were payable to terminated, retired, or withdrawing employees. At
December 31, 1996, 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. PARTIAL PLAN TERMINATION
During 1997, the Company experienced the involuntary termination of employees
due to the sale of its defense electronics business, the closure of facilities,
and a general downsizing of its workforce. This reduction in the number of
Company employees resulted in a partial plan termination. As a result of this
partial plan termination, contributions to certain employees' profit sharing
accounts which otherwise would not have been fully vested at December 31, 1997,
became fully vested.
8
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. INVESTMENTS
The Plan's investments are held by Charles Schwab Trust Company. During 1997 and
1996, 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, 1997:
Schwab Retirement Money Fund $ -- $ 603,923
Schwab Institutional Advantage Money Fund -- 3,086,576
Whittaker Corporation Common Stock (177,629) 3,133,053
Fidelity Intermediate Bond Fund 6,347 1,052,407
T. Rowe Price Balanced Fund, Inc. 687,973 4,063,700
Twentieth Century Growth Fund 622,640 4,313,143
Templeton Foreign Fund series of Templeton Funds, Inc. (65,359) 2,510,260
Scudder Growth and Income Fund 359,678 2,608,193
BioWhittaker, Inc. Common Stock 245,301 --
Participant loans -- 1,947,296
Dreyfus-Certus Stable Value Fund -- 4,288,491
Amounts held by insurance companies in group annuity contracts -- 486,606
-----------------------------------
$1,678,951 $28,093,648
===================================
</TABLE>
9
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
NET APPRECIATION
(DEPRECIATION) IN FAIR VALUE
FAIR VALUE DURING AT END
YEAR OF YEAR
------------------------------------------
<S> <C> <C>
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
==========================================
</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
1997 1996
------------------------------------------
<S> <C> <C>
Schwab Institutional Advantage Money Fund $3,086,576 $ -
Whittaker Corporation Common Stock 3,133,053 4,018,209
T. Rowe Price Balanced Fund, Inc. 4,063,700 6,048,269
Twentieth Century Growth Fund 4,313,143 5,143,910
Templeton Foreign Fund series of Templeton Funds, Inc. 2,510,260 3,981,805
Scudder Growth and Income Fund 2,608,193 -
Dreyfus-Certus Stable Value Fund 4,288,491 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
</TABLE>
10
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
At December 31, 1996, the Stable Value Asset Fund held $3,296,774 of group
annuity contracts with three separate insurance companies. During 1997, except
for the group annuity contract with Aurora National Life Assurance, the
investment in the group annuity contracts were withdrawn and invested in the
Dreyfus-Certus Stable Value Fund. 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 5.22% to 8.25%
during 1997 and 1996.
At December 31, 1997 and 1996, the Stable Value Asset Fund held an investment of
$486,606 and $475,369, respectively, 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.
11
<PAGE>
Whittaker Corporation Parnership Plan
Notes to Financial Statements (continued)
5. INVESTMENT FUNDS
The net assets available for benefits as of December 31, 1997 and 1996, for each
investment fund are as follows:
<TABLE>
<CAPTION>
WHITTAKER STABLE CORPORATE
COMMON STOCK VALUE ASSET BOND BALANCED GROWTH
1997 FUND FUND FUND FUND FUND
- ------------------------------- --------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C>
Cash $ 38,390 $ 17,188 $ 73,713 $ 272,264 $ 252,958
Investments 3,756,586 7,821,097 1,054,164 4,070,191 4,319,174
Contributions receivable 54,192 163,462 20,192 53,278 52,309
Accrued interest and dividends -- -- -- -- --
Other 2,302 11,016 1,690 3,835 --
--------------------------------------------------------------------------------
Total assets 3,851,470 8,012,763 1,149,759 4,399,568 4,624,441
--------------------------------------------------------------------------------
LIABILITIES
Accrued expenses 5,367 16,215 4,836 8,610 1,840
Other 25,993 -- -- -- --
--------------------------------------------------------------------------------
Total liabilities 31,360 16,215 4,836 8,610 1,840
--------------------------------------------------------------------------------
Net assets available for $3,820,110 $7,996,548 $1,144,923 $4,390,958 $4,622,601
benefits
================================================================================
<CAPTION>
WHITTAKER STABLE CORPORATE
COMMON STOCK VALUE ASSET BOND BALANCED GROWTH
1996 FUND FUND FUND FUND FUND
- ------------------------------- --------------------------------------------------------------------------------
ASSETS
<S> <C> <C> <C> <C> <C>
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 $4,629,343 $9,079,991 $1,703,889 $6,065,213 $5,164,508
benefits
================================================================================
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
EQUITY VALUE COMMON LOAN
FUND FUND STOCK FUND FUND TOTAL
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ 174,553 $ 105,959 $ - $ - $ 935,025
2,514,421 2,610,719 - 1,947,296 28,093,648
47,082 16,074 - - 406,589
- - - - -
3,458 3,478 - - 25,779
- ------------------------------------------------------------------------------------
$2,739,514 2,736,230 - 1,947,296 29,461,041
- ------------------------------------------------------------------------------------
5,669 7,327 - - 49,864
- - - - 25,993
- ------------------------------------------------------------------------------------
5,669 7,327 - - 75,857
- ------------------------------------------------------------------------------------
$2,733,845 $2,728,903 $ - $1,947,296 $29,385,184
====================================================================================
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
EQUITY VALUE COMMON LOAN
FUND FUND STOCK FUND FUND TOTAL
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$ - $ - $ 271 $ - $ 21,916
3,986,169 1,293,997 641,152 2,038,696 34,503,538
11,452 5,260 - - 101,061
- - - - 40,779
3,646 485 - - 27,391
- ------------------------------------------------------------------------------------
4,001,267 1,299,742 641,423 2,038,696 34,694,685
- ------------------------------------------------------------------------------------
5,985 1,036 1,084 - 53,979
- - - - 24,739
- ------------------------------------------------------------------------------------
5,985 1,036 1,084 - 78,718
- ------------------------------------------------------------------------------------
$ 3,995,282 $1,298,706 $640,339 $2,038,696 $34,615,967
====================================================================================
</TABLE>
13
<PAGE>
Whittaker Corporation Parnership Plan
Notes to Financial Statements (continued)
5. INVESTMENT FUNDS (CONTINUED)
For the years ended December 31, 1997 and 1996, the changes in net assets
available for benefits of each investment fund are as follows:
<TABLE>
<CAPTION>
WHITTAKER STABLE CORPORATE
COMMON STOCK VALUE ASSET BOND BALANCED
1997 FUND FUND FUND FUND
- ------------------------------------------ -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments $ (177,629) $ - $ 6,347 $ 687,973
Interest and dividends 28,865 428,071 85,369 190,538
-----------------------------------------------------------------------
(148,764) 428,071 91,716 878,511
Contributions:
Participants 140,913 532,250 132,559 385,243
Employer matching 659,042 78,812 8,979 29,157
Employer profit sharing 22,278 138,340 15,499 40,658
-----------------------------------------------------------------------
822,233 749,402 157,037 455,058
Loan repayments 66,289 259,734 124,163 225,471
-----------------------------------------------------------------------
Total additions 739,758 1,437,207 372,916 1,559,040
Deductions from net assets attributed to:
Benefits paid to participants 1,306,531 2,574,498 794,400 2,981,247
Administrative expenses 17,459 56,331 8,272 22,990
Loans issued 10,258 312,387 40,730 162,509
-----------------------------------------------------------------------
Total deductions 1,334,248 2,943,216 843,402 3,166,746
-----------------------------------------------------------------------
Net increase (decrease) prior to
interfund transfers (594,490) (1,506,009) (470,486) (1,607,706)
Interfund transfers, net (214,743) 422,566 (88,480) (66,549)
-----------------------------------------------------------------------
Net increase (decrease) (809,233) (1,083,443) (558,966) (1,674,255)
Net assets available for benefits
at beginning of year 4,629,343 9,079,991 1,703,889 6,065,213
-----------------------------------------------------------------------
Net assets available for benefits
at end of year $3,820,110 $7,996,548 $1,144,923 $4,390,958
=======================================================================
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
GROWTH EQUITY VALUE COMMON LOAN
FUND FUND FUND STOCK FUND FUND TOTAL
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 622,640 $ (65,359) $ 359,678 $ 245,301 $ - $ 1,678,951
658,503 353,616 253,418 10,464 127,117 2,135,961
- -------------------------------------------------------------------------------------------------------------
1,281,143 288,257 613,096 255,765 127,117 3,814,912
405,797 331,143 241,356 - - 2,169,261
27,600 25,538 16,562 - - 845,690
40,145 36,920 13,550 - - 307,390
- -------------------------------------------------------------------------------------------------------------
473,542 393,601 271,468 - - 3,322,341
223,033 79,552 66,515 - (1,044,757) -
- -------------------------------------------------------------------------------------------------------------
1,977,718 761,410 951,079 255,765 (917,640) 7,137,253
2,133,999 1,407,585 955,712 59,703 - 12,213,675
11,917 16,372 17,202 3,818 - 154,361
140,750 119,416 40,190 - (826,240) -
- -------------------------------------------------------------------------------------------------------------
2,286,666 1,543,373 1,013,104 63,521 (826,240) 12,368,036
- -------------------------------------------------------------------------------------------------------------
(308,948) (781,963) (62,025) 192,244 (91,400) (5,230,783)
(232,959) (479,474) 1,492,222 (832,583) - -
- -------------------------------------------------------------------------------------------------------------
(541,907) (1,261,437) 1,430,197 (640,339) (91,400) (5,230,783)
5,164,508 3,995,282 1,298,706 640,339 2,038,696 34,615,967
- -------------------------------------------------------------------------------------------------------------
$4,622,601 $2,733,845 $2,728,903 $ - $1,947,296 $29,385,184
=============================================================================================================
</TABLE>
15
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
<TABLE>
<CAPTION>
WHITTAKER STABLE CORPORATE
COMMON STOCK VALUE ASSET BOND BALANCED
1996 FUND FUND FUND FUND
- ------------------------------------------ -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
=======================================================================
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL BIOWHITTAKER PARTICIPANT
GROWTH EQUITY VALUE COMMON LOAN
FUND FUND FUND STOCK FUND FUND TOTAL
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 751,855 $ 462,433 $ (1,770) $ 5,955 $ - $(1,328,261)
98,808 170,323 54,369 29 124,837 1,486,051
- -------------------------------------------------------------------------------------------------------------
850,663 632,756 52,599 5,984 124,837 157,790
559,913 376,793 27,018 - - 2,434,627
33,216 26,566 2,200 939 - 881,888
- -------------------------------------------------------------------------------------------------------------
593,129 403,359 29,218 939 - 3,316,515
141,128 92,037 2,981 - (707,052) -
- -------------------------------------------------------------------------------------------------------------
1,584,920 1,128,152 84,798 6,923 (582,215) 3,474,305
685,555 567,654 - 61,070 207,070 4,769,033
22,375 16,026 2,774 2,646 - 160,158
174,700 110,291 - - (1,147,614) -
- -------------------------------------------------------------------------------------------------------------
882,630 693,971 2,774 63,716 (940,544) 4,929,191
- -------------------------------------------------------------------------------------------------------------
702,290 434,181 82,024 (56,793) 358,329 (1,454,886)
(1,360,869) (83,643) 1,216,682 21,100 - -
- -------------------------------------------------------------------------------------------------------------
(658,579) 350,538 1,298,706 (35,693) 358,329 (1,454,886)
5,823,087 3,644,744 - 676,032 1,680,367 36,070,853
- -------------------------------------------------------------------------------------------------------------
$5,164,508 $3,995,282 $1,298,706 $640,339 $ 2,038,696 $34,615,967
=============================================================================================================
</TABLE>
17
<PAGE>
Whittaker Corporation Partnership Plan
Notes to Financial Statements (continued)
6. 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.
7. YEAR 2000 ISSUE (UNAUDITED)
The following has not been audited by independent auditors. The recordkeeping
and trustee functions of the Plan are performed by a third-party service
provider. In addition, the Company's payroll function which supplies data in
support of these functions is also performed by a third-party service provider.
These service providers have been actively addressing the impact of the Year
2000 Issue on their ability to continue to provide their services to the Company
and are implementing any corrective actions necessary to insure that their
systems will function properly with respect to dates in the Year 2000 and
thereafter. The Company does not believe, based on indications from these third-
party service providers, that the Year 2000 Issue will pose significant
operational or recordkeeping problems for the Plan.
8. SUBSEQUENT EVENT
Effective July 1, 1998, KPMG Peat Marwick LLP (recordkeeper) and Charles Schwab
Trust Company (trustee) will be replaced with Scudder Trust Company as trustee
and recordkeeper. Participant account balances as of July 1, 1998 will be
transferred into investment options similar to existing options.
18
<PAGE>
WHITTAKER CORPORATION PARTNERSHIP PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION OF
INVESTMENT,
INCLUDING
MATURITY DATE,
RATE OF INTEREST,
IDENTITY OF ISSUER, BORROWER, LESSOR COLLATERAL, PAR, CURRENT
OR SIMILAR PARTY OR MATURITY VALUE COST VALUE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Charles Schwab Family of Funds* Schwab
Retirement Money Fund 603,923 units $ 603,923 $ 603,923
The Charles Schwab Family Funds*
Schwab Institutional Advantage Money Fund 3,086,576 units 3,086,576 3,086,576
Whittaker Corporation* Common Stock 284,823 shares 2,908,986 3,133,053
Fidelity Intermediate Bond Fund 103,482 units 1,035,608 1,052,407
T. Rowe Price Balanced Fund, Inc. 245,689 units 3,154,959 4,063,700
Twentieth Century Growth Fund 179,639 units 3,919,763 4,313,143
Templeton Foreign Fund series of Templeton
Funds, Inc. 252,287 units 2,420,220 2,510,260
Scudder Growth and Income Fund 95,433 units 2,376,832 2,608,193
Participant Loans* $1,947,296 1,947,296
Dreyfus-Certus Stable Value Fund 4,288,491 units 4,288,491 4,288,491
Aurora National Life Assurance Company Group Annuity
Contract,
5.61%, matures
September 3, 1998 486,606 486,606
-----------
Total assets held for investment purposes $28,093,648
===========
</TABLE>
*Indicates a party-in-interest to the Plan.
19
<PAGE>
WHITTAKER CORPORATION PARTNERSHIP PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PURCHASE
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
Category (iii)-Series of securities transactions in excess of 5% of Plan assets.
Aetna Life Insurance Company Group Annuity Contract, 5.22% $ -
The Charles Schwab Family of Funds* Schwab Institutional Advantage Money
Fund 4,412,583
-
American Century Twentieth Century Growth Fund 1,418,349
-
Fidelity Investments Fidelity Intermediate Bond Fund 323,209
-
Scudder Investment Trust Scudder Growth and Income Fund 1,996,349
-
T. Rowe Price Investment Services, Inc. T. Rowe Price Balanced Fund, Inc. 961,062
-
Templeton Funds, Inc. Templeton Foreign Fund 845,393
-
Whittaker Corporation* Whittaker Corporation Common Stock 860,940
-
The Dreyfus Trust Company Dreyfus-Certus Stable Value Fund 429,991
-
</TABLE>
*Indicates a party-in-interest to the Plan.
There were no category (i), (ii) or (iv) reportable transactions during the year
ended December 31, 1997.
20
<PAGE>
<TABLE>
<CAPTION>
CURRENT VALUE OF
ASSET ON
SELLING COST OF TRANSACTION NET GAIN
PRICE ASSET DATE (LOSS)
- ----------------------------------------------------------------------
<S> <C> <C> <C>
$ 1,827,921 $1,827,921 $1,827,921 $ -
- 4,412,583 4,412,583 -
2,149,238 2,149,238 2,149,238 -
- 1,418,349 1,418,349 -
2,871,755 2,400,049 2,871,755 471,706
- 323,209 323,209 -
975,622 971,008 975,622 4,614
- 1,996,349 1,996,349 -
1,040,413 914,673 1,040,413 125,740
- 961,062 961,062 -
3,633,604 2,891,302 3,633,604 742,302
- 845,393 845,393 -
2,251,580 1,990,005 2,251,580 261,575
- 860,940 860,940 -
396,581 397,223 396,581 (642)
- 429,991 429,991 -
1,308,810 1,308,810 1,308,810 -
</TABLE>
21
<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 26, 1998 By: /s/ Lynne M. O. Brickner
--------------------------------------
Lynne M. O. Brickner
Vice President, Secretary and General Counsel
22
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
----------- ----------- -------------
<S> <C> <C>
23.1 Independent Auditor's Consent
</TABLE>
23
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in 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, pertaining to the Whittaker Corporation Partnership Plan (formerly known
as the Whittaker Corporation Savings and Stock Investment Plan) of our report
dated June 19, 1998, 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, 1997.
Ernst & Young LLP
Los Angeles, California
June 26, 1998
