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, 1996
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
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,
1996, 1995 and 1994.
Consolidated balance sheet - December 31,
1996 and 1995.
Consolidated statement of cash flows -
Years ended December 31, 1996, 1995 and 1994.
Notes to consolidated financial statements.
Report of Ernst & Young LLP, Independent Auditors.
(2) Financial Statement Schedules
This report omits all schedules for which provision is
made in the applicable accounting regulations of the
Securities and Exchange Commission because they are not
required, are inapplicable or the required information
has otherwise been given.
This report omits individual financial statements of
Reynolds Metals Company 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, 1996.
This report omits financial statements of all
associated companies (20% to 50% owned) because no
associated company is individually significant.
(3) Exhibits
EXHIBIT 2 - None
** EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended
** EXHIBIT 3.2 - By-Laws, as amended
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))
_______________________
* Incorporated by reference.
** Previously filed.
* 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. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.13)
* EXHIBIT 4.14 - By-Laws of REYCAN, as amended. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.14)
* EXHIBIT 4.15 - Articles of Incorporation of Societe Canadienne
de Metaux Reynolds, Ltee/Canadian
Reynolds Metals Company, Ltd. ("CRM"),
as amended. (File No. 1-1430, 1995 Form
10-K Report, EXHIBIT 4.15)
* EXHIBIT 4.16 - By-Laws of CRM, as amended. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.16)
_______________________
* Incorporated by reference.
* 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. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.18)
* 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 1987 Nonqualified Stock
Option Plan. (Registration Statement
No. 33-13822 on Form S-8, dated April
28, 1987, EXHIBIT 28.1)
=* EXHIBIT 10.2 - 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 10.3 - 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 10.4 - 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 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form
10-K Report, EXHIBIT 10.8)
=* EXHIBIT 10.6 - Financial Counseling Assistance Plan for Officers.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.11)
=* EXHIBIT 10.7 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
=* EXHIBIT 10.8 - 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 10.9 - Form of Indemnification Agreement for Directors
and Officers. (File No. 1-1430, Form 8-
K Report dated April 29, 1987, EXHIBIT
28.3)
____________________________
* 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.
=* EXHIBIT 10.10 - Form of Executive Severance Agreement between
Reynolds Metals Company and key
executive personnel, including each of
the individuals (other than Donna C.
Dabney) listed in Item 4A of this
report. (File No. 1-1430, 1987 Form 10-
K Report, EXHIBIT 10.18)
=* EXHIBIT 10.11 - 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 10.12 - 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 10.13 - 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 10.14 - 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 10.15 - 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 10.16 - 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 10.17 - 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 10.18 - 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 10.19 - 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)
____________________________
* 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.
=* EXHIBIT 10.20 - 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 10.21 - 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 10.22 - 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 10.23 - 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 10.24 - 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 10.25 - 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 10.26 - 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 10.27 - 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 10.28 - 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 10.29 - 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 10.30 - 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)
____________________________
* 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.
=* EXHIBIT 10.31 - 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 10.32 - Reynolds Metals Company 1996 Nonqualified Stock
Option Plan. (Registration Statement
No. 333-03947 on Form S-8, dated May 17,
1996, EXHIBIT 4.6)
=* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
January 1, 1993. (Registration
Statement No. 333-03947 on Form S-8,
dated May 17, 1996, EXHIBIT 99)
=* EXHIBIT 10.34 - Form of Stock Option Agreement, as approved May
17, 1996 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1996, EXHIBIT
10.41)
=* EXHIBIT 10.35 - Form of Three Party Stock Option Agreement, as
approved May 17, 1996 by the
Compensation Committee of the Company's
Board of Directors. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1996, EXHIBIT 10.42)
=* EXHIBIT 10.36 - Stock Option Agreement dated August 30, 1996
between Reynolds Metals Company and
Jeremiah J. Sheehan. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1996, EXHIBIT 10.43)
=* EXHIBIT 10.37 - Amendment to Deferred Compensation Plan for
Outside Directors effective August 15,
1996. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September
30, 1996, EXHIBIT 10.44)
= EXHIBIT 10.38 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1996
= EXHIBIT 10.39 - Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1996
= EXHIBIT 10.40 - Reynolds Metals Company Supplemental Incentive
Plan
= EXHIBIT 10.41 - Reynolds Metals Company Stock Plan for Outside
Directors
= EXHIBIT 10.42 - Special Executive Severance Package for Certain
Employees who Terminate Employment
between January 1, 1997 and June 30,
1998, as approved by the Compensation
Committee of the Company's Board of
Directors on January 17, 1997
____________________________
* 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.
= EXHIBIT 10.43 - Special Award Program for Certain Executives or
Key Employees, as approved by the
Compensation Committee of the Company's
Board of Directors on January 17, 1997
** 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 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, 1996
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for Hourly
Employees Annual Report on Form 11-K for
the Fiscal Year Ended December 31, 1996
EXHIBIT 99.3 - Employees Savings Plan Annual Report on Form 11-K
for the Fiscal Year Ended December 31,
1996
____________________________
= Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
** 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
During the fourth quarter of 1996, the
Registrant filed with the Commission a Current Report on Form
8-K dated December 2, 1996 reporting under Item 5 that it
would redeem on December 31, 1996 all of its outstanding 7%
PRIDES(SM), Convertible Preferred Stock, stated value $47.25
per share.
_______________________
(SM) "PRIDES" is a service mark of Merrill Lynch & Co., Inc.
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 24, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K
For the fiscal year ended December 31, 1996
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
** EXHIBIT 3.2 - By-Laws, as amended
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)
* 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)
_______________________
* Incorporated by reference.
** Previously filed.
* 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. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.13)
* EXHIBIT 4.14 - By-Laws of REYCAN, as amended. (File No. 1-
1430, 1995 Form 10-K Report, EXHIBIT
4.14)
* EXHIBIT 4.15 - Articles
of Incorporation of Societe Canadienne
de Metaux Reynolds, Ltee/Canadian
Reynolds Metals Company, Ltd. ("CRM"),
as amended. (File No. 1-1430, 1995 Form
10-K Report, EXHIBIT 4.15)
* EXHIBIT 4.16 - By-Laws of CRM, as amended. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.16)
* 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. (File No. 1-1430,
1995 Form 10-K Report, EXHIBIT 4.18)
* 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.
=* EXHIBIT 10.1 - 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 10.2 - 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 10.3 - 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 10.4 - 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 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 1-1430, 1986 Form
10-K Report, EXHIBIT 10.8)
=* EXHIBIT 10.6 - Financial Counseling Assistance Plan for Officers.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.11)
=* EXHIBIT 10.7 - Management Incentive Deferral Plan.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.12)
=* EXHIBIT 10.8 - 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 10.9 - Form of Indemnification Agreement for Directors
and Officers. (File No. 1-1430, Form 8-
K Report dated April 29, 1987, EXHIBIT
28.3)
=* EXHIBIT 10.10 - Form of Executive Severance Agreement between
Reynolds Metals Company and key
executive personnel, including each of
the individuals (other than Donna C.
Dabney) listed in Item 4A of this
report. (File No. 1-1430, 1987 Form 10-
K Report, EXHIBIT 10.18)
=* EXHIBIT 10.11 - 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 10.12 - 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 10.13 - 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)
____________________________
* 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.
=* EXHIBIT 10.14 - 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 10.15 - 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 10.16 - 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 10.17 - 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 10.18 - 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 10.19 - 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 10.20 - 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 10.21 - 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 10.22 - 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 10.23 - 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 10.24 - 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)
____________________________
* 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.
=* EXHIBIT 10.25 - 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 10.26 - 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 10.27 - 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 10.28 - 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 10.29 - 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 10.30 - 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 10.31 - 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 10.32 - Reynolds Metals Company 1996 Nonqualified Stock
Option Plan. (Registration Statement
No. 333-03947 on Form S-8, dated May 17,
1996, EXHIBIT 4.6)
=* EXHIBIT 10.33 - Amendment to Reynolds Metals Company 1992
Nonqualified Stock Option Plan effective
January 1, 1993. (Registration
Statement No. 333-03947 on Form S-8,
dated May 17, 1996, EXHIBIT 99)
=* EXHIBIT 10.34 - Form of Stock Option Agreement, as approved May
17, 1996 by the Compensation Committee
of the Company's Board of Directors.
(File No. 1-1430, Form 10-Q Report for
the Quarter Ended June 30, 1996, EXHIBIT
10.41)
=* EXHIBIT 10.35 - Form of Three Party Stock Option Agreement, as
approved May 17, 1996 by the
Compensation Committee of the Company's
Board of Directors. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
June 30, 1996, EXHIBIT 10.42)
=* EXHIBIT 10.36 - Stock Option Agreement dated August 30, 1996
between Reynolds Metals Company and
Jeremiah J. Sheehan. (File No. 1-1430,
Form 10-Q Report for the Quarter Ended
September 30, 1996, EXHIBIT 10.43)
____________________________
* 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.
=* EXHIBIT 10.37 - Amendment to Deferred Compensation Plan for
Outside Directors effective August 15,
1996. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended September
30, 1996, EXHIBIT 10.44)
= EXHIBIT 10.38 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1996
= EXHIBIT 10.39 - Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1996
= EXHIBIT 10.40 - Reynolds Metals Company Supplemental Incentive
Plan
= EXHIBIT 10.41 - Reynolds Metals Company Stock Plan for Outside
Directors
= EXHIBIT 10.42 - Special Executive Severance Package for Certain
Employees who Terminate Employment
between January 1, 1997 and June 30,
1998, as approved by the Compensation
Committee of the Company's Board of
Directors on January 17, 1997
= EXHIBIT 10.43 - Special Award Program for Certain Executives or
Key Employees, as approved by the
Compensation Committee of the Company's
Board of Directors on January 17, 1997
** 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 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, 1996
EXHIBIT 99.2 - Reynolds Metals Company Savings Plan for Hourly
Employees Annual Report on Form 11-K for
the Fiscal Year Ended December 31, 1996
____________________________
* 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.
EXHIBIT 99.3 - Employees Savings Plan Annual Report on Form 11-K
for the Fiscal Year Ended December 31, 1996
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, 1996
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
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors........................... F-1
Audited Financial Statements
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
EXHIBITS
Exhibit A Consent of Independent Auditors
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 24, 1997
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, 1996 and 1995, and the related statement of
changes in net assets available for plan benefits for the
year ended December 31, 1996. These financial statements
are the responsibility of the 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, 1996
and 1995, and the changes in its net assets available for
plan benefits for the year ended December 31, 1996, 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 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 Fund
Information has been subjected to the auditing procedures
applied in our audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Richmond, Virginia
June 19, 1997
<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, 1996
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------
Non-
Participant
Participant Directed Directed
-----------------------------------------------------------------------------------
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization 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
Investment in Master Trust $55,482 $71,995 $27,906 $98,504 $7,401 $15,271 $11,327 $103,780 $391,666
Accrued income 340 - - - - - - 637 977
Contributions receivable 107 202 177 137 39 95 - 146 903
Receivable from Executive Life
Insurance Company - - - 2,565 - - - - 2,565
---------------------------------------------------------------------------------------------
Total assets 55,929 72,197 28,083 101,206 7,440 15,366 11,327 104,563 396,111
Liabilities
Payable to Reynolds Metals Company - - - 2,565 - - - - 2,565
---------------------------------------------------------------------------------------------
Net assets available for plan benefits $55,929 $72,197 $28,083 $98,641 $7,440 $15,366 $11,327 $104,563 $393,546
=============================================================================================
See accompanying notes.
</TABLE>
<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
-----------------------------------------------------------------------------------
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization 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 $55,667 $99,612 $155,279
Mutual funds:
Diversified Equities - $51,994 - 51,994
Balanced - - $20,230 - 20,230
International Equities - - - $2,680 - 2,680
Small Capitalization - - - - $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
---------------------------------------------------------------------------------------------
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>
<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)
Year Ended December 31, 1996
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------
Non-
Participant
Participant Directed Directed
-----------------------------------------------------------------------------------
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization 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:
Net Investment gain from
Master Trust $ 2,519 $12,900 $ 3,663 $ 5,682 $ 701 $ 2,347 $ 946 $ 2,301 $ 31,059
(Note 3):
Contributions:
Employer - - - - - - - 7,260 7,260
Employee 4,401 6,125 3,414 5,707 998 1,971 - - 22,616
---------------------------------------------------------------------------------------------
4,401 6,125 3,414 5,707 998 1,971 - 7,260 29,876
Assets transferred from
other plans 92 184 129 2,166 27 29 28 - 2,655
---------------------------------------------------------------------------------------------
Total Additions 7,012 19,209 7,206 13,555 1,726 4,347 974 9,561 63,590
Deductions from net assets:
Withdrawals by participants 1,991 2,568 1,056 5,416 148 272 332 4,689 16,472
Administrative expenses - - - 22 - - - - 22
---------------------------------------------------------------------------------------------
Total Deductions 1,991 2,568 1,056 5,438 148 272 332 4,689 16,494
Interfund transfers (5,879) 3,282 1,591 (4,892) 3,091 4,602 83 (1,878) -
---------------------------------------------------------------------------------------------
Net increase (decrease) (858) 19,923 7,741 3,225 4,669 8,677 725 2,994 47,096
Net assets available for plan benefits:
Beginning of year 56,787 52,274 20,342 95,416 2,771 6,689 10,602 101,569 346,450
---------------------------------------------------------------------------------------------
End of year $55,929 $72,197 $28,083 $98,641 $7,440 $15,366 $11,327 $104,563 $393,546
=============================================================================================
See accompanying notes.
</TABLE>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements
(Dollars in Thousands)
December 31, 1996
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. Guaranteed 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.
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions
Reynolds Metals Company (the "Company") established the Plan
effective July 1, 1978, covering salaried employees of the
Company and certain of its subsidiaries and affiliates. 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.
Plan participation is available to eligible employees who
have completed 30 days of service and is voluntary. Prior
to January 1, 1997, a participant was entitled to make
payroll contributions to the Plan in specified amounts
ranging from 1% to 12% of compensation in 1% increments. On
January 1, 1997, the maximum amount that a participant is
entitled to contribute increased to 16% of compensation.
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
The Company contributes an amount equal to 50% of each
participating employee's payroll contributions up to 6% of
compensation. The Company may also contribute up to an
additional 50% of each participating employee's payroll
contributions up to 6% of compensation. The Company did not
elect to make an additional matching contribution for 1996
or 1995.
Eligible employees who received a cash award under the
Reynolds Metals Company Profit Sharing Program for Salaried
Employees or a gainsharing payment during 1996 were allowed
to contribute between 10% and 50% of any such award (in 10%
increments) to the Plan. Participants may contribute 1% to
16% (in 1% increments) of any profit sharing award or
gainsharing payment received after January 1, 1997. Such
contributions are not matched by the Company.
Participants may elect to make their contributions on a
before or after tax basis or a combination thereof. Company
matching contributions are made on a "pretax" basis. Highly
compensated participants may be required to reduce the
amount of "pretax" contributions made to or held by the Plan
on their behalf to permit the Plan to satisfy the
nondiscrimination requirements of Section 401(k) of the
Internal Revenue Code.
Participants in the Plan are fully vested in their account
balances. 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.
The Company is the Plan adminstrator and bears the related
costs, except for investment-related and trustee fees, which
are paid by the Plan.
3. Commingled Master Trust Investments
As of January 1, 1996, all of the assets of the Plan were
transferred into a Master Trust under a Master Trust
Agreement between Reynolds Metals Company and The Northern
Trust Company, as trustee, and are commingled with the
assets of three other savings plans of the Company and one
of its subsidiaries. All the investments of the Plan were
held in the Master Trust as of December 31, 1996.
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
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.
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. SICs
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. GICs and SICs
generally provide for the full repayment of principal and
interest. Upon the occurrence of certain events (including
layoffs by the Company or its applicable affiliates),
however, market value of the GIC or SIC, if lower than its
book value, may be repaid (a "Market Value Adjustment").
Currently, in the opinion of the Company, the likelihood of
a material loss to the Plan as a result of such a Market
Value Adjustment is remote. Interest is credited to
participants' accounts on the dollar-weighted average
(blended rate) basis. The annual rate of return on these
contracts during 1996 and 1995 was approximately 6.4% and
6.8%, respectively. The current yield on December 31, 1996
was 6.4% (6.8% on December 31, 1995). 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, 1996, 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, 1996, the Plan has repaid $9,770 of the
advanced amounts and has outstanding advances of $2,565.
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
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.
As of May 31, 1997, the Plan had received payments totaling
$6,146 from Confederation Life with respect to the frozen
contract amount. These payments were allocated pro rata
among the accounts of participants who were invested in the
Plan's Interest Income Fund on August 11, 1994, based on
their percentage interest in the Confederation Life
contract.
Summarized financial fund information of the commingled
accounts within the Master Trust is presented below:
<TABLE>
<CAPTION>
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER TRUST NET
ASSETS-1996
Assets
Accrued income $ 997 $ 997
Cash and cash equivalents 2,213 $ 48 $ 3 $17,070 $ 4 $ 3 - 19,341
Contributions receivable 259 209 183 143 56 166 - 1,016
Investments:
Common stock 160,346 - - - - - 160,346
Investment contracts - - - 220,145 - - 220,145
Mutual funds - 88,863 36,576 - 8,640 19,993 154,072
Loans to participants - - - - - - $19,326 19,326
-----------------------------------------------------------------------------------------
Total assets 163,815 89,120 36,762 237,358 8,700 20,162 19,326 575,243
Liabilities
Accounts payable 1 - - 12 - - - 13
-----------------------------------------------------------------------------------------
Master Trust net assets $163,814 $89,120 $36,762 $237,346 $8,700 $20,162 $19,326 $575,230
Portion of Master Trust
allocable to the Plan $160,492 $72,197 $28,083 $ 98,641 $7,440 $15,366 $11,327 $393,546
Percent 98% 81% 76% 42% 86% 76% 59% 68%
</TABLE>
<TABLE>
<CAPTION>
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHANGES IN MASTER TRUST
ASSETS -1996
Additions:
Contributions from plans $ 12,532 $ 9,542 $ 5,183 $ 31,537 $1,255 $ 2,654 - $ 62,703
Net realized and unrealized
appreciation (depreciation)
of investments 893 13,648 3,493 - 593 1,973 20,600
Interest and dividends 4,022 1,636 1,203 13,662 172 754 $1,451 22,900
Assets transferred into
Master Trust 160,852 52,275 20,342 95,414 2,771 6,689 15,543 353,886
------------------------------------------------------------------------------------------
178,299 77,101 30,221 140,613 4,791 12,070 16,994 460,089
Deductions:
Distributions to plans 6,753 2,885 1,246 11,722 165 301 514 23,586
Administrative expenses - - - 49 - - - 49
------------------------------------------------------------------------------------------
6,753 2,885 1,246 11,771 165 301 514 23,635
Interfund transfers-net (7,732) 6,822 2,128 (16,531) 4,074 8,393 2,846 -
------------------------------------------------------------------------------------------
Net additions 163,814 81,038 31,103 112,311 8,700 20,162 19,326 436,454
Master Trust net assets at
beginning of period - 8,082 5,659 125,035 - - - 138,776
------------------------------------------------------------------------------------------
Master Trust net assets
at end of period $163,814 $89,120 $36,762 $237,346 $8,700 $20,162 $19,326 $575,230
==========================================================================================
</TABLE>
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,
1996 1995
------------------------
Net assets available for benefits per the
financial statements $393,546 $346,450
Amounts allocated to withdrawn participants 329 280
------------------------
Net assets available for benefits per the
Form 5500 $393,217 $346,170
========================
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,
1996
------------
Benefits paid to participants per the
financial statements $16,472
Add: Amounts allocated on Form 5500 to
withdrawn participants in the current year 329
Less: Amounts allocated on Form 5500 to
withdrawn participants in the prior year (280)
------------
Benefits paid to participants per the Form 5500 $16,521
============
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.
INDEX TO EXHIBITS
Exhibit A Consent of Independent Auditors
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 19, 1997,
with respect to the financial statements 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, 1996.
Ernst & Young LLP
Richmond, Virginia
June 19, 1997
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, 1996
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
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors........................... F-1
Audited Financial Statements
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
EXHIBITS
Exhibit A Consent of Independent Auditors
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 24, 1997
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, 1996
and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended December 31,
1996. These financial statements are the responsibility of
the 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, 1996
and 1995, and the changes in its net assets available for
plan benefits for the year ended December 31, 1996, 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 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 Fund
Information has been subjected to the auditing procedures
applied in our audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Richmond, Virginia
June 19, 1997
<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, 1996
------------------------------------------------------------------------------------------------
Fund Information
---------------------------------------------------------------------------------------
Reynolds Diversified Balanced Interest Small
Stock Equities Investment Income International Capitalization Loan
Fund Fund Fund Fund Equities Fund Equities Fund Fund Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Master Trust $3,061 $16,274 $8,334 $134,757 $1,189 $4,644 $7,744 $176,003
Accrued income 19 - - - - - - 19
------------------------------------------------------------------------------------------------
Total assets 3,080 16,274 8,334 134,757 1,189 4,644 7,744 176,022
------------------------------------------------------------------------------------------------
Liabilities
Accounts payable and other 1 - - 12 - - - 13
------------------------------------------------------------------------------------------------
Total liabilities 1 - - 12 - - - 13
------------------------------------------------------------------------------------------------
Net assets available for
plan benefits $3,079 $16,274 $8,334 $134,745 $1,189 $4,644 $7,744 $176,009
================================================================================================
See accompanying notes.
</TABLE>
<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 $2,463 - - - - $ 2,463
Master trust:
Diversified Equities - $7,317 - - - 7,317
Balanced - - $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>
<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, 1996
------------------------------------------------------------------------------------------------
Fund Information
---------------------------------------------------------------------------------------
Reynolds Diversified Balanced Interest Small
Stock Equities Investment Income International Capitalization Loan
Fund Fund Fund Fund Equities Fund Equities Fund Fund Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Net investment gain
(loss) from Master
Trust (Note 3): $ 88 $2,285 $998 $7,752 $ 61 $ 366 $ 494 $12,044
Contributions:
Employer 240 953 467 10,050 76 210 - 11,996
Employee 506 2,055 1,128 14,978 160 414 - 19,241
------------------------------------------------------------------------------------------------
746 3,008 1,595 25,028 236 624 - 31,237
------------------------------------------------------------------------------------------------
Total Additions 834 5,293 2,593 32,780 297 990 494 43,281
Deductions from net assets:
Withdrawals by participants 60 301 177 6,071 17 29 151 6,806
Assets transferred to other plans 74 144 115 2,085 18 13 8 2,457
Administrative expenses - - - 26 - - - 26
------------------------------------------------------------------------------------------------
Total Deductions 134 445 292 8,182 35 42 159 9,289
Interfund transfers (30) 3,604 500 (11,236) 927 3,696 2,539 -
------------------------------------------------------------------------------------------------
Net increase 670 8,452 2,801 13,362 1,189 4,644 2,874 33,992
Net assets available for
plan benefits:
Beginning of year 2,409 7,822 5,533 121,383 - - 4,870 142,017
------------------------------------------------------------------------------------------------
End of year $3,079 $16,274 $8,334 $134,745 $1,189 $4,644 $7,744 $176,009
================================================================================================
See accompanying notes.
</TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements
December 31, 1996
(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. Guaranteed 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 of the
Company and certain of its subsidiaries (each an "Employer")
who are in a bargaining unit covered by a labor agreement
that incorporates the Plan by reference. 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 will become eligible to participate
in the Plan on the later of (a) 30 days after
beginning their employment with an Employer or (b) the
date on which the collective bargaining agreement under
which they are covered first incorporates the Plan by
reference. Plan participation is voluntary.
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
Each collective bargaining agreement that incorporates the
Plan by reference provides that participants may elect to
make payroll contributions to the Plan in specified amounts
ranging from 1% to 12% of compensation in 1% increments.
Each such collective bargaining agreement may also provide
for the following types of contributions:
(a) Company Matching Contributions: At certain bargaining
units, the applicable Employer will, subject to certain
limitations, contribute to the Plan on behalf of each
eligible participant, a fixed percentage of a portion
of the payroll contributions by the participant.
(b) Negotiated Deferral Contributions: At certain
bargaining units, the applicable Employer will
make a contribution to a participant's account based on
the number of hours worked by each active employee
participating in the Plan.
(c) Additional Voluntary Contributions:
Eligible employees who receive a profit sharing
award, gainsharing payment or other designated type of
lump sum payment may contribute between 10%
and 50% of the award and/or payment (in 10%
increments) to the Plan. Such contributions are not
matched by the Company or any other Employer.
Participants may elect to make their contributions on a
before or after tax basis or a combination thereof.
Employer contributions (matching and negotiated deferral)
are made on a "pretax" basis. Highly compensated
participants may be required to reduce the amount of
"pretax" contributions made to or held by the Plan on their
behalf to permit the Plan to satisfy the nondiscrimination
requirements of Section 401(k) of the Internal Revenue Code.
Participants are fully vested in their account balances.
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.
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (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 investments of the Plan as of December 31, 1996
were held in a Master Trust under a Master Trust Agreement
between Reynolds Metals Company and The Northern Trust
Company, as trustee, and are commingled with the assets of
three other savings plans of the Company and one of its
subsidiaries.
All of the assets invested in the Interest Income Fund,
Diversified Equities Fund and Balanced Investment Fund as of
December 31, 1995 were held in a Master Trust established
under a Master Trust Agreement between Reynolds Metals
Company and The Chase Manhattan Bank, N.A., as trustee, and
were 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 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.
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
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.
SICs 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. GICs and SICs generally provide for the full
repayment of principal and interest. Upon the occurrence
of certain events (including layoffs by the Company or its
applicable affiliates), however, market value of the GIC or
SIC, if lower than its book value, may be repaid (a "Market
Value Adjustment"). Currently, in the opinion of the
Company, the likelihood of a material loss to the Plan as a
result of such a Market Value Adjustment is remote. The
annual rate of return on these contracts during 1996 and
1995 was 6.3% and 7.0%, respectively. The current yield on
these contracts at December 31, 1996 was 6.4% (6.4% at
December 31, 1995). 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.
During 1996 certain assets of the Plan were transferred into
other plans of the Company as a result of employee
transfers. There was no effect on any participant's
accounts as a result of the transfer.
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Summarized financial fund information of the commingled
accounts within the Master Trust is presented below:
<TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
<CAPTION>
Reynolds Diversified Balanced Interest Small
Stock Equities Investment Income International Capitalization Loan
Fund Fund Fund Fund Equities Fund Equities Fund Fund Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER TRUST
NET ASSETS-1996
Assets
Accrued Income $ 997 - - - - - - $ 997
Cash and cash equivalents 2,213 $ 48 $ 3 $17,070 $ 4 $ 3 - 19,341
Contributions receivable 259 209 183 143 56 166 - 1,016
Investments:
Common stock 160,346 - - - - - - 160,346
Investment contracts - - - 220,145 - - - 220,145
Mutual funds - 88,863 36,576 - 8,640 19,993 - 154,072
Loans to participants - - - - - - $19,326 19,326
------------------------------------------------------------------------------------------------
Total assets 163,815 89,120 36,762 237,358 8,700 20,162 19,326 575,243
Liabilities
Accounts payable 1 - - 12 - - - 13
------------------------------------------------------------------------------------------------
Master Trust net assets $163,814 $89,120 $36,762 $237,346 $8,700 $20,162 $19,326 $575,230
================================================================================================
Portion of Master Trust
allocable to the Plan $3,079 $16,274 $8,334 $134,745 $1,189 $ 4,644 $7,744 $176,009
Percent 2% 18% 23% 57% 14% 23% 40% 31%
MASTER TRUST
NET ASSETS-1995
Assets
Cash and cash equivalents - - - $ 23,907 - - - $ 23,907
Contributions receivable - $ 510 $ 112 448 - - - 1,070
Investments:
Investment contracts - - - 101,160 - - - 101,160
Mutual funds - 7,572 5,547 - - - - 13,119
------------------------------------------------------------------------------------------------
Total assets - 8,082 5,659 125,515 - - - 139,256
Liabilities
Accounts payable - - - 480 - - - 480
------------------------------------------------------------------------------------------------
Master Trust net assets - $8,082 $5,659 $125,035 - - - $138,776
================================================================================================
Portion of Master Trust
allocable to the Plan - $7,822 $5,533 $121,383 - - - $134,728
Percent - 97% 98% 97% - - - 97%
</TABLE>
<TABLE>
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
<CAPTION>
Reynolds Diversified Balanced Interest Small
Stock Equities Investment Income International Capitalization Loan
Fund Fund Fund Fund Equities Fund Equities Fund Fund Total
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHANGES IN MASTER TRUST
ASSETS - 1996
Additions:
Contributions from plans $ 12,532 $ 9,542 $ 5,183 $31,537 $ 1,255 $2,654 - $ 62,703
Net realized and unrealized
appreciation (depreciation)
of investments 893 13,648 3,493 - 593 1,973 - 20,600
Interest and dividends 4,022 1,636 1,203 13,662 172 754 $ 1,451 22,900
Assets transferred into
Master Trust 160,852 52,275 20,342 95,414 2,771 6,689 15,543 353,886
------------------------------------------------------------------------------------------------
178,299 77,101 30,221 140,613 4,791 12,070 16,994 460,089
Deductions:
Distributions to plans 6,753 2,885 1,246 11,722 165 301 514 23,586
Administrative expenses - - - 49 - - - 49
------------------------------------------------------------------------------------------------
6,753 2,885 1,246 11,771 165 301 514 23,635
Interfund transfers-net (7,732) 6,822 2,128 (16,531) 4,074 8,393 2,846 -
------------------------------------------------------------------------------------------------
Net additions 163,814 81,038 31,103 112,311 8,700 20,162 19,326 436,454
Master Trust net assets at
beginning of period - 8,082 5,659 125,035 - - - 138,776
------------------------------------------------------------------------------------------------
Master Trust net assets at
end of period $163,814 $89,120 $36,762 $237,346 $8,700 $20,162 $19,326 $575,230
================================================================================================
</TABLE>
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
1996 1995
--------------------
Net assets available for benefits per the
financial statements $176,009 $142,017
Amounts allocated to withdrawn participants 172 930
--------------------
Net assets available for benefits per
the Form 5500 $175,837 $141,087
====================
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
December 31
1996
---------------
Benefits paid to participants per the
financial statements $6,806
Add: Amounts allocated on Form 5500 to
withdrawn participants in the current year 172
Less: Amounts allocated on form 5500 to
withdrawn participants in the prior year (930)
---------------
Benefits paid to participants per the Form 5500 $6,048
===============
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.
INDEX TO EXHIBITS
Exhibit A Consent of Independent Auditors
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 19, 1997, with
respect to the financial statements of the Reynolds Metals
Company Savings Plan for Hourly Employees included in this Annual
Report (Form 11-K) for the year ended December 31, 1996.
Ernst & Young LLP
Richmond, Virginia
June 19, 1997
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, 1996
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
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors............................ F-1
Audited Financial Statements
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-4
Notes to Financial Statements............................ F-5
EXHIBITS
Exhibit A Consent of Independent Auditors
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: Henry S. Savedge, Jr.
Henry S. Savedge, Jr.
Executive Vice President and
Chief Financial Officer
Reynolds Metals Company
DATE: June 24, 1997
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, 1996 and 1995, and the related statement of
changes in net assets available for plan benefits for the
year ended December 31, 1996. These financial statements are
the responsibility of the 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, 1996
and 1995, and the changes in its net assets available for
plan benefits for the year ended December 31, 1996, 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 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 Fund
Information has been subjected to the auditing procedures
applied in our audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Ernst & Young LLP
Richmond, Virginia
June 19, 1997
<TABLE>
Employees Savings Plan
Statement of Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
<CAPTION>
December 31, 1996
----------------------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------------
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investment in Master Trust $242 $642 $342 $3,875 $70 $150 $255 $5,576
Accrued income 1 - - - - - - 1
Contributions receivable - 7 3 6 1 2 - 19
----------------------------------------------------------------------------------------
Net assets available for
plan benefits $243 $649 $345 $3,881 $71 $152 $255 $5,596
========================================================================================
See accompanying notes.
</TABLE>
<TABLE>
Employees Savings Plan
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 $ 94 $ 94
Master trust:
Diversified Equities - $256 256
Balanced - - $125 125
Interest Income - - - $3,544 3,544
Loans to participants - - - - $71 71
----------------------------------------------------------------
Total investments 94 256 125 3,544 71 4,090
Contributions receivable 3 3 3 22 - 31
----------------------------------------------------------------
Total assets 97 259 128 3,566 71 4,121
Interfund receivable (payable) (11) 2 (2) 11 - -
----------------------------------------------------------------
Net assets available for
plan benefits $ 86 $261 $126 $3,577 $71 $4,121
================================================================
See accompanying notes.
</TABLE>
<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, 1996
----------------------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------------
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets:
Net investment gain from
Master Trust (Note 3) $ 7 $ 99 $ 35 $ 223 $ 3 $ 14 $ 11 $ 392
Contributions:
Employer 26 55 33 166 4 7 - 291
Employee 99 354 141 636 17 52 - 1,299
---------------------------------------------------------------------------------------------
125 409 174 802 21 59 - 1,590
---------------------------------------------------------------------------------------------
Total Additions 132 508 209 1,025 24 73 11 1,982
Deductions from net assets:
Withdrawals by participants 13 16 13 235 - - 31 308
Assets transferred to
other plans 17 40 14 82 9 16 20 198
Administrative expenses - - - 1 - - - 1
---------------------------------------------------------------------------------------------
Total Deductions 30 56 27 318 9 16 51 507
Interfund transfers 55 (64) 37 (403) 56 95 224 -
---------------------------------------------------------------------------------------------
Net increase 157 388 219 304 71 152 184 1,475
Net assets available for
plan benefits:
Beginning of year 86 261 126 3,577 - - 71 4,121
---------------------------------------------------------------------------------------------
End of year $243 $649 $345 $3,881 $71 $152 $255 $5,596
=============================================================================================
See accompanying notes.
</TABLE>
Employees Savings Plan
Notes to Financial Statements
December 31, 1996
(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. Guaranteed 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, 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.
Plan participation is available to eligible employees on the
later of (a) 30 days after beginning their employment with an
Employer, or (b) the date at which their Employer adopts the
Plan. Plan participation is voluntary.
Employees Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
A participant may elect to make payroll contributions to the
Plan in specified amounts ranging from 1% to 12% of
compensation in 1% increments. At certain locations, the
Employer will contribute to the Plan on behalf of each
participant a fixed percentage of a portion of the payroll
contributions made by the participant.
Eligible employees who receive a profit- sharing
award, gainsharing payment or other designated
type of lump sum payment are also allowed
to contribute between 10% and 50% of the award
and/or payment (in 10% increments) to the Plan. Such
contributions are not matched by the Company or any other
Employer.
Participants may elect to make their contributions on a
before or after tax basis, or a combination thereof.
Employer contributions are made on a "pretax" basis. Highly
compensated participants may be required to reduce the
amount of "pretax" contributions made to or held by the Plan
on their behalf in order to permit the Plan to satisfy the
nondiscrimination requirements of Section 401(k) of the
Internal Revenue Code.
Participants are fully vested in their account balances.
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 at any time and to terminate the Plan subject
to the provisions of ERISA.
The Company is the Plan administrator and bears the related
costs, except for investment-related and trustee fees, which
are paid by the Plan.
Employees Savings Plan
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments
All of the investments of the Plan as of December 31, 1996
were held in a Master Trust under a Master Trust Agreement
between Reynolds Metals Company and The Northern Trust
Company, as trustee, and are commingled with the assets of
three other savings plans of the Company and one of its
subsidiaries.
All of the assets held in the Interest Income Fund,
Diversified Equities Fund and Balanced Investment Fund as of
December 31, 1995 were held in a Master Trust established
under a Master Trust Agreement between Reynolds Metals
Company and The Chase Manhattan Bank, N.A., as trustee, and
were 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 are 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. 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.
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 ("OSICs") with
various insurance companies and banks. SICs 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. GICs and
SICs generally provide for the full repayment of principal
and interest. Upon the occurrence of certain events
(including layoffs by the Company or its applicable
affiliates), however, market value of the GIC or SIC, if
lower than book value, may be repaid (a "Market Value
Adjustment"). Currently, in the opinion of the Company, the
likelihood of a material loss to the Plan as a result of such
a Market Value Adjustment is remote. The annual rate of
return on these contracts during 1996 and 1995 was 6.3% and
6.9%, respectively. The current yield on these contracts at
December 31, 1996 was 6.4% (6.4% at December 31, 1995).
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.
During 1996, certain assets of the Plan were transferred into
other plans of the Company as a result of employee transfers.
There was no effect on any participantOs accounts as a result
of the transfer.
Employee Savings Plan
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Summarized financial fund information of the commingled
accounts within the Master Trust is presented below:
<TABLE>
<CAPTION>
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER TRUST NET
ASSETS-1996
Assets
Accrued Income $ 997 $ 997
Cash and cash equivalents 2,213 $ 48 $ 3 $ 17,070 $ 4 $ 3 19,341
Contributions receivable 259 209 183 143 56 166 1,016
Investments:
Common stock 160,346 - - - - - 160,346
Investment contracts - - - 220,145 - - 220,145
Mutual funds - 88,863 36,576 - 8,640 19,993 154,072
Loans to participants - - - - - - $19,326 19,326
----------------------------------------------------------------------------------------
Total assets 163,815 89,120 36,762 237,358 8,700 20,162 19,326 575,243
Liabilities
Accounts payable 1 - - 12 - - - 13
----------------------------------------------------------------------------------------
Master Trust net assets $163,814 $89,120 $36,762 $237,346 $8,700 $20,162 $19,326 $575,230
Portion of Master Trust
allocable to the Plan $ 243 $ 649 $ 345 $ 3,881 $ 71 $ 152 $ 255 $ 5,596
Percent 1% 1% 1% 2% 1% 1% 1% 1%
</TABLE>
Employee Savings Plan
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
<TABLE>
<CAPTION>
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER TRUST NET
ASSETS-1995
Assets
Cash and cash equivalents - - - $ 23,907 - - - $ 23,907
Contributions receivable - $ 510 $ 112 448 - - - 1,070
Investments:
Investment contracts - - - 101,160 - - - 101,160
Mutual funds - 7,572 5,547 - - - - 13,119
Total assets - 8,082 5,659 125,515 - - - 139,256
Liabilities
Accounts payable - - - 480 - - - 480
Master Trust net assets - $8,082 $5,659 $125,035 - - - $138,776
Portion of Master Trust
allocable to the Plan - $ 261 $ 126 $ 3,577 - - - $ 3,964
Percent - 3% 2% 3% - - - 3%
</TABLE>
Employee Savings Plan
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
<TABLE>
<CAPTION>
Inter- Small
Reynolds Diversified Balanced Interest national Capitalization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHANGES IN MASTER TRUST
ASSETS -1996
Additions:
Contributions from plans $ 12,532 $ 9,542 $5,183 $31,537 $1,255 $2,654 $ 62,703
Net realized and unrealized
appreciation (depreciation)
of investments 893 13,648 3,493 - 593 1,973 20,600
Interest and dividends 4,022 1,636 1,200 13,662 172 754 $1,451 22,900
Assets transferred into
Master Trust 160,852 52,275 20,342 95,414 2,771 6,689 15,543 353,886
----------------------------------------------------------------------------------------
178,299 77,101 30,221 140,613 4,791 12,070 16,994 460,089
----------------------------------------------------------------------------------------
Deductions:
Distributions to plans 6,753 2,885 1,246 11,722 165 301 514 23,586
Administrative expenses - - - 49 - - - 49
----------------------------------------------------------------------------------------
6,753 2,885 1,246 11,771 165 301 514 23,635
Interfund transfers-net (7,732) 6,822 2,128 (16,531) 4,074 8,393 2,846 -
----------------------------------------------------------------------------------------
Net additions 163,814 81,038 31,103 112,311 8,700 20,162 19,326 436,454
Master Trust net assets at
beginning of period - 8,082 5,659 125,035 - - - 138,776
----------------------------------------------------------------------------------------
Master Trust net assets
at end of period $163,814 $89,120 $36,762 $237,346 $8,700 $20,162 $19,326 $575,230
========================================================================================
Employee 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,
1996 1995
------------------
Net assets available for benefits per the
financial statements $5,596 $4,121
Amounts allocated to withdrawn participants 11 41
------------------
Net assets available for benefits per the Form 5500 $5,585 $4,080
==================
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Year ended
December 31,
1996
-------------
Benefits paid to participants per the
financial statements $ 308
Add: Amounts allocated on Form 5500 to
withdrawn participants in the current year 11
Less: Amounts allocated on Form 5500 to
withdrawn participants in the prior year (41)
-------------
Benefits paid to participants per the Form 5500 $ 278
=============
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.
INDEX TO EXHIBITS
Exhibit A Consent of Independent Auditors
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 and in the related Prospectus of our report dated
June 19, 1997, with respect to the financial statements of the
Employees Savings Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 1996.
Ernst & Young LLP
Richmond, Virginia
June 19, 1997
</TABLE>
