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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 001-01430
A. Full title of the plan:
REYNOLDS METALS COMPANY
SAVINGS PLAN
FOR HOURLY EMPLOYEES
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
<PAGE> 2
REQUIRED INFORMATION
FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULE AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
--------
Report of Ernst & Young LLP, 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
Supplemental Schedule..................................... F-12
Line 27b-Schedule of Loans or Fixed Income Obligations... F-13
EXHIBITS
Exhibit A Consent of Ernst & Young LLP, Independent Auditors
- 2 -
<PAGE> 3
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.
REYNOLDS METALS COMPANY
SAVINGS PLAN FOR HOURLY EMPLOYEES
By: /s/ F. Robert Newman
---------------------------------
F. Robert Newman
Vice President, Human Resources
Reynolds Metals Company and
Member, Plan Committee for Hourly
Savings Plan
DATE: June 23, 1999
- 3 -
<PAGE> F-1
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, 1998
and 1997, and the related statement of changes in net assets
available for plan benefits for the year ended December 31,
1998. 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, 1998
and 1997, and the changes in its net assets available for
plan benefits for the year ended December 31, 1998, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the financial statements taken as a whole. The
accompanying supplemental schedule of loans as of December
31, 1998, is presented for the purpose of additional
analysis and is not a required part of the financial
statements but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security
Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The Fund
Information in the statements of net assets available for
plan benefits and the statement of changes in net assets
available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets
available for plan benefits and changes in net assets
available for plan benefits of each fund. The supplemental
schedule and Fund Information have been subjected to
auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements
taken as a whole.
Richmond, Virginia
June 18, 1999
F-1
<PAGE> F-2
Reynolds Metals Company
Savings Plan for Hourly Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------------------------------
Fund Information
---------------------------------------------------------
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investment
in Master
Trust $6,686 $46,500 $13,101 $132,226 $2,072 $6,443 $8,335 $215,363
Accrued
income 44 - - - - - - 44
Contributions
receivable 51 230 62 289 12 54 - 698
--------------------------------------------------------------------
Total
assets 6,781 46,730 13,163 132,515 2,084 6,497 8,335 216,105
LIABILITIES
Accrued
expenses - - - 189 - - 189
--------------------------------------------------------------------
Net assets
available
for plan
benefits $6,781 $46,730 $13,163 $132,326 $2,084 $6,497 $8,335 $215,916
=====================================================================
See accompanying notes.
</TABLE>
F-2
<PAGE> F-3
Reynolds Metals Company
Savings Plan for Hourly Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
(Dollars in Thousands)
December 31, 1997
--------------------------------------------------------------------
Fund Information
---------------------------------------------------------
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------
[S] [C] [C] [C] [C] [C] [C] [C] [C]
Assets
Investment
in Master
Trust $7,638 $34,654 $12,428 $139,651 $1,953 $10,108 $9,119 $215,551
Accrued
income 43 - - - - - - 43
Contribu-
tions re-
ceivable 30 125 84 404 23 43 13 722
--------------------------------------------------------------------
Net assets
available
for plan
benefits $7,711 $34,779 $12,512 $140,055 $1,976 $10,151 $9,132 $216,316
====================================================================
See accompanying notes.
[/TABLE]
F-3
<PAGE> F-4
Reynolds Metals Company
Savings Plan for Hourly Employees
Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information
(Dollars in Thousands)
<TABLE>
<CAPTION>
Year ended December 31, 1998
--------------------------------------------------------------------
Fund Information
----------------------------------------------------------
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
to net
assets
Net in-
vestment
gain
(loss)
from
Master
Trust $ (546) $ 9,368 $ 1,381 $ 8,450 $ 253 $(1,375) $ 739 $ 18,270
Assets
received
from
other
plans 72 - - - 2 - - 74
Contribu-
tions:
Employer 407 2,711 860 8,887 233 871 - 13,969
Employee 629 4,361 1,512 9,444 406 1,367 - 17,719
--------------------------------------------------------------------
1,036 7,072 2,372 18,331 639 2,238 - 31,688
--------------------------------------------------------------------
Total
Additions 562 16,440 3,753 26,781 894 863 739 50,032
Deductions
from net
assets:
With-
drawals
by par-
ticipants 943 7,677 2,816 34,290 351 1,526 2,162 49,765
Assets
trans-
ferred to
other
plans - 215 32 297 - 64 59 667
--------------------------------------------------------------------
Total
Deductions 943 7,892 2,848 34,587 351 1,590 2,221 50,432
Interfund
transfers (549) 3,403 (254) 77 (435) (2,927) 685 -
--------------------------------------------------------------------
Net
increase
(decrease) (930) 11,951 651 (7,729) 108 (3,654) (797) (400)
Net assets
available
for plan
benefits:
Beginning
of year 7,711 34,779 12,512 140,055 1,976 10,151 9,132 216,316
--------------------------------------------------------------------
End of
year $6,781 $46,730 $13,163 $132,326 $2,084 $ 6,497 $8,335 $215,916
====================================================================
See accompanying notes.
</TABLE>
F-4
<PAGE> F-5
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements
(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 such 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.
F-5
<PAGE> F-6
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.
F-6
<PAGE> F-7
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, 1998
and 1997 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. Net assets and net investment gains
(losses) from the Master Trust are allocated to
participating plans based on the aggregate account balance
of individual participants in each Plan.
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. These are 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. These are
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
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 1998 and 1997 was approximately 6.3%
and 6.3%, respectively. The current yield on these contracts
at December 31, 1998 was 6.3% (6.3% at December 31, 1997).
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.
F-7
<PAGE> F-8
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
No individual SIC or GIC exceeded 5% of the Master Trust's
assets, except for a SIC with Transamerica Life with a
balance of approximately $41,000 at December 31, 1998
($39,000 at December 31, 1997).
Cash and cash equivalents of the Master Trust are invested
in a short-term investment fund managed by The Northern
Trust Company.
During 1998 and 1997, certain assets of the Plan were
transferred into other plans and from 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.
Summarized financial fund information of the commingled
accounts within the Master Trust is presented below:
<TABLE>
<CAPTION>
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER
TRUST NET
ASSETS-1998
ASSETS
Accrued
income $ 854 $ 854
Cash and
cash equi-
valents 2,398 $ 59,906 62,304
Contribu-
tions re-
ceivable 1,021 $ 527 $ 135 292 $ 25 $ 124 2,124
Investments:
Common
stock 152,493 - - - - - 152,493
Invest-
ments
contracts - - - 168,462 - - 168,462
Mutual funds - 166,851 49,190 - 10,833 24,101 250,975
Loans to
partici-
pants - - - - - - $16,812 16,812
---------------------------------------------------------------------
Total
assets 156,766 167,378 49,325 228,660 10,858 24,225 16,812 654,024
LIABILITIES
Accrued
expenses - - - 326 - - - 326
=====================================================================
Master
Trust
net
assets $156,766 $167,378 $49,325 $228,334 $10,858 $24,225 $16,812 $653,698
=====================================================================
Portion of
Master
Trust
allocable
to the
Plan $ 6,781 $ 46,730 $13,163 $132,326 $ 2,084 $ 6,497 $ 8,335 $215,916
Percent 4% 28% 27% 58% 19% 27% 49% 33%
</TABLE>
F-8
<PAGE> F-9
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
<TABLE>
<CAPTION>
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MASTER
TRUST
NET
ASSETS-
1997
ASSETS
Accrued
income $1,082 $ 1,082
Cash and
cash
equiva-
lents 2,247 $ 47 $ 11 $ 40,726 $ 6 $ 25 43,062
Contri-
butions
recei-
vable 598 195 215 671 79 56 $ 13 1,827
Invest-
ments:
Common
stock 189,068 - - - - - - 189,068
Invest-
ments
con-
tracts - - - 195,952 - - - 195,952
Mutual
funds - 131,723 46,727 - 10,219 34,639 - 223,308
Loans
to par-
tici-
pants - - - - - - 19,962 19,962
---------------------------------------------------------------------
Master
Trust
net
assets $192,995 $131,965 $46,953 $237,349 $10,304 $34,720 $19,975 $674,261
=====================================================================
Portion
of
Master
Trust
alloca-
ble to
the Plan $ 7,711 $ 34,779 $12,512 $140,055 $ 1,976 $10,151 $ 9,132 $216,316
Percent 4% 26% 26% 59% 19% 29% 46% 32%
</TABLE>
F-9
<PAGE> F-10
Reynolds Metals Company
Savings Plan for Hourly Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
<TABLE>
<CAPTION>
Small
Capi-
Inter- tali-
Diver- Bal- nation- za-
Rey- sified anced Inter- al tion
nolds Equi- Invest- est Equi- Equi-
Stock ties ment Income ties ties Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHANGES IN
MASTER
TRUST NET
ASSETS
-1998
Additions:
Contri-
butions
from
plans $ 10,304 $ 14,637 $ 5,513 $ 22,443 $ 1,635 $ 4,890 $ 59,422
Net rea-
lized
and un-
realized
appre-
ciation
(depre-
ciation)
of in-
vest-
ments (21,074) 34,080 3,896 - 1,237 (4,655) 13,484
Interest
and divi-
dends 4,201 2,129 1,533 14,282 228 403 $1,577 24,353
---------------------------------------------------------------------
(6,569) 50,846 10,942 36,725 3,100 638 1,577 97,259
---------------------------------------------------------------------
Deductions:
Distri-
butions
to plans 25,115 22,837 7,644 53,358 1,297 3,760 3,811 117,822
Admini-
strative
expenses - - - - - - - -
---------------------------------------------------------------------
25,115 22,837 7,644 53,358 1,297 3,760 3,811 117,822
Interfund
transfers
-net (4,545) 7,404 (926) 7,618 (1,249) (7,373) (929) -
---------------------------------------------------------------------
Net addi-
tions
(deduc-
tions) (36,229) 35,413 2,372 (9,015) 554 (10,495) (3,163) (20,563)
Master
Trust
net
assets
at be-
ginning
of period 192,995 131,965 46,953 237,349 10,304 34,720 19,975 674,261
---------------------------------------------------------------------
Master
Trust
net
assets
at end of
period $156,766 $167,378 $49,325 $228,334 $10,858 $24,225 $16,812 $653,698
=====================================================================
F-10
<PAGE> F-11
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 plan benefits per the financial statements to the Form
5500:
</TABLE>
<TABLE>
<CAPTION>
December 31
1998 1997
----------------------
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $215,916 $216,316
Amounts allocated to withdrawn participants - (374)
----------------------
Net assets available for plan benefits per the
Form 5500 $215,916 $215,942
======================
</TABLE>
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31
1998
-------------
<S> <C>
Benefits paid to participants per the financial
statements $49,765
Add: Amounts allocated on Form 5500 to withdrawn
participants in the current year -
Less: Amounts allocated on Form 5500 to withdrawn
participants in the prior year (374)
-------------
Benefits paid to participants per the Form 5500 $49,391
=============
</TABLE>
5. Income Tax Status
The Plan has received a determination letter from the
Internal Revenue Service dated February 20, 1996, stating
that the Plan is qualified under Section 401(a) of the
Internal Revenue Code (the "Code") and, therefore, the
related trust is exempt from taxation. Once qualified, the
Plan is required to operate in conformity with the Code to
maintain its qualification. The Company has indicated that
it will take the necessary steps, if any, to maintain the
Plan's qualified status.
F-11
<PAGE> F-12
Supplemental Schedule
F-12
<PAGE> F-13
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*McGregor, $ 2,000 $ 177 $108 $1,774 Date of making $ 139 $ 63
Susan 9/22/97, 9.50%,
matures 10/24/02,
collateralized by
participant's
account, no terms
renegotiated
*Glasser, 15,000 1,259 502 8,765 Date of making 2,576 635
Robert 10/1/95, 10.00%,
matures 9/29/00,
collateralized by
participant's
account, no terms
renegotiated
*Goodspeed, 2,000 - - 1,013 Date of making 654 92
Larry 10/1/94, 8.75%,
matures 9/24/99,
collateralized by
participant's
account, no terms
renegotiated
*Nash, 2,000 - - 1,332 Date of making 900 108
Henry 6/21/96, 9.25%,
matures 7/29/99,
collateralized by
participant's
account, no terms
renegotiated
*Jarrell, 2,200 - 11 1,837 Date of making 564 199
Gary 6/21/96, 9.25%,
matures 7/26/01,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-13
<PAGE> F-14
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Pitts, $1,000 - - $1,000 Date of making $ 57 $ 24
Shannon 9/25/98, 9.50%,
matures 9/19/02,
collateralized by
participant's
account, no terms
renegotiated
*Lewis Jr., 6,000 - $ 29 5,781 Date of making 1,143 554
Lester 6/24/97, 9.50%,
matures 7/25/02,
collateralized by
participant's
account, no terms
renegotiated
*Holmes, 1,000 - 19 791 Date of making 248 82
Patricia 5/28/96, 9.25%,
matures 5/24/01,
collateralized by
participant's
account, no terms
renegotiated
*James Jr., 3,500 $ 8 120 2,275 Date of making 1,643 186
Theodore 6/4/96, 9.25%,
matures 6/23/99,
collateralized by
participant's
account, no terms
renegotiated
*Young, 2,000 1 131 1,712 Date of making 908 162
Velton 12/19/96, 9.25%,
matures 1/27/00,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-14
<PAGE> F-15
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Michnick, $2,000 - - $2,000 Date of making $1,645 $204
Thomas 3/31/97, 9.25%,
matures 4/29/99,
collateralized by
participant's
account, no terms
renegotiated
*Fraley, 2,500 $106 - 980 Date of making 980 187
Charles 12/1/95, 9.75%,
matures 12/5/97,
collateralized by
participant's
account, no terms
renegotiated
*Young, 6,300 79 $73 5,815 Date of making 994 470
Ricky 7/14/97, 9.50%,
matures 7/25/02,
collateralized by
participant's
account, no terms
renegotiated
*Brewer, 6,800 89 74 5,791 Date of making 1,126 448
Ricky 2/11/97, 9.25%,
matures 2/21/02,
collateralized by
participant's
account, no terms
renegotiated
*Dupree, 9,000 316 33 1,147 Date of making 1,147 75
John 7/1/94, 7.25%,
matures 7/24/98,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-15
<PAGE> F-16
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Tidwell, $8,000 - - $8,000 Date of making $1,862 $782
Nathan 10/28/97, 9.25%,
matures 11/22/01,
collateralized by
participant's
account, no terms
renegotiated
*Preseley, 4,400 - - 2,594 Date of making 2,594 635
David 11/1/93, 7.00%,
matures 3/13/98,
collateralized by
participant's
account, no terms
renegotiated
*Lyons Jr., 5,900 $ 31 $256 4,364 Date of making 1,938 541
Willie 10/1/95, 9.75%,
matures 9/29/00,
collateralized by
participant's
account, no terms
renegotiated
*Ogletree, 8,300 457 266 7,843 Date of making 630 315
Bobby 1/23/98, 9.50%,
matures 2/20/03,
collateralized by
participant's
account, no terms
renegotiated
*Jordan, 2,900 623 113 1,944 Date of making 814 85
Cynthia 9/3/97, 9.50%,
matures 9/23/99,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-16
<PAGE> F-17
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Malone, $1,500 $145 $ 37 $1,355 Date of making $ 314 $ 65
Deloris 1/20/98, 9.50%,
matures 8/24/00,
collateralized by
participant's
account, no terms
renegotiated
*Gray, 2,900 320 121 1,804 Date of making 235 63
Jerry 5/10/96, 9.25%,
matures 5/24/01,
collateralized by
participant's
account, no terms
renegotiated
*Griffin, 2,000 7 24 2,129 Date of making 63 156
Jerry 11/13/97, 9.25%,
matures 1/12/02,
collateralized by
participant's
account, no terms
renegotiated
*Jenkins, 5,500 - - 2,646 Date of making 2,594 206
Bobby 11/1/93, 7.00%,
matures 1/8/99,
collateralized by
participant's
account, no terms
renegotiated
*Carter, 2,000 - 19 2,000 Date of making 419 219
Charles 9/18/97, 9.50%,
matures 9/19/02,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-17
<PAGE> F-18
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Staten $ 1,500 46 14 $ 1,344 Date of making $1,344 $135
Jr., Travis 10/28/97, 9.50%,
matures 11/26/98,
collateralized by
participant's
account, no terms
renegotiated
*Jones, 1,700 - 8 1,700 Date of making 102 80
Gareth 6/23/98, 9.50%,
matures 7/24/03,
collateralized by
participant's
account, no terms
renegotiated
*Bottoms, 12,900 176 196 10,034 Date of making 2,231 785
Jackie 9/19/96, 9.50%,
matures 9/20/01,
collateralized by
participant's
account, no terms
renegotiated
*McClure, 5,000 - 24 5,000 Date of making 536 339
Joe 4/3/98, 9.50%,
matures 4/24/03,
collateralized by
participant's
account, no terms
renegotiated
*Savage, 6,000 - - 3,025 Date of making 2,095 233
Franklin 6/1/94, 7.25%,
matures 8/27/99,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-18
<PAGE> F-19
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Munoz, $18,000 $599 $276 $10,837 Date of making $3,062 $773
Olga 11/1/95, 9.75%,
matures 11/3/00,
collateralized by
participant's
account, no terms
renegotiated
*Garza, 1,900 - - 959 Date of making 905 78
Guillermo 11/1/93, 7.00%,
matures 2/5/99,
collateralized by
participant's
account, no terms
renegotiated
*Spears, 1,000 - - 760 Date of making 437 100
Larry 10/1/94, 8.25%,
matures 5/19/00,
collateralized by
participant's
account, no terms
renegotiated
*Minor, 4,000 - - 3,380 Date of making 1,079 386
Claudius 7/15/96, 9.25%,
matures 7/26/01,
collateralized by
participant's
account, no terms
renegotiated
*Mendiola, 1,400 - - 945 Date of making 945 233
Rene 7/1/95, 10.00%,
matures 9/18/98,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-19
<PAGE> F-20
Reynolds Metals Company
Savings Plan for Hourly Employees
Line 27b - Schedule of Loans or Fixed Income Obligations (continued)
As of December 31, 1998
<TABLE>
<CAPTION>
Detailed descrip-
tion of loan
including dates of
making and maturity,
Amount received interest rate, the
during type and value of Amount
reporting year collateral, any re- overdue
--------------- negotiation of the ---------------
Original Unpaid loan and the terms
Identity Amount Balance of the renegotia-
of of Prin- Inter- at end tion, and other Prin-
Obligor Loan cipal est of year material items cipal Interest
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
*Jones, $17,000 $247 $409 $15,190 Date of making $3,512 $1,442
Gerald 2/5/97, 9.25%,
matures 2/21/02,
collateralized by
participant's
account, no terms
renegotiated
*Zamora, 1,300 - - 523 Date of making 495 35
Pete 2/1/94, 7.00%,
matures 1/29/99,
collateralized by
participant's
account, no terms
renegotiated
*Fittro, 5,000 - - 4,261 Date of making 1,960 503
Harold 8/13/96, 9.25%,
matures 8/24/00,
collateralized by
participant's
account, no terms
renegotiated
*Cooper, 6,400 590 122 2,592 Date of making 836 124
Loretta 3/1/95, 9.50%,
matures 2/25/00,
collateralized by
participant's
account, no terms
renegotiated
* A party-in-interest as defined by ERISA.
</TABLE>
F-20
<PAGE>
INDEX TO EXHIBITS
Exhibit A Consent of Ernst & Young LLP, Independent Auditors
<PAGE>
EXHIBIT A
CONSENT OF ERNST & YOUNG LLP, 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 18, 1999, with
respect to the financial statements and schedule of the Reynolds
Metals Company Savings Plan for Hourly Employees included in this
Annual Report (Form 11-K) for the year ended December 31, 1998.
/s/ Ernst & Young LLP
Richmond, Virginia
June 18, 1999
