SALOMON INC AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (unaudited) Dollars in millions, except per share amounts Six months - ------------------------------------------------------------------------------------------------ Period ended June 30, 1997 1996 - ------------------------------------------------------------------------------------------------ Revenues from continuing operations: Interest and dividends $ 3,045 $ 3,008 Principal transactions 927 1,235 Investment banking 441 432 Commissions 199 165 Other 27 22 - ------------------------------------------------------------------------------------------------ Total revenues 4,639 4,862 Interest expense 2,527 2,401 - ------------------------------------------------------------------------------------------------ Revenues, net of interest expense 2,112 2,461 - ------------------------------------------------------------------------------------------------ Noninterest expenses: Compensation and employee-related 1,111 1,096 Technology 115 96 Professional services and business development 90 92 Occupancy 82 85 Clearing and exchange fees 40 34 Other 45 45 - ------------------------------------------------------------------------------------------------ Total noninterest expenses 1,483 1,448 - ------------------------------------------------------------------------------------------------ Income from continuing operations before income taxes 629 1,013 Income tax expense 236 405 - ------------------------------------------------------------------------------------------------ Income from continuing operations 393 608 Loss from discontinued operations, net of taxes - (41) - ------------------------------------------------------------------------------------------------ Net income $ 393 $ 567 ================================================================================================ Earnings available for fully diluted earnings per common share from continuing operations $ 378 $ 593 ================================================================================================ Per common share: Primary earnings from continuing operations $ 3.34 $ 5.41 Primary earnings 3.34 5.02 Fully diluted earnings from continuing operations* 3.14 4.89 Fully diluted earnings* 3.14 4.55 Cash dividends 0.32 0.32 ================================================================================================ Weighted average shares of common stock outstanding (in thousands): For primary earnings per common share 108,800 106,000 For fully diluted earnings per common share 120,300 121,200 ================================================================================================ <FN> The accompanying Notes to Unaudited Condensed Consolidated Financial Statements and the Unaudited Consolidated Summary of Options and Contractual Commitments are integral parts of this statement. * Assumes conversion of redeemable preferred stock unless such assumption results in higher earnings per share than determined under the primary method. </FN> 1 SALOMON INC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (unaudited) Dollars in millions - ----------------------------------------------------------------------------------------------- ASSETS June 30, 1997 - ----------------------------------------------------------------------------------------------- Cash and interest bearing equivalents $ 2,081 Financial instruments and contractual commitments: Government and government agency securities - U.S. $ 53,364 Government and government agency securities - non-U.S. 43,407 Corporate debt securities 14,235 Equity securities 7,851 Options and contractual commitments 7,145 Mortgage loans and collateralized mortgage securities 3,234 Other 3,612 ------------ 132,848 Commodities and related products and instruments: Physical commodities inventory 1,366 Options and contractual commitments 167 ------------ 1,533 Collateralized short-term financing agreements: Securities purchased under agreements to resell 62,547 Securities borrowed and other 28,773 ------------ 91,320 Receivables 6,638 Assets securing collateralized mortgage obligations 337 Property, plant and equipment, net 505 Net realizable value of discontinued operations (Note 3) - Other assets, including intangibles 691 - ----------------------------------------------------------------------------------------------- Total assets $ 235,953 =============================================================================================== <FN> The accompanying Notes to Unaudited Condensed Consolidated Financial Statements and the Unaudited Consolidated Summary of Options and Contractual Commitments are integral parts of this statement. </FN> 2 SALOMON INC AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION (unaudited) Dollars in millions - ----------------------------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY June 30, 1997 - ----------------------------------------------------------------------------------------------------- Collateralized short-term financing agreements: Securities sold under agreements to repurchase $ 105,999 Securities loaned 2,815 ------------ $ 108,814 Short-term borrowings 8,036 Financial and commodities-related instruments sold, not yet purchased, and contractual commitments: Government and government agency securities - U.S. 31,857 Government and government agency securities - non-U.S. 36,126 Financial options and contractual commitments 10,037 Equity securities 7,027 Corporate debt securities and other 1,834 Commodities, including options and contractual commitments 177 ------------ 87,058 Payables and accrued liabilities 9,785 Collateralized mortgage obligations 327 Term debt 16,080 ----------- Total liabilities 230,100 Commitments and contingencies (Note 4) Redeemable preferred stock, Series A 420 Guaranteed preferred beneficial interests in Company subordinated debt securities (Note 5) 345 Stockholders' equity: Preferred stock, Series D and E 450 Common stock 159 Additional paid-in capital 438 Retained earnings 5,811 Cumulative translation adjustments (1) Common stock held in treasury, at cost (1,769) ------------ Total stockholders' equity 5,088 - ----------------------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $ 235,953 ===================================================================================================== <FN> The accompanying Notes to Unaudited Condensed Consolidated Financial Statements and the Unaudited Consolidated Summary of Options and Contractual Commitments are integral parts of this statement. </FN> 3 SALOMON INC AND SUBSIDIARIES CONSOLIDATED SUMMARY OF OPTIONS AND CONTRACTUAL COMMITMENTS (unaudited) June 30, 1997 December 31, 1996 ------------------------------------ ------------------------------------ Current Market or Current Market or Notional Fair Value Notional Fair Value ------------------------ ------------------------ Dollars in billions Amounts Assets Liabilities Amounts Assets Liabilities - ----------------------------------------------------------------------------------------------------------------------------------- Exchange-issued products: Futures contracts (a) $ 567.5 $ - $ - $ 525.3 $ - $ - Other exchange-issued products: Equity contracts 15.1 .2 .5 12.9 .1 .2 Fixed income contracts 89.4 - - 59.0 - - Foreign exchange contracts .1 - - - - - Commodities-related contracts 4.0 - - 4.9 - - - ----------------------------------------------------------------------------------------------------------------------------------- Total exchange-issued products 676.1 .2 .5 602.1 .1 .2 - ----------------------------------------------------------------------------------------------------------------------------------- Over-the-counter ("OTC") swaps, swap options, caps and floors: Swaps (b) 1,057.2 852.4 Swap options written 15.5 9.7 Swap options purchased 30.8 23.3 Caps and floors 137.6 114.4 - ----------------------------------------------------------------------------------------------------------------------------------- Total OTC swaps, swap options, caps and floors 1,241.1 3.7 6.2 999.8 4.2 6.5 - ----------------------------------------------------------------------------------------------------------------------------------- OTC foreign exchange contracts and options: Forward currency contracts (b) 82.3 .6 .4 68.3 .5 .5 Options written 26.8 - .3 31.6 - .2 Options purchased 29.9 .5 - 32.9 .4 - - ----------------------------------------------------------------------------------------------------------------------------------- Total OTC foreign exchange contracts and options 139.0 1.1 .7 132.8 .9 .7 - ----------------------------------------------------------------------------------------------------------------------------------- Other options and contractual commitments: Options, warrants and forwards on equities and equity indices (c) 57.0 1.8 2.5 45.6 1.1 1.8 Options and forward contracts on fixed-income securities (c) 244.6 .3 .1 179.0 .3 .2 Commodities-related contracts (d) 16.5 .2 .2 22.0 .3 .3 - ----------------------------------------------------------------------------------------------------------------------------------- Total $2,374.3 $ 7.3 $ 10.2 $1,981.3 $ 6.9 $ 9.7 - ----------------------------------------------------------------------------------------------------------------------------------- <FN> (a) Margin on futures contracts is included in receivables or payables on the Condensed Consolidated Statement of Financial Condition. (b) Includes notional values of swap agreements or forward currency contracts for non-trading activities (primarily related to the Company's fixed-rate long-term debt, TRUPS and preferred stock) of $18.9 billion and $1.7 billion at June 30, 1997 and $15.5 billion and $1.3 billion at December 31, 1996, respectively. (c) The fair value of such instruments recorded as assets includes approximately $1.0 billion at June 30, 1997 and $.6 billion at December 31, 1996, respectively, of over-the-counter instruments, primarily with investment grade counterparties. The remainder consists primarily of highly liquid instruments actively traded on organized exchanges. (d) A substantial majority of these over-the-counter contracts are with investment grade counterparties. </FN> 4 CONSOLIDATED CREDIT EXPOSURE, NET OF SECURITIES AND CASH COLLATERAL ON OTC SWAPS, SWAP OPTIONS, CAPS AND FLOORS AND OTC FOREIGN EXCHANGE CONTRACTS AND OPTIONS, BY RISK CLASS* Note: Amounts represent current exposure and do not include potential credit exposure that may result from factors that influence market risk. Transactions with over Dollars in billions All Transactions 3 years to maturity - ---------------------------------------------------------------------------------------------------------------------------------- Other Major Derivatives Financial Governments/ Year-to-date June 30, 1997 Dealers Corporates Institutions Supranationals Other Total Average Total - --------------------------------------------------------------------------------------------------------------------- ------------ Swaps, swap options, caps and floors: Risk classes 1 and 2 $ .4 $ - $ .5 $ - $ - $ .9 $ 1.0 $ .8 Risk class 3 .7 .2 .1 - .1 1.1 1.1 .6 Risk classes 4 and 5 .3 .1 .2 - .1 .7 .7 .4 Risk classes 6, 7 and 8 - - - - - - - - ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------ $ 1.4 $ .3 $ .8 $ - $ .2 $ 2.7 $ 2.8 $ 1.8 ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------ Foreign exchange contracts and options: Risk classes 1 and 2 $ .5 $ - $ - $ .1 $ - $ .6 $ .8 $ - Risk class 3 .3 - .1 - - .4 .3 - Risk classes 4 and 5 .1 - - - - .1 .1 - ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------ $ .9 $ - $ .1 $ .1 $ - $ 1.1 $ 1.2 $ - ------------ ---------- ----------- ------------- ----------- ---------- --------------- ------------ <FN> * To monitor credit risk, the Company utilizes a series of eight internal designations of counterparty credit quality. These designations are analogous to external credit ratings whereby risk classes one through three are high quality investment grades. Risk classes four and five include counterparties ranging from the lowest investment grade to the highest non-investment grade level. Risk classes six, seven and eight represent higher risk counterparties. </FN> 5 SALOMON INC AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) Dollars in millions - ---------------------------------------------------------------------------------------------------------------------- Six months ended June 30, 1997 1996 - ---------------------------------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income adjusted for noncash and non-operating activities - Net income $ 393 $ 567 Depreciation, amortization and other 42 57 - ---------------------------------------------------------------------------------------------------------------------- Cash items included in net income 435 624 - ---------------------------------------------------------------------------------------------------------------------- Net (increase) decrease in operating assets - Financial instruments and contractual commitments (20,362) 11,422 Commodities and related products and instruments (223) 292 Collateralized short-term financing agreements (18,622) (6,234) Receivables (1,535) (157) Other (71) (72) - ---------------------------------------------------------------------------------------------------------------------- Net (increase) decrease in operating assets (40,813) 5,251 - ---------------------------------------------------------------------------------------------------------------------- Increase (decrease) in operating liabilities - Collateralized short-term financing agreements 29,687 (16,448) Short-term borrowings 1,219 (3,014) Financial and commodities-related instruments sold, not yet purchased, and contractual commitments 3,551 14,175 Payables and accrued liabilities 3,733 (1,011) - ---------------------------------------------------------------------------------------------------------------------- Net increase (decrease) in operating liabilities 38,190 (6,298) - ---------------------------------------------------------------------------------------------------------------------- Net cash used in operating activities (2,188) (423) - ---------------------------------------------------------------------------------------------------------------------- Cash flows from financing activities: Issuance of term debt 4,055 2,621 Issuance of preferred stock, Series E - 250 Employee stock purchase and option plans 5 - Term debt maturities and repurchases (1,192) (1,969) Collateralized mortgage obligations (63) (284) Purchase of common stock for treasury (103) (49) Dividends on common stock (34) (34) Dividends on preferred stock* (30) (35) - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by financing activities 2,638 500 - ---------------------------------------------------------------------------------------------------------------------- Cash flows from investing activities: Assets securing collateralized mortgage obligations 63 351 Proceeds from sale of Basis Petroleum 365 - Property, plant and equipment (27) (69) - ---------------------------------------------------------------------------------------------------------------------- Net cash provided by investing activities 401 282 - ---------------------------------------------------------------------------------------------------------------------- Net increase in cash and interest bearing equivalents 851 359 Cash and interest bearing equivalents at January 1, 1,230 1,454 - ---------------------------------------------------------------------------------------------------------------------- Cash and interest bearing equivalents at June 30, $ 2,081 $ 1,813 ====================================================================================================================== <FN> The accompanying Notes to Unaudited Condensed Consolidated Financial Statements and the Unaudited Consolidated Summary of Options and Contractual Commitments are integral parts of this statement. * For the six months ended June 30, 1997 and 1996, dividends on preferred stock were reduced by the aftertax impact ( $8 million and $12 million) of interest rate swaps that effectively convert the Company's fixed-rate obligations to variable-rate obligations. </FN> 6 Salomon Inc and Subsidiaries Notes to Unaudited Condensed Consolidated Financial Statements June 30, 1997 1. Basis of Presentation The Unaudited Condensed Consolidated Financial Statements are prepared in accordance with generally accepted accounting principles in the U.S. and prevailing industry practice, both of which require the use of management's best judgment and estimates. Estimates, including the fair value of financial instruments, may vary from actual results. In the opinion of management, the statements of income, financial condition and cash flows include all normal recurring adjustments necessary for a fair presentation for the periods presented. Certain reclassifications have been made from amounts previously reported to conform to the current year presentation. The Unaudited Condensed Consolidated Financial Statements include the accounts of Salomon Inc and all majority-owned subsidiaries (collectively, the "Company"), with the exception of Basis Petroleum, Inc. ("Basis"), which is presented as discontinued operations as discussed in Note 3. The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. 2. Accounting Policies Derivatives Used for Trading Purposes Derivative instruments ("derivatives" or "contractual commitments") used for trading purposes are carried on the balance sheet at either market value or, when market prices are not readily available, fair value, with changes in value recognized currently in earnings. Contractual commitments used for trading purposes include interest rate swap agreements, swap options, caps and floors, options, warrants, futures and forward contracts as well as commodity swaps, options, futures and forward contracts. Contractual commitments in a net receivable position, as well as options owned and warrants held, are reported as assets in "Options and contractual commitments." Similarly, contractual commitments in a net payable position, as well as options written and warrants issued, are reported as liabilities in "Financial options and contractual commitments" or "Commodities, including options and contractual commitments." This category also includes the Company's long-term obligations that have principal repayments directly linked to equity securities of unaffiliated issuers for which the Company holds in inventory a note exchangeable for the same equity securities. Margin on futures contracts is included in "Receivables" and "Payables and accrued liabilities." The market values (unrealized gains and losses) associated with contractual commitments are reported net by counterparty, provided a legally enforceable master netting agreement exists, and are netted across products and against cash collateral when such provisions are stated in the master netting agreement. Revenues generated from derivative instruments used for trading purposes are reported as "Principal transactions" and include realized gains and losses as well as unrealized gains and losses resulting from changes in the market or fair value of such instruments. Derivatives Used for Non-Trading Purposes Non-trading derivative instruments which are designated as hedges must be effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. Accordingly, changes in the market or fair value of the derivative instrument must be highly correlated with changes in the market or fair value of the underlying hedged item. The Company monitors the effectiveness of its hedges by periodically comparing the change in value of the derivative instrument with the change in value of the underlying hedged item. Contractual commitments used as hedges include interest rate swaps, cross currency swaps and forward currency contracts. 7 Interest rate swaps, including cross currency swaps, are utilized to effectively convert the Company's fixed rate preferred stock and guaranteed preferred beneficial interests in Company subordinated debt securities ("TRUPS"), a portion of its short-term borrowings and the majority of its fixed rate term debt to variable rate instruments. These swaps are recorded "off-balance sheet," with accrued inflows and outflows reflected as adjustments to interest expense and/or dividends, as appropriate. Adjustments to preferred stock dividends are recorded on an after tax basis. Upon early termination of an underlying hedged instrument, the derivative is accounted for at market or fair value. The impact of recording the market or fair value of the derivative instrument "on-balance sheet" is recognized immediately in earnings. Changes in market or fair value of such instruments, or realized gains or losses resulting from the termination of such instruments, are recognized currently in earnings. The Company utilizes forward currency contracts to hedge a portion of the currency exchange rate exposure relating to non-U.S. dollar term debt issued by Salomon Inc (Parent Company). The impact of translating the forward currency contracts and the related debt to prevailing exchange rates is recognized currently in earnings. The Company also utilizes forward currency contracts to hedge certain investments in subsidiaries with functional currencies other than the U.S. dollar. The impact of marking open contracts to prevailing exchange rates and the impact of realized gains or losses on maturing contracts, both net of the related tax effects, are included in "Cumulative translation adjustments" in Stockholders' equity as is the impact of translating the investments being hedged. Upon the disposition of an investment in a subsidiary with a functional currency other than the U.S. dollar, accumulated gains or losses previously included in "Cumulative translation adjustments" are recognized immediately in earnings. Derivative instruments that do not meet the criteria to be designated as a hedge are considered trading derivatives and are recorded at market or fair value. 3. Discontinued Operations On May 1, 1997, the Company completed the sale of all of the outstanding stock of Basis Petroleum, Inc. to Valero Energy Corporation ("Valero"). Upon closing, the Company received cash proceeds of $365 million and Valero common stock with a market value of $120 million. In July 1997, the Company paid Valero $3 million in connection with the final determination of working capital. In addition, the Company is entitled to participation payments based on a fixed notional throughput and the difference, if any, between an average market crackspread, as defined, and a base crackspread, as defined, over each of the next ten years, but subject to the limitation that the total of the participation payments is capped at $200 million, with a maximum of $35 million per year. Basis is classified as a discontinued operation in the Company's Condensed Consolidated Financial Statements. 4. Commitments and Contingencies Outstanding legal matters are discussed in Note 17 to the Audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Management of the Company, after consultation with outside legal counsel, believes that the ultimate resolution of legal proceedings and environmental matters (taking into consideration applicable reserves) will not have a material adverse effect on the Company's financial condition; however, there could be a material adverse impact on operating results in future periods depending in part on the results for such periods. Additional information on legal proceedings is included in "Item 1. Legal Proceedings." 8 The Company's ongoing process of upgrading its financial and operating systems is focused on: supporting the multi-entity, multi-currency, multi-time zone aspects of its businesses; improving control over complex, cross-entity transactions; facilitating standardized technology platforms, operating procedures, and fungibility of resources around the world; eliminating redundant regional applications; reducing future technology and operations costs; and efficiently meeting market and regulatory changes. Additionally, in order to adapt systems for Year 2000 processing and the European Monetary Union, the Company anticipates incurring $100 million to $150 million in additional expenses through the Year 2000. 5. Guaranteed preferred beneficial interests in Company subordinated debt securities The Company has $345 million, or 13,800,000 TRUPS units, outstanding. Each TRUPS unit includes a 9 1/4% mandatorily redeemable preferred security of the SI Financing Trust I (the "Trust") and a purchase contract which requires the holder to purchase, in 2021 (or earlier if the Company elects to accelerate the contract), one depositary share representing a one-twentieth interest in a share of Salomon Inc's 9 1/2% Cumulative Preferred Stock, Series F. The Trust, which is a wholly-owned subsidiary of the Company, was established for the sole purpose of issuing the 9 1/4% preferred securities and common securities and investing the proceeds in $356 million aggregate principal amount of 9 1/4% subordinated debt securities issued by Salomon Inc due June 30, 2026. 6. Net Capital Certain U.S. and non-U.S. subsidiaries are subject to securities and commodities regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. The Company's principal regulated subsidiaries are discussed below. Salomon Brothers Inc ("SBI") is registered as a broker-dealer with the U.S. Securities and Exchange Commission ("SEC") and is subject to the SEC's Uniform Net Capital Rule, Rule 15c3-1, which requires net capital, as defined under the alternative method, of not less than the greater of 2% of aggregate debit items arising from customer transactions, as defined, or 4% of funds required to be segregated for customers' regulated commodity accounts, as defined. Although net capital, aggregate debit items and funds required to be segregated change from day to day, at June 30, 1997, SBI's net capital was $1.0 billion, $938 million in excess of regulatory requirements. Salomon Brothers International Limited ("SBIL") is authorized to conduct investment business in the United Kingdom by the Securities and Futures Authority ("SFA") in accordance with the Financial Services Act 1986. The SFA requires SBIL to have available at all times financial resources, as defined, sufficient to demonstrate continuing compliance with its rules. At June 30, 1997, SBIL's financial resources were $483 million in excess of regulatory requirements. Salomon Brothers Asia Limited ("SBAL") and Salomon Brothers AG ("SBAG") are also subject to requirements to maintain specified levels of net capital or its equivalent. At June 30, 1997, SBAL's net capital was $305 million above the minimum required by Japan's Ministry of Finance. SBAG's net capital was $1 million above the minimum required by Germany's Banking Supervisory Authority. In addition, in order to maintain its triple-A rating, Salomon Swapco Inc ("Swapco") must maintain minimum levels of capital in accordance with agreements with its rating agencies. At June 30, 1997, 9 Swapco was in compliance with all such agreements. Swapco's capital requirements are dynamic, varying with the size and concentration of its counterparty receivables. 7. Summary of Revenues from Continuing Operations The following tables present revenues, net of interest expense for the six months ended June 30, 1997 and 1996. Six Months Ended June 30, 1997 Principal Transactions & Net Interest and Investment (Dollars in millions) Dividends Banking Commissions Other Total - ---------------------------------------------------------------------------------------------------------------------------------- Fixed income sales and trading $ 1,046 $ - $ 5 $ - $ 1,051 Equity sales and trading 278 - 194 - 472 Global investment banking - 441 - - 441 Commodities trading 116 - - - 116 Asset management 8 - - 29 37 Other (3) - - (2) (5) - ---------------------------------------------------------------------------------------------------------------------------------- Total revenues, net of interest expense $ 1,445 $ 441 $ 199 $ 27 $ 2,112 ================================================================================================================================== Six Months Ended June 30, 1996 Principal Transactions & Net Interest and Investment (Dollars in millions) Dividends Banking Commissions Other Total - ---------------------------------------------------------------------------------------------------------------------------------- Fixed income sales and trading $ 1,430 $ - $ 8 $ - $ 1,438 Equity sales and trading 175 - 157 - 332 Global investment banking - 432 - - 432 Commodities trading 217 - - - 217 Asset management 1 - - 22 23 Other 19 - - - 19 - ---------------------------------------------------------------------------------------------------------------------------------- Total revenues, net of interest expense $ 1,842 $ 432 $ 165 $ 22 $ 2,461 ================================================================================================================================== 8. Impact of New Accounting Standards In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." The Company is currently assessing these statements, which are effective for fiscal years beginning after December 15, 1997 and establish standards for the reporting and display of comprehensive income and disclosure related to segments. 10