-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Aehb49YfPIFnki65TwYdI0ROcmU4L17UwlGS3733xXmGOKGdwfs0UtCLz2MMNnPr CUNOXcXe41Ign5GDCNuJDQ== 0000950112-96-002225.txt : 19960701 0000950112-96-002225.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950112-96-002225 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVELERS GROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09924 FILM NUMBER: 96588464 BUSINESS ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: LEGAL DEPT 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2128168000 MAIL ADDRESS: STREET 1: 388 GREENWICH ST STREET 2: LEGAL DEPT 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT GROUP INC DATE OF NAME CHANGE: 19890102 10-K/A 1 TRAVELERS GROUP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM 10-K/A-1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ ---------------------- Commission file nuumber 1-9924 TRAVELERS GROUP INC. (Exact name of registrant as specified in its charter) Delaware 52-1568099 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 388 Greenwich Street, New York, New York 10013 (Address of principal executive offices) (zip Code) (212) 816-8000 (Registrant's telephone number, including area code) ---------------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which ------------------------------ Title of each class registered ------------------- ---------- Common Stock, par value $ .01 per New York Stock Exchange and share Pacific Stock Exchange Depositary Shares, each representing New York Stock Exchange 1/10th of a share of 8.125% Cumulative Preferred Stock, Series A 5.50% Convertible Preferred Stock, New York Stock Exchange Series B Depositary Shares, each representing 1/2 New York Stock Exchange of a share of 9.25% Preferred stock, Series D 7 3/4% Notes Due June 15, 1999 New York Stock Exchange 7 5/8% Notes Due January 15, 1997 New York Stock Exchange 1998 Warrants to Purchase common Stock New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form lO-K. [X] The aggregate market value of the voting stock held by nonaffiliates of the registrant as of March 6, 1996 was approximately $21 billion. As of March 6, 1996, 319,082,594 shares of the registrant's common stock, par value $.01 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant's Annual Report to Stockholders for the fiscal year ended ~December 31, 1995 are incorporated by reference into Part II of this Form 10-K/A-1. Certain portions of the registrant's Proxy Statement for the 1996 Annual Meeting of Stockholders held on April 26, 1996 are incorporated by reference into Part III of this Form 10-K/A-1. EXPLANATORY NOTE This Form 10-K/A-1 is being filed to include as exhibits to the Form 10-K financial statements for certain of the Company's employee savings plans, pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, as amended, and to make certain additional changes to the exhibits. Other than the related additions to the Exhibit Index, the text of Item 14 has not been amended and speaks as of the date of the original filing of the Form 10-K. PART IV ------- Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as a part of the report: (1) Financial Statements. See Index to Consolidated Financial Statements and Schedules on page F-1 hereof. Also filed as a part of this report are the preacquisition consolidated balance sheets of The Travelers Corporation and Subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of operations and retained earnings and cash flows for each of the three years in the period ended December 31, 1993, together with the notes thereto and the related report of Independent Accountants. See Exhibit 99.01. (2) Financial Statement Schedules. See Index to Consolidated Financial Statements and Schedules on page F-1 hereof. (3) Exhibits: See Exhibit Index. (b) Reports on Form 8-K: On October 12, 1995, the Company filed a Current Report on Form 8-K dated October 2, 1995, reporting under Item 2 thereof the disposition of its interest in The MetraHealth Companies, Inc. On December 4, 1995, the Company filed a Current Report on Form 8-K dated November 28, 1995, reporting under Item 5 thereof its agreement to purchase the domestic property and casualty insurance operations of Aetna. No other reports on Form 8-K were filed during the fourth quarter of 1995; however, on January 19, 1996, the Company filed a Current Report on Form 8-K dated January 19, 1996 (which was amended by a Form 8-K/A-1 filed February 6, 1996), including under Item 5 thereof certain financial information related to the domestic property and casualty insurance operations to be acquired by the Company from Aetna; and on January 23, 1996, the Company filed a Current Report on Form 8-K dated January 16, 1996, reporting under Item 5 thereof the results of its operations for the three months and twelve months ended December 31, 1995 and certain other selected financial data. EXHIBIT INDEX ------------- Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 3.01 Restated Certificate of Incorporation of Travelers Group Inc. (formerly The Travelers Inc.), (the "Company") and Certificate of Designation of Cumulative Adjustable Rate Preferred Stock, Series Y, and Certificate of Amendment to the Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995 (File No. 1- 9924) (the "Company's March 31, 1995 10-Q"). 3.02 By-Laws of the Company as amended through January 24, 1996. 10.01* Employment Protection Agreement, dated as of December 31, 1987, between the Company (as successor to Commercial Credit Company ("CCC")) and Sanford I. Weill, incorporated by reference to Exhibit 10.03 to CCC's Annual Report on Form 10-K for the fiscal year ended December 31, 1987 (File No. 1-6594). 10.02* Stock Option Plan of the Company, as amended through September 27, 1995, incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995 (File No. 1-9924) (the "Company's September 30, 1995 10-Q"). 10.03* Retirement Benefit Equalization Plan of the Company (as successor to Primerica Holdings, Inc.), as amended, incorporated by reference to Exhibit 10.03 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-9924) (the "Company's 1993 10-K). 10.04* Letter Agreement between Joseph A. Califano, Jr. and the Company, dated December 14, 1988, incorporated by reference to Exhibit 10.21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (File No. 1-9924) (the "Company's 1988 10-K"). 10.05.1* The Company's Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.21.2 to the Company's 1988 10-K. Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 10.05.2* Amendment to the Company's Deferred Compensation Plan for Directors, dated July 22, 1992, incorporated by reference to Exhibit 10.06.2 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-9924) (the "Company's 1992 10-K"). 10.06.1* Supplemental Retirement Plan of the Company, incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-9924) (the "Company's 1990 10-K"). 10.06.2* Amendment to the Company's Supplemental Retirement Plan, incorporated by reference to Exhibit 10.06.2 to the Company's 1993 10-K. 10.07* The Travelers Inc. Executive Performance Compensation Plan, effective April 27, 1994. 10.08.1* Capital Accumulation Plan of the Company (the "CAP Plan"), as amended to November 30, 1995. 10.08.2* Amendment No. 9 to the CAP Plan. 10.09* Agreement dated December 21, 1993 between the Company and Edward H. Budd, incorporated by reference to Exhibit 10.22 to the Company's 1993 10-K. 10.10* The Travelers Inc. Deferred Compensation and Partnership Participation Plan, incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K/A-1 for the fiscal year ended December 31, 1994 (File No. 1-9924). 10.11 Stock Purchase Agreement dated as of November 28, 1995, between The Travelers Insurance Group Inc. and Aetna Life and Casualty Company, incorporated by reference to Exhibit 10.1 to Aetna Life and Casualty Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 1-5704). Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 10.12.1* Employment Agreement dated June 23, 1993, by and among SBI, the Company and Robert F. Greenhill (the "RFG Employment Agreement"), incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1993 (File No. 1-9924) (the "Company's September 30, 1993 10-Q"). 10.12.2* Amendment to the RFG Employment Agreement, incorporated by reference to Exhibit 10.17.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994 (File No. 1-9924) (the "Company's March 31, 1994 10-Q"). 10.13* Memorandum of Sale dated June 23, 1993, between the Company and Robert F. Greenhill, incorporated by reference to Exhibit 10.02 to the Company's September 30, 1993 10-Q. 10.14* Registration Rights Agreement dated June 23, 1993, between the Company and Robert F. Greenhill, incorporated by reference to Exhibit 10.03 to the Company's September 30, 1993 10-Q. 10.15* Restricted Shares Agreement dated June 23, 1993, by and between the Company and Robert F. Greenhill, incorporated by reference to Exhibit 10.04 to the Company's September 30, 1993 10-Q. 10.16* Employment Agreement effective January 1, 1995 between the Company and Michael A. Carpenter, incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 1-9924) (the "Company's 1994 10-K"). 10.17.1* The Travelers Corporation 1982 Stock Option Plan, as amended January 10, 1992, incorporated by reference to Exhibit 10(a) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1991 (File No. 1-5799) (the "old Travelers' 1991 10-K"). 10.17.2* Amendment to The Travelers Corporation 1982 Stock Option Plan, incorporated by reference to Exhibit 10.23.2 to the Company's 1994 10-K. Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 10.18.1* The Travelers Corporation 1988 Stock Incentive Plan, as amended April 7, 1992, incorporated by reference to Exhibit 10(b) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1992 (File No. 1-5799) (the "old Travelers' 1992 10-K"). 10.18.2* Amendment to The Travelers Corporation 1988 Stock Incentive Plan, incorporated by reference to Exhibit 10.24.2 to the Company's 1994 10-K. 10.19* The Travelers Corporation 1984 Management Incentive Plan, as amended effective January 1, 1991, incorporated by reference to Exhibit 10(c) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1990 (File No. 1-5799). 10.20* The Travelers Corporation Supplemental Benefit Plan, effective December 20, 1992, incorporated by reference to Exhibit 10(d) to the Annual Report on the old Travelers' 1992 10-K. 10.21* The Travelers Corporation TESIP Restoration and Non- Qualified Savings Plan, effective January 1, 1991, incorporated by reference to Exhibit 10(e) to the old Travelers' 1991 10-K. 10.22* The Travelers Severance Plan of Officers, as amended September 23, 1993, incorporated by reference to Exhibit 10.30 to the Company's 1993 10-K. 10.23* The Travelers Corporation Directors' Deferred Compensation Plan, as amended November 7, 1986, incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1986 (File No. 1-5799). 10.24* Employment Agreement dated as of December 30, 1994, between SBI and Joseph J. Plumeri II, incorporated by reference to Exhibit 10.30 to the Company's 1994 10-K. 11.01 Computation of Earnings Per Share. 12.01 Computation of Ratio of Earnings to Fixed Charges. Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 13.01 Pages 30 through 70 of the 1995 Annual Report to Stockholders of the Company (pagination of exhibit does not correspond to pagination in the 1995 Annual Report to Stockholders). 21.01 Subsidiaries of the Company. 23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 23.02 Consent of Coopers & Lybrand L.L.P., Independent Accountants. 23.03** Accountants' consents to incorporation by reference of Electronic reports filed with Exhibits 99.07 and 99.08. 24.01 Powers of Attorney. 27.01 Financial Data Schedule. 28.01 Information from Reports Furnished to State Insurance Regulatory Authorities. Schedule P of the Combined Annual Statement of The Travelers Insurance Group Inc. and its affiliated property and casualty insurers. 99.01 Consolidated balance sheets of The Travelers Corporation and Subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of operations and retained earnings and cash flows for each of the three years in the period ended December 31, 1993, together with the notes thereto and the related report of Independent Accountants. 99.02 The fourth paragraph of page 26 of the Company's September 30, 1993 10-Q (File No. 1-9924). 99.03 The third paragraph of page 16 of the Quarterly Report on Form 10-Q of Smith Barney Holdings Inc. for the fiscal quarter ended September 30, 1994 (File No. 1- 12484). 99.04 The paragraph that begins on page 2 and ends on page 3 of the Company's Current Report on Form 8-K dated March 1, 1994 (File No. 1-9924). 99.05 The second paragraph of page 29 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994 10-Q (File No. 1-9924). Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 99.06** The second paragraph of page 30 of the Company's Electronic September 30, 1995 10-Q (File No. 1-9924). 99.07** 1995 Financial Statements of The Travelers Savings, Electronic Investment and Stock Ownership Plan. 99.08** 1995 Financial Statements of Travelers Group 401(k) Electronic Savings Plan. The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Commission upon request. The financial statements required by Form 11-K for 1995 for the Company's employee savings plans are being filed as exhibits to this Form 10-K/A-1 pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, as amended. Copies of any of the exhibits referred to above will be furnished at a cost of $.25 per page (although no charge will be made for the 1995 Annual Report on Form 10-K) to security holders who make written request therefor to Corporate Communications and Investor Relations Department, Travelers Group Inc., 388 Greenwich Street, New York, New York 10013. -------------- * Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K. ** Filed with Form 10-K/A-1. Except as otherwise indicated, all other exhibits were filed with the initial filing of the Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of June, 1996. TRAVELERS GROUP INC. (Registrant) By: /s/ IRWIN ETTINGER . . . . . . . . . . . . . . . . . . . Irwin Ettinger Executive Vice President EXHIBIT INDEX ------------- Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 3.01 Restated Certificate of Incorporation of Travelers Group Inc. (formerly The Travelers Inc.), (the "Company") and Certificate of Designation of Cumulative Adjustable Rate Preferred Stock, Series Y, and Certificate of Amendment to the Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995 (File No. 1- 9924) (the "Company's March 31, 1995 10-Q"). 3.02 By-Laws of the Company as amended through January 24, 1996. 10.01* Employment Protection Agreement, dated as of December 31, 1987, between the Company (as successor to Commercial Credit Company ("CCC")) and Sanford I. Weill, incorporated by reference to Exhibit 10.03 to CCC's Annual Report on Form 10-K for the fiscal year ended December 31, 1987 (File No. 1-6594). 10.02* Stock Option Plan of the Company, as amended through September 27, 1995, incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995 (File No. 1-9924) (the "Company's September 30, 1995 10-Q"). 10.03* Retirement Benefit Equalization Plan of the Company (as successor to Primerica Holdings, Inc.), as amended, incorporated by reference to Exhibit 10.03 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-9924) (the "Company's 1993 10-K). 10.04* Letter Agreement between Joseph A. Califano, Jr. and the Company, dated December 14, 1988, incorporated by reference to Exhibit 10.21.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1988 (File No. 1-9924) (the "Company's 1988 10-K"). 10.05.1* The Company's Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.21.2 to the Company's 1988 10-K. Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 10.05.2* Amendment to the Company's Deferred Compensation Plan for Directors, dated July 22, 1992, incorporated by reference to Exhibit 10.06.2 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (File No. 1-9924) (the "Company's 1992 10-K"). 10.06.1* Supplemental Retirement Plan of the Company, incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-9924) (the "Company's 1990 10-K"). 10.06.2* Amendment to the Company's Supplemental Retirement Plan, incorporated by reference to Exhibit 10.06.2 to the Company's 1993 10-K. 10.07* The Travelers Inc. Executive Performance Compensation Plan, effective April 27, 1994. 10.08.1* Capital Accumulation Plan of the Company (the "CAP Plan"), as amended to November 30, 1995. 10.08.2* Amendment No. 9 to the CAP Plan. 10.09* Agreement dated December 21, 1993 between the Company and Edward H. Budd, incorporated by reference to Exhibit 10.22 to the Company's 1993 10-K. 10.10* The Travelers Inc. Deferred Compensation and Partnership Participation Plan, incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K/A-1 for the fiscal year ended December 31, 1994 (File No. 1-9924). 10.11 Stock Purchase Agreement dated as of November 28, 1995, between The Travelers Insurance Group Inc. and Aetna Life and Casualty Company, incorporated by reference to Exhibit 10.1 to Aetna Life and Casualty Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (File No. 1-5704). Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 10.12.1* Employment Agreement dated June 23, 1993, by and among SBI, the Company and Robert F. Greenhill (the "RFG Employment Agreement"), incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1993 (File No. 1-9924) (the "Company's September 30, 1993 10-Q"). 10.12.2* Amendment to the RFG Employment Agreement, incorporated by reference to Exhibit 10.17.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994 (File No. 1-9924) (the "Company's March 31, 1994 10-Q"). 10.13* Memorandum of Sale dated June 23, 1993, between the Company and Robert F. Greenhill, incorporated by reference to Exhibit 10.02 to the Company's September 30, 1993 10-Q. 10.14* Registration Rights Agreement dated June 23, 1993, between the Company and Robert F. Greenhill, incorporated by reference to Exhibit 10.03 to the Company's September 30, 1993 10-Q. 10.15* Restricted Shares Agreement dated June 23, 1993, by and between the Company and Robert F. Greenhill, incorporated by reference to Exhibit 10.04 to the Company's September 30, 1993 10-Q. 10.16* Employment Agreement effective January 1, 1995 between the Company and Michael A. Carpenter, incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994 (File No. 1-9924) (the "Company's 1994 10-K"). 10.17.1* The Travelers Corporation 1982 Stock Option Plan, as amended January 10, 1992, incorporated by reference to Exhibit 10(a) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1991 (File No. 1-5799) (the "old Travelers' 1991 10-K"). 10.17.2* Amendment to The Travelers Corporation 1982 Stock Option Plan, incorporated by reference to Exhibit 10.23.2 to the Company's 1994 10-K. Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 10.18.1* The Travelers Corporation 1988 Stock Incentive Plan, as amended April 7, 1992, incorporated by reference to Exhibit 10(b) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1992 (File No. 1-5799) (the "old Travelers' 1992 10-K"). 10.18.2* Amendment to The Travelers Corporation 1988 Stock Incentive Plan, incorporated by reference to Exhibit 10.24.2 to the Company's 1994 10-K. 10.19* The Travelers Corporation 1984 Management Incentive Plan, as amended effective January 1, 1991, incorporated by reference to Exhibit 10(c) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1990 (File No. 1-5799). 10.20* The Travelers Corporation Supplemental Benefit Plan, effective December 20, 1992, incorporated by reference to Exhibit 10(d) to the Annual Report on the old Travelers' 1992 10-K. 10.21* The Travelers Corporation TESIP Restoration and Non- Qualified Savings Plan, effective January 1, 1991, incorporated by reference to Exhibit 10(e) to the old Travelers' 1991 10-K. 10.22* The Travelers Severance Plan of Officers, as amended September 23, 1993, incorporated by reference to Exhibit 10.30 to the Company's 1993 10-K. 10.23* The Travelers Corporation Directors' Deferred Compensation Plan, as amended November 7, 1986, incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of old Travelers for the fiscal year ended December 31, 1986 (File No. 1-5799). 10.24* Employment Agreement dated as of December 30, 1994, between SBI and Joseph J. Plumeri II, incorporated by reference to Exhibit 10.30 to the Company's 1994 10-K. 11.01 Computation of Earnings Per Share. 12.01 Computation of Ratio of Earnings to Fixed Charges. Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 13.01 Pages 30 through 70 of the 1995 Annual Report to Stockholders of the Company (pagination of exhibit does not correspond to pagination in the 1995 Annual Report to Stockholders). 21.01 Subsidiaries of the Company. 23.01 Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 23.02 Consent of Coopers & Lybrand L.L.P., Independent Accountants. 23.03** Accountants' consents to incorporation by reference of Electronic reports filed with Exhibits 99.07 and 99.08. 24.01 Powers of Attorney. 27.01 Financial Data Schedule. 28.01 Information from Reports Furnished to State Insurance Regulatory Authorities. Schedule P of the Combined Annual Statement of The Travelers Insurance Group Inc. and its affiliated property and casualty insurers. 99.01 Consolidated balance sheets of The Travelers Corporation and Subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of operations and retained earnings and cash flows for each of the three years in the period ended December 31, 1993, together with the notes thereto and the related report of Independent Accountants. 99.02 The fourth paragraph of page 26 of the Company's September 30, 1993 10-Q (File No. 1-9924). 99.03 The third paragraph of page 16 of the Quarterly Report on Form 10-Q of Smith Barney Holdings Inc. for the fiscal quarter ended September 30, 1994 (File No. 1- 12484). 99.04 The paragraph that begins on page 2 and ends on page 3 of the Company's Current Report on Form 8-K dated March 1, 1994 (File No. 1-9924). 99.05 The second paragraph of page 29 of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1994 10-Q (File No. 1-9924). Exhibit Filing Number Description of Exhibit Method ------ ---------------------- ------ 99.06** The second paragraph of page 30 of the Company's Electronic September 30, 1995 10-Q (File No. 1-9924). 99.07** 1995 Financial Statements of The Travelers Savings, Electronic Investment and Stock Ownership Plan. 99.08** 1995 Financial Statements of Travelers Group 401(k) Electronic Savings Plan. The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Commission upon request. The financial statements required by Form 11-K for 1995 for the Company's employee savings plans are being filed as exhibits to this Form 10-K/A-1 pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, as amended. Copies of any of the exhibits referred to above will be furnished at a cost of $.25 per page (although no charge will be made for the 1995 Annual Report on Form 10-K) to security holders who make written request therefor to Corporate Communications and Investor Relations Department, Travelers Group Inc., 388 Greenwich Street, New York, New York 10013. -------------- * Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K. ** Filed with Form 10-K/A-1. Except as otherwise indicated, all other exhibits were filed with the initial filing of the Form 10-K. EX-23.03 2 EXHIBIT 23.03 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Plans Administration Committee Travelers Group Inc.: We consent to the incorporation by reference in the Registration Statements (Nos. 33-32130, 33-43997 and 33-59524) on Form S-8 of Travelers Group Inc. of our report dated June 21, 1996 relating to the statements of net assets available for plan benefits of Travelers Group 401(k) Savings Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for the years then ended, and the supplemental schedules of assets held for investment purposes, assets held for investment purposes which were both acquired and disposed within the plan year, and reportable transactions as of and for the year ended December 31, 1995, which report is being filed with Form 10-K/A-1 as an amendment to the 1995 Annual Report on Form 10-K of Travelers Group Inc. /s/ KPMG Peat Marwick LLP New York, New York June 26, 1996 30 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Trustees and Participants The Travelers Savings, Investment and Stock Ownership Plan: We consent to the incorporation by reference in the Registration Statement (No. 33-52027) on Form S-8 of Travelers Group Inc. of our report dated June 21, 1996 relating to the statements of net assets available for plan benefits of The Travelers Savings, Investment and Stock Ownership Plan as of December 31, 1995 and 1994, and the related statement of changes in net assets available for plan benefits with fund information for the years then ended, and the supplemental schedule of assets held for investment purposes as of December 31, 1995, which report is being filed with Form 10-K/A-1 as an amendment to the 1995 Annual Report on Form 10-K of Travelers Group Inc. /s/ KPMG Peat Marwick LLP Hartford, Connecticut June 26, 1996 COOPERS & LYBRAND CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the incorporation by reference in the registration statement of Travelers Group Inc. on Form S-8 (File No. 33-52027) of our report, which includes an explanatory paragraph concerning the fact that in 1993, the Plan changed its method of accounting for amounts allocated to participants who have elected to withdraw from the Plan, but have not yet been paid, dated March 18, 1994 on our audit of the Statement of Changes in Net Assets Available for Plan Benefits with Fund Information for the year ended December 31, 1993 of The Travelers Savings, Investment and Stock Ownership Plan, which report is being filed with Form 10-K/A-1 as an amendment to the 1995 Annual Report on Form 10-K of Travelers Group Inc. /s/ COOPERS & LYBRAND L.L.P. Hartford, Connecticut June 27, 1996 EX-99.06 3 EXHIBIT 99.06 In July 1995, a purported class action was filed under the name Elvidio Vennettilli et al. v. Primerica Inc. et al. in the United States District Court for the Eastern District of Michigan on behalf of individuals who purchased interests in oil and gas rights owned by Basic Energy and Affiliated Resources Inc. ("BEAR"). Notwithstanding that the alleged violations were in contravention of agreements between the agents and Primerica Financial Services ("PFS") and did not involve securities of the Company or any subsidiary thereof, the complaint, which seeks unspecified monetary damages, alleges that defendants, including PFS, committed violations of the federal securities laws and common law fraud. The Company believes it has meritorious defenses and intends to contest the allegations. EX-99.07 4 EXHIBIT 99.07 THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN Annual Report to the Securities and Exchange Commission December 31, 1995 Exhibit 99.07 THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN CONTENTS -------- Page Independent Auditors' Reports 1 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 1995 and 1994 3 Statements of Changes in Net Assets Available for Plan Benefits with Fund Information for the Years Ended December 31, 1995, 1994 and 1993 4 Notes to Financial Statements 7 Supplemental Schedule: Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 14 INDEPENDENT AUDITORS' REPORT ---------------------------- To the Trustees and Participants of The Travelers Savings, Investment and Stock Ownership Plan: We have audited the accompanying statements of net assets available for plan benefits of The Travelers Saving, Investment and Stock Ownership Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits with fund information for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. As discussed in Note 6 to the financial statements, on January 1, 1996, the Plan was merged with the Travelers Group 401(K) Savings Plan. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1995 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedule and fund information have been subjected to the auditing procedures applied in the 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/ KPMG Peat Marwick LLP Hartford, Connecticut June 21, 1996 REPORT OF INDEPENDENT ACCOUNTANTS To the Trustees and Participants of The Travelers Savings, Investment and Stock Ownership Plan: We have audited the accompanying Statement of Changes in Net Assets Available for Plan Benefits with Fund Information of The Travelers Savings, Investment and Stock Ownership Plan for the year ended December 31, 1993. This financial statement is the responsibility of the Plan's management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. As more fully described in Note 3 to the financial statements, in 1993, the Plan changed its method of accounting for amounts allocated to participants who have elected to withdraw from the Plan but have not yet been paid. In our opinion, the financial statement referred to above presents fairly, in all material respects, the changes in net assets available for plan benefits for the year ended December 31, 1993, in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand, L.L.P. Hartford, Connecticut March 18, 1994 -2- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1995 AND 1994
1995 1994 ---- ---- Assets: Investments: At fair value: Investment in common stock of Travelers Group Inc. (cost $174,452,884 and $189,150,418) $ 280,154,528 $ 158,401,227 Investment in State Street Global Advisors Flagship Fund (cost $43,859,824 and $44,874,039) 59,129,825 45,496,180 Investment in State Street Global Advisors Russell 2000 Fund (cost $28,878,796 and $30,175,512) 35,648,760 29,660,853 Loans receivable from participants 22,165,930 22,191,958 Short-term investments 16,999,200 3,885,277 At estimated fair value: Investment in Series C Convertible Preferred Stock of Travelers Group Inc. (cost $234,946,681 and $234,946,681) 298,535,700 235,303,415 At contract value: Amounts held by The Travelers Insurance Company under group annuity contracts 517,176,602 504,584,794 ------------- ----------- Total investments 1,229,810,545 999,523,704 ------------- ----------- Receivables: Contributions receivable from employees 30,014 930,129 Contributions receivable from employer 896,446 4,180,611 Investment income accrued 59,541 52,147 ------------- --------- Total assets 1,230,796,546 1,004,686,591 ------------- ------------- Liabilities: Forfeiture credits due to employer 12,627,009 10,209,540 ESOP note payable 67,300,000 97,200,000 Accrued interest payable 324,930 486,486 Due to The Travelers Insurance Group Inc. 38,601,982 - ---------- ----------- Total liabilities 118,853,921 107,896,026 ----------- ----------- Net assets available for plan benefits $ 1,111,942,625 $ 896,790,565 =============== ==============
See accompanying notes to financial statements. -3- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995
Participant Directed ----------------------------------------------------------------- Common Fixed The S&P 500 Fixed Stock IRA Flagship Fund Fund Fund Fund ---- ---- ---- ---- Investment income Dividends $ - $ 4,550,288 $ - $ - Interest 29,477,624 4,713,287 - Net appreciation in the fair value of investments - 140,452,244 - 17,361,568 Contributions by employees 34,553,064 7,467,658 - 5,814,588 Contributions by employer - - - - ------------- ------------- ----------- ------------- Total Additions 64,030,688 152,470,190 4,713,287 23,176,156 ------------- ------------- ----------- ------------- Distributions to employees 60,488,676 19,270,004 5,429,354 4,911,555 Employer contributions forfeited - 353,665 - - Interest expense - - - - ------------- ------------- ----------- ------------- Total Deductions 60,488,676 19,623,669 5,429,354 4,911,555 ------------- ------------- ----------- ------------- Interfund transfers 8,687,929 (13,095,275) - 4,166,266 ------------- ------------- ----------- ------------- Net increase (decrease) 12,229,941 119,751,246 (716,067) 22,430,867 Net assets available for benefits Beginning of year 460,498,023 160,176,674 66,165,489 45,505,860 ------------- ----------- ----------- ---------- End of year $ 472,727,964 $ 279,927,920 $65,449,422 $ 67,936,727 ============= ============= =========== ============= Non- Participant Directed - ----------------- -------- The Russell 2000 ESOP Fund Fund Total ---- ---- ----- $ - $19,961,132 $ 24,511,420 126,333 34,317,244 8,524,464 63,232,285 229,570,561 4,733,719 - 52,569,029 - 14,384,513 14,384,513 ------------- -------------- ------------- 13,258,183 97,704,263 355,352,767 ------------- -------------- ------------- 3,030,117 39,474,947 132,604,653 - 3,116,625 3,470,290 - 4,125,764 4,125,764 ------------- -------------- ------------- 3,030,117 46,717,336 140,200,707 ------------- -------------- ------------- 2,095,549 (1,854,469) - ------------- --------------- ------------- 12,323,615 49,132,458 215,152,060 29,678,336 134,766,183 896,790,565 ------------- -------------- ------------- $ 42,001,951 $183,898,641 $ 1,111,942,625 ============= ============== ===============
See accompanying notes to financial statements. -4- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
Participant Directed ----------------------------------------------------------------- Common Fixed The S&P 500 Fixed Stock IRA Flagship Fund Fund Fund Fund ---- ---- ---- ---- Additions to net assets attributed to: Investment income Dividends $ - $ 3,117,367 $ - $ - Interest 29,233,937 - 4,838,487 - Net appreciation (depreciation) in the fair value of investments - (30,915,286) - 643,537 Contributions by employees 37,335,650 6,273,577 - 5,223,612 Contributions by employer - - - - ------------- ------------- ------------- ------------- Total Additions 66,569,587 (21,524,342) 4,838,487 5,867,149 ------------- ------------ ------------- ------------- Distributions to employees 54,743,643 13,802,052 6,116,856 4,483,666 Employer contributions forfeited - - - - Interest expense - - - - ------------- ------------- ------------- ------------- Total Deductions 54,743,643 13,802,052 6,116,856 4,483,666 ------------- ------------- ------------- ------------- Interfund transfers (5,000,616) 6,170,149 - (658,143) -------------- ------------- ------------- ------------- Net increase (decrease) 6,825,328 (29,156,245) (1,278,369) 725,340 Net assets available for benefits Beginning of year 453,672,695 189,332,919 67,443,858 44,780,520 ------------- ------------- ------------- ------------- End of year $ 460,498,023 $ 160,176,674 $ 66,165,489 $ 45,505,860 =============== ============== ============== ============= Non- Participant Directed ---------------------------------------- The Russell 2000 ESOP Fund Fund Total ---- ---- ----- $ - $ 19,961,132 $ 23,078,499 - 130,620 34,203,044 (596,379) (29,082,445) (59,950,573) 4,578,936 - 53,411,775 - 20,513,764 20,513,764 ------------- -------------- -------------- 3,982,557 11,523,071 71,256,509 ------------- -------------- -------------- 3,400,367 12,327,918 94,874,502 - 1,354,947 1,354,947 - 4,128,453 4,128,453 ------------- -------------- -------------- 3,400,367 17,811,318 100,357,902 ------------- -------------- -------------- 569,778 (1,081,168) - ------------- --------------- ------------- 1,151,968 (7,369,415) (29,101,393) 28,526,368 142,135,598 925,891,958 ------------- -------------- -------------- $ 29,678,336 $ 134,766,183 $ 896,790,565 ============= =============== ==============
See accompanying notes to financial statements. -5- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993
Participant Directed ----------------------------------------------------------------- Common Fixed Fixed Stock IRA Fund Fund Fund ---------- ----------- ------------ Additions to net assets attributed to: Investment income Dividends $ - $ 9,665,182 $ - Interest 31,497,860 4,178 5,246,045 Net appreciation in the fair value of investments - 24,017,461 - Contributions by employees 37,352,528 6,884,796 - Contributions by employer - - - ------------- ------------- ------------- Total Additions 68,850,388 40,571,617 5,246,045 ------------- ------------- ------------- Distributions to employees 35,216,739 11,052,774 5,062,897 Employer contributions forfeited 30,046 372,080 - Interest expense - - - ------------- ------------- ------------- Total Deductions 35,246,785 11,424,854 5,062,897 ------------- ------------- ------------- Cumulative effect of change in accounting method 137,818,152 47,625,561 2,697,788 Interfund transfers 7,729,830 (8,660,167) - ------------- -------------- ------------- Net increase 179,151,585 68,112,157 2,880,936 Net assets available for benefits Beginning of year 274,521,110 121,220,762 64,562,922 ------------- ------------- ------------- End of year $ 453,672,695 $ 189,332,919 $ 67,443,858 =============== ============== ============== Non- Participant Directed -------- The Travelers The Travelers Large Cap Small Cap ESOP Index Fund Index Fund Fund Total ----------- ----------- ------- ----- $ - $ - $ 19,689,657 $ 29,354,839 - - 69,574 36,817,657 3,961,000 3,811,908 17,517,503 49,307,872 6,485,141 4,269,319 - 54,991,784 - - 16,511,979 16,511,979 ------------- ------------- -------------- ------------- 10,446,141 8,081,227 53,788,713 186,984,131 ------------- ------------- -------------- ------------- 2,717,593 1,356,903 9,752,466 65,159,372 - - 3,568,192 3,970,318 - - 3,623,201 3,623,201 ------------- ------------- -------------- ------------- 2,717,593 1,356,903 16,943,859 72,752,891 ------------- ------------- -------------- ------------- 10,358,837 5,144,446 11,732,493 215,377,277 (2,011,193) 2,941,530 - - --------------- ------------- -------------- ------------- 16,076,192 14,810,300 48,577,347 329,608,517 28,704,328 13,716,068 93,558,251 596,283,441 ------------- ------------- -------------- ------------- $44,780,520 $ 28,526,368 $ 142,135,598 $ 925,891,958 ============ =============== =============== ==============
See accompanying notes to financial statements. -6- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS 1. PLAN DESCRIPTION The Travelers Savings and Investment Plan was adopted as of October 1, 1970 and, effective June 15, 1989, was renamed The Travelers Savings, Investment and Stock Ownership Plan (the Plan). The Plan is a qualified defined contribution plan under Section 401(a) of the Internal Revenue Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Cash or deferred contributions may be made to the Plan under Section 401(k) of the Internal Revenue Code. On December 31, 1993, The Travelers Corporation was merged into Primerica Corporation which was ultimately renamed Travelers Group Inc. This was effected through the exchange of .80423 shares of Travelers Group Inc. common stock for each share of The Travelers Corporation common stock (the merger). All subsidiaries of the former The Travelers Corporation were contributed to The Travelers Insurance Group Inc. (the Company), an indirect wholly-owned subsidiary of Travelers Group Inc. On January 3, 1995, the Company, together with Metropolitan Life Insurance Company (MetLife), formed the MetraHealth Companies, Inc. (MetraHealth) joint venture by contributing their medical businesses to MetraHealth in exchange for shares of common stock of MetraHealth. On October 1, 1995, the Company sold its interest in MetraHealth to United HealthCare Corporation. The employees that transferred from the Company to MetraHealth continued to participate in the Plan until December 31, 1995. Employees of the Company and certain of its subsidiaries and former subsidiaries over age 21 are eligible to participate in the Plan after completing six months of service with the Company. Eligible employees may authorize regular payroll deduction or elect to tax defer a portion of their salary subject to the maximum limitations set forth in the Internal Revenue Code. These deductions can be made in any whole percent and in total cannot exceed 15% of annual salary. Effective April 1, 1993, the Company matches 50% of the first 5% of tax deferred contributions by employees who were first hired before January 31, 1994 and participated in the Plan or The Pension Plan for Salaried Employees of The Travelers Corporation (the Pension Plan). The Company's matching contribution may be increased up to 150% of the first 5% of tax deferred contributions by employees depending on the Company's annual profitability. Prior to April 1, 1993, the Company's matching contribution was 100% of the first 5% of tax deferred contributions by employees. For employees who were first hired on or after January 31, 1994 or former employees who are re-hired on or after January 31, 1994 who did not previously participate in the Plan or the Pension Plan, the Company's matching contribution is 100% of pre-tax contributions up to an annual maximum of $1,000. Participants are 100% vested in their employee contributions. Full vesting of employer contributions generally occurs after completion of 5 years of service to the Company. If the Plan is terminated or if contributions are completely discontinued, each participant's interest in that portion of their account balance attributable to Company contributions shall become fully vested. Prior to January 1, 1990, employer contributions were invested principally in common stock of The Travelers Corporation that was held in the Common Stock Fund. Effective January 1, 1990, employer contributions were invested principally in The Travelers Corporation's $4.53 Series A ESOP Convertible Preference Stock (Series A Preference Stock). Effective December 31, 1993, employer contributions are invested in Travelers Group Inc.'s $4.53 ESOP Convertible Preferred Stock, Series C, $1.00 par value (Series C Convertible Preferred Stock). -7- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS, Continued 1. PLAN DESCRIPTION, Continued On June 15, 1989, the Plan was amended to include an Employee Stock Ownership Plan (the ESOP). On June 21, 1989, the ESOP borrowed $200 million, at a variable interest rate, from Chase Manhattan Bank. The variable interest rate, which is adjusted monthly, was 5.43% and 5.46% as of December 31, 1995 and 1994, respectively. Increasing semi-annual payments that began January 1, 1990 will fully amortize the debt by July 1, 1997. Principal payments made during 1995 and 1994 totaled $29.9 million and $27.7 million, respectively. The minimum principal payments to be made in 1996 and 1997 are $32.4 million and $34.9 million, respectively. The loan is guaranteed by Travelers Group Inc. On June 21, 1989, the trustee for the ESOP, Fleet Bank, purchased 3,755,869 shares of Series A Preference Stock for the ESOP for $200 million with the proceeds of the loan. On December 31, 1993, in conjunction with the merger, the shares of Series A Preference Stock were converted into shares of Series C Convertible Preferred Stock, which have substantially the same rights and privileges as the shares so converted. The Series C Convertible Preferred Stock is pledged as collateral for the loan and is being released from collateral as the loan is repaid. The company matches tax deferred contributions by employees as described above with the Series C Convertible Preferred Stock valued at the greater of its minimum value of $53.25 per share or the estimated fair value of the Series C Convertible Preferred Stock determined as described in Note 3. Each share of Series C Convertible Preferred Stock is guaranteed by Travelers Group Inc. at a minimum value of $53.25 and is entitled to receive a cumulative annual dividend of $4.53. Such dividends are reinvested in additional shares of Series C Convertible Preferred Stock at a cost equal to the value determined as described in Note 3. These shares are then subject to the same guaranteed minimum value. The Series C Convertible Preferred Stock may be held only by the ESOP trustee. It is convertible into Travelers Group Inc. common stock at the option of the issuer at a 1.2063 conversion rate on or after January 1, 1998. The Series C Convertible Preferred Stock is allocated to participants by a method that considers the debt service requirements of the ESOP. To the extent that the shares allocated by this method are not sufficient to meet the Company's matching obligation under the Plan, the Company will contribute additional Series C Convertible Preferred Stock, common stock or cash to the ESOP trust or will borrow from the shares to be allocated in the next year. The 1995 and 1993 matching obligation under the Plan exceeded the number of shares released as collateral for the loan resulting in 36,303 shares and 96,577 shares, respectively, of Series C Convertible Preferred Stock borrowed from the following year. In 1994, the shares released as collateral for the loan and the shares from withdrawals exceeded the Company's matching obligation under the Plan resulting in 22,930 shares of Series C Convertible Preferred Stock which were used to offset the shares borrowed in 1993. The Company has loaned the ESOP Trust $38,601,982 to purchase the ESOP shares from participants withdrawing from the ESOP Fund. The loan is unsecured and has been made on an interest - free basis. As of December 31, 1995 and 1994, participants in the ESOP had an aggregate beneficial interest in Series C Convertible Preferred Stock totaling $194.7 million and $143.2 million, respectively, (2,874,516 shares in 1995 based on the $67.75 per share estimated fair value at December 31, 1995, and 2,681,335 shares in 1994 based on the $53.40 per share estimated fair value at December 31, 1994). In addition, at December 31, 1995 and 1994, the ESOP had an aggregate beneficial interest in Series C Convertible Preferred Stock totaling $103.8 million and $92.1 million, respectively, (1,531,915 shares based on the $67.75 per share estimated fair value at December 31, 1995, and 1,725,096 shares based on the $53.40 per share at December 31, 1994) which were unallocated to participants in the ESOP. -8- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS, Continued 1. PLAN DESCRIPTION, Continued Upon termination of employment, a participant or surviving spouse or beneficiary will receive a lump sum distribution of the participant's vested account balance, or, if the account balance exceeds $3,500 at such time, the beneficiary may elect to defer payment or receive periodic installments based on various methods. If the termination of employment is due to retirement, total and permanent disability or death, a participant (or surviving spouse) may have the proceeds of the distribution used to purchase an annuity contract for their benefit. The Plan allows active, salaried employees to borrow up to 50% of their vested balance from the Plan not to exceed the total of their Fixed Fund balance, subject to the maximum limitations set forth in the Internal Revenue Code. All loans pay interest at a fixed rate set by the plan administrator that is at least equal to the Fixed Fund interest rate at the time of origination. Loan principal repayments and loan withdrawals are included in the statement of changes in net assets available for plan benefits as components of Fixed Fund Contributions by employees and distributions to employees, respectively. Loan principal repayments amounted to $8,617,037, $9,021,484 and $10,390,686 in 1995, 1994 and 1993, respectively. Loan withdrawals amounted to $10,060,662, $11,067,231 and $12,835,048 in 1995, 1994, and 1993, respectively. As a result of the merger, the Plan could not be amended or modified in any way prior to December 31, 1995 that would reduce or adversely affect the benefits provided by the Plan immediately prior to the merger. After December 31, 1995, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA (see Note 6). More detailed information as to contribution, loan, withdrawal and termination provisions and federal income tax effects of the Plan to participants is contained in the Plan prospectus. 2. INVESTMENT ALTERNATIVES Pursuant to the Plan, eligible employees of the Company may elect to invest their basic and supplemental contributions, as defined by the Plan, in several investment alternatives. The investment alternatives include: a group annuity contract issued by The Travelers Insurance Company, a subsidiary of the Company, having a fixed interest rate subject to annual adjustment; common stock of The Travelers Corporation through December 31, 1993 and common stock of Travelers Group Inc. effective January 1, 1994; participation in The Travelers Large Cap Index Fund through December 31, 1993 and participation in State Street Global Advisors S&P 500 Flagship Fund effective January 1, 1994; or participation in The Travelers Small Cap Index Fund through December 31, 1993 and participation in State Street Global Advisors Russell 2000 Fund effective January 1, 1994. Participants may invest their contributions in more than one fund. There were 25,099 and 26,907 persons participating in the plan at December 31, 1995 and 1994, respectively. This includes active, retired and terminated employee account balances. Effective January 1, 1987, the Plan was amended to prohibit contributions to individual retirement accounts. Prior to January 1, 1987, contributions were invested in a group annuity contract issued by The Travelers Insurance Company having a guaranteed fixed rate of interest for five plan years (Fixed IRA Fund). There were 3,926 and 4,409 persons participating under the individual retirement account provisions at December 31, 1995 and 1994, respectively. This includes active, retired and terminated employee account balances. -9- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS, Continued 3. SIGNIFICANT ACCOUNTING POLICIES Distributions Payable to Employees ---------------------------------- In July 1993, the American Institute of Certified Public Accountants (AICPA) changed its accounting treatment of distributions payable to employees. Effective with plan years ending December 31, 1993, the AICPA prohibits the recognition as a liability of amounts allocated to participants who have withdrawn from the Plan as of year-end, but for which distribution has not been made by year-end, in the statement of net assets available for plan benefits. As such, the statement of changes in net assets available for plan benefits with fund information for the year ended December 31, 1993 includes the cumulative effect of this change in accounting method. Disclosure of distributions payable to employees, however, is required. Accordingly, the balances relating to distributions payable for each fund, as shown below, have not been recorded as a liability in the statement of net assets available for plan benefits at December 31, 1995. These amounts have been recorded as distributions payable in the plan's Annual Return/Report of Employee Benefit Plan (Form 5500), in accordance with the Department of Labor's regulations.
DISTRIBUTIONS PAYABLE AT DISTRIBUTIONS PAYABLE AT FUND DECEMBER 31, 1995 DECEMBER 31, 1994 ---- ----------------- ----------------- Fixed Fund $ 3,099,933 $ 3,755,292 Common Stock Fund 2,991,921 1,243,725 Fixed IRA Fund 3,038,353 1,526,959 S&P 500 Flagship Fund 1,140,945 449,053 Russell 2000 Fund 528,561 142,251 ESOP Fund 984,136 777,039 ----------------- ----------------- Total $ 11,783,849 7,894,319 ================= =================
Valuation of Investments ------------------------ Fixed Fund: The amount held by The Travelers Insurance Company's general account under a group annuity contract is represented by contributions received and interest credited and reduced by amounts disbursed to participants. This contract provides for the repayment of principal and the crediting of interest. For 1995, 1994 and 1993, the annual interest rates earned under this contract were 6.5%, 6.6% and 7.5%, respectively. The group annuity contract is valued at contract value which approximates fair value. Common Stock Fund: At December 31, 1995, the Fund held 4,466,492 shares of common stock of Travelers Group Inc. carried at fair value and $306,674 of Short-Term Liquid Reserve Fund. At December 31, 1994, the Fund held 4,892,702 shares of common stock of Travelers Group Inc. Fixed IRA Fund: The amount held by The Travelers Insurance Company's general account under a group annuity contract for individual retirement accounts is increased by interest credited and reduced by amounts disbursed to participants. This contract provides for the repayment of principal and the crediting of interest. No contributions have been allowed since December 31, 1986. For amounts left on deposit for the 1995, 1994 and 1993 plan periods, the interest rates guaranteed by the Company were 7.75%, 5.7% and 7.05%, respectively. These rates are guaranteed for five plan years. Early withdrawal penalties apply. The group annuity contract is valued at contract value which approximates fair value. -10- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS, Continued 3. SIGNIFICANT ACCOUNTING POLICIES, Continued Valuation of Investments, Continued ------------------------ The S&P 500 Flagship Fund: The State Street Global Advisors S&P 500 Flagship Fund is an investment fund managed by The State Street Bank and Trust Company. The Travelers Large Cap Index Fund was a pooled separate account of The Travelers Insurance Company, and terminated on December 31, 1993. The principal investment objective of both funds is to track the return of the Standard and Poor's 500 Stock Index. The investments in both funds are carried at fair value based on quoted market prices. At December 31, 1995, the Plan held approximately 608,472 units at a unit value of $97.062 per unit, and $7,601,887 of Short-Term Liquid Reserve Fund. At December 31, 1994, the Plan held approximately 644,778 units at a unit value of $70.561 per unit. The Russell 2000 Fund: The State Street Global Advisors Russell 2000 Fund is an investment fund managed by The State Street Bank and Trust Company. The Travelers Small Cap Index Fund was a pooled separate account of The Travelers Insurance Company, and terminated on December 31, 1993. The principal investment objective of both funds is to track the return on the Russell 2000 Small Stock Index. The investments in both funds are carried at fair value based on quoted market prices. At December 31, 1995, the Plan held approximately 2,163,120 units at a unit value of $16.483 per unit, and $5,002,038 of Short-Term Liquid Reserve Fund. At December 31, 1994, the Plan held approximately 2,307,860 units at a unit value of $12.852 per unit. ESOP Fund: The principal objective of the ESOP is to invest the Company's matching contributions in shares of the Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock is carried at estimated fair value, which is the greater of the minimum value of $53.25 per share or estimated fair value as determined from an appraisal prepared by an independent appraiser. The appraiser is selected by the ESOP trustee with the approval of the Company. The value of the Series C Convertible Preferred Stock was $67.75 and $53.40 per share at December 31, 1995 and 1994, respectively. Temporary cash funds pending permanent investment or distribution may be invested by the trustee in qualifying short-term investments as defined in the Trust Agreement. These short-term investments are carried at fair value, based on quoted market prices, less accrued interest thereon, which is included in investment income accrued. Short-term investments consist of short-term money market accounts and investment grade commercial paper. Use of Estimates in the Preparation of the Financial Statements --------------------------------------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates. Other ----- The financial statements are prepared on the accrual basis of accounting. Purchases and sales of investments are recorded on the trade date. Dividend income and capital gain distributions are recognized on the ex-dividend date. Interest income is recorded when earned. Interest expense is recorded when incurred. -11- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS, Continued 3. SIGNIFICANT ACCOUNTING POLICIES, Continued OTHER, continued Net appreciation (depreciation) in the fair value of investments consists of the realized gains or losses and the unrealized appreciation (depreciation) on investments, and is reflected in the statement of changes in net assets available for plan benefits. Participant forfeitures are carried in Plan assets for a period of five years. If a formerly terminated participant is reemployed by the Company within that 5 year period, the forfeited amount relating to their account is returned to the participant. If the participant is not reemployed at the expiration of the 5 year period, forfeitures by Plan participants are used to reduce Company matching obligations under the Plan. 4. TAX STATUS The Internal Revenue Service issued a Determination Letter on July 27, 1995, which stated that the Plan and its underlying Trust qualify under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, are exempt from federal income taxes under Section 501(a). The Plan has been amended since the date of the Determination Letter. However, in the opinion of the Plan's administrator and tax counsel, the Plan is designed and continues to operate within the terms of the plan document and in compliance with the applicable requirements of the Code. 5. FEES AND EXPENSES Transaction Fees ---------------- Participants in The Travelers Small Cap Index Fund were assessed transaction fees through July 7, 1993. Transaction fees were discontinued after this date due to The Travelers Insurance Company's decision to terminate this and other index funds. Transaction fees were assessed on deposits, withdrawals and transfers based on actual brokerage and commission cost incurred on net participant activity, allocated on a pro rata basis. Transaction fees assessed to The Travelers Small Cap Index Fund on purchases of units were added to the investment basis. Transaction fees assessed to The Travelers Small Cap Index Fund on sales of units were included in net appreciation (depreciation) in the fair value of investments. -12- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS, Continued 5. FEES AND EXPENSES, Continued Administrative Expenses ----------------------- All expenses (excluding expenses incurred in connection with the purchase and sale of securities) incurred in administering the Plan are paid by the Company. The administrative expenses, including all trustee fees, were approximately $1.8 million, $1.7 million and 1.7 million for the years ended December 31, 1995, 1994 and 1993, respectively. 6. SUBSEQUENT EVENTS On January 1, 1996, the Plan was merged with Travelers Group 401(k) Savings Plan, and all assets and liabilities transferred at their December 31, 1995 values. The participants' benefits under the Plan will continue substantially unchanged under the Travelers Group 401(k) Savings Plan. Effective January 2, 1996, all assets and liabilities of the Plan, in the amount of $107,024,238, attributable to MetraHealth participants were transferred from the Travelers Group 401(k) Savings Plan to the United HealthCare Corporation 401(k) Savings Plan. On May 24, 1996, Travelers Group Inc. effected a 3-for-2 stock split of its common stock. Prior to the split, the Series C Convertible Preferred Stock was convertible to Travelers Group Inc. common stock at the option of the issuer at a .80423 conversion rate on or after January 1, 1998. Subsequent to the split, the conversion rate is 1.2063. 7. PLAN PARTICIPANTS The following affiliates and former affiliates of The Travelers Insurance Group Inc. have participated in the Plan during the past three years:
*Bankers and Shippers Indemnity Company *The Travelers Corporation *Bankers and Shippers Insurance Company *Travelers/EBS, Inc. *Burlington Acceptance Corporation *Travelers Equities Sales, Inc. *The Center for Corporate Health, Inc. *The Travelers Health Network, Inc. and Subsidiaries The Charter Oak Fire Insurance Company The Travelers Home and Marine Insurance Company *ConServCo, Inc. The Travelers Indemnity Company Constitution Plaza, Inc. The Travelers Indemnity Company of Connecticut Constitution State Service Company The Travelers Insurance Company First Trenton Indemnity Company *The Travelers Investment Management Company KP Properties Corporation The Travelers Indemnity Company of America *The Massachusetts Company, Inc. The Travelers Indemnity Company of Illinois *MetraHealth Insurance Company The Travelers Life and Annuity Company The Phoenix Insurance Company *The Travelers Life Insurance Company The Plaza Corporation Travelers Medical Management Services Premier Insurance Company of Massachusetts The Travelers Realty Investment Company The Prospect Company Travelers Specialty Property Casualty Company, Inc. TravCo Insurance Company Travelers Home Equity, Inc. Travelers Asset Management International Corporation
*Former Affiliate -13- THE TRAVELERS SAVINGS, INVESTMENT AND STOCK OWNERSHIP PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES as of December 31, 1995 -----------------------
Current Identity of Issuer Description Value Cost ------------------ ----------- ----- ---- *Travelers Group Inc. Common stock, par value $ 280,154,528 $ 174,452,884 $.01 (4,466,492 shares) *The Travelers Investment in group $ 517,176,602 $ 517,176,602 Insurance Company annuity contracts State Street Global Investment in Flagship $ 59,129,825 $ 43,859,824 Advisors Fund State Street Global Investment in Russell $ 35,648,760 $ 28,878,796 Advisors 2000 Fund *Travelers Group Inc. Series C Preferred Stock $ 298,535,700 $ 234,946,681 (4,406,431 shares) *Participant Loans 7.5% through 12.5% $ 22,165,930 $ 22,165,930 Ford Motor 5.7% commercial paper $ 4,054,000 $ 4,054,000 Credit Company dated 10/2/95 maturing 1/2/96 Fidelity U.S. Treasury Income $ 34,601 $ 34,601 Portfolio Daily Money Fund Citibank Short-Term Liquid $ 12,910,599 $ 12,910,599 Reserve Fund
* Represents party-in-interest. -14- EX-99.08 5 EXHIBIT 99.08 Travelers Group 401(k) Savings Plan Financial Statements and Schedules December 31, 1995 and 1994 (with Independent Auditors' Report Thereon) Travelers Group 401(k) Savings Plan December 31, 1995 and 1994 Index Page ---- Independent Auditors' Report 1 Financial Statements: Statements of Net Assets Available for Plan Benefits at December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Plan Benefits for the years ended December 31, 1995 and 1994 3 Notes to Financial Statements 4 Supplemental Schedules: Schedule to Form 5500: Item 27(a) Schedule of Assets Held for Investment Purposes at December 31, 1995 26 Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed Within the Plan Year for the year ended December 31, 1995 28 Schedule to Form 5500: Item 27(d) Schedule of Reportable Transactions for the year ended December 31, 1995 29 The other schedules required by Item 27 of Form 5500 are not applicable and are therefore omitted. Independent Auditors' Report To the Plans Administration Committee of Travelers Group Inc.: We have audited the accompanying statements of net assets available for plan benefits of Travelers Group 401(k) Savings Plan as of December 31, 1995 and 1994, and the related statements of changes in net assets available for plan benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. Our December 31, 1995 audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes, assets held for investment purposes which were both acquired and disposed within the plan year, and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements as of and for the year ended December 31, 1995 taken as a whole. /s/ KPMG Peat Marwick LLP New York, New York June 21, 1996 1 Travelers Group 401(k) Savings Plan Statements of Net Assets Available for Plan Benefits December 31, 1995 and 1994 1995 1994 ---- ---- Assets: Investments (notes 2 and 3) $1,193,575,670 $830,805,913 Cash 720,652 312,574 ------------- ----------- 1,194,296,322 831,118,487 ------------- ----------- Receivables: Contribution 21,930,809 25,670,548 Dividends and other 1,103,858 1,490,848 ------------- ----------- Total receivables 23,034,667 27,161,396 ------------- ----------- Total assets 1,217,330,989 858,279,883 ------------- ----------- Liabilities: Payable for investment purchases 1,537,443 3,206,995 ------------- ----------- Net assets available for plan benefits $1,215,793,546 $855,072,888 ============= =========== See accompanying notes to financial statements. 2 Travelers Group 401(k) Savings Plan Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1995 and 1994 1995 1994 ---- ---- Investment activity: Dividends $ 54,730,004 $ 37,721,863 Interest 10,397,567 11,979,519 Appreciation (depreciation) in fair value of investments 238,944,182 (65,295,864) ------------- ------------ 304,071,753 (15,594,482) Less: Trustee/administrative expenses (2,207,972) (2,163,517) ------------ ------------ Net investment income (loss) 301,863,781 (17,757,999) ------------- ------------ Contributions: Participant 112,718,750 115,976,200 Employer 24,143,255 30,677,722 Rollover 8,030,943 10,813,472 ------------- ------------- Total contributions 144,892,948 157,467,394 ------------- ------------- Distributions to participants (86,127,167) (60,657,867) ------------ ------------ Increase in net assets available for plan benefits 360,629,562 79,051,528 ------------- ------------- Net assets available for plan benefits: Beginning of year 855,072,888 772,462,946 Transfers from Lehman Brothers Holdings, Inc. 91,096 3,558,414 ------------- ------------- End of year $1,215,793,546 $ 855,072,888 ============= ============= See accompanying notes to financial statements. 3 Travelers Group 401(k) Savings Plan Notes to Financial Statements December 31, 1995 and 1994 1. Plan Description The following brief description of Travelers Group 401(k) Savings Plan (the "Plan") is provided for general information purposes only. Participants should refer to the Travelers Group 401(k) Savings Plan Document (as amended and restated as of June 30, 1994) for more complete information. The Plan covers all eligible employees of Travelers Group Inc. ("Travelers"), the Plan sponsor, and eligible employees of subsidiaries and affiliates of Travelers (the "Company") as may become participating companies. The Plan is administered by the Plans Administration Committee of Travelers Group Inc. The Plan is a defined contribution plan designed to encourage savings on the part of eligible employees. Eligible employees may elect to have a portion of their regular pay, including overtime, reduced each pay period, in any one percent increment, by an amount from 1% to 15% of their compensation (subject to a statutory limitation of $9,240 for each of 1995 and 1994) as "pre-tax contributions" and the Company will make a contribution, equal to a specified percentage of the participant's contribution, on their behalf as a pre-tax contribution. Pre-tax contributions and employer contributions, as well as the earnings thereon, are taxed to the participant only at the time of distribution. Travelers, for itself or on behalf of the Company, as appropriate, contributes a "matching employer contribution" on behalf of each participant as of the last day of the Plan year. For the years ended December 31, 1995 and 1994, the matching employer contribution made by Travelers equaled 100% of each participant's pre-tax contributions up to an annual maximum of $1,000. In addition, Travelers, for itself or on behalf of the Company, made contributions on behalf of eligible employees who elected to have pre- tax contributions invested in the Travelers Group Inc. Common Stock Fund by having such contributions invested at a 5% discount from the fair value of such stock ("discount contributions"). The Plan currently does not allow after-tax contributions. Although it has not expressed any intention to do so, Travelers has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). In the event of Plan termination, either full or partial, all amounts credited to the Participants' accounts shall become 100 percent vested and, therefore, not be subject to forfeiture. Fund Transfers and Allocation of Contributions ---------------------------------------------- Participants may elect to divide their contribution among funds in increments divisible by 5%. Matching employer contributions are invested in the Travelers Group Inc. Common Stock Fund. 4 Travelers Group 401(k) Savings Plan Notes to Financial Statements 1. Plan Description (Continued) A participant may elect to suspend his/her pre-tax contributions, as soon as administratively practicable, by filing prior written notice with the Plan administrator. Such participant may thereafter resume pre-tax contributions as of the first pay period beginning in any calendar month, subject to the Plan's notice requirements. In addition, a participant may change the rate of his/her pre-tax contributions as of the first pay period beginning in any calendar month, subject to the Plan's notice requirements. A participant may elect to change the allocation of future pre-tax contributions among the funds once each calendar month as of the first day of any pay period, subject to the Plan's notice requirements. A participant may elect to transfer the value of his/her pre-tax contributions in increments divisible by 5% or a specified number of whole shares from one or more of the investment funds to another investment fund or funds once each calendar month. The transfer will be effective as of the last business day of the calendar month subject to the Plan's notice requirements. Contributions ------------- The rights of a participant to his/her pre-tax contributions and any earnings thereon are at all times fully vested and non-forfeitable. Matching employer contributions are fully vested and non-forfeitable for those participants whose initial date of employment is before January 1, 1992. For those participants whose initial date of employment is on or after January 1, 1992, matching employer contributions are 100% vested and non-forfeitable after five years of service. Rollover and Transfer Contributions ----------------------------------- The Plan permits participants to have their interests in other qualified profit-sharing plans transferred to the Plan or to make rollover contributions into the Plan from an individual retirement account (or similar arrangement) resulting from a rollover from another qualified plan or directly from another qualified plan. Such transfers or rollovers to the Plan may only be made with the approval of the Plan administrator and do not affect any other contributions made by or on behalf of a participant. Loans ----- Subject to the Plan's provisions, the requirements contained within ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), a participant may apply for a loan from the Plan at an annual interest rate equal to one percentage point above the Prime Rate published in The Wall Street Journal for the first business day of the month in which the loan application is received. The loan repayment by a participant who is employed by the Company is generally made through after-tax payroll deductions. 5 Travelers Group 401(k) Savings Plan Notes to Financial Statements 1. Plan Description (Continued) Withdrawals ----------- Prior to termination of employment, a participant may withdraw, as of the last business day of any month, subject to the Plan's notice requirements, all or a portion of the value of his or her rollover contributions account, all or any portion of the vested value of his/her account if the participant has attained age 59-1/2 or becomes totally and permanently disabled, or all or any portion of the value of his/her pre-tax contributions account in the event of demonstrated financial hardship, subject to the Plan's provisions. Withdrawals to which a participant is entitled are the amounts that can be provided by the contributions and income thereon (including net realized and unrealized investment gains and losses) allocated to each participant's account. Withdrawals from the Travelers Group Inc. Common Stock Fund and the American Express Common Stock Fund may be paid in either shares of common stock or cash at the discretion of the participant. Fractional shares and withdrawals from other funds are paid in cash. Distributions ------------- The participant shall have distributed the total of his/her account in a lump-sum payment on the last business day of the month coincident with his/her retirement date. If the participant leaves the Company before retirement, he/she may elect to have his/her account distributed to him/her as of the last business day of the month coincident to his/her last day of employment. Distributions from the Travelers Group Inc. Common Stock Fund and the American Express Common Stock Fund may be paid in either shares of common stock or cash at the discretion of the participant. Fractional shares and distributions from other funds are paid in cash. Other Information ----------------- On April 26, 1995, the shareholders of Travelers approved an amendment changing the Company's name from The Travelers Inc. to Travelers Group Inc. Subsequent to this date, the Plan changed its name from The Travelers Inc. 401(k) Savings Plan to Travelers Group 401(k) Savings Plan and The Travelers Inc. Common Stock Fund changed its name to Travelers Group Inc. Common Stock Fund which invests in shares of Travelers Group Inc. Common Stock. During 1993, following the acquisition by the Company of the domestic retail brokerage and asset management businesses of Shearson Lehman Brothers Holdings Inc. ("Lehman"), the net assets of the 401(k) savings plan sponsored by Lehman (the "Shearson Plan"), that were attributable to the participants included in the acquisition, were transferred to the Plan. During 1994 and 1995, as prescribed by the acquisition document dated July 31, 1993, additional transfers were made between Lehman Brothers Holdings Inc. and the Plan. 6 Travelers Group 401(k) Savings Plan Notes to Financial Statements 1. Plan Description (Continued) During 1994, the assets of the American Express Daily Dividend Fund were transferred into the Smith Barney Money Fund; the assets of the Smith Barney Equity Fund were transferred into the Smith Barney Income and Growth Fund; the Salomon Brothers Capital Fund was transferred into the Smith Barney Appreciation Fund; and the Connecticut General GIC Fund was transferred into the Smith Barney Guaranteed Income Fund which was previously named the Shearson Fixed Income Fund. In addition, the Smith Barney World Fund changed its name to the Smith Barney International Equity Fund. During 1995, the assets of Smith Barney Global Opportunities Fund were transferred to the Smith Barney Money Fund. 2. Summary of Significant Accounting Policies (a) Accounting Method The financial statements of the Plan have been prepared on the accrual basis. (b) Investment Valuation and Income Recognition The Plan's investments are stated at fair value or cost plus accrued interest which approximates fair value, except for its investment contracts which are reflected in the financial statements at contract value. The aggregate fair value of the investment contracts included in the Smith Barney Guaranteed Income Fund was approximately $149 million at December 31, 1995. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Stock is valued at its quoted market price. Participant loans receivable are valued at cost which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in the fair value of investments include the Plan's investments bought, sold and held during the year. The following listing details the determination of the fair value of each of the Plan's investments at year end: The shares of common stock held by the Travelers Group Inc. Common Stock Fund and American Express Common Stock Fund are valued at the last reported sale price on the New York Stock Exchange for the last business day of the year. The shares of the following registered investment companies are valued at the net asset value per share as determined by Van Kampen American Capital: Van Kampen American Capital Comstock Fund Van Kampen American Capital Emerging Growth Fund Van Kampen American Capital Enterprise Fund Van Kampen American Capital Government Securities Fund 7 Travelers Group 401(k) Savings Plan Notes to Financial Statements 2. Summary of Significant Accounting Policies (Continued) Van Kampen American Capital Reserve Fund Common Sense Government Fund Common Sense Growth and Income Fund Common Sense Growth Fund Common Sense Money Market Fund The shares of the following registered investment companies are valued at the net asset value per share as determined by Smith Barney Mutual Funds Management Inc.: Smith Barney Income and Growth Fund Smith Barney Income Return Fund Smith Barney International Equity Fund Smith Barney Money Fund Smith Barney Aggressive Growth Fund Smith Barney Appreciation Fund Smith Barney Diversified Strategic Income Fund Smith Barney Global Opportunities Fund Smith Barney High Income Fund Smith Barney Utility Fund Smith Barney U.S. Government Securities Fund Smith Barney Special Equities Fund Smith Barney Managed Growth Fund Short-term money market investments, the Loan Fund and the Deferred Profit Sharing Plan are valued at cost plus accrued interest which approximates fair value. The Smith Barney Guaranteed Income Fund is valued at contract value. (c) Payment of Benefits Benefits are recorded when paid. (d) Use of Estimates in the Preparation of the Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the accounting period. Actual results could differ from those estimates. (e) Concentration of Credit Risk The Plan's investments are currently held with multiple registered investment companies as indicated in footnote 2(b), Investment Valuation and Income Recognition. The Plan places its investments with quality financial institutions and the Plan administrator believes that no significant concentration of credit risk exists with regard to investments. 8 Travelers Group 401(k) Savings Plan Notes to Financial Statements 2. Summary of Significant Accounting Policies (Continued) (f) Reclassification Certain reclassifications have been made to prior year's financial statements to conform to the current year's presentation. 3. Investments During the years ended December 31, 1995 and 1994, the Plan's investments [including investments bought, sold and held] appreciated (depreciated) in value by $238,944,182 and $(65,295,864), respectively, as follows: 1995 1994 ---- ---- Stock funds $ 169,831,278 $ (25,351,256) Mutual funds 69,112,904 (39,944,608) ------------ ------------ $ 238,944,182 $ (65,295,864) ============ ============ A summary of the investments in the Plan as of December 31, 1995 and 1994 is listed below. "Funds not yet invested" represent the line item "cash" on the accompanying statements of net assets available for plan benefits. Such amounts are included in a short-term liquid reserve fund pending allocation to the appropriate investment funds. 1995 Investment Funds Cost Value - --------------------- ---- ----- Travelers Group Inc. Common Stock Fund Invested $ 151,907,915 $ 304,814,224 Funds not yet invested 655,686 655,686 ----------- ----------- Total 152,563,601 305,469,910 ----------- ----------- Van Kampen American Capital Reserve Fund Invested 11,496,598 11,496,598 Funds not yet invested 2,563 2,563 ----------- ----------- Total 11,499,161 11,499,161 ----------- ----------- Van Kampen American Capital Government Securities Fund Invested 5,140,310 5,150,591 Funds not yet invested 1,250 1,250 ----------- ----------- Total 5,141,560 5,151,841 ----------- ----------- Van Kampen American Capital Comstock Fund Invested 10,272,639 9,525,110 Funds not yet invested 1,967 1,967 ----------- ----------- Total 10,274,606 9,527,077 ----------- ----------- 9 Travelers Group 401(k) Savings Plan Notes to Financial Statements 3. Investments (Continued) 1995 Investment Funds Cost Value --------------------- ---- ----- Van Kampen American Capital Emerging Growth Fund Invested $ 72,433,796 $85,204,531 Funds not yet invested 3,639 3,639 ---------- ---------- Total 72,437,435 85,208,170 ---------- ---------- Common Sense Money Market Fund Invested 2,732,191 2,732,189 Funds not yet invested 1,133 1,133 ---------- ---------- Total 2,733,324 2,733,322 ---------- ---------- Common Sense Government Fund Invested 910,107 887,600 Funds not yet invested 575 575 ---------- ---------- Total 910,682 888,175 ---------- ---------- Common Sense Growth and Income Fund Invested 3,069,018 3,233,904 Funds not yet invested 946 946 ---------- ---------- Total 3,069,964 3,234,850 ---------- ---------- Common Sense Growth Fund Invested 3,782,938 3,927,164 Funds not yet invested 1,101 1,101 ---------- ---------- Total 3,784,039 3,928,265 ---------- ---------- Loan Fund Invested 39,611,649 39,611,649 ---------- ---------- Total 39,611,649 39,611,649 ---------- ---------- Smith Barney Income and Growth Fund Invested 85,293,431 98,655,385 Funds not yet invested 810 810 ---------- ---------- Total 85,294,241 98,656,195 ---------- ---------- Smith Barney U.S. Government Securities Fund Invested 20,582,957 20,923,181 Funds not yet invested 900 900 ---------- ---------- Total 20,583,857 20,924,081 ---------- ---------- Smith Barney Income Return Fund Invested 5,706,488 5,768,707 Funds not yet invested 883 883 ---------- ---------- Total 5,707,371 5,769,590 ---------- ---------- 10 Travelers Group 401(k) Savings Plan Notes to Financial Statements 3. Investments (Continued) 1995 Investment Funds Cost Value --------------------- ---- ----- Smith Barney Money Fund Invested $31,271,665 $ 31,271,665 Funds not yet invested 887 887 ---------- ---------- Total 31,272,552 31,272,552 ---------- ---------- Smith Barney International Equity Fund Invested 93,116,193 94,757,657 Funds not yet invested 773 773 ----------- ----------- Total 93,116,966 94,758,430 ----------- ----------- Van Kampen American Capital Enterprise Fund Invested 26,717,625 27,640,186 Funds not yet invested 797 797 ----------- ----------- Total 26,718,422 27,640,983 ----------- ----------- Smith Barney High Income Fund Invested 9,123,829 8,670,973 Funds not yet invested 816 816 ----------- ----------- Total 9,124,645 8,671,789 ----------- ----------- Smith Barney Aggressive Growth Fund Invested 24,577,162 33,112,710 Funds not yet invested 839 839 ----------- ----------- Total 24,578,001 33,113,549 ----------- ----------- Smith Barney Appreciation Fund Invested 106,488,345 131,250,468 Funds not yet invested 815 815 ----------- ----------- Total 106,489,160 131,251,283 ----------- ----------- Smith Barney Diversified Strategic Fund Invested 14,507,017 14,289,961 Funds not yet invested 656 656 ----------- ----------- Total 14,507,673 14,290,617 ----------- ----------- Smith Barney Utility Fund Invested 13,433,904 14,843,236 Funds not yet rovested 987 987 ----------- ----------- Total 13,434,891 14,844,223 ----------- ----------- Smith Barney Guaranteed Income Fund Invested 142,873,227 142,873,227 Funds not yet invested 9,071 9,071 ----------- ----------- Total 142,882,298 142,882,298 ----------- ----------- 11 Travelers Group 401(k) Savings Plan Notes to Financial Statements 3. Investments (Continued) 1995 Investment Funds Cost Value --------------------- ---- ----- American Express Common Stock Fund Invested $ 59,124,871 $ 87,464,433 Funds not yet invested 32,060 32,060 ----------- ------------ Total 59,156,931 87,496,493 ----------- ------------ Deferred Profit Sharing Plan Invested 66,429 66,429 ----------- ------------ Total 66,429 66,429 ----------- ------------- Smith Barney Special Equities Fund Invested 4,974,942 5,364,534 Funds not yet invested 875 875 ----------- ------------- Total 4,975,817 5,365,409 ----------- ------------- Smith Barney Managed Growth Fund Invested 9,817,140 10,039,358 Funds not yet invested 623 623 ----------- ------------- Total 9,817,763 10,039,981 ----------- ------------- 1995 Total Investments $949,753,038 $1,194,296,322 =========== ============= 1994 Investment Funds --------------------- Travelers Group Inc. Common Stock Fund Invested $107,107,900 $ 123,836,997 Funds not yet invested 208,569 208,569 ----------- ------------- Total 107,316,469 124,045,566 ----------- ------------- Van Kampen American Capital Reserve Fund Invested 11,840,613 11,840,613 Funds not yet invested 112 112 ----------- ------------- Total 11,840,725 11,840,725 ----------- ------------- Van Kampen American Capital Government Securities Fund Invested 4,899,874 4,443,863 Funds not yet invested 4 4 ----------- ------------- Total 4,899,878 4,443,867 ----------- ------------- Van Kampen American Capital Comstock Fund Invested 9,693,217 7,457,863 Funds not yet invested 16 16 ----------- ------------- Total 9,693,233 7,457,879 ----------- ------------- 12 Travelers Group 401(k) Savings Plan Notes to Financial Statements 3. Investments (Continued) 1994 Investment Funds Cost Value --------------------- ---- ----- Van Kampen American Capital Emerging Growth Fund Invested $ 47,354,968 $ 44,587,338 Funds not yet invested 2,262 2,262 ------------ ----------- Total 47,357,230 44,589,600 ------------ ----------- Common Sense Money Market Fund Invested 2,835,617 2,835,617 Funds not yet invested 639 639 ------------ ----------- Total 2,836,256 2,836,256 ------------ ----------- Common Sense Government Fund Invested 857,650 755,249 Funds not yet invested 24 24 ------------ ----------- Total 857,674 755,273 ------------ ----------- Common Sense Growth and Income Fund Invested 2,487,437 2,197,881 Funds not yet invested 2 2 ------------ ----------- Total 2,487,439 2,197,883 ------------ ----------- Common Sense Growth Fund Invested 3,043,875 2,835,350 Funds not yet invested 6 6 ------------ ----------- Total 3,043,881 2,835,356 ------------ ----------- Loan Fund Invested 31,275,886 31,275,886 ------------ ----------- Total 31,275,886 31,275,886 ------------ ----------- Smith Barney Income and Growth Fund Invested 80,907,790 79,994,986 Funds not yet invested 2,310 2,310 ------------ ----------- Total 80,910,100 79,997,296 ------------ ----------- Smith Barney U.S. Government Securities Fund Invested 19,956,983 18,579,414 Funds not yet invested 915 915 ------------ ----------- Total 19,957,898 18,580,329 ------------ ----------- Smith Barney Income Return Fund Invested 7,203,647 7,078,832 Funds not yet invested 699 699 ------------ ----------- Total 7,204,346 7,079,531 ------------ ----------- 13 Travelers Group 401(k) Savings Plan Notes to Financial Statements 3. Investments (Continued) 1994 Investment Funds Cost Value --------------------- ---- ----- Smith Barney Money Fund Invested $ 29,718,296 $ 29,718,296 Funds not yet invested 10,669 10,669 ---------- ----------- Total 29,728,965 29,728,965 ---------- ----------- Smith Barney International Equity Fund Invested 71,360,902 71,101,442 Funds not yet invested 2,046 2,046 ---------- ----------- Total 71,362,948 71,103,488 ---------- ----------- Van Kampen American Capital Enterprise Fund Invested 14,792,862 13,870,616 Funds not yet invested 729 729 ---------- ----------- Total 14,793,591 13,871,345 ---------- ----------- Smith Barney High Income Fund Invested 11,080,781 9,775,793 Funds not yet invested 8,770 8,770 ---------- ----------- Total 11,089,551 9,784,563 ---------- ----------- Smith Barney Aggressive Growth Fund Invested 18,458,119 22,797,316 Funds not yet invested 765 765 ---------- ----------- Total 18,458,884 22,798,081 ---------- ----------- Smith Barney Appreciation Fund Invested 91,591,156 101,479,606 Funds not yet invested 803 803 ---------- ----------- Total 91,591,959 101,480,409 ---------- ----------- Smith Barney Diversified Strategic Fund Invested 13,047,968 11,907,701 Funds not yet invested 3,839 3,839 ---------- ----------- Total 13,051,807 11,911,540 ---------- ----------- Smith Barney Global Opportunities Fund Invested 10,971,200 10,596,627 Funds not yet invested 829 829 ---------- ----------- Total 10,972,029 10,597,456 ---------- ----------- Smith Barney Utility Fund Invested 11,933,511 10,466,979 Funds not yet invested 9,820 9,820 ---------- ---------- Total 11,943,331 10,476,799 ---------- ---------- 14 Travelers Group 401(k) Savings Plan Notes to Financial Statements 3. Investments (Continued) 1994 Investment Funds Cost Value --------------------- ---- ----- Smith Barney Guaranteed Income Fund Invested $ 138,828,645 $ 138,828,645 Funds not yet invested 56,373 56,373 ----------- ----------- Total 138,885,018 138,885,018 ----------- ----------- American Express Common Stock Fund Invested 69,070,193 72,480,055 Funds not yet invested 2,373 2,373 ----------- ----------- Total 69,072,566 72,482,428 ----------- ----------- Deferred Profit Sharing Plan Invested 62,948 62,948 ----------- ----------- Total 62,948 62,948 ----------- ----------- 1994 Total investments $ 810,694,612 $ 831,118,487 =========== =========== 4. Federal Income Tax Consequences On March 31, 1995, the Internal Revenue Service issued a determination letter approving the continued exemption of the Plan and its underlying trust from federal income taxes under the Code. Since the date of this letter, the Plan has been amended as required by the determination letter. In the opinion of the Plan administrator and the Plan's legal counsel, the Plan and its trust are operated within the terms of the Plan and in compliance with the applicable rules of the Code. Matching employer contributions, pre-tax contributions and discount contributions and the Plan earnings on all contributions are not taxable to participants until they are withdrawn by or distributed to the participants. Also, unrealized appreciation on shares of Travelers Group Inc. Common Stock and American Express Common Stock distributed in a qualifying lump-sum distribution is not taxable at the time of distribution. As noted previously, during 1995, the Shearson Plan, which operated pursuant to a favorable determination letter providing that the Shearson Plan qualified under Section 401(a) of the Code as exempt from federal income tax, transferred certain assets to the Plan. As further noted in footnote 7 below, effective as of January 1, 1996, certain plans, which operated pursuant to a favorable determination letter providing that the applicable plan qualified under Section 401(a) of the Code as exempt from federal income tax, merged into the Plan. In addition, effective as of January 2, 1996, the Plan transferred to a plan, which operated pursuant to a favorable determination letter providing that the transferee plan qualified under Section 401(a) of the Code as exempt from federal income tax, certain assets and liabilities attributable to participants no longer employed by Travelers or the Company. Such transfers did not give rise to taxable event on the part of the participants or the Plan. 15 Travelers Group 401(k) Savings Plan Notes to Financial Statements 4. Federal Income Tax Consequences (Continued) On January 24, 1996, the Board of Directors of Travelers declared a stock split in the form of a 50% stock dividend payable to shareholders of record, including the Plan. The declaration and subsequent payment of the stock dividend did not give rise to a taxable event on the part of the participants or the Plan. 5. Related Party Transactions Certain Plan investments are shares of stock issued by Travelers. Travelers is the Plan sponsor as defined by the Plan and, therefore, these transactions qualify as party-in-interest. These transactions are exempt under ERISA section 408(e)(3) given that the Plan is an eligible individual retirement account plan as defined by ERISA. Certain Plan investments are shares of registered investment companies (mutual funds, stock funds and investment contracts) that are valued by Smith Barney Mutual Fund Management ("SB Mutual"), an affiliate, and, therefore, would qualify SB Mutual as a party-in-interest. 6. Net Assets Available for Plan Benefits Net assets available for plan benefits as of December 31, 1995 and 1994 consist of the following: 1995 1994 ---- ---- Vested Benefits $ 1,195,529,373 $ 845,495,065 Non-Vested Benefits 20,264,173 9,577,823 ------------- ----------- Total $1,215,793,546 $ 855,072,888 ============== =========== Non-vested benefits are comprised of employer contributions for those participants whose initial date of employment is on or after January 1, 1992 who have not reached their five years of service and are therefore subject to forfeiture. Forfeitures will be used by Travelers to reduce any future employer contributions. As of December 31, 1995 and 1994, employer contributions were reduced by approximately $1,706,000 and $398,000, respectively. 7. Subsequent Events Effective as of January 1, 1996, the Travelers Savings, Investment and Stock Ownership Plan ("TESIP") was merged into the Plan pursuant to Section 12.01 of the Plan, as amended. Effective January 2, 1996, all assets and liabilities attributable to participants employed by MetraHealth Companies, Inc. or affiliates thereof ("MetraHealth") who were included in TESIP were transferred to the United HealthCare Corporation 401(k) Savings Plan pursuant to an agreement between Travelers and MetraHealth ("MetraHealth 401(k) Transfer") in connection with the acquisition of MetraHealth by United HealthCare Corporation. The TESIP merger amounted to a $1,004,918,387 increase in net assets available for plan benefits, net of the $107,024,238 transferred to the United HealthCare Corporation 401(k) Savings Plan attributable to MetraHealth participants. Following the MetraHealth 401(k) Transfer, Travelers shall have no further obligation to provide any benefits to MetraHealth participants under the Plan. Also effective January 1, 1996, the Profit Sharing Plan of Copeland Associates, Inc. was merged into the Plan pursuant to Section 12.01 of the Plan, as amended. 16 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information Employee, employer and rollover contributions are invested in various funds as indicated in footnotes 2 and 3. These contributions are directed to each fund at the discretion of the individual participant. Net assets available for plan benefits and changes in net assets available for plan benefits, by fund, are as follows:
December 31, 1995 ---------------------------------------------------------------------------------------------- Travelers Van Kampen Van Kampen Van Kampen Van Kampen Group Inc. American Capital American Capital American American Common Emerging Governmental Capital Capital Stock Growth Loan Securities Comstock Reserve Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- Assets ------ Investments (notes 2 and 3) $ 304,814,224 85,204,531 39,611,649 5,150,591 9,525,110 11,496,598 Cash 655,686 3,639 - 1,250 1,967 2,563 Receivables: Contribution 21,745,185 7,484 - - - - Dividends and other 15,256 150,170 - 9,208 19,444 41 ----------- ---------- ----------- --------- --------- ---------- Total receivables 21,760,441 157,654 - 9,208 19,444 41 ----------- ---------- ----------- --------- --------- ---------- Total assets 327,230,351 85,365,824 39,611,649 5,161,049 9,546,521 11,499,202 ----------- ---------- ----------- --------- --------- ---------- Liabilities ----------- Payable for investment purchases 593,154 - - - - 35,918 ---------- ---------- ----------- --------- --------- ---------- Net assets available for plan benefits $326,637,197 85,365,824 39,611,649 5,161,049 9,546,521 11,463,284 =========== ========== ========== ========= ========= ========== Investment activity: Dividends 3,759,762 8,031,351 - 323,020 1,310,925 576,763 Interest 49,681 33,751 - 213 278 467 Appreciation (depreciation) in fair value of investments 142,257,189 16,326,189 - 413,114 1,302,364 - ----------- ---------- ---------- --------- --------- ---------- 146,066,632 24,391,291 - 736,347 2,613,567 577,230 Less: Trustee/administrative expenses (407,288) (101,595) - (13,086) (21,074) (29,296) ---------- --------- ---------- -------- -------- --------- Net investment income (loss) 145,659,344 24,289,696 - 723,261 2,592,493 547,934 ----------- ---------- ---------- --------- --------- ---------- Contributions: Participants 19,708,679 17,004,464 2,720,694 629,913 911,287 767,361 Employer 24,143,255 - - - - - Rollover 1,389,270 966,192 - 30,337 63,505 25,304 ----------- ---------- ---------- --------- --------- ---------- Total contributions 45,241,204 17,970,656 2,720,694 660,250 974,792 792,665 ----------- ---------- ---------- --------- --------- ---------- Distributions to participants (20,987,299) (4,792,336) (1,963,555) (496,251) (816,520) (1,632,224) Loan activity, net (632,282) (170,571) 7,578,624 (18,399) (38,130) (49,273) Transfers from (to) other funds 12,118,427 3,269,549 - (154,653) (628,337) (37,705) ----------- ---------- ---------- -------- -------- --------- Net increase (decrease) 181,399,394 40,566,994 8,335,763 714,208 2,084,298 (378,603) ----------- ---------- ---------- --------- --------- --------- Net assets available for plan benefits: Beginning of year 145,237,803 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887 Transfers from Lehman Brothers Holdings, Inc. - - - - - - ----------- ---------- ---------- --------- --------- ---------- End of year $326,637,197 85,365,824 39,611,649 5,161,049 9,546,521 11,463,284 =========== ========== ========== ========= ========= ==========
December 31, 1995 --------------------------- Common Common Sense Sense Growth and Growth Income Fund Fund ---- ---- Assets ------ Investments (notes 2 and 3) 3,927,164 3,233,904 Cash 1,101 946 Receivables: Contribution - - Dividends and other 554,505 338,874 --------- --------- Total receivables 554,505 338,874 --------- --------- Total assets 4,482,770 3,573,724 --------- --------- Liabilities ----------- Payable for investment purchases 554,504 333,838 --------- --------- Net assets available for plan benefits 3,928,266 3,239,886 ========= ========= Investment activity: Dividends 554,503 367,987 Interest 133 80 Appreciation (depreciation) in fair value of investments 392,298 465,757 --------- --------- 946,934 833,824 Less: Trustee/administrative expenses (9,694) (8,189) -------- -------- Net investment income (loss) 937,240 825,635 --------- --------- Contributions: Participants 528,115 415,781 Employer - - Rollover 22,934 20,555 --------- --------- Total contributions 551,049 436,336 --------- --------- Distributions to participants (279,050) (111,869) Loan activity, net (45,850) (27,024) Transfers from (to) other funds (69,794) (81,717) -------- -------- Net increase (decrease) 1,093,595 1,041,361 --------- --------- Net assets available for plan benefits: Beginning of year 2,834,671 2,198,525 Transfers from Lehman Brothers Holdings, Inc. - - --------- --------- End of year 3,928,266 3,239,886 ========= =========
18 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information (Continued)
December 31, 1995 -------------------------------------------------------------------------- Common Common Smith Barney Smith Barney Smith Barney Sense Sense Income and U.S. Government Income Government Money Market Growth Securities Return Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Assets - ------ Investments (notes 2 and 3) $ 887,600 2,732,189 98,655,385 20,923,181 5,768,707 Cash 575 1,133 810 900 883 Receivables: Contribution - - 3,318 2,392 - Dividends and other 4,667 10,331 380 53 43 -------- ---------- ---------- ---------- --------- Total receivables 4,667 10,331 3,698 2,445 43 -------- ---------- ---------- ---------- --------- Total assets 892,842 2,743,653 98,659,893 20,926,526 5,769,633 -------- ---------- ---------- ---------- --------- Liabilities - ----------- Payable for investment purchases 9,701 10,328 - - - -------- ---------- ---------- ---------- --------- Net assets available for plan benefits $ 883,141 2,733,325 98,659,893 20,926,526 5,769,633 ======== ========== ========== ========== ========= Investment activity: Dividends 54,894 132,333 10,299,575 1,469,275 356,591 Interest 25 142 - - 105 Appreciation (depreciation) in fair value of investments 72,961 - 16,214,153 1,682,526 197,389 -------- ---------- ---------- ---------- --------- 127,880 132,475 26,513,728 3,151,801 554,085 Less: Trustee/administrative expenses (4,262) (8,609) (132,430) (33,679) (14,655) ------- --------- --------- --------- -------- Net investment income (loss) 123,618 123,866 26,381,298 3,118,122 539,430 -------- ---------- ---------- ---------- --------- Contributions: Participants 112,600 (5,795) 8,296,020 1,856,609 3,231 Employer - - - - - Rollover 6,931 - 767,807 379,786 - -------- ---------- ---------- ---------- --------- Total contributions 119,531 (5,795) 9,063,827 2,236,395 3,231 -------- --------- ---------- ---------- --------- Distributions to participants (66,786) (250,314) (8,190,356) (1,631,376) (779,812) Loan activity, net 1,293 (32,918) (408,954) (172,184) (75,131) Transfers from (to) other funds (50,887) 62,217 (8,323,205) (1,244,463) (1,012,589) -------- ---------- ----------- ----------- ---------- Net increase (decrease) 126,769 (102,944) 18,522,610 2,306,494 (1,324,871) --------- --------- ------------ ------------ ---------- Net assets available for plan benefits Beginning of year 756,372 2,836,269 80,121,843 18,620,032 7,079,533 Transfer from Lehman Brothers Holdings, Inc. - - 15,440 - 14,971 --------- ---------- ------------ ------------ ----------- End of year $ 883,141 2,733,325 98,659,893 20,926,526 5,769,633 ========= ========== ============ ============ ===========
December 31, 1995 ------------------------------- Van Kampen American American Capital Express Enterprise Common Fund Stock Fund ---- ---------- Assets - ------ Investments (notes 2 and 3) 27,640,186 87,464,433 Cash 797 32,060 Receivables: Contribution 10,253 - Dividends and other 2 83 ---------- ---------- Total receivables 10,255 83 ---------- ---------- Total assets 27,651,238 87,496,576 ---------- ---------- Liabilities - ----------- Payable for investment purchases - - ---------- ---------- Net assets available for plan benefits 27,651,238 87,496,576 ========== ========== Investment activity: Dividends 3,873,606 1,539,620 Interest 4,610 - Appreciation (depreciation) in fair value of investments 1,914,256 27,652,262 ---------- ---------- 5,792,472 29,191,882 Less: Trustee/administrative expenses (33,044) (145,003) --------- --------- Net investment income (loss) 5,759,428 29,046,879 ---------- ---------- Contributions: Participants 4,380,173 (1,105) Employer - - Rollover 536,409 - ---------- ---------- Total contributions 4,916,582 (1,105) ---------- --------- Distributions to participants (972,538) (7,101,193) Loan activity, net (28,325) (1,290,302) Transfers from (to) other funds 4,061,419 (6,195,379) ---------- ---------- Net increase (decrease) 13,736,566 14,458,900 ---------- ----------- Net assets available for plan benefits Beginning of year 13,914,672 73,035,522 Transfer from Lehman Brothers Holdings, Inc. - 2,154 ---------- ----------- End of year 27,651,238 87,496,576 ========== =========== 19 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information (Continued)
December 31, 1995 ---------------------------------------------------------------------------------------------- Smith Barney Smith Barney Smith Barney Smith Barney Smith Barney Aggressive Smith Barney Global International Diversified Money Growth Appreciation Opportunities Equity Strategic Fund Fund Fund Fund Fund Income Fund ---- ---- ---- ---- ---- ----------- Assets - ------ Investments (notes 2 and 3) $ 31,271,665 33,112,710 131,250,468 - 94,757,657 14,289,961 Cash 887 839 815 - 773 656 Receivables: Contribution 110,928 9,189 9,314 - 11,664 (203) Dividends and other 273 3 259 - 6 65 ----------- ----------- ----------- ---------- ---------- ---------- Total receivables 111,201 9,192 9,573 - 11,670 (138) ----------- ----------- ----------- ---------- ---------- ---------- Total assets 31,383,753 33,122,741 131,260,856 - 94,770,100 14,290,479 ----------- ----------- ----------- ---------- ---------- ---------- Liabilities - ----------- Payable for investment purchases - - - - - - ----------- ----------- ----------- ---------- ---------- ---------- Net assets available for plan benefits $ 31,383,753 33,122,741 131,260,856 - 94,770,100 14,290,479 =========== =========== =========== ========== ========== ========== Investment activity: Dividends 1,726,595 2,667,050 12,611,115 - 1,662,094 1,236,016 Interest - 3,077 6,714 (910) 1,500 2,470 Appreciation (depreciation) in fair value of investments - 5,200,165 18,271,524 (290,203) 1,968,376 803,879 ----------- ----------- ----------- --------- ---------- ---------- 1,726,595 7,870,292 30,889,353 (291,113) 3,631,970 2,042,365 Less: Trustee/administrative expenses (50,469) (40,436) (171,708) (8,654) (125,183) (24,967) ---------- ---------- ---------- --------- --------- --------- Net investment income (loss) 1,676,126 7,829,856 30,717,645 (299,767) 3,506,787 2,017,398 ----------- ----------- ----------- --------- ---------- ---------- Contributions: Participants 4,073,779 334,745 14,126,794 - 19,836,696 3,118,183 Employer - - - - - - Rollover 625,450 116,091 760,774 - 863,665 149,922 ----------- ----------- ---------- ---------- ---------- ---------- Total contributions 4,699,229 450,836 14,887,568 - 20,700,361 3,268,105 ----------- ----------- ---------- ---------- ---------- ---------- Distributions to participants (5,167,140) (1,763,463) (8,151,684) (164,405) (5,848,921) (1,360,335) Loan activity, net (155,251) (824,973) (1,697,306) (142,469) (30,920) (66,661) Transfers from (to) other funds 477,280 4,621,116 (6,171,907) (9,990,829) 5,063,305 (1,538,957) ----------- ----------- ---------- ---------- ---------- ---------- Net increase (decrease) 1,530,244 10,313,372 29,584,316 (10,597,470) 23,390,612 2,319,550 ----------- ----------- ----------- ------------ ---------- ----------- Net assets available for plan benefits Beginning of year 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296 11,970,929 Transfer from Lehman Brothers Holdings, Inc. 3,591 11,260 21,392 - 2,192 - ----------- ----------- ----------- ------------- ---------- ----------- End of year $ 31,383,753 33,122,741 131,260,856 - 94,770,100 14,290,479 =========== =========== =========== ============= ========== ===========
20 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information (Continued)
December 31, 1995 ----------------------------------------------------------------------------- Smith Barney Smith Barney Smith Barney Smith Barney High Smith Barney Guaranteed Special Managed Income Utility Income Equities Growth Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Assets ------ Investments (notes 2 and 3) $ 8,670,973 14,843,236 142,873,227 5,364,534 10,039,358 Cash 816 987 9,071 875 623 Receivables: Contributions - 5,904 (3,925) 9,759 9,547 Dividends and other 59 32 100 2 2 ------------ ----------- ------------ ---------- ----------- Total receivables 59 5,936 (3,825) 9,761 9,549 ------------ ----------- ----------- ---------- ----------- Total assets 8,671,848 14,850,159 142,878,473 5,375,170 10,049,530 ------------ ----------- ------------ ---------- ----------- Liabilities ----------- Payable for investment purchases - - - - - ------------ ----------- ------------ ---------- ----------- Net assets available for plan benefits $ 8,671,848 14,850,159 142,878,473 5,375,170 10,049,530 ============ =========== ============ ========== =========== Investment activity: Dividends 995,877 970,311 - 87,561 119,699 Interest 74 23,807 10,270,443 239 668 Appreciation (depreciation) in fair value of investments 641,628 2,845,859 - 390,239 222,257 ------------ ----------- ------------ ---------- ----------- 1,637,579 3,839,977 10,270,443 478,039 342,624 Less: Trustee/administrative expenses (18,758) (24,172) (779,237) (951) (1,533) ----------- ---------- ----------- --------- ---------- Net investment income (loss) 1,618,821 3,815,805 9,491,206 477,088 341,091 ------------ ----------- ------------ ---------- ----------- Contributions: Participants - 2,453,665 11,005,423 172,964 268,474 Employer - - - - - Rollover - 159,325 1,027,900 21,241 97,545 ------------ ----------- ------------ ---------- ----------- Total contributions - 2,612,990 12,033,323 194,205 366,019 ------------ ----------- ------------ ---------- ----------- Distributions to participants (1,114,211) (433,507) (12,000,987) (9,455) (41,580) Loan activity, net (256,086) (224,041) (1,246,863) 10,893 43,103 Transfer from (to) other funds (1,364,466) (1,464,025) (5,387,736) 4,702,439 9,340,897 ---------- ---------- ----------- ---------- ----------- Net increase (decrease) (1,115,942) 4,307,222 2,888,943 5,375,170 10,049,530 ---------- ----------- ------------ ---------- ----------- Net assets available for plan benefits Beginning of year 9,784,581 10,526,050 139,989,530 - - Transfers from Lehman Brothers Holdings, Inc. 3,209 16,887 - - - ----------- ----------- ------------ ---------- ----------- End of year $ 8,671,848 14,850,159 142,878,473 5,375,170 10,049,530 =========== =========== ============ ========== ===========
December 31, 1995 ---------------------------- Deferred Profit Sharing Plan Total ---- ----- Assets ------ Investments (notes 2 and 3) 66,429 1,193,575,670 Cash - 720,652 Receivables: Contributions - 21,930,809 Dividends and other - 1,103,858 -------- -------------- Total receivables - 23,034,667 -------- -------------- Total assets 66,429 1,217,330,989 -------- -------------- Liabilities ----------- Payable for investment purchases - 1,537,443 -------- -------------- Net assets available for plan benefits 66,429 1,215,793,546 ======== ============== Investment activity: Dividends 3,481 54,730,004 Interest - 10,397,567 Appreciation (depreciation) in fair value of investments - 238,944,182 -------- -------------- 3,481 304,071,753 Less: Trustee/administrative expenses - (2,207,972) -------- ------------- Net investment income (loss) 3,481 301,863,781 -------- -------------- Contributions: Participants - 112,718,750 Employer - 24,143,255 Rollover - 8,030,943 -------- -------------- Total contributions - 144,892,948 -------- -------------- Distributions to participants - (86,127,167) Loan activity, net - - Transfer from (to) other funds - - -------- -------------- Net increase (decrease) 3,481 360,629,562 -------- -------------- Net assets available for plan benefits Beginning of year 62,948 855,072,888 Transfers from Lehman Brothers Holdings, Inc. - 91,096 -------- -------------- End of year 66,429 1,215,793,546 ======== ==============
21 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information (Continued)
December 31, 1994 ------------------------------------------------------------------------------------------------ Travelers Van Kampen Van Kampen Van Kampen Van Kampen Group Inc. American Capital American Capital American American Common Emerging Governmental Capital Capital Stock Growth Loan Securities Comstock Reserve Fund Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- ---- Assets ------ Investments (notes 2 and 3) $ 123,836,997 44,587,338 31,275,886 4,443,863 7,457,863 11,840,613 Cash 208,569 2,262 - 4 16 112 Receivables: Contribution 24,381,544 209,192 - 2,963 4,330 1,099 Dividends and other 16,624 38 - 11 14 63 ------------ ---------- ---------- --------- --------- ---------- Total receivables 24,398,168 209,230 - 2,974 4,344 1,162 ------------ ---------- ---------- --------- --------- ---------- Total assets 148,443,734 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887 ------------ ---------- ---------- --------- --------- ---------- Liabilities ----------- Payable for investment purchases 3,205,931 - - - - - ------------ ---------- ---------- --------- --------- ---------- Net assets available for plan benefits $145,237,803 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887 =========== ========== ========== ========= ========= ========== Investment activity: Dividends 1,972,118 1,146,639 - 306,947 1,621,623 390,130 Interest 33,136 586 - 4 17 115 Appreciation (depreciation) in fair value of investments (22,229,082) (3,276,920) - (517,550) (2,292,877) - ----------- ---------- ---------- -------- ---------- ---------- (20,223,828) (2,129,695) - (210,599) (671,237) 390,245 Less: Trustee/administrative expenses (468,233) (72,273) - (2,077) (3,507) (5,645) ----------- ---------- ---------- -------- ---------- --------- Net investment income (loss) (20,692,061) (2,201,968) - (212,676) (674,744) 384,600 ----------- ---------- ---------- -------- ---------- ---------- Contributions: Participants 20,930,937 17,585,222 1,309,929 654,519 895,838 718,418 Employer 30,677,722 - - - - - Rollover 1,979,451 1,220,013 - 38,937 79,304 136,958 ------------ ----------- ---------- --------- ----------- ---------- Total contributions 53,588,110 18,805,235 1,309,929 693,456 975,142 855,376 ------------ ----------- ---------- --------- ----------- ---------- Distributions to participants (7,868,752) (2,081,841) (951,276) (318,204) (465,051) (1,097,674) Loan activity, net (601,027) (986,082) 18,342,250 (12,368) (10,074) (140,734) Transfers from (to) other funds 19,242,757 20,115,830 - (483,677) 330,396 (182,312) ------------ ----------- ---------- --------- ----------- --------- Net increase (decrease) 43,669,027 33,651,174 18,700,903 (333,469) 155,669 (180,744) ------------ ----------- ---------- --------- ----------- --------- Net assets available for plan benefits Beginning of year 101,563,394 11,146,795 12,574,983 4,780,310 7,306,554 12,022,631 Transfers from Lehman Brothers Holdings, Inc. 5,382 861 - - - - ------------ ----------- ---------- ---------- ----------- ---------- End of year $ 145,237,803 44,798,830 31,275,886 4,446,841 7,462,223 11,841,887 ============ =========== ========== ========== =========== ==========
December 31, 1994 ------------------------------- Common Common Sense Sense Growth and Growth Income Fund Fund ---- ---- Assets ------ Investments (notes 2 and 3) 2,835,350 2,197,881 Cash 6 2 Receivables: Contribution 377 641 Dividends and other 2 1 --------- ---------- Total receivables 379 642 --------- ---------- Total assets 2,835,735 2,198,525 --------- ---------- Liabilities ----------- Payable for investment purchases 1,064 - --------- ---------- Net assets available for plan benefits 2,834,671 2,198,525 ========= ========== Investment activity: Dividends 224,829 269,617 Interest 6 2 Appreciation (depreciation) in fair value of investments (212,363) (292,570) --------- --------- 12,472 (22,951) Less: Trustee/administrative expenses (1,310) (1,015) --------- --------- Net investment income (loss) 11,162 (23,966) ---------- --------- Contributions: Participants 404,281 319,166 Employer - - Rollover 11,811 7,693 ---------- ---------- Total contributions 416,092 326,859 ---------- ---------- Distributions to participants (114,070) (64,657) Loan activity, net (11,814) (5,141) Transfers from (to) other funds (217,516) (95,102) --------- --------- Net increase (decrease) 83,854 137,993 ---------- ---------- Net assets available for plan benefits Beginning of year 2,750,817 2,060,532 Transfers from Lehman Brothers Holdings, Inc. - - ---------- ---------- End of year 2,834,671 2,198,525 ========== ==========
22 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information (Continued)
December 31, 1994 ----------------------------------------------------------------------------------- Common Common Smith Barney Smith Barney Smith Barney Sense Sense Income and U.S. Government Income Government Money Market Growth Securities Return Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Assets - ------ Investments (notes 2 and 3) $ 755,249 2,835,617 79,994,986 18,579,414 7,078,832 Cash 24 639 2,310 915 699 Receivables: Contribution 34 10 124,460 39,685 - Dividends and other 1,065 3 87 18 2 ---------- --------- ---------- ---------- --------- Total receivables 1,099 13 124,547 39,703 2 ---------- --------- ---------- ---------- --------- Total assets 756,372 2,836,269 80,121,843 18,620,032 7,079,533 ---------- --------- ---------- ---------- --------- Liabilities - ----------- Payable for investment purchases - - - - - ---------- --------- ---------- ---------- --------- Net assets available for plan benefits $ 756,372 2,836,269 80,121,843 18,620,032 7,079,533 ========== ========= ========== ========== ========= Investment activity: Dividends 51,965 91,769 3,583,204 1,382,644 365,485 Interest 25 12 918 451 225 Appreciation (depreciation) in fair value of investments (119,078) - (7,428,927) (1,684,038) (206,381) --------- --------- ---------- ---------- ---------- (67,088) 91,781 (3,844,805) (300,943) 159,329 Less: Trustee/administrative expenses (368) (1,318) (147,491) (39,724) (18,557) -------- -------- ---------- ---------- ---------- Net investment income (loss) (67,456) 90,463 (3,992,296) (340,667) 140,772 --------- --------- ---------- ---------- ---------- Contributions: Participants 99,657 146,515 8,861,939 1,907,521 40 Employer - - - - - Rollover 52 27 962,804 301,343 - ---------- --------- ----------- ----------- ----------- Total contributions 99,709 146,542 9,824,743 2,208,864 40 ---------- --------- ----------- ----------- ----------- Distributions to participants (15,362) (179,466) (6,861,042) (1,965,798) (599,147) Loan activity, net (7,265) (27,067) (850,047) (222,735) (166,651) Transfers from (to) other funds (38,584) (190,714) 3,435,988 (2,948,131) (2,505,508) --------- -------- ----------- ---------- ---------- Net increase (decrease) (28,958) (160,242) 1,557,346 (3,268,467) (3,130,494) --------- -------- ----------- ---------- ---------- Net assets available for plan benefits Beginning of year 785,330 2,996,511 78,563,180 21,888,499 10,210,027 Transfers from Lehman Brothers Holdings, Inc. - - 1,317 - - ---------- --------- ----------- ----------- ----------- End of year $ 756,372 2,836,269 80,121,843 18,620,032 7,079,533 ========== ========= =========== =========== ===========
December 31, 1994 ------------------------------------------------- Van Kampen American American American Capital Express Express Enterprise Common Daily Fund Stock Fund Dividend Fund ---- ---------- ------------- Assets ------ Investments (notes 2 and 3) 13,870,616 72,480,055 - Cash 729 2,373 - Receivables: Contribution 43,314 - - Dividends and other 13 553,094 - ---------- ---------- ---------- Total receivables 43,327 553,094 - ---------- ---------- ---------- Total assets 13,914,672 73,035,522 - ---------- ---------- ---------- Liabilities ----------- Payable for investment purchases - - - ---------- ---------- ---------- Net assets available for plan benefits 13,914,672 73,035,522 - ========== ========== ========== Investment activity: Dividends 855,695 11,091,983 - Interest 295 11,329 - Appreciation (depreciation) in fair value of investments (875,103) (3,122,174) - -------- ---------- ---------- (19,113) 7,981,138 - Less: Trustee/administrative expenses (27,115) (167,178) - -------- ---------- ---------- Net investment income (loss) (46,228) 7,813,960 - -------- ----------- ---------- Contributions: Participants 4,069,007 - - Employer - - - Rollover 458,621 - - --------- ----------- ---------- Total contributions 4,527,628 - - --------- ----------- ---------- Distributions to participants (692,464) (6,775,234) - Loan activity, net (221,571) (2,375,186) - Transfers from (to) other funds 7,420,472 (13,341,000) (15,160,261) --------- ----------- ----------- Net increase (decrease) 10,987,837 (14,677,460) (15,160,261) ---------- ----------- ----------- Net assets available for plan benefits Beginning of year 2,926,835 86,887,004 15,160,261 Transfers from Lehman Brothers Holdings, Inc. - 825,978 - ---------- ------------ ------------ End of year 13,914,672 73,035,522 - ========== ============ ============
23 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information (Continued)
December 31, 1994 ----------------------------------------------------------------------------------- Smith Barney Smith Barney Smith Barney Smith Barney Aggressive Smith Barney Global International Money Growth Appreciation Opportunities Equity Fund Fund Fund Fund Fund ---- ---- ---- ---- ---- Assets - ------ Investments (notes 2 and 3) $ 29,718,296 22,797,316 101,479,606 10,596,627 71,101,442 Cash 10,669 765 803 829 2,046 Receivables: Contribution 120,929 - 174,621 - 273,743 Dividends and other 24 28 118 14 65 ----------- ----------- ----------- ---------- ---------- Total receivables 120,953 28 174,739 14 273,808 ----------- ----------- ----------- ---------- ---------- Total assets 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296 ----------- ----------- ----------- ---------- ---------- Liabilities - ----------- Payable for investment purchases - - - - - ----------- ----------- ----------- ---------- ---------- Net assets available for plan benefits $ 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296 =========== =========== =========== ========== ========== Investment activity: Dividends 1,043,998 753,630 7,579,686 817,060 962,268 Interest 6,862 195 1,990 159 624 Appreciation (depreciation) in fair value of investments - (1,181,449) (8,146,394) (1,085,678) (7,428,241) ----------- ---------- ---------- ---------- ---------- 1,050,860 (427,624) (564,718) (268,459) (6,465,349) Less: Trustee/administrative expenses (58,498) (53,013) (204,381) (30,541) (116,621) ---------- ---------- ---------- ---------- ---------- Net investment income (loss) 992,362 (480,637) (769,099) (299,000) (6,581,970) ----------- ---------- ---------- ---------- ---------- Contributions: Participants 4,259,935 36 15,502,740 - 20,488,965 Employer - - - - - Rollover 1,599,355 - 813,027 - 1,473,686 ----------- ---------- ----------- ----------- ----------- Total contributions 5,859,290 36 16,315,767 - 21,962,651 ----------- ---------- ----------- ----------- ----------- Distributions to participants (3,497,171) (2,010,574) (7,023,399) (1,094,588) (3,487,820) Loan activity, net (776,198) (1,217,986) (3,766,563) (561,973) (1,432,513) Transfers from (to) other funds 12,824,059 (10,661,662) (20,225,506) (10,041,987) 32,337,688 ----------- ----------- ----------- ----------- ---------- Net increase (decrease) 15,402,342 (14,370,823) (15,468,800) (11,997,548) 42,798,036 ----------- ----------- ----------- ----------- ----------- Net assets available for plan benefits Beginning of year 14,480,197 36,915,484 116,966,137 22,440,353 28,578,248 Transfers from Lehman Brothers Holdings, Inc. (32,621) 253,448 157,811 154,665 1,012 ---------- ------------ ------------ ------------ ----------- End of year $ 29,849,918 22,798,109 101,655,148 10,597,470 71,377,296 =========== ============ ============ ============ ===========
December 31, 1994 ----------------------------------------------- Smith Barney Diversified Smith Barney Connecticut Strategic Equity General Income Fund Fund GIC ----------- ---- --- Assets ------ Investments (notes 2 and 3) 11,907,701 - - Cash 3,839 - - Receivables: Contribution 59,377 - - Dividends and other 12 - - ---------- --------- --------- Total receivables 59,389 - - ---------- --------- --------- Total assets 11,970,929 - - ---------- --------- --------- Liabilities ----------- Payable for investment purchases - - - ---------- --------- --------- Net assets available for plan benefits 11,970,929 - - ========== ========= ========= Investment activity: Dividends 966,367 314,030 - Interest 341 168 - Appreciation (depreciation) in fair value of investments (1,262,670) (225,600) - ---------- -------- --------- (295,962) 88,598 - Less: Trustee/administrative expenses (26,261) (4,560) - --------- -------- --------- Net investment income (loss) (322,223) 84,038 - ---------- --------- --------- Contributions: Participants 3,815,537 - - Employer - - - Rollover 423,358 - - ----------- --------- --------- Total contributions 4,238,895 - - ----------- --------- --------- Distributions to participants (888,735) (191,647) - Loan activity, net (369,610) (20,854) - Transfers from (to) other funds 844,650 (9,019,786) (16,976,542) ----------- ---------- ----------- Net increase (decrease) 3,502,977 (9,148,249) (16,976,542) ----------- ---------- ---------- Net assets available for plan benefits Beginning of year 8,362,217 9,148,249 16,976,542 Transfers from Lehman Brothers Holdings, Inc. 105,735 - - ----------- ----------- ------------ End of year 11,970,929 - - =========== =========== ============
24 Travelers Group 401(k) Savings Plan Notes to Financial Statements 8. Investment Allocation With Fund Information (Continued)
December 31, 1994 ------------------------------------------------------------------------------------------- Smith Barney Smith Barney Deferred Salomon High Smith Barney Guaranteed Profit Brothers Income Utilities Income Sharing Capital Fund Fund Fund Plan Fund Total ---- ---- ---- ---- ---- ----- Assets - ------ Investments (notes 2 and 3) $ 9,775,793 10,466,979 138,828,645 62,948 - 830,805,913 Cash 8,770 9,820 56,373 - - 312,574 Receivables: Contribution - 49,234 184,995 - - 25,670,548 Dividends and other 18 17 919,517 - - 1,490,848 ---------- ---------- ----------- ------- -------- ----------- Total receivables 18 49,251 1,104,512 - - 27,161,396 ---------- ---------- ----------- ------- -------- ----------- Total assets 9,784,581 10,526,050 139,989,530 62,948 - 858,279,883 ---------- ---------- ----------- ------- -------- ----------- Liabilities - ----------- Payable for investment purchases - - - - - 3,206,995 ---------- ---------- ----------- ------- -------- ----------- Net assets available for plan benefits $ 9,784,581 10,526,050 139,989,530 62,948 - 855,072,888 ========== ========== =========== ======= ======== =========== Investment activity: Dividends 1,173,657 756,519 - - - 37,721,863 Interest 103 248 11,919,415 2,293 - 11,979,519 Appreciation (depreciation) in fair value of investments (1,666,833) (2,041,936) - - - (65,295,864) ---------- ---------- ----------- ------- -------- ----------- (493,073) (1,285,169) 11,919,415 2,293 - (15,594,482) Less: Trustee/administrative expenses (26,132) (27,908) (659,791) - - (2,163,517) ---------- ---------- ---------- ------- -------- ----------- Net investment income (loss) (519,205) (1,313,077) 11,259,624 2,293 - (17,757,999) ---------- ---------- ----------- ------- -------- ----------- Contributions: Participants - 2,803,528 11,202,470 - - 115,976,200 Employer - - - - - 30,677,722 Rollover - 209,812 1,097,220 - - 10,813,472 ----------- ----------- ----------- ------- ------- ------------ Total contributions - 3,013,340 12,299,690 - - 157,467,394 ----------- ----------- ----------- ------- ------- ------------ Distributions to participants (1,162,276) (1,201,735) (10,029,884) (20,000) - (60,657,867) Loan activity, net (590,957) (471,942) (3,495,892) - - - Transfers from (to) other funds (3,799,377) (4,133,142) 16,538,772 - (3,069,805) - ---------- ---------- ----------- ------- ---------- ------------ Net increase (decrease) (6,071,815) (4,106,556) 26,572,310 (17,707) (3,069,805) 79,051,528 ---------- ---------- ----------- ------- ---------- ------------ Net assets available for plan benefits Beginning of year 15,665,918 14,409,854 111,745,624 80,655 3,069,805 772,462,946 Transfers from Lehman Brothers Holdings, Inc. 190,478 222,752 1,671,596 - - 3,558,414 ----------- ----------- ----------- -------- ---------- ------------ End of year $ 9,784,581 10,526,050 139,989,530 62,948 - 855,072,888 =========== =========== =========== ======== ========== ============
25 Travelers Group 401(k) Savings Plan Schedule to Form 5500: Item 27(a) Schedule of Assets Held for Investment Purposes December 31, 1995
Number Investment Descriptions of Shares Cost Value1 - ----------------------- --------- ---- ------ Short Term Funds: Liquid Reserve Fund 720,652 $ 720,652 $ 720,652 Deferred Profit Sharing Plan 66,429 66,429 66,429 ------------ ----------- 787,081 787,081 ------------ ----------- Stock Funds: Travelers Group Inc. Common Stock Fund*2 4,867,293 151,907,915 304,814,224 American Express Common Stock Fund 2,113,944 59,124,871 87,464,433 ------------ ----------- 211,032,786 392,278,657 ----------- ----------- Mutual Funds: Van Kampen American Capital Reserve Fund 11,496,598 11,496,598 11,496,598 Van Kampen American Capital Government Securities Fund 488,208 5,140,310 5,150,591 Van Kampen American Capital Comstock Fund 655,097 10,272,639 9,525,110 Van Kampen American Capital Emerging Growth Fund 2,794,507 72,433,796 85,204,531 Common Sense Money Market Fund 2,732,191 2,732,191 2,732,189 Common Sense Government Fund 81,731 910,107 887,600 Common Sense Growth & Income Fund 197,430 3,069,018 3,233,904 Common Sense Growth Fund 251,097 3,782,938 3,927,164 Smith Barney Income & Growth Fund* 6,752,593 85,293,431 98,655,385 Smith Barney U.S. Government Securities Fund* 1,538,469 20,582,957 20,923,181 Smith Barney Income Return Fund* 600,282 5,706,488 5,768,707 Smith Barney Money Fund/Government Fund* 31,271,665 31,271,665 31,271,665 Smith Barney International Equity Fund* 5,570,703 93,116,193 94,757,657 Van Kampen American Capital Enterprise Fund 2,114,781 26,717,625 27,640,186 Smith Barney High Income Fund* 775,579 9,123,829 8,670,973 Smith Barney Aggressive Growth Fund* 1,038,993 24,577,162 33,112,710 Smith Barney Appreciation Fund* 11,020,190 106,488,345 131,250,468 Smith Barney Diversified Fund* 1,797,479 14,507,017 14,289,961 Smith Barney Utility Fund* 941,830 13,433,904 14,843,236 Smith Barney Special Equity Fund* 176,117 4,974,942 5,364,534 Smith Barney Managed Growth Fund* 834,527 9,817,140 10,039,358 ----------- ------------ 555,448,295 618,745,708 ----------- ------------
(Continued) 26 Travelers Group 401(k) Savings Plan Schedule to Form 5500: Item 27(a) Schedule of Assets Held for Investment Purposes (Continued) December 31, 1995
Number Investment Descriptions (continued) of Shares Cost Value1 - ----------------------------------- --------- ---- ------ Guaranteed Investment Contracts ("GIC")3: Aetna Life Insurance GIC #14355 4,701,145 $ 4,701,145 $ 4,701,145 Connecticut General Life Insurance GIC #25112 18,588,183 18,588,183 18,588,183 John Hancock Contract GIC #7129 8,308,764 8,308,764 8,308,764 Metropolitan Life Insurance-Annuity Term Life GIC #13560 7,387,412 7,387,412 7,387,412 Metropolitan Life GIC #13560 9,386,392 9,386,392 9,386,392 Principal Financial Corporate Contract #4-09271-01 8,638,210 8,638,210 8,638,210 Principal Financial Corporate Contract #49271-2 2,686,734 2,686,734 2,686,734 Prudential Insurance Company GIC #7658-211 6,295,860 6,295,860 6,295,860 Prudential Insurance Company GIC #7658-212 9,210,979 9,210,979 9,210,979 Travelers Life Insurance Company Contract #GR16409A* 2,721,393 2,721,393 2,721,393 Travelers Life Insurance Company Contract #GR-16384* 51,444,445 51,444,445 51,444,445 Travelers Life Insurance Company Contract #GR-16409* 13,503,710 13,503,710 13,503,710 ------------ ------------- 142,873,227 142,873,227 ------------ ------------- Loans: Loan Fund 39,611,649 39,611,649 ------------ ------------- Total Investments $ 949,753,038 $1,194,296,322 ============ =============
- -------------------- * Parties-in-interest exempt under the ERISA regulation. See footnote 5 of notes to financial statements. 1 See footnote 2(b) of notes to financial statements for a discussion of investment valuation. 2 On January 24, 1996, The Board of Directors of Travelers declared a 3-for-2 stock split in the form of 50% stock dividend, payable on May 24, 1996 to shareholders of record on May 6, 1996. 3 The rates of the guaranteed investment contracts range from 6.15% to 9.60%. The blended rate of return earned for 1995 was 7.75% prior to fund expenses. 27 Travelers Group 401(k) Savings Plan Schedule to Form 5500: Item 27(a) Schedule of Assets Held for Investment Purposes Which Were Both Acquired and Disposed Within The Plan Year For The Year Ended December 31, 1995 There were no assets held for investment purposes which were both acquired and disposed within the Plan year. 28 Travelers Group 401(k) Savings Plan Schedule to Form 5500: Item 27(d) Schedule of Reportable Transactions For The Year Ended December 31, 1995 The following series of transactions exceeded 5% of the Plan's net assets available for plan benefits of $855,072,888 at the beginning of the year ended December 31, 1995.
No. of Purchase Selling Expense Cost Net Description Transactions price price with trade of asset Gain(loss) - ----------- ------------ ----- ----- ---------- -------- ---------- Travelers Group Inc. Common Stock Fund 262 $ 66,561,534 - 44,807 66,606,341 - Travelers Group Inc. Common Stock Fund 215 - 17,430,212 19,453 11,408,961 6,001,798
29 -----END PRIVACY-ENHANCED MESSAGE-----