SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File Number 1-1430
REYNOLDS METALS COMPANY
A Delaware Corporation
(IRS Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone: (804) 281-2000
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The consolidated financial statements and exhibits listed
below are filed as a part of this report.
(1) Consolidated Financial Statements: Previously
filed
Consolidated statement of income and retained earnings -
Years ended December 31, 1995, 1994 and 1993.
Consolidated balance sheet - December 31, 1995 and 1994.
Consolidated statement of cash flows - Years ended December 31, 1995,
1994 and 1993.
Notes to consolidated financial statements.
Report of Ernst & Young LLP, Independent Auditors.
(2) Financial Statement Schedules
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission have
been omitted because they are not required, are inapplicable or the
required information has otherwise been given.
Individual financial statements of Reynolds Metals Company have been
omitted because the restricted net assets (as defined in Accounting
Series Release 302) of all subsidiaries included in the consolidated
financial statements filed, in the aggregate, do not exceed 25%
of the consolidated net assets shown in the consolidated balance
sheet as of December 31, 1995.
Financial statements of all associated companies (20% to 50% owned)
have been omitted because no associated company is individually
significant.
(3) Exhibits
EXHIBIT 2 - None
* EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended to the date hereof.
(Registration Statement No. 333-00929 on
Form S-8, dated February 14, 1996,
EXHIBIT 4.1)
* EXHIBIT 3.2 - By-Laws, as amended to the date hereof.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
3.2)
EXHIBIT 4.1 - Restated Certificate of Incorporation.
See EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
_______________________
* Incorporated by reference.
<PAGE>
* EXHIBIT 4.3 - Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals
Company and The Bank of New York, as
Trustee, relating to Debt Securities.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 1-
1430, 1991 Form 10-K Report, EXHIBIT
4.4)
* EXHIBIT 4.5 - Rights Agreement dated as of November
23, 1987 (the "Rights Agreement")
between Reynolds Metals Company and The
Chase Manhattan Bank, N.A. (File No. 1-
1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to
Preferred Stock Purchase Rights, EXHIBIT 1)
* EXHIBIT 4.6 - Amendment No. 1 dated as of December 19,
1991 to the Rights Agreement. (File No.
1-1430, 1991 Form 10-K Report, EXHIBIT
4.11)
* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)
* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT 4.3)
* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT 4.4)
* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.15)
* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003.
(File No. 1-1430, Form 8-K Report dated
August 16, 1991, Exhibit 4(a))
** EXHIBIT 4.13 - Articles of Continuance of Societe
d'Aluminium Reynolds du Canada,
Ltee/Reynolds Aluminum Company of
Canada, Ltd. (formerly known as Canadian
Reynolds Metals Company, Limited --
Societe Canadienne de Metaux Reynolds,
Limitee) ("REYCAN"), as amended to the
date hereof
** EXHIBIT 4.14 - By-Laws of REYCAN, as amended to the date
hereof
** EXHIBIT 4.15 - Articles of Incorporation of Societe
Canadienne de Metaux Reynolds,
Ltee/Canadian Reynolds Metals Company,
Ltd. ("CRM"), as amended to the date
hereof
_______________________
* Incorporated by reference.
** Previously filed.
<PAGE>
** EXHIBIT 4.16 - By-Laws of CRM, as amended to the date
hereof
* EXHIBIT 4.17 - Indenture dated as of April 1, 1993
among REYCAN, Reynolds Metals Company
and The Bank of New York, as Trustee.
(File No. 1-1430, Form 8-K Report dated
July 14, 1993, EXHIBIT 4(a))
** EXHIBIT 4.18 - First Supplemental Indenture, dated as of
December 18, 1995 among REYCAN, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee
* EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due
July 15, 2002. (File No. 1-1430, Form 8-K
Report dated July 14, 1993, EXHIBIT 4(d))
EXHIBIT 9 - None
+* EXHIBIT 10.1 - Reynolds Metals Company 1982
Nonqualified Stock Option Plan, as
amended through May 17, 1985. (File No.
1-1430, 1985 Form 10-K Report, EXHIBIT 10.2)
+* EXHIBIT 10.2 - Reynolds Metals Company 1987
Nonqualified Stock Option Plan.
(Registration Statement No. 33-13822 on
Form S-8, dated April 28, 1987, EXHIBIT 28.1)
+* EXHIBIT 10.3 - Reynolds Metals Company 1992
Nonqualified Stock Option Plan.
(Registration Statement No. 33-44400 on
Form S-8, dated December 9, 1991,
EXHIBIT 28.1)
+* EXHIBIT 10.4 - Reynolds Metals Company Performance
Incentive Plan, as amended and restated
effective January 1, 1996. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended March 31, 1995, EXHIBIT 10.4)
+* EXHIBIT 10.5 - Agreement dated December 9, 1987 between
Reynolds Metals Company and Jeremiah J.
Sheehan. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.9)
+* EXHIBIT 10.6 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form 10-K
Report, EXHIBIT 10.8)
+* EXHIBIT 10.7 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form
10-K Report, EXHIBIT 10.11)
+* EXHIBIT 10.8 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
+* EXHIBIT 10.9 - Deferred Compensation Plan for Outside
Directors as Amended and Restated
Effective December 1, 1993. (File No. 1-
1430, 1993 Form 10-K Report, EXHIBIT 10.12)
____________________________
* Incorporated by reference.
** Previously filed.
+ Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 601 of Regulation S-K.
<PAGE>
+* EXHIBIT 10.10 - Retirement Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.10)
+* EXHIBIT 10.11 - Death Benefit Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.11)
+* EXHIBIT 10.12 - Form of Indemnification Agreement for
Directors and Officers. (File No. 1-
1430, Form 8-K Report dated April 29,
1987, EXHIBIT 28.3)
+* EXHIBIT 10.13 - Form of Executive Severance Agreement between
Reynolds Metals Company and key
executive personnel, including each of
the individuals listed in Item 4A
hereof. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.18)
+* EXHIBIT 10.14 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective May 20, 1988. (File No. 1-1430,
Form 10-Q Report for the Quarter
Ended June 30, 1988, EXHIBIT 19(a))
+* EXHIBIT 10.15 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective October 21, 1988. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1988, EXHIBIT 19(a))
+* EXHIBIT 10.16 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 1, 1987. (File No. 1-
1430, 1988 Form 10-K Report, EXHIBIT
10.22)
+* EXHIBIT 10.17 - Form of Stock Option and Stock Appreciation
Right Agreement, as approved February
16, 1990 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, 1989 Form 10-K Report,
EXHIBIT 10.24)
+* EXHIBIT 10.18 - Amendment to Reynolds Metals Company
1982 Nonqualified Stock Option Plan
effective January 18, 1991. (File No. 1-
1430, 1990 Form 10-K Report, EXHIBIT 10.25)
+* EXHIBIT 10.19 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 18, 1991. (File No. 1-
1430, 1990 Form 10-K Report, EXHIBIT 10.26)
+* EXHIBIT 10.20 - Letter Agreement dated January 18, 1991
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
1990 Form 10-K Report, EXHIBIT 10.27)
+* EXHIBIT 10.21 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
____________________________
* Incorporated by reference.
+ Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 601 of Regulation S-K.
<PAGE>
+* EXHIBIT 10.22 - Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
March 31, 1992, EXHIBIT 28(b))
+* EXHIBIT 10.23 - Renewal dated February 18, 1994 of
Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
1993 Form 10-K Report, EXHIBIT 10.28)
+* EXHIBIT 10.24 - Reynolds Metals Company Restricted Stock
Plan for Outside Directors.
(Registration Statement No. 33-53851 on
Form S-8, dated May 27, 1994, EXHIBIT 4.6)
+* EXHIBIT 10.25 - Reynolds Metals Company New Management
Incentive Deferral Plan. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended June 30, 1994, EXHIBIT 10.30)
+* EXHIBIT 10.26 - Reynolds Metals Company Salary Deferral
Plan for Executives. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1994, EXHIBIT 10.31)
+* EXHIBIT 10.27 - Reynolds Metals Company Supplemental
Long Term Disability Plan for
Executives. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1994, EXHIBIT 10.32)
+* EXHIBIT 10.28 - Amendment to Reynolds Metals Company
1982 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.33)
+* EXHIBIT 10.29 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.34)
+* EXHIBIT 10.30 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.35)
+* EXHIBIT 10.31 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995. (File No. 1-
1430, 1994 Form 10-K Report, EXHIBIT
10.36)
+* EXHIBIT 10.32 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995 through
December 31, 1996. (File No. 1-1430,
1994 Form 10-K Report, EXHIBIT 10.37)
____________________________
* Incorporated by reference.
+ Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 601 of Regulation S-K.
<PAGE>
+* EXHIBIT 10.33 - Amendment to Reynolds Metals Company
Salary Deferral Plan for Executives
effective January 1, 1995 through
December 31, 1996. (File No. 1-1430,
1994 Form 10-K Report, EXHIBIT 10.38)
+* EXHIBIT 10.34 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Trustee Pays Premiums).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.34)
+* EXHIBIT 10.35 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT 10.35)
+* EXHIBIT 10.36 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT 10.36)
+* EXHIBIT 10.37 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.37)
+* EXHIBIT 10.38 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.38)
** EXHIBIT 11 - Computation of Earnings Per Share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
** EXHIBIT 21 - List of Subsidiaries of Reynolds Metals Company
EXHIBIT 22 - None
** EXHIBIT 23 - Consent of Independent Auditors
** EXHIBIT 24 - Powers of Attorney
____________________________
* Incorporated by reference.
** Previously filed.
+ Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 601 of Regulation S-K.
<PAGE>
** EXHIBIT 27 - Financial Data Schedule
EXHIBIT 28 - Not applicable
EXHIBIT 99.1 - Reynolds Metals Company Savings and
Investment Plan for Salaried Employees
Annual Report on Form 11-K for the
Fiscal Year Ended December 31, 1995
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for
Hourly Employees Annual Report on Form
11-K for the Fiscal Year Ended December
31, 1995
EXHIBIT 99.3 - Employees Savings Plan Annual Report on
Form 11-K for the Fiscal Year Ended
December 31, 1995
____________________________
** Previously filed.
Pursuant to Item 601 of Regulation S-K, certain
instruments with respect to long-term debt of the Company are
omitted because such debt does not exceed 10 percent of the total
assets of the Company and its subsidiaries on a consolidated
basis. The Company agrees to furnish a copy of any such
instrument to the Commission upon request.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the
fourth quarter of 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly
authorized.
REYNOLDS METALS COMPANY
By: Allen M. Earehart
Allen M. Earehart
Vice President, Controller
Date: June 26, 1996
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K/A
For the fiscal year ended December 31, 1995
Commission File No. 1-1430
REYNOLDS METALS COMPANY
Attached herewith are
Exhibits 99.1, 99.2 and 99.3
INDEX
EXHIBIT 2 - None
* EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended to the date hereof.
(Registration Statement No. 333-00929 on
Form S-8, dated February 14, 1996,
EXHIBIT 4.1)
* EXHIBIT 3.2 - By-Laws, as amended to the date hereof.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
3.2)
EXHIBIT 4.1 - Restated Certificate of Incorporation.
See EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
* EXHIBIT 4.3 - Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals
Company and The Bank of New York, as
Trustee, relating to Debt Securities.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 1-
1430, 1991 Form 10-K Report, EXHIBIT
4.4)
* EXHIBIT 4.5 - Rights Agreement dated as of November
23, 1987 (the "Rights Agreement")
between Reynolds Metals Company and The
Chase Manhattan Bank, N.A. (File No. 1-
1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to
Preferred Stock Purchase Rights, EXHIBIT
1)
* EXHIBIT 4.6 - Amendment No. 1 dated as of December 19,
1991 to the Rights Agreement. (File No.
1-1430, 1991 Form 10-K Report, EXHIBIT
4.11)
_______________________
* Incorporated by reference.
<PAGE>
* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated
June 6, 1989, EXHIBIT 4)
* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.15)
* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.16)
* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003.
(File No. 1-1430, Form 8-K Report dated
August 16, 1991, Exhibit 4(a))
** EXHIBIT 4.13 - Articles of Continuance of Societe
d'Aluminium Reynolds du Canada,
Ltee/Reynolds Aluminum Company of
Canada, Ltd. (formerly known as Canadian
Reynolds Metals Company, Limited --
Societe Canadienne de Metaux Reynolds,
Limitee) ("REYCAN"), as amended to the
date hereof
** EXHIBIT 4.14 - By-Laws of REYCAN, as amended to the date
hereof
** EXHIBIT 4.15 - Articles of Incorporation of Societe
Canadienne de Metaux Reynolds,
Ltee/Canadian Reynolds Metals Company,
Ltd. ("CRM"), as amended to the date
hereof
** EXHIBIT 4.16 - By-Laws of CRM, as amended to the date
hereof
* EXHIBIT 4.17 - Indenture dated as of April 1, 1993
among REYCAN, Reynolds Metals Company
and The Bank of New York, as Trustee.
(File No. 1-1430, Form 8-K Report dated
July 14, 1993, EXHIBIT 4(a))
** EXHIBIT 4.18 - First Supplemental Indenture, dated as of
December 18, 1995 among REYCAN, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee
* EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due
July 15, 2002. (File No. 1-1430, Form 8-
K Report dated July 14, 1993, EXHIBIT
4(d))
EXHIBIT 9 - None
_______________________
* Incorporated by reference.
** Previously filed.
<PAGE>
* EXHIBIT 10.1 - Reynolds Metals Company 1982
Nonqualified Stock Option Plan, as
amended through May 17, 1985. (File No.
1-1430, 1985 Form 10-K Report, EXHIBIT
10.2)
* EXHIBIT 10.2 - Reynolds Metals Company 1987
Nonqualified Stock Option Plan.
(Registration Statement No. 33-13822 on
Form S-8, dated April 28, 1987, EXHIBIT
28.1)
* EXHIBIT 10.3 - Reynolds Metals Company 1992
Nonqualified Stock Option Plan.
(Registration Statement No. 33-44400 on
Form S-8, dated December 9, 1991,
EXHIBIT 28.1)
* EXHIBIT 10.4 - Reynolds Metals Company Performance
Incentive Plan, as amended and restated
effective January 1, 1996. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended March 31, 1995, EXHIBIT 10.4)
* EXHIBIT 10.5 - Agreement dated December 9, 1987 between
Reynolds Metals Company and Jeremiah J.
Sheehan. (File No. 1-1430, 1987 Form 10-
K Report, EXHIBIT 10.9)
* EXHIBIT 10.6 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form 10-
K Report, EXHIBIT 10.8)
* EXHIBIT 10.7 - Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form
10-K Report, EXHIBIT 10.11)
* EXHIBIT 10.8 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
* EXHIBIT 10.9 - Deferred Compensation Plan for Outside
Directors as Amended and Restated
Effective December 1, 1993. (File No. 1-
1430, 1993 Form 10-K Report, EXHIBIT
10.12)
* EXHIBIT 10.10 - Retirement Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.10)
* EXHIBIT 10.11 - Death Benefit Plan for Outside Directors.
(File No. 1-1430, 1986 Form 10-K Report,
EXHIBIT 10.11)
* EXHIBIT 10.12 - Form of Indemnification Agreement for
Directors and Officers. (File No. 1-
1430, Form 8-K Report dated April 29,
1987, EXHIBIT 28.3)
* EXHIBIT 10.13 - Form of Executive Severance Agreement between
Reynolds Metals Company and key
executive personnel, including each of
the individuals listed in Item 4A
hereof. (File No. 1-1430, 1987 Form 10-
K Report, EXHIBIT 10.18)
____________________________
* Incorporated by reference.
<PAGE>
* EXHIBIT 10.14 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective May 20, 1988. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended June 30, 1988, EXHIBIT 19(a))
* EXHIBIT 10.15 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective October 21, 1988. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1988, EXHIBIT 19(a))
* EXHIBIT 10.16 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 1, 1987. (File No. 1-
1430, 1988 Form 10-K Report, EXHIBIT
10.22)
* EXHIBIT 10.17 - Form of Stock Option and Stock Appreciation
Right Agreement, as approved February
16, 1990 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, 1989 Form 10-K Report,
EXHIBIT 10.24)
* EXHIBIT 10.18 - Amendment to Reynolds Metals Company
1982 Nonqualified Stock Option Plan
effective January 18, 1991. (File No. 1-
1430, 1990 Form 10-K Report, EXHIBIT
10.25)
* EXHIBIT 10.19 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 18, 1991. (File No. 1-
1430, 1990 Form 10-K Report, EXHIBIT
10.26)
* EXHIBIT 10.20 - Letter Agreement dated January 18, 1991
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
1990 Form 10-K Report, EXHIBIT 10.27)
* EXHIBIT 10.21 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
* EXHIBIT 10.22 - Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
March 31, 1992, EXHIBIT 28(b))
* EXHIBIT 10.23 - Renewal dated February 18, 1994 of
Consulting Agreement dated May 1, 1992
between Reynolds Metals Company and
William O. Bourke. (File No. 1-1430,
1993 Form 10-K Report, EXHIBIT 10.28)
* EXHIBIT 10.24 - Reynolds Metals Company Restricted Stock
Plan for Outside Directors.
(Registration Statement No. 33-53851 on
Form S-8, dated May 27, 1994, EXHIBIT
4.6)
____________________________
* Incorporated by reference.
<PAGE>
* EXHIBIT 10.25 - Reynolds Metals Company New Management
Incentive Deferral Plan. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended June 30, 1994, EXHIBIT 10.30)
* EXHIBIT 10.26 - Reynolds Metals Company Salary Deferral
Plan for Executives. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1994, EXHIBIT 10.31)
* EXHIBIT 10.27 - Reynolds Metals Company Supplemental
Long Term Disability Plan for
Executives. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1994, EXHIBIT 10.32)
* EXHIBIT 10.28 - Amendment to Reynolds Metals Company
1982 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.33)
* EXHIBIT 10.29 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.34)
* EXHIBIT 10.30 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective August 19, 1994. (File No. 1-
1430, Form 10-Q Report for the Quarter
Ended September 30, 1994, EXHIBIT 10.35)
* EXHIBIT 10.31 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995. (File No. 1-
1430, 1994 Form 10-K Report, EXHIBIT
10.36)
* EXHIBIT 10.32 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995 through
December 31, 1996. (File No. 1-1430,
1994 Form 10-K Report, EXHIBIT 10.37)
* EXHIBIT 10.33 - Amendment to Reynolds Metals Company
Salary Deferral Plan for Executives
effective January 1, 1995 through
December 31, 1996. (File No. 1-1430,
1994 Form 10-K Report, EXHIBIT 10.38)
* EXHIBIT 10.34 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Trustee Pays Premiums).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.34)
* EXHIBIT 10.35 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.35)
* EXHIBIT 10.36 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium).
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1995, EXHIBIT
10.36)
____________________________
* Incorporated by reference.
<PAGE>
* EXHIBIT 10.37 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.37)
* EXHIBIT 10.38 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays
Premiums). (File No. 1-1430, Form 10-Q
Report for the Quarter Ended June 30,
1995, EXHIBIT 10.38)
** EXHIBIT 11 - Computation of Earnings Per Share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
** EXHIBIT 21 - List of Subsidiaries of Reynolds Metals
Company
EXHIBIT 22 - None
** EXHIBIT 23 - Consent of Independent Auditors
** EXHIBIT 24 - Powers of Attorney
** EXHIBIT 27 - Financial Data Schedule
EXHIBIT 28 - Not applicable
EXHIBIT 99.1 - Reynolds Metals Company Savings and
Investment Plan for Salaried
Employees Annual Report on Form 11-K for
the Fiscal Year ended December 31, 1995
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for
Hourly Employees on Form 11-K for the
Fiscal Year ended December 31, 1995
EXHIBIT 99.3 - Employees Savings Plan Annual Report on
Form 11-K for the Fiscal Year
ended December 31, 1995
____________________________
* Incorporated by reference.
** Previously filed.
EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-1430
A. Full title of the plan:
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors.......................... F-1
Statements of Net Assets Available for
Plan Benefits, with Fund Information.................. F-2
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information.............. F-4
Notes to Financial Statements........................... F-5
Schedules:
Assets Held for Investment Purposes.................... S-1
Reportable Transactions................................ S-3
EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the Plan Committee has duly
caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
By: Henry S. Savedge, Jr.
Henry S. Savedge, Jr., Chairman
Savings and Investment
Plan Committee
DATE: June 26, 1996
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Reynolds Metals Company
We have audited the accompanying statements of net assets available for plan
benefits of the Reynolds Metals Company Savings and Investment Plan for
Salaried Employees as of December 31, 1995 and 1994, and the related statement
of changes in net assets available for plan benefits for the year ended
December 31, 1995. These financial statements are the responsibility of
management of Reynolds Metals Company (the Plan's Sponsor). 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
at December 31, 1995 and 1994, and the changes in its net assets available for
plan benefits for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1995 and reportable
transactions for the year ended December 31, 1995, are presented for purposes
of complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the basic financial statements. The Fund
Information in the statement of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits is presented for
purposes of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and Fund Information have been subjected to
the auditing procedures applied in our audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
Richmond, Virginia
June 21, 1996
<PAGE>
<TABLE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
December 31, 1995
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------
Non-
Participant
Participant Directed Directed
-----------------------------------------------------------------------------------
Small
Inter- Capitali-
Reynolds Diversified Balanced Interest national zation Reynolds
Stock Equities Investment Income Equities Equities Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Common stock of Reynolds Metals
Company
2,742,237 shares (Cost $90,858) $55,667 $ 99,612 $155,279
Mutual funds: - -
Diversified Equities (Cost $37,532) - $51,994 - 51,994
Balanced (Cost $18,260) - - $20,230 - 20,230
International Equities (Cost $2,563) - - - $2,680 - 2,680
Small Capitalization (Cost $5,999) - - - - $6,358 - 6,358
Investment contracts - - - $82,223 - - - 82,223
Cash equivalents 772 280 112 13,193 25 34 1,335 15,751
Loans to participants - - - - - - $10,602 - 10,602
--------------------------------------------------------------------------------------------
Total investments 56,439 52,274 20,342 95,416 2,705 6,392 10,602 $100,947 345,117
Accrued income 348 - - - 66 297 - 622 1,333
Receivable from Executive Life
Insurance Company - - - 3,066 - - - - 3,066
-------------------------------------------------------------------------------------------
Total assets 56,787 52,274 20,342 98,482 2,771 6,689 10,602 $101,569 349,516
-------------------------------------------------------------------------------------------
Liabilities
Payable to Reynolds Metals Company - - - 3,066 - - - - 3,066
Accounts payable and other - - - - - - - - -
-------------------------------------------------------------------------------------------
Total liabilities - - - 3,066 - - - - 3,066
-------------------------------------------------------------------------------------------
Interfund receivable (payable) - - - - - - - - -
Net assets available for plan benefits $56,787 $52,274 $20,342 $95,416 $2,771 $6,689 $10,602 $101,569 $346,450
===========================================================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information (continued)
(Dollars in Thousands)
December 31, 1994
<CAPTION>
Fund Information
--------------------------------------------------------------
Non-
Participant
Participant Directed Directed
--------------------------------------------------------------
Reynolds Diversified Balanced Interest Reynolds
Stock Equities Investment Income Loan Stock
Fund Fund Fund Fund Fund Fund Total
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Common stock of Reynolds Metals
Company
2,623,523 shares (Cost $82,114) $45,253 $83,300 $128,553
Mutual funds:
Diversified Equities (Cost $30,557) - $33,997 - 33,997
Balanced (Cost $13,226) - - $12,888 - 12,888
Investment contracts - - - $81,537 - 81,537
Cash equivalents 973 171 95 12,282 1,438 14,959
Loans to participants - - - - $9,926 - 9,926
--------------------------------------------------------------------------
Total investments 46,226 34,168 12,983 93,819 9,926 84,738 281,860
Accrued income 232 - - - - 428 660
Employer contributions receivable - - - - - 256 256
Receivable from Executive Life
Insurance Company - - - 5,795 - - 5,795
--------------------------------------------------------------------------
Total assets 46,458 34,168 12,983 99,614 9,926 85,422 288,571
--------------------------------------------------------------------------
Liabilities
Payable to Reynolds Metals Company - - - 5,795 - - 5,795
Accounts payable and other 1 - - 4 - 2 7
--------------------------------------------------------------------------
Total liabilities 1 - - 5,799 - 2 5,802
--------------------------------------------------------------------------
Interfund receivable (payable) 142 26 12 (180) - - -
Net assets available for plan benefits $46,599 $34,194 $12,995 $93,635 $9,926 $85,420 $282,769
==========================================================================
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
December 31, 1995
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------
Non-
Participant
Participant Directed Directed
-----------------------------------------------------------------------------------
Small
Inter- Capitali-
Reynolds Diversified Balanced Interest national zation Reynolds
Stock Equities Investment Income Equities Equities Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
Investment income:
Net realized and unrealized
appreciation of investments $ 8,598 $12,010 $ 3,218 $ - $ 139 $ 472 $ 13,238 $37,675
Interest and dividends 1,216 1,070 693 5,959 66 297 $ 836 2,175 12,312
-------------------------------------------------------------------------------------------
9,814 13,080 3,911 5,959 205 769 836 15,413 49,987
-------------------------------------------------------------------------------------------
Contributions:
Employer:
Stock - - - - - - - 3,834 3,834
Cash - - - - - - - 2,887 2,887
Employee 4,926 5,093 2,856 5,976 622 1,029 - - 20,502
-------------------------------------------------------------------------------------------
4,926 5,093 2,856 5,976 622 1,029 - 6,721 27,223
Assets transferred 371 143 120 816 23 72 59 - 1,604
-------------------------------------------------------------------------------------------
Total Additions 15,111 18,316 6,887 12,751 850 1,870 895 22,134 78,814
-------------------------------------------------------------------------------------------
Deductions from net assets:
Withdrawals by participants 2,199 2,107 544 4,703 5 24 238 4,918 14,738
Administrative expenses 50 56 19 175 2 3 - 90 395
-------------------------------------------------------------------------------------------
Total Deductions 2,249 2,163 563 4,878 7 27 238 5,008 15,133
-------------------------------------------------------------------------------------------
Interfund transfers (2,674) 1,927 1,023 (6,092) 1,928 4,846 19 (977) -
Net increase 10,188 18,080 7,347 1,781 2,771 6,689 676 16,149 63,681
Net assets available for plan benefits:
Beginning of year 46,599 34,194 12,995 93,635 - - 9,926 85,420 282,769
-------------------------------------------------------------------------------------------
End of year $56,787 $52,274 $20,342 $95,416 $ 2,771 $ 6,689 $10,602 $101,569 $346,450
===========================================================================================
See accompanying notes.
</TABLE>
<PAGE>
<PAGE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements
(Dollars in Thousands)
December 31, 1995
1. Significant Accounting Policies
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.
The accounting records of the Reynolds Metals Company Savings and Investment
Plan for Salaried Employees ("Plan") are maintained on the accrual basis. All
securities transactions are recorded as of the trade date.
Investments in Reynolds Metals Company Common Stock (stated at fair value) are
valued at the last reported sales price on the last business day of the year.
Investments in mutual funds are measured by quoted market prices and are
reported at aggregate fair value at year-end. Investment contracts with
insurance companies are reported at "contract value," which equals cost plus
accrued income. Structured investment contracts are reported at fair value,
which in the case of structured investment contracts equals contract value.
Certain amounts in the 1994 financial statements have been reclassified to
conform to the 1995 presentation.
2. Summary of Significant Plan Provisions
The Plan is a defined contribution plan under the Employee Retirement Income
Security Act of 1974 ("ERISA") and qualifies as a "cash or deferred"
arrangement under Section 401(k) of the Internal Revenue Code. Plan
participation is voluntary and, as of December 31, 1995, was limited to
certain salaried employees who had completed 60 days of service.
A participant may contribute from 1% to 12% of compensation in any combination
on a before or after tax basis. Highly compensated participants may be
required to reduce the amount of "pretax" contributions in order to permit the
Plan to satisfy the nondiscrimination requirements of Section 401(k) of the
Internal Revenue Code.
<PAGE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
As of December 31, 1995, participants who receive a cash award under the
Reynolds Metals Company Profit Sharing Program for Salaried Employees are also
allowed to elect to contribute from 10% to 50% of any such award. In addition,
participants eligible to receive gainsharing awards may elect to contribute
from 10% to 50% of the award. Such contributions are not matched by Reynolds
Metals Company (the "Company").
The Company contributes an amount equal to 50% of each participating
employee's contribution up to 6% of compensation. The Company may also
contribute up to an additional 50% of each participating employee's
contribution up to 6% of compensation. The Company elected not to make an
additional contribution for 1995 or 1994.
Although it has not expressed any intent to do so, 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. In the event of Plan termination,
all participants will be fully vested in their account balances.
A complete description of Plan provisions including those relating to vesting,
withdrawals, loans and distributions is contained in the Summary Plan
Description and the Plan document, copies of which are available from the
Company.
The Company is the Plan administrator and bears the related costs, except for
investment-related and trustee fees which are paid by the Plan.
3. Investments
Mutual Funds
Substantially all of the assets held in the Diversified Equities Fund and the
Balanced Investment Fund generally are invested in the Vanguard Institutional
Index Fund and the Vanguard STAR Fund, respectively, no-load mutual funds held
and managed by The Vanguard Group of Investment Companies. Substantially all
of the assets held in the International Equities Fund and the Small
Capitalization Equities Fund are invested in the T. Rowe Price Foreign Equity
Fund and the T. Rowe Price Small-Cap Value Fund, respectively, no-load
mutual funds held and managed by T. Rowe Price Associates, Inc.
<PAGE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Investments (continued)
Investment Contracts
The assets held in the Interest Income Fund generally are invested in
guaranteed investment contracts ("GICs") at a fixed rate of return and
structured investment contracts ("SICs") with various insurance companies and
banks. These contracts generally provide for the full repayment of
principal and interest. SIC's represent a diversified portfolio of high grade
investments held in the name of the Plan in conjunction with a corresponding
contract with the issuer of the SIC to provide a fixed or variable rate of
return (based on the investment experience and reset quarterly) on the cost of
the portfolio. Upon the occurrence of certain events (none of which are
currently known to have occurred, nor are any such events contemplated),
however, market value of the GIC or SIC, if lower than its book value, may be
repaid. Interest is credited to participants' accounts on the dollar-weighted
average (blended rate) basis. The annual rate of return on these contracts
during 1995 and at December 31, 1995 was approximately 6.8% (7% in 1994). The
fair value of the Plan's GICs approximates contract value.
In April 1991, Executive Life Insurance Company ("Executive Life"), the issuer
of one of the guaranteed investment contracts then held by the Plan, was
placed into conservatorship. The Company and the Plan entered into an
agreement on August 1, 1991, whereby the Company was obligated to provide
interest free loans to the Plan for any amounts due under the guaranteed
investment contract which Executive Life failed to pay. As of December 31,
1995, the Company had advanced to the Plan $12,335, which represents all
amounts due under this contract. The Plan is obligated to repay the loans to
the extent amounts are subsequently recovered from or on behalf of Executive
Life, and any remaining balance will be forgiven by the Company. As of
December 31, 1995, the Plan has repaid $9,269 of the advanced amounts and has
outstanding advances of $3,066.
On August 11, 1994, insurance regulators took control of Confederation Life
Insurance Company ("Confederation Life"), the issuer of a guaranteed investment
contract held at the time by the Interest Income Fund with a contract value of
$5,198. As of August 11, 1994, interest accruals with respect to the contract
ceased, and funds represented by the contract were frozen. Contributions made
or transferred to the Interest Income Fund after August 11, 1994 are being
invested in the remaining assets of the Interest Income Fund.
<PAGE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Investments (continued)
Until further notice, no distribution or withdrawal made from the Plan will
include amounts attributable to a participant's interest in the Confederation
Life contract. There is no indication from the regulators when a final
resolution of this matter might be announced and it is not possible to estimate
how much of the contract value of this investment may be lost, if any, upon
final resolution.
The SIC with Commonwealth Life Insurance Company for $23,765 held by the Plan
constitutes the only individual investment contract in excess of five percent
of net assets available for plan benefits on December 31, 1995.
During 1995 the Company acquired a manufacturing facility from Alcan Aluminum
Corporation ("Alcan"). Former Alcan employees, who are now employed by the
Company, transferred their account balances from Alcan's savings plan to the
Plan. There was no effect on any participant's account balances as a result of
the transfer.
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31,
1995 1994
-----------------------
Net assets available for benefits per
the financial statements $346,450 $282,769
Amounts allocated to withdrawn
participants 280 1,277
-----------------------
Net assets available for benefits per
the Form 5500 $346,170 $281,492
=======================
<PAGE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
4. Differences Between Financial Statements and Form 5500
(continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31,
1995
--------------
Benefits paid to participants per the financial statements $14,738
Add: Amounts allocated on Form 5500 to withdrawn
participants in the current year 280
Less: Amounts allocated on Form 5500 to withdrawn
participants in the prior year (1,277)
--------------
Benefits paid to participants per the Form 5500 $13,741
==============
5. Income Taxes
The Internal Revenue Service has determined that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (the "Code"). As long as the Plan
continues to be qualified, under present Federal income tax laws and
regulations participants will not be taxed on employer contributions or
investment earnings allocated to their account. Participants will normally be
subject to tax thereon at such time as they receive distributions from the
Plan. As long as the Plan continues to be qualified, the Plan will not be
taxed on its dividend and interest income or on any capital gains realized by
it or on any unrealized appreciation of investments.
<PAGE>
Schedules
<PAGE>
<PAGE>
<TABLE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Schedule of Assets Held for Investment Purposes
<CAPTION>
December 31, 1995
(Dollars in Thousands)
Issuer Description Cost Fair Value
- ---------------------------------------- -------------------------- --------------- ------------
<S> <C> <C> <C>
Common Stock
Reynolds Metals Company* 2,742,237 shares $90,858 $155,279
Mutual Funds
Vanguard Institutional Index Fund 897,574 shares 37,532 51,994
Vanguard STAR Fund 1,346,938 shares 18,260 20,230
T. Rowe Price Foreign Equity Fund 188,654 shares 2,563 2,680
T. Rowe Price Small-Cap Value Fund 384,673 shares 5,999 6,358
Cash Equivalents
Northern Trust Collective Short Term Short-term Investments 15,751 15,751
Investment Fund
Structured Investment Contracts
Commonwealth Life Insurance Company ADA00019TR Structured
Investment Contract,
6.53%
Investment Portfolio 23,765 24,009
Wrap Contract - (244)
Bankers Trust Company 92-340 Structured
Investment Contract,
7.88%, 1/15/96
Investment Portfolio 166 166
Wrap Contract - -
Bankers Trust Company 92-389 Structured
Investment Contract,
5.82%, 4/15/98
Investment Portfolio 6,048 6,025
Wrap Contract - 23
National Westminster Bank Plc SAM 129 Structured
Investment Contract,
7.17%, 11/20/98
Investment Portfolio 10,110 10,354
Wrap Contract - (244)
National Westminster Bank Plc SAM 129B Structured
Investment Contract,
5.65%, 7/15/99
Investment Portfolio 6,941 6,882
Wrap Contract - 59
Loans
Loans to participants* Generally repayable in
5 years, prime rate plus 1% 10,602 10,602
* Indicates party-in-interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Schedule of Assets Held for Investment Purposes (continued)
(Dollars in Thousands)
<CAPTION>
Contract
Issuer Description Cost Value
- ---------------------------------------- -------------------------- --------------- ------------
<S> <C> <C> <C>
Investment Contracts - Insurance Companies
Business Men's Assurance Company 1136 Guaranteed
Investment Contract,
5.20%, 1/22/97 5,048 5,048
The Prudential Insurance Company of America GIC-5925 Guaranteed
Investment Contract,
8.75%, 1/2/96 2,059 2,059
Life of Virginia Insurance Company GS-2786 Guaranteed
Investment Contract,
6.38%, 7/31/97 6,228 6,228
Commonwealth Life Insurance Company ADA00307FR Guaranteed
Investment Contract,
9.91%, 7/15/96 8,401 8,401
Confederation Life Insurance Company 62447 Guaranteed
Investment Contract,
8.55%, 4/10/96 5,198 5,198
Protective Life Insurance Company GA-1022 Guaranteed
Investment Contract,
6.84%, 10/30/97 2,023 2,023
Ohio National Life Insurance Company GA-5143 Guaranteed
Investment Contract,
9.16%, 3/21/96 4,847 4,847
Commonwealth Life Insurance Company ADA00292ST Group
Annuity Contract, 5.98% 1,389 1,389
--------------- -------------
263,788 345,117
=============== =============
</TABLE>
<PAGE>
<TABLE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Schedule of Reportable Transactions
Year ended December 31, 1995
(Dollars in Thousands)
<CAPTION>
Number of Number of Net Gain
Description of Assets Purchases Cost Sales Proceeds (Loss)
- ------------------------------ ----------- --------- --------- ---------- ----------
Category (iii) - Series of Transactions in Excess of 5% of Plan Assets
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Northern Trust Collective Short 327 $87,744 410 $87,108 $ 0
Term Investment Fund
Reynolds Metals Company 12 10,827 6 8,563 3,853
Common Stock
MFO Vanguard Institutional 142 10,564 115 4,419 830
Index Fund
There were no Category (i), (ii), or (iv) reportable transactions during 1995.
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20498) pertaining to the Reynolds Metals Company
Savings and Investment Plan for Salaried Employees and in the related
Prospectus of our report dated June 21, 1996, with respect to the financial
statements and schedules of the Reynolds Metals Company Savings and Investment
Plan for Salaried Employees included in this Annual Report (Form 11-K) for the
year ended December 31, 1995.
Ernst & Young LLP
Richmond, Virginia
June 21, 1996
EXHIBIT 99.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-1430
A. Full title of the plan:
REYNOLDS METALS COMPANY
SAVINGS PLAN
FOR HOURLY EMPLOYEES
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors.......................... F-1
Statements of Net Assets Available for
Plan Benefits, with Fund Information.................. F-2
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information.............. F-4
Notes to Financial Statements........................... F-5
Schedules:
Assets Held for Investment Purposes..................... S-1
Reportable Transactions................................. S-2
EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the Plan Committee has duly
caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
REYNOLDS METALS COMPANY
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: Henry S. Savedge, Jr.
Henry S. Savedge, Jr., Chairman
Plan Committee for Hourly Savings Plan
DATE: June 26, 1996
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Reynolds Metals Company
We have audited the accompanying statements of net assets available for plan
benefits of the Reynolds Metals Company Savings Plan for Hourly Employees as of
December 31, 1995 and 1994, and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1995. These
financial statements are the responsibility of management of Reynolds Metals
Company (the Plan's Sponsor). 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
at December 31, 1995 and 1994, and the changes in its net assets available for
plan benefits for the year ended December 31, 1995, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1995 and reportable
transactions for the year ended December 31, 1995, are presented for purposes
of complying with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974, and
are not a required part of the basic financial statements. The Fund
Information in the statement of net assets available for plan benefits and the
statement of changes in net assets available for plan benefits is presented for
purposes of additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for plan benefits of each
fund. The supplemental schedules and Fund Information have been subjected to
the auditing procedures applied in our audits of the basic financial statements
and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
Richmond, Virginia
June 21, 1996
<PAGE>
<TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
<CAPTION>
December 31, 1995
----------------------------------------------------------------------
Fund Information
-----------------------------------------------------------
Reynolds Diversified Balanced Interest
Stock Equities Investment Income Loan
Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Common stock of Reynolds Metals Company 43,299 shares
(Cost $2,313) $ 2,463 $ 2,463
Master trust:
Diversified Equities (cost $6,252) - $ 7,317 7,317
Balanced (cost $5,067) - - $5,422 5,422
Interest Income - - - $121,449 121,449
Cash equivalents 3 - - - 3
Loans to participants - - - - $ 4,870 4,870
----------------------------------------------------------------------
Total investments 2,466 7,317 5,422 121,449 4,870 141,524
Contributions receivable 10 28 19 426 - 483
Accrued income 15 - - - - 15
----------------------------------------------------------------------
Total assets 2,491 7,345 5,441 121,875 4,870 142,022
Liabilities
Accounts payable and other - - - 5 - 5
----------------------------------------------------------------------
Total liabilities - - - 5 - 5
----------------------------------------------------------------------
Interfund receivable (payable) (82) 477 92 (487) - -
Net assets available for plan benefits $2,409 $7,822 $5,533 $121,383 $4,870 $142,017
======================================================================
See accompanying notes.
/TABLE
<PAGE>
<TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
<CAPTION>
December 31, 1994
------------------------------------------------------------------------
Fund Information
-----------------------------------------------------------
Reynolds Diversified Balanced Interest
Stock Equities Investment Income Loan
Fund Fund Fund Fund Fund Total
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Common stock of Reynolds Metals Company 28,039 shares $1,374 $ 1,374
(Cost $1,409)
Master trust:
Diversified Equities (cost $2,026) - $2,000 2,000
Balanced (cost $2,668) - - $2,490 2,490
Interest Income - - - $101,124 101,124
Cash equivalents 17 - - - 17
Loans to participants - - - - $3,731 3,731
------------------------------------------------------------------------
Total investments 1,391 2,000 2,490 101,124 3,731 110,736
Contributions receivable 3 5 6 273 - 287
------------------------------------------------------------------------
Total assets 1,394 2,005 2,496 101,397 3,731 111,023
------------------------------------------------------------------------
Liabilities
Accounts payable and other 9 - - 21 - 30
------------------------------------------------------------------------
Total liabilities 9 - - 21 - 30
------------------------------------------------------------------------
Interfund receivable (payable) 66 6 (33) (39) - -
------------------------------------------------------------------------
Net assets available for plan benefits $1,451 $2,011 $2,463 $101,337 $3,731 $110,993
------------------------------------------------------------------------
See accompanying notes.
/TABLE
<PAGE>
<TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
<CAPTION>
Year Ended December 31, 1995
----------------------------------------------------------------------
Fund Information
------------------------------------------------------------
Reynolds Diversified Balanced Interest
Stock Equities Investment Income Loan
Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Investment income:
Net realized and unrealized appreciation
of investments $ 356 $ 961 $ 659 $ 1,976
Interest and dividends 46 105 158 $ 7,444 $ 415 8,168
-----------------------------------------------------------------------
402 1,066 817 7,444 415 10,144
-----------------------------------------------------------------------
Contributions:
Employer 83 177 149 7,058 - 7,467
Employee 322 589 495 13,223 - 14,629
-----------------------------------------------------------------------
405 766 644 20,281 - 22,096
Assets transferred - 927 574 3,872 - 5,373
-----------------------------------------------------------------------
Total Additions 807 2,759 2,035 31,597 415 37,613
-----------------------------------------------------------------------
Deductions from net assets:
Withdrawals by participants 15 95 106 6,241 - 6,457
Administrative expenses 1 2 2 127 - 132
-----------------------------------------------------------------------
Total Deductions 16 97 108 6,368 - 6,589
-----------------------------------------------------------------------
Interfund transfers 167 3,149 1,143 (5,183) 724 -
Net increase 958 5,811 3,070 20,046 1,139 31,024
Net assets available for plan benefits:
Beginning of year 1,451 2,011 2,463 101,337 3,731 110,993
-----------------------------------------------------------------------
End of year $2,409 $7,822 $5,533 $121,383 $4,870 $142,017
=======================================================================
See accompanying notes.
/TABLE
<PAGE>
<PAGE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements
December 31, 1995
(Dollars in Thousands)
1. Significant Accounting Policies
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.
The accounting records of the Reynolds Metals Company Savings Plan for Hourly
Employees ("Plan") are maintained on the accrual basis. All securities
transactions are recorded as of the trade date.
Investments in Reynolds Metals Company Common Stock (stated at fair value) are
valued at the last reported sales price on the last business day of the year.
Investments in mutual funds are measured by quoted market prices and are
reported at aggregate fair value at year-end. Investment contracts with
insurance companies are reported at "contract value," which equals cost plus
accrued income. Structured investment contracts are reported at fair value,
which in the case of structured investment contracts equals contract value.
2. Summary of Significant Plan Provisions
Reynolds Metals Company (the "Company") established the Plan effective January
1, 1986, covering hourly employees under certain collective bargaining
agreements. The Plan is a defined contribution plan under the Employee
Retirement Income Security Act of 1974 ("ERISA") and qualifies as a "cash or
deferred" arrangement under Section 401(k) of the Internal Revenue Code. A
complete description of the Plan is contained in the Summary Plan Description
and in the Plan document, copies of which are available from the Company.
Hourly employees who are in a bargaining unit covered by a collective
bargaining agreement that incorporates the Plan by reference will become
eligible to participate in the Plan on the later of (a) the date on which they
complete their probationary period or (b) the date on which the collective
bargaining agreement under which they are covered first incorporates the Plan
by reference.
<PAGE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
Plan participation is voluntary. Participants may elect to make contributions
on a before or after tax basis.
Each collective bargaining agreement that incorporates the Plan by reference
provides that participants may elect to make contributions to the Plan in
specified amounts ranging from 2% to 12% of compensation in 1% increments.
Each such collective bargaining agreement may also provide for the following
types of contributions:
(a) Negotiated Deferral Contributions: At certain bargaining units the
Company makes a contribution to a participant's account based on the
number of hours worked by each active employee participating in the
Plan.
(b) Additional Voluntary Contributions: As of December 31, 1995, if
participants are eligible to receive a profit sharing award, gainsharing
payment or other designated type of lump sum payment, they may elect to
contribute between 10% and 50% of the award and/or payment (in 10%
increments) to the Plan.
(c) Company Matching Contributions: At certain bargaining units the Company
will, subject to certain limitations, contribute to the Plan on behalf
of each eligible participant, a fixed percentage of a portion of the
contributions by such participant.
Participants in the Plan are fully vested in their account balances.
Highly compensated participants may be required to reduce the amount of
"pretax" contributions in order to permit the Plan to satisfy the
nondiscrimination requirements of Section 401(k) of the Internal Revenue Code.
Withdrawals and distributions are handled in accordance with the Plan
provisions and are subject to certain regulatory restrictions. The trustee
holds all of the Plan's investment assets and executes transactions therein.
Although it has not expressed any intent to do so, 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 and subject to the terms of any
applicable collective bargaining agreement.
<PAGE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
2. Description of the Plan (continued)
The Company is the Plan administrator and bears the related costs, except for
investment-related and trustee fees which are paid by the Plan.
3. Commingled Master Trust Investments
All of the assets invested in the Interest Income Fund, Diversified Equities
Fund and Balanced Investment Fund as of December 31, 1995 and 1994 were held in
a Master Trust established under a Master Trust Agreement dated as of
December 29, 1989 between Reynolds Metals Company and The Chase Manhattan Bank,
N.A., as trustee, and are commingled with the assets of three other savings
plans of the Company and certain of its subsidiaries.
Substantially all the assets held in the Diversified Equities Fund and the
Balanced Investment Fund were invested in the Vanguard Institutional Index
Fund and the Vanguard STAR Fund, respectively, no-load mutual funds held and
managed by The Vanguard Group of Investment Companies. The portion of the
commingled Diversified Equities Fund and commingled Balanced Investment Fund
allocable to the Plan were 96.6% and 97.8%, respectively, at December 31, 1995
and 84.2% and 86.1%, respectively, at December 31, 1994.
The assets of the Interest Income Fund generally are invested in guaranteed
investment contracts ("GICs") at fixed rates of return and structured
investment contracts ("SICs") with various insurance companies and banks.
These contracts generally provide for the full repayment of principal and
interest. SIC's represent high grade investments held in the name of the
Master Trust in conjunction with a corresponding contract with the issuer of
the SIC to provide a fixed or variable rate of return (based on investment
experience and reset quarterly) on the cost of the investment. Upon the
occurrence of certain events (none of which are currently known to have
occurred, nor are any such events contemplated), however, market value of the
GIC or SIC, if lower than its book value, may be repaid. The annual rate of
return on these contracts during 1995 and 1994 was approximately 7%. The
annual rate of return on these contracts at December 31, 1995 was 6.4% (7% at
December 31, 1994). Interest is credited to participants' accounts on the
dollar-weighted average (blended rate) basis. The portion of the commingled
Interest Income Fund allocable to the Plan is 97.1% and 94.8% at December 31,
1995 and 1994, respectively. The fair value of the Plan's GICs approximates
contract value.
<PAGE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
On December 31, 1995 certain assets of two other savings plans of the Company
were transferred into the Plan. There was no effect on any participant's
accounts as a result of the transfer.
Summarized financial fund information of the commingled accounts within the
Master Trust is presented below:<PAGE>
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
---------------------------------------- --------------------------------------
Diversified Balanced Interest Diversified Balanced Interest
Equities Investment Income Equities Investment Income
Fund Fund Fund Fund Fund Fund
---------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MASTER TRUST NET ASSETS
Assets
Cash and cash equivalents $ 23,907 $ 8,654
Contributions receivable $ 510 $ 112 448 $ 9 $ 8 286
Investments:
Investment contracts - - 101,160 - - 98,062
Mutual funds 7,572 5,547 - 2,375 2,893 -
---------------------------------------- --------------------------------------
Total assets 8,082 5,659 125,515 2,384 2,901 107,002
Liabilities
Accounts payable - - 480 - 36 55
---------------------------------------- --------------------------------------
Master Trust net assets $8,082 $5,659 $125,035 $2,384 $2,865 $106,947
======================================== ======================================
CHANGES IN MASTER TRUST NET ASSETS
Additions:
Contributions from plans $1,022 $ 783 $21,800
Net realized and unrealized appreciation
(depreciation) of investments 1,156 765 -
Interest and dividends 126 182 7,868
Assets transferred into Master Trust 162 - 890
--------------------------------------
2,466 1,730 30,558
--------------------------------------
Deductions:
Distributions to plans 114 143 6,865
Administrative expenses 2 3 138
--------------------------------------
116 146 7,003
Interfund transfers-net 3,348 1,210 (5,467)
---------------------------------------
Net additions 5,698 2,794 18,088
--------------------------------------
Master Trust net assets at beginning of period 2,384 2,865 106,947
----------------------------------------
Master Trust net assets at end of period $8,082 $5,659 $125,035
======================================
</TABLE>
<PAGE>
<PAGE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
December 31
1995 1994
----------------------
Net assets available for benefits per the
financial statements $142,017 $110,993
Amounts allocated to withdrawn participants 930 547
----------------------
Net assets available for benefits per the Form 5500 $141,087 $110,446
======================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
December 31
1995
------------
Benefits paid to participants per the financial statements $6,457
Add: Amounts allocated on Form 5500 to withdrawn
participants in the current year 930
Less: Amounts allocated on form 5500 to withdrawn
participants in the prior year (547)
------------
Benefits paid to participants per the Form 5500 $6,840
============
5. Income Tax Status
The Internal Revenue Service has determined that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (the "Code"). As long as the Plan
continues to be qualified, under Federal income tax laws and regulations
participants will not be taxed on employer contributions or investment earnings
allocated to their account. Participants will normally be subject to tax
thereon at such time as they receive distributions from the Plan. As long as
the Plan continues to be qualified, the Plan will not be taxed on its dividend
and interest income or any capital gains realized by it or any unrealized
appreciation of investments.
<PAGE>
Schedules
<PAGE>
<TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Schedule of Assets Held For Investment Purposes
December 31, 1995
(Dollars in Thousands)
<CAPTION>
Fair
Issuer Description Cost Value
- -------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common stock
Reynolds Metals Company* 43,299 shares $2,313 $2,463
Cash equivalents
Chase Temporary Investment Funds Short-term investments $3 $3
Loans
Loans to participants* Generally payable in
5 years, prime plus 1% $4,870 $4,870
*Indicates party-in-interest to the Plan.
</TABLE>
<PAGE>
<TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Schedule of Reportable Transactions
Year ended December 31, 1995
<CAPTION>
Category (i) - Individual Transactions in Excess of 5% of Plan Assets
- ---------------------------------------------------------------------------------------------------
Number of Net Gain
Description of Assets Shares Transaction Cost Proceeds (Loss)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Chase Bank Domestic Liquidity 102,321 Purchase $102,321
Chase Bank Domestic Liquidity 111,389 Sale 111,389 $ 111,389 $ 0
Chase Bank Domestic Liquidity 84,673 Sale 84,673 84,673 0
Chase Bank Domestic Liquidity 126,314 Purchase 126,314
Chase Bank Domestic Liquidity 135,068 Sale 135,068 135,068 0
Chase Bank Domestic Liquidity 97,705 Purchase 97,705
Chase Bank Domestic Liquidity 95,466 Sale 95,466 95,466 0
Chase Bank Domestic Liquidity 155,293 Purchase 155,293
Chase Bank Domestic Liquidity 164,977 Sale 164,977 164,977 0
RMC Common Stock 5,565 Sale 280,367 346,855 66,488
RMC Common Stock 3,158 Purchase 164,977
RMC Common Stock 2,200 Purchase 116,424
RMC Common Stock 1,800 Purchase 89,631
RMC Common Stock 2,740 Purchase 135,068
RMC Common Stock 2,100 Purchase 101,420
RMC Common Stock 6,507 Sale 323,707 406,691 82,984
RMC Common Stock 6,507 Purchase 406,691
</TABLE>
<TABLE>
<CAPTION>
Category (iii) - Series of Transactions in Excess of 5% of Plan Assets
- ---------------------------------------------------------------------------------------------------
Number of Number of Net Gain
Description of Assets Purchases Cost Sales Proceeds (Loss)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Chase Bank Domestic Liquidity 77 1,061,403 50 $1,075,992 -
RMC Common Stock 80 1,879,601 41 1,146,976 $171,018
There were no category (ii) or (iv) reportable transactions during 1995.
</TABLE>
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-66032) pertaining to the Reynolds Metals Company Savings Plan
for Hourly Employees and in the related Prospectus of our report dated June
21, 1996, with respect to the financial statements and schedules of the
Reynolds Metals Company Savings Plan for Hourly Employees included in this
Annual Report (Form 11-K) for the year ended December 31, 1995.
Ernst & Young LLP
Richmond, Virginia
June 21, 1996
EXHIBIT 99.3
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-1430
A. Full title of the plan:
EMPLOYEES SAVINGS PLAN
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors........................... F-1
Statement of Net Assets Available for
Plan Benefits, with Fund Information................... F-2
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information............... F-3
Notes to Financial Statements............................ F-4
Schedules:
Assets Held for Investment Purposes...................... S-1
Reportable Transactions.................................. S-2
EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, Reynolds Metals Company, which
administers the Plan, has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
EMPLOYEES SAVINGS PLAN
By: Richard G. Holder
Richard G. Holder
Chairman and Chief Executive Officer
Reynolds Metals Company
DATE: June 26, 1996
<PAGE>
Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Reynolds Metals Company
We have audited the accompanying statements of net assets
available for plan benefits of the Employees Savings Plan as
of December 31, 1995 and 1994, and the related statement of
changes in net assets available for plan benefits for the
year ended December 31, 1995. These financial statements are
the responsibility of management of Reynolds Metals Company
(the Plan's Sponsor). 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 at December 31, 1995
and 1994, and the changes in its net assets available for
plan benefits for the year ended December 31, 1995, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The accompanying supplemental schedules of assets held for
investment purposes as of December 31, 1995 and reportable
transactions for the year ended December 31, 1995, are
presented for purposes of complying with the Department of
Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974,
and are not a required part of the basic financial
statements. The Fund Information in the statement of net
assets available for plan benefits and the statement of
changes in net assets available for plan benefits is
presented for purposes of additional analysis rather than to
present the net assets available for plan benefits and
changes in net assets available for plan benefits of each
fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in our
audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Richmond, Virginia
June 21, 1996
<PAGE>
<TABLE>
Employees Savings Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
<CAPTION>
December 31, 1995 December 31, 1994
------------------------------------------------------- ----------------------------------------------------
Fund Information Fund Information
--------------------------------------------- --------------------------------------------
Reynolds Diversified Balanced Interest Reynolds Diversified Balanced Interest
Stock Equities Investment Income Loan Stock Equities Investment Income Loan
Fund Fund Fund Fund Fund Total Fund Fund Income Fund Fund Total
------------------------------------------------------- ----------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments:
Common stock of
Reynolds Metals
Company 1,626
and 629 shares
(Cost $90 and $33) $94 $ 94 $31 $ 31
Master trust:
Diversified Equities
(cost $224
and $52) - $256 256 - $52 52
Balanced (cost
$121 and $27) - - $125 125 - - $26 26
Interest Income - - - $3,544 3,544 - - - $1,424 1,424
Loans to participants - - - - $71 71 - - - $53 53
------------------------------------------------------- ----------------------------------------------------
Total investments 94 256 125 3,544 71 4,090 31 52 26 1,424 53 1,586
Contributions receivable 3 3 3 22 - 31 - - - 2 - 2
------------------------------------------------------- ----------------------------------------------------
Total assets 97 259 128 3,566 71 4,121 31 52 26 1,426 53 1,588
Interfund receivable
(payable) (11) 2 (2) 11 - - - 2 - (2) - -
------------------------------------------------------- ----------------------------------------------------
Net assets available
for plan benefits $86 $261 $126 $3,577 $71 $4,121 $31 $54 $26 $1,424 $53 $1,588
======================================================= ====================================================
See accompanying notes.
/TABLE
<PAGE>
<TABLE>
Employees Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, with
Fund Information
(Dollars in Thousands)
<CAPTION>
Year ended December 31, 1995
----------------------------------------------------------------------
Fund Information
---------------------------------------------------------
Reynolds Diversified Balance Interest
Stock Equities Investment Income Loan
Fund Fund Fund Fund Fund Total
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Investment income:
Net realized and unrealized
appreciation of investments $ 9 $ 33 $ 10 $ 52
Interest and dividends 1 4 3 $ 111 $ 3 122
-------------------------------------------------------------------
10 37 13 111 3 174
-------------------------------------------------------------------
Contributions:
Employer 10 25 15 151 - 201
Employee 39 77 43 429 - 588
-------------------------------------------------------------------
49 102 58 580 - 789
-------------------------------------------------------------------
Assets transferred - - - 1,676 - 1,676
-------------------------------------------------------------------
Total Additions 59 139 71 2,367 3 2,639
-------------------------------------------------------------------
Deductions from net assets:
Withdrawals by participants 4 1 2 94 3 104
Administrative expenses - - - 2 - 2
-------------------------------------------------------------------
Total Deductions 4 1 2 96 3 106
-------------------------------------------------------------------
Interfund transfers - 69 31 (118) 18 0
Net increase 55 207 100 2,153 18 2,533
Net assets available for plan
benefits:
Beginning of year 31 54 26 1,424 53 1,588
-------------------------------------------------------------------
End of year $86 $261 $126 $3,577 $71 $4,121
===================================================================
See accompanying notes.
</TABLE>
<PAGE>
<PAGE>
Employees Savings Plan
Notes to Financial Statements
December 31, 1995
(Dollars in Thousands)
1. Significant Accounting Policies
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could
differ from those estimates.
The accounting records of the Employees Savings Plan
("Plan") are maintained on the accrual basis. All
securities transactions are recorded as of the trade date.
Investments in Reynolds Metals Company Stock (stated at fair
value) are valued at the last reported sales price on the
last business day of the year. Investments in mutual funds
are measured by quoted market prices and are reported at
aggregate fair value at year-end. Investment contracts with
insurance companies are reported at "contract value", which
equals cost plus accrued income. Structured investment
contracts are reported at fair value, which in the case of
structured investment contracts equals contract value.
Certain amounts in the 1994 financial statements have been
reclassified to conform to the 1995 presentation.
2. Summary of Significant Plan Provisions
Reynolds Metals Company ("the Company") established the Plan
effective January 1, 1990, covering all eligible employees
of the Company and designated subsidiaries (each an
"Employer") who elect to contribute. The Plan is a defined
contribution plan under the Employee Retirement Income
Security Act of 1974 ("ERISA") and qualifies as a "cash or
deferred" arrangement under Section 401(k) of the Internal
Revenue Code. A complete description of the Plan is
contained in the Summary Plan Description and in the Plan
document, copies of which are available from the Company.
A participant may elect to make voluntary payroll
contributions to the Plan in specified amounts ranging from
2% to 12% of compensation in 1% increments. Prior to July
1, 1994, participant contributions could only be made on a
before tax basis. Effective July 1, 1994, participants may
elect to make contributions on a before or after tax basis.
Plan participation is voluntary and is available to eligible
employees upon the later of (a) the date on which they
complete their probationary period for purposes of the Plan,
or (b) the date at which their Employer adopts the Plan.
<PAGE>
<PAGE>
Employees Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
Highly compensated participants may be required to reduce
the amount of "pretax" contributions in order to permit the
Plan to satisfy the nondiscrimination requirements of
Section 401(k) of the Internal Revenue Code.
At certain locations, the Employer matches 50% of the
participant's contribution, up to 6% of compensation, as
defined in the Plan document.
Effective July 1, 1994, participants may choose from four
investment funds, including a Company Stock fund. Prior to
July 1, 1994, the only investment option was the Interest
Income Fund.
As of December 31, 1995, if participants are eligible to receive
a profit sharing award, gainsharing payment or other designated
type of lump sum payment, they may elect to contribute between
10% and 50% of the award and/or payment (in 10% increments) to the
Plan. Such contributions are not eligible for Employer match.
The Employer's matching contributions are 100% vested upon
death, retirement, disability or completion of 3 years of
service. Employer contributions are forfeited if a
participant terminates employment prior to the full vesting
period. Amounts forfeited are used to reduce Employer
contributions. Employee contributions are fully vested
immediately.
Withdrawals and distributions are handled in accordance with
the Plan provisions and are subject to certain regulatory
restrictions. The trustee holds all of the Plan's
investment assets and executes transactions therein.
Although it has not expressed an intent to do so, the
Company has the right under the Plan document to discontinue
contributions and to terminate the Plan subject to the
provisions of ERISA. In the event of Plan termination, all
Employer contributions would become fully vested.
The Company is responsible for all administrative duties
related to the Plan and bears the related costs, except for
investment-related and trustee fees which are paid by the
Plan.
<PAGE>
<PAGE>
Employees Savings Plan
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments
All of the assets held in the Interest Income Fund,
Diversified Equities Fund and Balanced Investment Fund as of
December 31, 1995 and 1994 were held in a Master Trust
established under a Master Trust Agreement dated as of
December 29, 1989 between Reynolds Metals Company and The Chase
Manhattan Bank, N.A., as trustee, and are commingled with
the assets of three other savings plans of the Company and
certain of its subsidiaries.
Substantially all the assets held in the Balanced Investment
Fund and the Diversified Equities Fund were invested in the
Vanguard STAR Fund and the Vanguard Institutional Index
Fund, respectively, no-load mutual funds held and managed by
the Vanguard Group of Investment Companies. The portion of
the commingled Diversified Equities Fund and commingled
Balanced Investment Fund allocable to the Plan were 3.4% and
2.2%, respectively, at December 31, 1995 and 2.2% and 0.9%,
respectively, at December 31, 1994.
The assets of the Interest Income Fund generally are
invested in guaranteed investment contracts ("GICs") at a
fixed rate of return and structured investment contracts
("SICs") with various insurance companies and banks. These
contracts generally provide for the full repayment of
principal and interest. SIC's represent high grade
investments held in the name of the Master Trust in
conjunction with a corresponding contract with the issuer of
the SIC to provide a fixed or variable rate of return (based
on investment experience and reset quarterly) on the cost of
the investment. Upon the occurrence of certain events (none
of which are currently known to have occurred, nor are any
such events contemplated), however, market value of the GIC
or SIC, if lower than book value, may be repaid. The annual
rate of return on these contracts during 1995 and 1994 was
approximately 7%. The rate of return on these contracts at
December 31, 1995 was 6.4% (7% at December 31, 1994).
Interest is credited to participants' accounts on the dollar-
weighted average (blended rate) basis. The fair value of
the Plan's GICs approximates contract value.
On December 31, 1995, certain assets of another savings plan
of the Company were transferred into the Plan. There was no
effect on any participant's accounts as a result of the
transfer.
<PAGE>
<PAGE>
Employees Savings Plan
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
The portion of the commingled Interest Income Fund allocable
to the Plan is 2.9% and 1.3% at December 31, 1995 and 1994,
respectively.
Summarized financial fund information of the commingled
accounts within the Master Trust is presented below:
<PAGE>
<TABLE>
<CAPTION>
December 31, 1995 December 31, 1994
------------------------------------ ------------------------------------
Diversified Balanced Interest Diversified Balanced Interest
Equities Investment Income Equities Investment Income
Fund Fund Fund Fund Fund Fund
------------------------------------ ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
MASTER TRUST NET ASSETS
Assets
Cash and cash equivalents $ 23,907 $ 8,654
Contributions receivable $ 510 $ 112 448 $ 9 $ 8 286
Investments:
Investment contracts - - 101,160 - - 98,062
Mutual funds 7,572 5,547 - 2,375 2,893 -
------------------------------------ ------------------------------------
Total assets 8,082 5,659 125,515 2,384 2,901 107,002
------------------------------------ ------------------------------------
Liabilities
Accounts payable - - 480 - 36 55
------------------------------------ ------------------------------------
Master Trust net assets $8,082 $5,659 $125,035 $2,384 $2,865 $106,947
==================================== ====================================
CHANGES IN MASTER TRUST NET ASSETS
Additions:
Contributions from plans $1,022 $ 783 $ 21,800
Net realized and unrealized appreciation
of investments 1,156 765 -
Interest and dividends 126 182 7,868
Assets transferred into Master Trust 162 - 890
----------------------------------
2,466 1,730 30,558
----------------------------------
Deductions:
Distributions to plans 114 143 6,865
Administrative expenses 2 3 138
116 146 7,003
Interfund transfers-net 3,348 1,210 (5,467)
-----------------------------------
Net additions 5,698 2,794 18,088
----------------------------------
Master Trust net assets
at beginning of period 2,384 2,865 106,947
----------------------------------
Master Trust net assets
at end of period $8,082 $5,659 $125,035
==================================
</TABLE>
<PAGE>
<PAGE>
Employees Savings Plan
Notes to Financial Statements (continued)
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available
for benefits per the financial statements to the Form 5500:
December 31,
1995 1994
----------------------
Net assets available for benefits per
the financial statements $4,121 $1,588
Amounts allocated to withdrawn participants 41 27
----------------------
Net assets available for benefits per
the Form 5500 $4,080 $1,561
======================
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Year Ended
December 31,
1995
--------------
Benefits paid to participants per the
financial statements $104
Add: Amounts allocated on Form 5500 to
withdrawn participants in the current year 41
Less: Amounts allocated on Form 5500 to
withdrawn participants in the prior year (27)
--------------
Benefits paid to participants per the Form 5500 $118
==============
5. Income Taxes
The Internal Revenue Service has determined that the Plan
qualifies under Section 401(a) of the Internal Revenue Code
(the "Code"). As long as the Plan continues to be qualified,
under present Federal income tax laws and regulations
participants will not be taxed on employer contributions or
investment earnings allocated to their account.
Participants will normally be subject to tax thereon at such
time as they receive distributions from the Plan. As long
as the Plan continues to be qualified, the Plan will not be
taxed on its dividend and interest income or on any capital
gains realized by it or any unrealized appreciation of
investments.
<PAGE>
<PAGE>
Schedules
<PAGE>
<PAGE>
Reynolds Metals Company
Employees Savings Plan
Schedule of Assets Held for Investment Purposes
December 31, 1995
(Dollars in Thousands)
Fair
Issuer Description Cost Value
- ---------------------------------------------------------------------------
Common Stock
Reynolds Metals Company* 1,626 shares $90 $94
Loans Generally
Loans to participants* repayable in 5 71 71
years, prime rate
plus 1%
*Indicates party-in-interest to the Plan.
<PAGE>
Reynolds Metals Company
Employees Savings Plan
Schedule of Reportable Transactions
Year ended December 31, 1995
Category (i) - Individual Transactions in Excess of 5% of Plan Assets
- -------------------------------------------------------------------------------
Number of Net Gain
Description of Assets Shares Transaction Cost Proceeds (Loss)
- -------------------------------------------------------------------------------
Chase BK Domestic Liquidity 5,617.60 Purchase $5,618
Chase BK Domestic Liquidity 2,122.23 Sale 2,122 $ 2,122 $ 0
Chase BK Domestic Liquidity 4,282.37 Sale 4,282 4,282 0
Chase BK Domestic Liquidity 7,631.99 Purchase 7,632
Chase BK Domestic Liquidity 6,775.00 Sale 6,775 6,775 0
Chase BK Domestic Liquidity 1,870.46 Purchase 1,870
Chase BK Domestic Liquidity 2,440.26 Sale 2,440 2,440 0
Chase BK Domestic Liquidity 1,551.51 Purchase 1,552
Chase BK Domestic Liquidity 2,291.26 Sale 2,291 2,291 0
Chase BK Domestic Liquidity 5,001.00 Purchase 5,001
Chase BK Domestic Liquidity 4,663.60 Sale 4,664 4,664 0
Chase BK Domestic Liquidity 1,642.32 Purchase 1,642
Chase BK Domestic Liquidity 1,920.00 Purchase 1,920
Chase BK Domestic Liquidity 1,586.55 Sale 1,587 1,587 0
Chase BK Domestic Liquidity 3,514.56 Purchase 3,515
Chase BK Domestic Liquidity 3,490.20 Sale 3,490 3,490 0
Chase BK Domestic Liquidity 3,514.56 Purchase 3,515
Chase BK Domestic Liquidity 1,980.21 Sale 1,980 1,980 0
Chase BK Domestic Liquidity 1,983.67 Sale 1,984 1,984 0
Chase BK Domestic Liquidity 1,603.53 Purchase 1,604
Chase BK Domestic Liquidity 3,159.64 Purchase 3,160
Chase BK Domestic Liquidity 14,800.39 Purchase 14,800
Chase BK Domestic Liquidity 20,088.98 Sale 20,089 20,089 0
Chase BK Domestic Liquidity 1,970.61 Sale 1,971 1,971 0
RMC Common Stock 86.00 Purchase 4,282
RMC Common Stock 42.00 Sale 2,084 2,098 14
RMC Common Stock 42.00 Purchase 2,098
RMC Common Stock 125.00 Purchase 6,775
RMC Common Stock 130.00 Sale 6,761 8,103 1,342
<PAGE>
<PAGE>
Reynolds Metals Company
Employees Savings Plan
Schedule of Reportable Transactions (continued)
Category (i) - Individual Transactions in Excess of 5% of Plan Assets
(continued)
- ------------------------------------------------------------------------------
Number of Net Gain
Description of Assets Shares Transaction Cost Proceeds (Loss)
- ------------------------------------------------------------------------------
RMC Common Stock 123.00 Sale 6,132 7,714 1,582
RMC Common Stock 123.00 Purchase 7,714
RMC Common Stock 40.00 Purchase 2,440
RMC Common Stock 39.00 Purchase 2,291
RMC Common Stock 80.00 Purchase 4,664
RMC Common Stock 32.00 Purchase 1,587
RMC Common Stock 95.00 Purchase 4,963
RMC Common Stock 38.00 Purchase 1,989
RMC Common Stock 38.00 Purchase 1,984
RMC Common Stock 34.00 Purchase 1,971
RMC Common Stock 172.00 Sale 8,620 9,938 1,318
RMC Common Stock 172.00 Purchase 9,938
RMC Common Stock 375.00 Sale 20,723 20,881 158
RMC Common Stock 377.00 Purchase 20,940
RMC Common Stock 36.00 Purchase 1,971
Category (iii) - Series of Transactions in Excess of 5% of Plan Assets
- ------------------------------------------------------------------------------
Number of Number of Net Gain
Description of Assets Purchases Cost Sales Proceeds (Loss)
- ------------------------------------------------------------------------------
Chase Bk Domestic Liquidity 72 $ 79,709 48 $78,857 0
RMC Common Stock 58 103,575 16 50,872 4,617
________
There were no category (ii) or (iv) reportable transactions during 1995.
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit A Consent of Independent Auditors
<PAGE>
<PAGE>
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-53847) pertaining to the Employees
Savings Plan of Reynolds Metals Company and in the related
Prospectus of our report dated June 21, 1996, with respect to the
financial statements and schedules of the Employees Savings Plan
included in this Annual Report (Form 11-K) for the year ended
December 31, 1995.
Ernst & Young LLP
Richmond, Virginia
June 21, 1996
