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, 1996 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, 1996 TABLE OF CONTENTS Financial Statements: Report of Independent Auditors 3 Statements of Net Assets Available for Benefits 4 Statement of Changes in Net Assets Available for Benefits 5 Notes to Financial Statements 6 Supplemental Schedules: Line 27a - Schedule of Assets Held for Investment Purposes 20 Line 27d - Schedule of Reportable Transactions 21 Signatures 22 Exhibit 23 - Consent of Independent Auditors dated 24 June 2, 1997 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, 1996 and 1995, and the related statement of changes in net assets available for benefits for the year ended December 31, 1996. 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, 1996 and 1995, and the changes in its net assets available for benefits for the year ended December 31, 1996, 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 schedules of assets held for investment purposes at December 31, 1996 and reportable transactions for the year ended December 31, 1996, 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 supplemental schedules 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 30, 1997 3 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31 ------------------ 1996 1995 ---- ---- Plan assets: Investment in common stock of Reliability Incorporated at fair value $2,025,975 $2,516,878 Investment in securities of unaffiliated issuers: Short-term investments at fair value, which approximates cost 60,374 87,130 Investment (at fair value) in the Consulting Group Capital Market Funds: Large Capitalization Value Equity Investments Fund 431,258 287,814 Large Capitalization Growth Investments Fund 352,048 238,771 Small Capitalization Growth Investments Fund 307,681 113,742 International Equity Investments Fund 205,445 146,911 Stable Value Investments Fund 709,864 661,575 Participant Loans Outstanding 90,766 68,761 --------- --------- Total Investments 4,183,411 4,121,582 Other assets 192 125 --------- --------- Net assets available for benefits $4,183,603 $4,121,707 ========= ========= 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, 1996 Investment income (loss): Interest and dividends $ 20,178 Net depreciation in fair value of investments (119,821) --------- Total investment loss (99,643) Contributions: Employee 323,034 Employer 129,566 --------- Total contributions 452,600 Withdrawals and terminations (291,061) --------- Net increase 61,896 Net assets available for benefits at beginning of year 4,121,707 --------- Net assets available for benefits at end of year $4,183,603 ========= See accompanying notes. 5 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS December 31, 1996 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 following description of the Plan provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan's provisions. 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 financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those 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 first day of the next month following the date on which they became eligible and may elect to make contributions to the Plan as described below. Prior to April 1, 1996, the entry date was the January 1 or July 1 next following the date on which they became eligible. Under the Plan, a Member may contribute, through payroll deductions, an amount ("Employee Contribution") equal to 2 to 15 percent of defined compensation. Through January 31, 1996, 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 each pay period. 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: 6 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 1996 NOTE A - PARTICIPATION AND CONTRIBUTIONS - Continued 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"). 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 be any whole percentage 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 may be any whole percentage 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. 7 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 1996 NOTE B - PLAN INVESTMENTS - Continued 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 approximates the contract value of the investment contracts held. 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. 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. 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. 8 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) December 31, 1996 NOTE C - WITHDRAWALS AND TERMINATIONS - Continued The non-vested 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 ($17,745 in 1996 and $8,036 in 1995) 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. 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 for general loans and 15 years for home loans. Loan payments are made through payroll deductions. Loans are stated at cost which approximates fair value. NOTE E - FEDERAL INCOME TAX AND ERISA A favorable determination letter dated January 17, 1997, was received from the Internal Revenue Service for the Plan as amended on April 3, 1995 and February 28, 1996, 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). Additionally, 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 an 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. The Plan was amended on April 30, 1997 (effective January 1, 1997) to change the definition of compensation for the purposes of allocating the Employer Voluntary Contribution to include bonuses, commissions, shift differentials, overtime premiums, and similar payments. Once qualified, the Plan is required to operate in conformity with the Internal Revenue Code to maintain its qualification. The Plan Administrative Committee is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. 9 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, 1996 ----------------------------------- 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 $2,025,975 255,758 1,770,217 Investment in securities of unaffiliated issuers: Short-term investments 60,374 5,077 48,377 Investment in the Consulting Group Capital Market Funds: Large Capitalization Value Equity Investments Fund 431,258 - - Large Capitalization Growth Investments Fund 352,048 - - Small Capitalization Growth Investments Fund 307,681 - - International Equity Invest- ments Fund 205,445 - - Stable Value Fund 709,864 - - Loan Fund 90,766 - - --------- ------- --------- 4,183,411 260,835 1,818,594 Other assets 192 8 54 --------- ------- --------- Net Assets Available for Benefits $4,183,603 $260,843 $1,818,648 ========= ======= ========= 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 (Continued) December 31, 1996 --------------------------- Large Large Small Capital- Capital- Capital- ization ization ization Value Equity 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 1,087 710 467 Investment in the Consulting Group Capital Market Funds: Large Capitalization Value Equity Investments Fund 431,258 - - Large Capitalization Growth Investments Fund - 352,048 - Small Capitalization Growth Investments Fund - - 307,681 ------- ------- ------- 432,345 352,758 308,148 Other assets 25 26 26 ------- ------- ------- Net Assets Available for Benefits $432,370 $352,784 $308,174 ======= ======= ======= 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, 1996 ------------------------- 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 2,532 2,124 - Investment in the Consulting Group Capital Market Funds: International Equity Invest- ments Fund 205,445 - - Stable Value Fund - 709,864 - Loan Fund - - 90,766 ------- ------- ------ 207,977 711,988 90,766 Other assets 18 35 - ------- ------- ------ Net Assets Available for Benefits $207,995 $712,023 $90,766 ======= ======= ====== 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 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 Equity 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 ========= ======= ========= 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, 1995 --------------------------- Large Large Small Capital- Capital- Capital- ization ization ization Value Equity 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 Equity 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 ======== ======= ======= 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, 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 ======= ======= ====== 15 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, 1996 --------------------------------- Reliability Incorporated Common Stock Fund Non-Par- Total Participant ticipant Plan Directed Directed --------- ------------ --------- Investment income (loss): Interest and dividends $ 20,178 $ 48 $ 350 Net appreciation (depreciation) in fair value of investments (119,821) (37,218) (273,571) --------- ------- --------- Total investment income (loss) (99,643) (37,170) (273,221) Contributions: Employee 323,034 19,618 - Employer 129,566 - 129,566 --------- ------- --------- Total contributions 452,600 19,618 129,566 Withdrawals and terminations (291,061) (24,626) (158,699) Investment transfers - (70,113) (79,160) Transfers (to) from Loan Fund - 541 - --------- ------- --------- Net increase (decrease) 61,896 (111,750) (381,514) Net assets available for benefits at beginning of year 4,121,707 372,593 2,200,162 --------- ------- --------- Net assets available for benefits at end of year $4,183,603 $ 260,843 $1,818,648 ========= ======= ========= 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 - Continued December 31, 1996 ----------------------------------- Large Cap- Large Small italiza- Capital- Capital- tion Value ization ization Equity Growth Growth Fund Fund Fund Participant Directed ------- ------- ----- Investment income (loss): Interest and dividends $ 11,293 $ 2,137 $ 191 Net appreciation (depreciation) in fair value of investments 62,493 59,240 23,897 ------- ------- ------- Total investment income (loss) 73,786 61,377 24,088 Contributions: Employee 57,785 62,219 60,216 Employer - - - ------- ------- ------- Total contributions 57,785 62,219 60,216 Withdrawals and terminations (27,346) (22,276) (13,836) Investment transfers 38,085 12,122 124,557 Transfers (to) from Loan Fund (4,572) (4,622) (4,779) ------- ------- ------- Net increase (decrease) 137,738 108,820 190,246 Net assets available for benefits at beginning of year 294,632 243,964 117,928 ------- ------- ------- Net assets available for benefits at end of year $432,370 $352,784 $308,174 ======= ======= ======= 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, 1996 ---------------------------- Inter- national Stable Equity Value Loan Fund Fund Fund Participant Directed ------- ------- ---- Investment income (loss): Interest and dividends $ 2,722 $ 319 $ 3,118 Net appreciation (depreciation) in fair value of investments 5,725 39,613 - ------- ------- ------ Total investment income (loss) 8,447 39,932 3,118 Contributions: Employee 41,305 81,891 - Employer - - - ------- ------- ------ Total Contributions 41,305 81,891 - Withdrawals and terminations (14,220) (30,058) - Investment transfers 21,436 (46,927) - Transfers (to) from Loan Fund 175 (5,630) 18,887 ------- ------- ------ Net increase (decrease) 57,143 39,208 22,005 Net assets available for benefits at beginning of year 150,852 672,815 68,761 ------- ------- ------ Net assets available for benefits at end of year $207,995 $712,023 $90,766 ======= ======= ====== 18 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS - (Continued) NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1996 1995 ---- ---- Net assets available for benefits per the financial statements $4,183,603 $4,121,707 Amounts allocated to withdrawing participants (7,464) -0- -------- --------- Net assets available for benefits per Form 5500 $4,176,139 $4,121,707 ========= ========= The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1996 ----------------- Benefits paid to participants per the financial statements $291,061 Add: Amounts allocated to withdrawing participants at December 31, 1996 7,464 Less: Amounts allocated to withdrawing participants at December 31, 1995 -0- ------- Benefits paid to participants per the Form 5500 $298,525 ======= Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. 19 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1996 ------------------------------------ Identity Fair of Issue Description Cost Value - -------- ----------- ---- ----- Reliability Incorporated* Common stock $1,158,343 $2,025,975 --------- --------- The Consulting Group Capital Market Funds* Large Capitalization Value Equity Investments 375,879 431,258 Large Capitalization Growth Investments 308,166 352,048 Small Capitalization Growth Investments 323,851 307,681 International Equity Investments 209,472 205,445 Stable Value 660,277 709,864 --------- --------- 1,877,645 2,006,296 --------- --------- Smith Barney* Short-term investments 60,374 60,374 --------- --------- Loan Fund - Participant Loans (Interest Rates: 7% - 9.5%) -0- 90,766 --------- --------- TOTAL INVESTMENTS $3,096,362 $4,183,411 ========= ========= *Party-in-interest See accompanying notes. 20 RELIABILITY INCORPORATED EMPLOYEE STOCK SAVINGS PLAN AND TRUST LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS Year ended December 31, 1996 ---------------------------------------------------- Identity Descrip- Purchases Dispositions Dispositions Gain on of Issue tion Price Cost Price Dispositions - -------- -------- --------- ------------ ------------ ------------ Series of transactions in excess of 5% of Plan assets: Reliability Incorporated Common Stock$ 114,871 $164,147 $293,543 $129,396 ========= ======= ======= ======= The Consulting Group Capital Market Funds Large Capitaliza- tion Value Equity Investments $ 194,018 $ 78,218 $ 92,111 $13,893 Large Capitaliza- tion Growth Investments 197,575 110,291 130,816 20,525 Small Capitaliza- tion Growth Investments 288,718 75,448 82,437 6,989 International Equity Investments 145,296 75,679 79,337 3,658 Stable Value 345,535 315,211 336,859 21,648 --------- -------- -------- ------- $1,171,142 $654,847 $721,560 $66,713 ========= ======== ======== ======= Smith Barney Short-term investment funds $ 857,586 $884,342 $884,342 $ - ========= ======== ======== ======= See accompanying notes. 21 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: June 2, 1997 22 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 24 June 2, 1997 23 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 18, 1997, 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, 1996. By: /s/ Ernst & Young LLP - -------------------------- Houston, Texas June 2, 1997 24