SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15 (d) of THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission File No. 2-83256 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: RELIABILITY INCORPORATED 16400 Park Row Houston, Texas 77084 P. O. Box 218370 Houston, Texas 77218-8370 1 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST December 31, 1995 TABLE OF CONTENTS Financial Statements: Report of Independent Auditors 3 Statements of Net Assets Available for Benefits 4 Statements of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6 Additional Financial Information: Line 27a - Schedule of Assets Held for Investment Purposes 21 Line 27d - Schedule of Reportable Transactions 22 Signatures 23 Exhibit 23 - Consent of Independent Auditors dated 25 May 23, 1996 2 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST REPORT OF INDEPENDENT AUDITORS The Administrative Committee Reliability Incorporated Employee Stock Savings Plan and Trust We have audited the accompanying statements of net assets available for benefits of the Reliability Incorporated Employee Stock Savings Plan and Trust (the Plan) as of December 31, 1995 and 1994, and the related statement of changes in net assets available for benefits for the year ended December 31, 1995. 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, 1995 and 1994, and the changes in its net assets available for benefits for the year ended December 31, 1995, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets held for investment purposes at December 31, 1995 and schedule of reportable transactions for the year ended December 31, 1995, 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 basic financial statements. The Fund Information in Note F is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ERNST & YOUNG, LLP Houston, Texas April 8, 1996 3 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31 ------------------ 1995 1994 ---- ---- Plan assets: Investment in common stock of Reliability Incorporated at fair value $2,516,878 $ 797,805 Investment in securities of unaffiliated issuers: Short-term investments at fair value, which approximates cost 87,130 1,018,730 Investment (at fair value) in the Consulting Group Capital Market Funds: Large Capitalization Value Equity Investments Fund 287,814 - Large Capitalization Growth Investments Fund 238,771 - Small Capitalization Growth Investments Fund 113,742 - International Equity Investments Fund 146,911 - Stable Value Investments Fund 661,575 - Investment (at fair value) in The Victory Funds of KeyCorp: Intermediate Income Fund 668 Value Stock Fund 4,380 Growth Stock Fund 1,163 Special Growth Stock Fund 106 Participant Loans Outstanding 68,761 63,636 --------- --------- Total Investments 4,121,582 1,886,488 Other assets 125 5,681 --------- --------- Net assets available for benefits $4,121,707 $1,892,169 ========= ========= See accompanying notes. 4 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended December 31, 1995 Investment income: Interest and dividends $ 52,882 Net appreciation in fair value of investments 1,877,460 --------- Total investment income 1,930,342 Contributions: Employee 298,527 Employer 121,029 --------- Total contributions 419,556 Withdrawals and terminations (120,360) --------- Net increase 2,229,538 Net assets available for benefits at beginning of year 1,892,169 --------- Net assets available for benefits at end of year $4,121,707 ========= See accompanying notes. 5 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 1995 NOTE A - PARTICIPATION AND CONTRIBUTIONS In July 1983, Reliability Incorporated (the "Company" or "Employer") adopted an Employee Stock Savings Plan and Trust (the "Plan"). Under the Plan, employees of the Company who meet the requirements described below are eligible to participate in the Plan. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by an Administrative Committee (the "Committee") appointed by the Board of Directors of the Company. All assets of the Plan are held under discretionary trust agreements. The preparation of certain portions of the financial statements of the Plan may require the use of estimates. United States employees of the Employer who have attained the age of 21 and have completed 1 year of service, as defined in the Plan, become a member ("Member") of the Plan on the January 1 or July 1 next following the date on which they became eligible and may elect to make contributions to the Plan as described below. Under the Plan, a Member may contribute, through payroll deductions, an amount ("Employee Contribution") equal to 2 to 15 percent of defined compensation. The Member may further elect to have all or a portion of his contributions not be subject to federal income taxes under Section 401(k) of the Internal Revenue Code. Defined compensation excludes bonuses, commissions, shift differentials, overtime premiums, and similar payments. Participants may increase or decrease contribution percentages monthly. The Employer matches the Employee Contribution by an amount ("Employer Contribution") equal to 50 percent of the Employee Contributions to a maximum of 2 percent of the Member's defined compensation. Also, the Employer annually contributes to employed Members a supplemental amount ("Employer Voluntary Contribution") equal to 1 percent of the Members' defined compensation for the period during which they were Members. A Member receives a vested interest in the balances in the Employer Contribution and Employer Voluntary Contributions for his benefit plus allocated earnings and realized and unrealized gains and losses thereon (his "Employer Account") based upon years of service (as defined in the Plan) as follows: Vested interest in Years of Service Employer Accounts ---------------- ------------------ Less than 3 0% 3 20% 4 40% 5 60% 6 80% 7 100% A Member always has a 100 percent vested interest in the balance in his Employee Contributions plus allocated earnings and realized and unrealized gains and losses thereon (his "Employee Account"). 6 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 1995 NOTE A - PARTICIPATION AND CONTRIBUTIONS - Continued Upon death or total and permanent disability, a Member is automatically fully vested in his Employer Accounts. If the Plan is terminated by the Company, all Members become fully vested in all their accounts. NOTE B - PLAN INVESTMENTS Effective January 1, 1995, the Trustee of the Plan is the Consulting Group of Smith Barney, Inc. A member may elect to invest his contribution in one or more of six funds: (i) the Reliability Incorporated ("RI") Common Stock Fund; (ii) the Large Capitalization Value Equity Investments Fund; (iii) the Large Capitalization Growth Investments Fund; (iv) the Small Capitalization Growth Investments Fund; (v) the International Equity Investments Fund; and (vi) the Stable Value Investments Fund. The contribution to each fund elected may not be less than 5 percent of the Member's total contributions. The investment election for future contributions and existing fund balances may be changed daily. The minimum investment balance in any selected fund is 5% of the Member's Employee Account. Employee Contributions to the Large Capitalization Value Equity Investments Fund are primarily invested in a diversified portfolio of highly liquid common stocks, with an emphasis on companies with an above average total return potential. The Fund's assets will be invested primarily in common stocks of issuers with total market capitalization of $1 billion or greater at the time of purchase. The fair value of the Fund is based on quoted market prices of those stocks it owns. Employee Contributions to the Large Capitalization Growth Investments Fund are primarily invested in a diversified portfolio of common stocks, with an emphasis on companies with superior prospects for long-term earnings growth. The Fund's assets will be invested primarily in common stocks of issuers with total market capitalization of $1 billion or greater at the time of purchase. The fair value of the Fund is based on quoted market prices of those stocks it owns. Employee Contributions to the Small Capitalization Growth Investments Fund are primarily invested in a diversified portfolio of common stocks, with an emphasis on companies with capitalization of less than $1 billion and with superior potential for capital appreciation. The fair value of the Fund is based on quoted market prices of those stocks it owns. Employee Contributions to the International Equity Investments Fund are primarily invested in equity securities of companies domiciled outside the United States. The fair value of the Fund is based on quoted market prices of the equity securities it owns. Employee Contributions to the Stable Value Investments Fund are primarily invested in a portfolio of investment contracts issued by high quality life insurance and investment companies. The fair value of the Fund is based on the face value of the investments it owns. 7 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 1995 NOTE B - PLAN INVESTMENTS - Continued Employee Contributions to the RI Common Stock Fund are invested in the common stock of the Company, which is purchased by the Trustee in the open market, and in temporary short-term investments. The fair value of the RI Common Stock Fund is based on quoted market prices. During the year ended December 31, 1994, KeyCorp was the Trustee and a Member could elect to invest his Employee Contributions in one or more of six funds: (i) the RI Common Stock Fund; (ii) the EB Money Market Fund; (iii) the Victory Intermediate Income Fund; (iv) the Victory Value Stock Fund; (v) the Victory Growth Stock Fund; and (vi) the Victory Special Growth Stock Fund. Employee Contributions to the EB Money Market Fund were primarily invested in high grade money market instruments. The average life of the Fund's investments was less than 120 days and a minimum of 20% of the Fund was invested in overnight investments. The fair value of the Fund is based on the face value of its interest bearing certificates. Employee Contributions to the Victory Intermediate Income Fund were invested in investment-grade debt securities issued by corporations and obligations of the U.S. Government and its agencies or instrumentalities. The Fund may also invest in preferred stocks and intends to maintain a dollar weighted average portfolio maturity of approximately three to eight years. The fair value of the Fund is based on quoted market prices of those securities it owns. Employee Contributions to the Victory Value Stock Fund were primarily invested in a diversified group of common stocks, with an emphasis on companies with above average total return potential. The fair value of the Fund is based on quoted market prices of those stocks it owns. Employee Contributions to the Victory Growth Stock Fund were invested in a diversified group of common stocks, with an emphasis on companies with superior prospects for long-term earnings growth and price appreciation. The fair value of the Fund is based on quoted market prices of those stocks it owns. Employee Contributions to the Victory Special Growth Stock Fund were invested in common stocks of small companies with a market value of less than $1 billion and medium-sized companies with a market value of $1-$5 billion that are believed to have superior prospects for long-term earnings growth and price appreciation. The fair value of the Fund is based on quoted market prices of those stocks it owns. Employer Contributions and Employer Voluntary Contributions are invested solely in the RI Common Stock Fund. Purchases of securities are reflected on the trade dates. A participant who is 55 years of age and who is 100% vested in his Employer Accounts may elect to have a portion of his balance in these accounts diversified to other investment funds offered under the Plan. This election may be made only once during each Plan year. 8 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 1995 NOTE B - PLAN INVESTMENTS - Continued Administrative expenses are paid by the Company. Gains and losses realized on the sale of securities in the RI Common Stock Fund are recorded on an average cost basis. NOTE C - WITHDRAWALS AND TERMINATIONS A Member may elect to withdraw all or a portion of his Employee Contributions. If the employee elected to have his contributions treated as not subject to federal income taxes, as described in Note A, certain restrictions may apply. A Member making such an election is not permitted to make future Employee Contributions prior to the first day of the month following the expiration of twelve months from the date of such withdrawal. Upon a Member's termination of employment, the Member may elect the method of distribution of his Employee and vested Employer Accounts from the following settlement options: (1) Lump-sum payment or (2) Periodic (monthly or quarterly) installments over a period not to exceed 20 years. If distributions are payable in this manner, the Member's Employee and Employer Accounts are segregated and placed in a Distribution Account where gains, losses, and earnings thereon are allocated. The Distribution Account is invested in one of the six funds as elected by the Member as described in Note B. This option is only available for amounts accrued prior to January 1, 1995. The nonvested portions of the Employer Accounts of a Member whose employment is terminated prior to the attainment of seven years of service or who retires prior to Normal Retirement Age (as defined in the Plan), are forfeited and allocated among the other Members ($8,036 in 1995 and $9,238 in 1994) as follows: (1) The portion related to Employer Contributions is allocated to the Members who have made Employee Contributions through the entire Plan year in the ratio that each such Member's Employee Contributions during the Plan year bears to the Employee Contributions for all Members for the Plan Year; and (2) The portion related to Employer Voluntary Contributions is allocated to those Members receiving such contributions in the ratio that each such Member's defined compensation for the Plan Year, or that portion of the Plan Year during which he was a Member of the Plan, bears to the total defined compensation for all Members for the Plan year. Forfeitures do not reduce the Employer's Contribution or the Employer's Voluntary Contribution. 9 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 1995 NOTE D - PARTICIPANT LOANS A participant may borrow up to the lesser of 1) $50,000, 2) 50% of his or her non-forfeitable accrued benefit or 3) the total of his or her Employee Account. The minimum loan amount is $1,000 and the maximum loan term is five years. Loan payments are made through payroll deductions. NOTE E - FEDERAL INCOME TAX AND ERISA A favorable determination letter dated June 28, 1995, was received from the Internal Revenue Service for the Plan as amended on March 23, 1993, regarding its qualification under Section 401(a) of the Internal Revenue Code, and the Plan is exempt from federal income taxes under the provisions of Section 501(a) of the Internal Revenue Code. The Plan was amended and restated on April 3, 1995 (effective January 1, 1995) and on February 28, 1996 and the Plan's Administrative Committee believes that the Plan, as amended and restated, continues to be qualified. The Administrative Committee is currently in the process of obtaining a determination letter for the Plan. See Note G for information on the February 28, 1996 amendment. 10 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND December 31, 1995 ----------------------------------- Reliability Incorporated Common Stock Fund Non-Par- Total Participant ticipant Plan Directed Directed ----- ----------- -------- Plan assets (at fair value): Investment in common stock of Reliability Incorporated $2,516,878 $336,529 $2,180,349 Investment in securities of unaffiliated issuers: Short-term investments 87,130 36,057 19,773 Investment in the Consulting Group Capital Market Funds: Large Capitalization Value Investments Fund 287,814 Large Capitalization Growth Investments Fund 238,771 Small Capitalization Growth Investments Fund 113,742 International Equity Invest- ments Fund 146,911 Stable Value Fund 661,575 Loan Fund 68,761 --------- ------- --------- 4,121,582 372,586 2,200,122 Other assets 125 7 40 --------- ------- --------- Net Assets Available for Benefits $4,121,707 $372,593 $2,200,162 ========= ======= ========= 11 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (Continued) December 31, 1995 --------------------------- Large Large Small Capital- Capital- Capital- ization ization ization Value Growth Growth Fund Fund Fund Participant Directed -------- ------- ------ Plan assets (at fair value): Investment in common stock of Reliability Incorporated $ - $ - $ - Investment in securities of unaffiliated issuers: Short-term investments 6,806 5,178 4,175 Investment in the Consulting Group Capital Market Funds: Large Capitalization Value Investments Fund 287,814 Large Capitalization Growth Investments Fund 238,771 Small Capitalization Growth Investments Fund 113,742 ------- ------- ------- 294,620 243,949 117,917 Other assets 12 15 11 ------- ------- ------- Net Assets Available for Benefits $294,632 $243,964 $117,928 ======== ======= ======= 12 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (Continued) December 31, 1995 ------------------------- Interna- tional Stable Equity Value Loan Fund Fund Fund Participant Directed ------ ------- ---- Plan assets (at fair value): Investment in common stock of Reliability Incorporated $ - $ - $ - Investment in securities of unaffiliated issuers: Short-term investments 3,930 11,211 - Investment in the Consulting Group Capital Market Funds: International Equity Invest- ments Fund 146,911 Stable Value Fund 661,575 Loan Fund 68,761 ------- ------- ------ 150,841 672,786 68,761 Other assets 11 29 - ------- ------- ------ Net Assets Available for Benefits $150,852 $672,815 $68,761 ======= ======= ====== 13 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (Continued) December 31, 1994 ---------------------------------- Reliability Incorporated Common Stock Fund Non-Par- Total Participant ticipant Plan Directed Directed ----- ----------- -------- Plan assets (at fair value): Investment in common stock of Reliability Incorporated $ 797,805 $104,210 $693,595 Investment in securities of unaffiliated issuers: Short-term investments 1,018,730 6,324 42,094 Investment in The Victory Funds of KeyCorp: Intermediate Income Fund 668 Value Stock Fund 4,380 Growth Stock Fund 1,163 Special Growth Stock Fund 106 Loan Fund 63,636 --------- ------- ------- 1,886,488 110,534 735,689 Other assets 5,681 3,502 39 --------- ------- ------- Net Assets Available for Benefits $1,892,169 $114,036 $735,728 ========= ======= ======= 14 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (Continued) December 31, 1994 ------------------------------------ EB Interme- Money diate Value Market Income Stock Fund Fund Fund Participant Directed -------- ------- ------ Plan assets (at fair value): Investment in common stock of Reliability Incorporated $ - $ - $ - Investment in securities of unaffiliated issuers: Short-term investments 378,169 93,741 177,279 Investment in The Victory Funds of KeyCorp: Intermediate Income Fund 668 Value Stock Fund 4,380 Growth Stock Fund Special Growth Stock Fund Loan Fund ------- ------- ------- 378,169 94,409 181,659 Other assets 1,821 1 2 ------- ------- ------- Net Assets Available for Benefits $379,990 $94,410 $181,661 ======= ====== ======= 15 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND (Continued) December 31, 1994 -------------------------------- Special Growth Growth Stock Stock Loan Fund Fund Fund Participant Directed ------ ------- ---- Plan assets (at fair value): Investment in common stock of Reliability Incorporated $ - $ - $ - Investment in securities of unaffiliated issuers: Short-term investments 153,653 167,470 Investment in The Victory Funds of KeyCorp: Intermediate Income Fund Value Stock Fund Growth Stock Fund 1,163 Special Growth Stock Fund 106 Loan Fund 63,636 ------- ------- ------ 154,816 167,576 63,636 Other assets 3 2 311 ------- ------- ------ Net Assets Available for Benefits $154,819 $167,578 $63,947 ======= ======= ====== 16 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND December 31, 1995 --------------------------------- Reliability Incorporated Common Stock Fund Non-Par- Total Participant ticipant Plan Directed Directed --------- ------------ --------- Investment income: Interest and dividends $ 52,882 $ 201 $ 990 Net appreciation in fair value of investments 1,877,460 299,088 1,470,660 --------- ------- --------- Total investment income 1,930,342 299,289 1,471,650 Contributions: Employee 298,527 45,469 - Employer 121,029 - 121,029 --------- ------- --------- Total contributions 419,556 45,469 121,029 Withdrawals and terminations (120,360) (18,179) (73,457) Investment transfers - (68,895) (54,788) Transfers (to) from Loan Fund - 873 - --------- ------- --------- Net increase 2,229,538 258,557 1,464,434 Net assets available for benefits at beginning of year 1,892,169 114,036 735,728 --------- ------- --------- Net assets available for benefits at end of year $4,121,707 $372,593 $2,200,162 ========= ======= ========= 17 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND - Continued December 31, 1995 ----------------------------------- Large Cap- Large Small italiza- Capital- Capital- tion Value ization ization Equity Growth Growth Fund Fund Fund Participant Directed ------- ------- ----- Investment income: Interest and dividends $ 10,050 $ 10,797 $ 16,800 Net appreciation in fair value of investments 34,435 18,647 3,463 ------- ------- ------- Total investment income 44,485 29,444 20,263 Contributions: Employee 38,449 47,706 36,336 Employer - - - ------- ------- ------- Total contributions 38,449 47,706 36,336 Withdrawals and terminations (4,057) (2,229) (1,473) Investment transfers 207,384 164,451 59,350 Transfers (to) from Loan Fund 8,371 4,592 3,452 ------- ------- ------- Net increase 294,632 243,964 117,928 Net assets available for benefits at beginning of year - - - ------- ------- ------- Net assets available for benefits at end of year $294,632 $243,964 $117,928 ======= ======= ======= 18 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE F - STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND - Continued December 31, 1995 ------------------------------------- Inter- national Stable Equity Value Loan Victory Fund Fund Fund Funds Participant Directed ------- ------- ---- ------- Investment income: Interest and dividends $ 6,681 $ 756 $ 6,607 $ - Net appreciaiton in fair value of investments 7,730 43,437 - - ------- ------- ------ -------- Total investment income 14,411 44,193 6,607 - Contributions: Employee 35,549 95,018 - - Employer - - - - ------- ------- ------ -------- Total Contributions 35,549 95,018 - - Withdrawals and terminations (2,514) (18,451) - - Investment transfers 98,362 535,454 37,140 (978,458) Transfers (to) from Loan Fund 5,044 16,601 (38,933) - ------- ------- ------ -------- Net increase (decrease) 150,852 672,815 4,814 (978,458) Net assets available for benefits at beginning of year - - 63,947 978,458 ------- ------- ------ -------- Net assets available for benefits at end of year $150,852 $672,815 $68,761 $ - ======= ======= ====== ======== 19 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE G - SUBSEQUENT EVENT The Plan was amended on February 28, 1996. Effective April 1, 1996, the participation requirement was changed from one year of service to six months of service and entry into the Plan is allowed on the first day of the month following the completion of the waiting period of six months. Additionally, the amendment provided that all Employee Contributions subsequent to February 1, 1996 will not be subject to federal income taxes under Section 401(k) of the Internal Revenue Code. Prior to the amendment, Employee Contributions could be deducted from defined compensation after federal income taxes had been withheld. Effective January 1, 1995 the amendment confirmed the Plan's policies regarding (i) diversification of Employee Contributions for participants over age 55 as discussed in Note B, (ii) loan procedures, as discussed in Note D, and (iii) the limitation of the Plan's investment in Reliability Incorporated common stock to ninety (90%) percent of Plan assets. 20 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1995 ------------------------------------ Identity Shares Fair of Issue Description or Units Cost Value - -------- ----------- -------- ---- ----- Reliability Incorporated* Common stock 353,246 $1,207,619 $2,516,878 --------- --------- The Consulting Group Capital Market Funds* Large Capitalization Value Equity 26,236 260,079 287,814 Large Capitalization Growth 19,492 220,882 238,771 Small Capitalization Growth 7,221 110,581 113,742 International Equity 14,112 139,855 146,911 Stable Value 75,094 629,953 661,575 --------- --------- 1,361,350 1,448,813 --------- --------- Smith Barney* Short-term investments 87,130 87,130 87,130 --------- --------- Loan Fund - Participant Loans (Interest Rates: 7% - 9.5%) 68,761 -0- 68,761 --------- --------- TOTAL INVESTMENTS $2,656,099 $4,121,582 ========= ========= *Party-in-interest See accompanying notes. 21 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST LINE 27d - SCHEDULE OF REPORTABLE TRANSCTIONS 1995 ---------------------------------------------------- Identity Descrip- Purchases Dispositions Dispositions Gain on of Issue tion Price Cost Price Dispositions - -------- -------- --------- ------------ ------------ ------------ Single transactions in excess of 5% of Plan assets: Smith Short-term Barney investment funds $ - $ 960,000 $ 960,000 $ - KeyCorp Short-term investment funds - 1,018,730 1,018,730 - Consulting Group Capital Market Funds: Stable Value 960,000 - - - Stable Value 171,917 - - - Series of transactions in excess of 5% of Plan assets: Reliability Incorporated Common Stock$ 324,484 $ 162,469 $ 375,159 $212,690 ========= ========= ========= ======= The Consulting Group Capital Market Funds Large Capitaliza- tion Value Equity 481,208 221,129 227,828 6,699 Large Capitaliza- tion Growth 271,254 50,372 51,130 758 Small Capitaliza- tion Growth 122,213 11,632 11,934 302 International Equity 179,080 39,225 39,899 674 Stable Value 1,390,026 760,073 771,889 11,816 --------- --------- --------- ------- $2,443,781 $1,082,431 $1,102,680 $ 20,249 ========= ========= ========= ======= Smith Barney Short-term investment funds $1,831,350 $1,744,220 $1,744,220 $ - ========= ========= ========= ======= See accompanying notes. 22 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST 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 by the undersigned thereunto duly authorized. RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST /s/ Max T. Langley - ------------------------ Max T. Langley Administrative Committee Member Date: May 23, 1996 23 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST INDEX TO EXHIBITS Exhibit Page Number Description of Exhibits Number - ------- ----------------------- ------ 23. Consent of Independent Auditors dated Page 25 May 23, 1996 24 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No.33-47803) pertaining to the Reliability Incorporated Employee Stock Savings Plan and Trust of our report dated April 8, 1996, with respect to the financial statements and schedules of the Reliability Incorporated Employee Stock Savings Plan and Trust included in this Annual Report (Form 11-K) for the year ended December 31, 1995. By: /s/ Ernst & Young LLP - -------------------------- Houston, Texas May 23, 1996 25