-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGLl/bSsVx0MAIE/EJSzODNysZY/1UHmBamrvs5eoFn9+nWcgwMlNHhAecSAnIIw sSzgwoDsALmCjdd6xk+bIA== 0000083604-97-000008.txt : 19970627 0000083604-97-000008.hdr.sgml : 19970627 ACCESSION NUMBER: 0000083604-97-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS METALS CO CENTRAL INDEX KEY: 0000083604 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY PRODUCTION OF ALUMINUM [3334] IRS NUMBER: 540355135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-01430 FILM NUMBER: 97630451 BUSINESS ADDRESS: STREET 1: 6601 W BROAD ST STREET 2: PO BOX 27003 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8042812000 10-K/A 1 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 EX-99 2 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 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
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 --------------------------------------------------------------------------------------------- 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.
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
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 --------------------------------------------------------------------------------------------- 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
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
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 --------------------------------------------------------------------------------------------- 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.
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:
Inter- Small Reynolds Diversified Balanced Interest national Capitalization Stock Equities Investment Income Equities Equities Loan Fund Fund Fund Fund Fund Fund Fund Total ----------------------------------------------------------------------------------------- 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%
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 ------------------------------------------------------------------------------------------ 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 ==========================================================================================
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 EX-99 3 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 Reynolds Metals Company Savings Plan for Hourly Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
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 ------------------------------------------------------------------------------------------------ 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.
Reynolds Metals Company Savings Plan for Hourly Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
December 31, 1995 ---------------------------------------------------------------------- Fund Information ----------------------------------------------------------- Reynolds Diversified Balanced Interest Stock Equities Investment Income Loan Fund Fund Fund Fund Fund Total ---------------------------------------------------------------------- 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.
Reynolds Metals Company Savings Plan for Hourly Employees Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
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 ------------------------------------------------------------------------------------------------ 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.
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: Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued)
Reynolds Diversified Balanced Interest Small Stock Equities Investment Income International Capitalization Loan Fund Fund Fund Fund Equities Fund Equities Fund Fund Total ------------------------------------------------------------------------------------------------ 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%
Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 3. Commingled Master Trust Investments (continued)
Reynolds Diversified Balanced Interest Small Stock Equities Investment Income International Capitalization Loan Fund Fund Fund Fund Equities Fund Equities Fund Fund Total ------------------------------------------------------------------------------------------------ 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 ================================================================================================
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 EX-99 4 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 Employees Savings Plan Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
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 ---------------------------------------------------------------------------------------- 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.
Employees Savings Plan Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
December 31, 1995 ---------------------------------------------------------------- Fund Information ----------------------------------------------------- Reynolds Diversified Balanced Interest Stock Equities Investment Income Loan Fund Fund Fund Fund Fund Total ---------------------------------------------------------------- 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.
Employees Savings Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
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 ---------------------------------------------------------------------------------------- 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.
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:
Inter- Small Reynolds Diversified Balanced Interest national Capitalization Stock Equities Investment Income Equities Equities Loan Fund Fund Fund Fund Fund Fund Fund Total ---------------------------------------------------------------------------------------- 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%
Employee Savings Plan 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 ---------------------------------------------------------------------------------------- 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%
Employee Savings Plan 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 ---------------------------------------------------------------------------------------- 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
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