-----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, EzmUsxKpsBtJUGU9hg66XuCqNKi90IXsD9k4IZWPHFRiGVHT1P163uY+xLOsh6vE RN+Km2HtWf6najoLhoUb9Q== 0000083604-99-000034.txt : 19990628 0000083604-99-000034.hdr.sgml : 19990628 ACCESSION NUMBER: 0000083604-99-000034 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990625 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: 11-K SEC ACT: SEC FILE NUMBER: 001-01430 FILM NUMBER: 99652514 BUSINESS ADDRESS: STREET 1: 6601 W BROAD ST STREET 2: PO BOX 27003 CITY: RICHMOND STATE: VA ZIP: 23261 BUSINESS PHONE: 8042812000 11-K 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, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 001-01430 A. Full title of the plan: REYNOLDS METALS COMPANY SAVINGS PLAN FOR HOURLY EMPLOYEES B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: REYNOLDS METALS COMPANY 6601 West Broad Street P. O. Box 27003 Richmond, Virginia 23261-7003 2 REQUIRED INFORMATION FINANCIAL STATEMENTS, SUPPLEMENTAL SCHEDULE AND EXHIBITS FINANCIAL STATEMENTS Page No. -------- Report of Ernst & Young LLP, Independent Auditors......... F-1 Audited Financial Statements Statements of Net Assets Available for Plan Benefits, with Fund Information................... F-2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information............... F-4 Notes to Financial Statements............................ F-5 Supplemental Schedule..................................... F-12 Line 27b-Schedule of Loans or Fixed Income Obligations... F-13 EXHIBITS Exhibit A Consent of Ernst & Young LLP, Independent Auditors - 2 - 3 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, Reynolds Metals Company, which administers the Plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. REYNOLDS METALS COMPANY SAVINGS PLAN FOR HOURLY EMPLOYEES By: /s/ F. Robert Newman --------------------------------- F. Robert Newman Vice President, Human Resources Reynolds Metals Company and Member, Plan Committee for Hourly Savings Plan DATE: June 23, 1999 - 3 - F-1 Report of Ernst & Young LLP, Independent Auditors Board of Directors Reynolds Metals Company We have audited the accompanying statements of net assets available for plan benefits of the Reynolds Metals Company Savings Plan for Hourly Employees as of December 31, 1998 and 1997, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1998. These financial statements are the responsibility of the management of Reynolds Metals Company, the Plan's sponsor. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan at December 31, 1998 and 1997, and the changes in its net assets available for plan benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of loans as of December 31, 1998, is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The Fund Information in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedule and Fund Information have been subjected to auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. Richmond, Virginia June 18, 1999 F-1 F-2 Reynolds Metals Company Savings Plan for Hourly Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
December 31, 1998 -------------------------------------------------------------------- Fund Information --------------------------------------------------------- Small Capi- Inter- tali- Diver- Bal- nation- za- Rey- sified anced Inter- al tion nolds Equi- Invest- est Equi- Equi- Stock ties ment Income ties ties Loan Fund Fund Fund Fund Fund Fund Fund Total -------------------------------------------------------------------- ASSETS Investment in Master Trust $6,686 $46,500 $13,101 $132,226 $2,072 $6,443 $8,335 $215,363 Accrued income 44 - - - - - - 44 Contributions receivable 51 230 62 289 12 54 - 698 -------------------------------------------------------------------- Total assets 6,781 46,730 13,163 132,515 2,084 6,497 8,335 216,105 LIABILITIES Accrued expenses - - - 189 - - 189 -------------------------------------------------------------------- Net assets available for plan benefits $6,781 $46,730 $13,163 $132,326 $2,084 $6,497 $8,335 $215,916 ===================================================================== See accompanying notes.
F-2 F-3 Reynolds Metals Company Savings Plan for Hourly Employees Statement of Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands) December 31, 1997 -------------------------------------------------------------------- Fund Information --------------------------------------------------------- Small Capi- Inter- tali- Diver- Bal- nation- za- Rey- sified anced Inter- al tion nolds Equi- Invest- est Equi- Equi- Stock ties ment Income ties ties Loan Fund Fund Fund Fund Fund Fund Fund Total -------------------------------------------------------------------- [S] [C] [C] [C] [C] [C] [C] [C] [C] Assets Investment in Master Trust $7,638 $34,654 $12,428 $139,651 $1,953 $10,108 $9,119 $215,551 Accrued income 43 - - - - - - 43 Contribu- tions re- ceivable 30 125 84 404 23 43 13 722 -------------------------------------------------------------------- Net assets available for plan benefits $7,711 $34,779 $12,512 $140,055 $1,976 $10,151 $9,132 $216,316 ==================================================================== See accompanying notes. [/TABLE] F-3 F-4 Reynolds Metals Company Savings Plan for Hourly Employees Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information (Dollars in Thousands)
Year ended December 31, 1998 -------------------------------------------------------------------- Fund Information ---------------------------------------------------------- Small Capi- Inter- tali- Diver- Bal- nation- za- Rey- sified anced Inter- al tion nolds Equi- Invest- est Equi- Equi- Stock ties ment Income ties ties Loan Fund Fund Fund Fund Fund Fund Fund Total -------------------------------------------------------------------- Additions to net assets Net in- vestment gain (loss) from Master Trust $ (546) $ 9,368 $ 1,381 $ 8,450 $ 253 $(1,375) $ 739 $ 18,270 Assets received from other plans 72 - - - 2 - - 74 Contribu- tions: Employer 407 2,711 860 8,887 233 871 - 13,969 Employee 629 4,361 1,512 9,444 406 1,367 - 17,719 -------------------------------------------------------------------- 1,036 7,072 2,372 18,331 639 2,238 - 31,688 -------------------------------------------------------------------- Total Additions 562 16,440 3,753 26,781 894 863 739 50,032 Deductions from net assets: With- drawals by par- ticipants 943 7,677 2,816 34,290 351 1,526 2,162 49,765 Assets trans- ferred to other plans - 215 32 297 - 64 59 667 -------------------------------------------------------------------- Total Deductions 943 7,892 2,848 34,587 351 1,590 2,221 50,432 Interfund transfers (549) 3,403 (254) 77 (435) (2,927) 685 - -------------------------------------------------------------------- Net increase (decrease) (930) 11,951 651 (7,729) 108 (3,654) (797) (400) Net assets available for plan benefits: Beginning of year 7,711 34,779 12,512 140,055 1,976 10,151 9,132 216,316 -------------------------------------------------------------------- End of year $6,781 $46,730 $13,163 $132,326 $2,084 $ 6,497 $8,335 $215,916 ==================================================================== See accompanying notes.
F-4 F-5 Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (Dollars in Thousands) 1. Significant Accounting Policies The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The accounting records of the Reynolds Metals Company Savings Plan for Hourly Employees ("Plan") are maintained on the accrual basis. All securities transactions are recorded as of the trade date. Investments in Reynolds Metals Company Common Stock (stated at fair value) are valued at the last reported sales price on the last business day of the year. Investments in mutual funds are measured by quoted market prices and are reported at aggregate fair value at year-end. Guaranteed investment contracts with insurance companies are reported at "contract value," which equals cost plus accrued income. Structured investment contracts are reported at fair value, which in the case of such contracts equals contract value. 2. Summary of Significant Plan Provisions Reynolds Metals Company (the "Company") established the Plan effective January 1, 1986, covering hourly employees of the Company and certain of its subsidiaries (each an "Employer") who are in a bargaining unit covered by a labor agreement that incorporates the Plan by reference. The Plan is a defined contribution plan under the Employee Retirement Income Security Act of 1974 ("ERISA") and qualifies as a "cash or deferred" arrangement under Section 401(k) of the Internal Revenue Code. A complete description of the Plan is contained in the Summary Plan Description and in the Plan document, copies of which are available from the Company. Hourly employees who are in a bargaining unit covered by a collective bargaining agreement that incorporates the Plan will become eligible to participate in the Plan on the later of (a) 30 days after beginning their employment with an Employer, or (b) the date on which the collective bargaining agreement under which they are covered first incorporates the Plan by reference. Plan participation is voluntary. F-5 F-6 Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 2. Summary of Significant Plan Provisions (continued) Each collective bargaining agreement that incorporates the Plan by reference provides that participants may elect to make payroll contributions to the Plan in specified amounts ranging from 1% to 12% of compensation in 1% increments. Each such collective bargaining agreement may also provide for the following types of contributions: (a) Company Matching Contributions: At certain bargaining units, the applicable Employer will, subject to certain limitations, contribute to the Plan on behalf of each eligible participant, a fixed percentage of a portion of the payroll contributions by the participant. (b) Negotiated Deferral Contributions: At certain bargaining units, the applicable Employer will make a contribution to a participant's account based on the number of hours worked by each active employee participating in the Plan. (c) Additional Voluntary Contributions: Eligible employees who receive a profit sharing award, gainsharing payment or other designated type of lump sum payment may contribute between 10% and 50% of the award and/or payment (in 10% increments) to the Plan. Such contributions are not matched by the Company or any other Employer. Participants may elect to make their contributions on a before or after tax basis or a combination thereof. Employer contributions (matching and negotiated deferral) are made on a "pretax" basis. Highly compensated participants may be required to reduce the amount of "pretax" contributions made to or held by the Plan on their behalf to permit the Plan to satisfy the nondiscrimination requirements of Section 401(k) of the Internal Revenue Code. Participants are fully vested in their account balances. Withdrawals and distributions are handled in accordance with the Plan provisions and are subject to certain regulatory restrictions. The trustee holds all of the Plan's investment assets and executes transactions therein. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and subject to the terms of any applicable collective bargaining agreement. F-6 F-7 Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 2. Summary of Significant Plan Provisions (continued) The Company is the Plan administrator and bears the related costs, except for investment-related and trustee fees, which are paid by the Plan. 3. Commingled Master Trust Investments All of the investments of the Plan as of December 31, 1998 and 1997 were held in a Master Trust under a Master Trust Agreement between Reynolds Metals Company and The Northern Trust Company, as trustee, and are commingled with the assets of three other savings plans of the Company and one of its subsidiaries. Net assets and net investment gains (losses) from the Master Trust are allocated to participating plans based on the aggregate account balance of individual participants in each Plan. Substantially all the assets held in the Diversified Equities Fund and the Balanced Investment Fund are invested in the Vanguard Institutional Index Fund and the Vanguard STAR Fund, respectively. These are no-load mutual funds held and managed by The Vanguard Group of Investment Companies. Substantially all of the assets held in the International Equities Fund and the Small Capitalization Equities Fund are invested in the T. Rowe Price Foreign Equity Fund and the T. Rowe Price Small-Cap Value Fund, respectively. These are no-load mutual funds held and managed by T. Rowe Price Associates, Inc. The assets of the Interest Income Fund generally are invested in guaranteed investment contracts ("GICs") at fixed rates of return and structured investment contracts ("SICs") with various insurance companies and banks. SICs represent high grade investments held in the name of the Master Trust in conjunction with a corresponding contract with the issuer of the SIC to provide a fixed or variable rate of return (based on investment experience and reset quarterly) on the cost of the investment. GICs and SICs generally provide for the full repayment of principal and interest. Upon the occurrence of certain events (including layoffs by the Company or its applicable affiliates), however, market value of the GIC or SIC, if lower than its book value, may be repaid (a "Market Value Adjustment"). Currently, in the opinion of the Company, the likelihood of a material loss to the Plan as a result of such a Market Value Adjustment is remote. The annual rate of return on these contracts during 1998 and 1997 was approximately 6.3% and 6.3%, respectively. The current yield on these contracts at December 31, 1998 was 6.3% (6.3% at December 31, 1997). Interest is credited to participants' accounts on the dollar- weighted average (blended rate) basis. The fair value of the Plan's GICs approximates contract value. F-7 F-8 Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 3. Commingled Master Trust Investments (continued) No individual SIC or GIC exceeded 5% of the Master Trust's assets, except for a SIC with Transamerica Life with a balance of approximately $41,000 at December 31, 1998 ($39,000 at December 31, 1997). Cash and cash equivalents of the Master Trust are invested in a short-term investment fund managed by The Northern Trust Company. During 1998 and 1997, certain assets of the Plan were transferred into other plans and from other plans of the Company as a result of employee transfers. There was no effect on any participant's accounts as a result of the transfer. Summarized financial fund information of the commingled accounts within the Master Trust is presented below:
Small Capi- Inter- tali- Diver- Bal- nation- za- Rey- sified anced Inter- al tion nolds Equi- Invest- est Equi- Equi- Stock ties ment Income ties ties Loan Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------- MASTER TRUST NET ASSETS-1998 ASSETS Accrued income $ 854 $ 854 Cash and cash equi- valents 2,398 $ 59,906 62,304 Contribu- tions re- ceivable 1,021 $ 527 $ 135 292 $ 25 $ 124 2,124 Investments: Common stock 152,493 - - - - - 152,493 Invest- ments contracts - - - 168,462 - - 168,462 Mutual funds - 166,851 49,190 - 10,833 24,101 250,975 Loans to partici- pants - - - - - - $16,812 16,812 --------------------------------------------------------------------- Total assets 156,766 167,378 49,325 228,660 10,858 24,225 16,812 654,024 LIABILITIES Accrued expenses - - - 326 - - - 326 ===================================================================== Master Trust net assets $156,766 $167,378 $49,325 $228,334 $10,858 $24,225 $16,812 $653,698 ===================================================================== Portion of Master Trust allocable to the Plan $ 6,781 $ 46,730 $13,163 $132,326 $ 2,084 $ 6,497 $ 8,335 $215,916 Percent 4% 28% 27% 58% 19% 27% 49% 33%
F-8 F-9 Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 3. Commingled Master Trust Investments (continued)
Small Capi- Inter- tali- Diver- Bal- nation- za- Rey- sified anced Inter- al tion nolds Equi- Invest- est Equi- Equi- Stock ties ment Income ties ties Loan Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------- MASTER TRUST NET ASSETS- 1997 ASSETS Accrued income $1,082 $ 1,082 Cash and cash equiva- lents 2,247 $ 47 $ 11 $ 40,726 $ 6 $ 25 43,062 Contri- butions recei- vable 598 195 215 671 79 56 $ 13 1,827 Invest- ments: Common stock 189,068 - - - - - - 189,068 Invest- ments con- tracts - - - 195,952 - - - 195,952 Mutual funds - 131,723 46,727 - 10,219 34,639 - 223,308 Loans to par- tici- pants - - - - - - 19,962 19,962 --------------------------------------------------------------------- Master Trust net assets $192,995 $131,965 $46,953 $237,349 $10,304 $34,720 $19,975 $674,261 ===================================================================== Portion of Master Trust alloca- ble to the Plan $ 7,711 $ 34,779 $12,512 $140,055 $ 1,976 $10,151 $ 9,132 $216,316 Percent 4% 26% 26% 59% 19% 29% 46% 32%
F-9 F-10 Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 3. Commingled Master Trust Investments (continued)
Small Capi- Inter- tali- Diver- Bal- nation- za- Rey- sified anced Inter- al tion nolds Equi- Invest- est Equi- Equi- Stock ties ment Income ties ties Loan Fund Fund Fund Fund Fund Fund Fund Total --------------------------------------------------------------------- CHANGES IN MASTER TRUST NET ASSETS -1998 Additions: Contri- butions from plans $ 10,304 $ 14,637 $ 5,513 $ 22,443 $ 1,635 $ 4,890 $ 59,422 Net rea- lized and un- realized appre- ciation (depre- ciation) of in- vest- ments (21,074) 34,080 3,896 - 1,237 (4,655) 13,484 Interest and divi- dends 4,201 2,129 1,533 14,282 228 403 $1,577 24,353 --------------------------------------------------------------------- (6,569) 50,846 10,942 36,725 3,100 638 1,577 97,259 --------------------------------------------------------------------- Deductions: Distri- butions to plans 25,115 22,837 7,644 53,358 1,297 3,760 3,811 117,822 Admini- strative expenses - - - - - - - - --------------------------------------------------------------------- 25,115 22,837 7,644 53,358 1,297 3,760 3,811 117,822 Interfund transfers -net (4,545) 7,404 (926) 7,618 (1,249) (7,373) (929) - --------------------------------------------------------------------- Net addi- tions (deduc- tions) (36,229) 35,413 2,372 (9,015) 554 (10,495) (3,163) (20,563) Master Trust net assets at be- ginning of period 192,995 131,965 46,953 237,349 10,304 34,720 19,975 674,261 --------------------------------------------------------------------- Master Trust net assets at end of period $156,766 $167,378 $49,325 $228,334 $10,858 $24,225 $16,812 $653,698 ===================================================================== F-10 F-11 Reynolds Metals Company Savings Plan for Hourly Employees Notes to Financial Statements (continued) 4. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:
December 31 1998 1997 ---------------------- Net assets available for plan benefits per the financial statements $215,916 $216,316 Amounts allocated to withdrawn participants - (374) ---------------------- Net assets available for plan benefits per the Form 5500 $215,916 $215,942 ======================
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:
December 31 1998 ------------- Benefits paid to participants per the financial statements $49,765 Add: Amounts allocated on Form 5500 to withdrawn participants in the current year - Less: Amounts allocated on Form 5500 to withdrawn participants in the prior year (374) ------------- Benefits paid to participants per the Form 5500 $49,391 =============
5. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated February 20, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Company has indicated that it will take the necessary steps, if any, to maintain the Plan's qualified status. F-11 F-12 Supplemental Schedule F-12 F-13 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *McGregor, $ 2,000 $ 177 $108 $1,774 Date of making $ 139 $ 63 Susan 9/22/97, 9.50%, matures 10/24/02, collateralized by participant's account, no terms renegotiated *Glasser, 15,000 1,259 502 8,765 Date of making 2,576 635 Robert 10/1/95, 10.00%, matures 9/29/00, collateralized by participant's account, no terms renegotiated *Goodspeed, 2,000 - - 1,013 Date of making 654 92 Larry 10/1/94, 8.75%, matures 9/24/99, collateralized by participant's account, no terms renegotiated *Nash, 2,000 - - 1,332 Date of making 900 108 Henry 6/21/96, 9.25%, matures 7/29/99, collateralized by participant's account, no terms renegotiated *Jarrell, 2,200 - 11 1,837 Date of making 564 199 Gary 6/21/96, 9.25%, matures 7/26/01, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-13 F-14 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations (continued) As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *Pitts, $1,000 - - $1,000 Date of making $ 57 $ 24 Shannon 9/25/98, 9.50%, matures 9/19/02, collateralized by participant's account, no terms renegotiated *Lewis Jr., 6,000 - $ 29 5,781 Date of making 1,143 554 Lester 6/24/97, 9.50%, matures 7/25/02, collateralized by participant's account, no terms renegotiated *Holmes, 1,000 - 19 791 Date of making 248 82 Patricia 5/28/96, 9.25%, matures 5/24/01, collateralized by participant's account, no terms renegotiated *James Jr., 3,500 $ 8 120 2,275 Date of making 1,643 186 Theodore 6/4/96, 9.25%, matures 6/23/99, collateralized by participant's account, no terms renegotiated *Young, 2,000 1 131 1,712 Date of making 908 162 Velton 12/19/96, 9.25%, matures 1/27/00, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-14 F-15 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations (continued) As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *Michnick, $2,000 - - $2,000 Date of making $1,645 $204 Thomas 3/31/97, 9.25%, matures 4/29/99, collateralized by participant's account, no terms renegotiated *Fraley, 2,500 $106 - 980 Date of making 980 187 Charles 12/1/95, 9.75%, matures 12/5/97, collateralized by participant's account, no terms renegotiated *Young, 6,300 79 $73 5,815 Date of making 994 470 Ricky 7/14/97, 9.50%, matures 7/25/02, collateralized by participant's account, no terms renegotiated *Brewer, 6,800 89 74 5,791 Date of making 1,126 448 Ricky 2/11/97, 9.25%, matures 2/21/02, collateralized by participant's account, no terms renegotiated *Dupree, 9,000 316 33 1,147 Date of making 1,147 75 John 7/1/94, 7.25%, matures 7/24/98, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-15 F-16 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations (continued) As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *Tidwell, $8,000 - - $8,000 Date of making $1,862 $782 Nathan 10/28/97, 9.25%, matures 11/22/01, collateralized by participant's account, no terms renegotiated *Preseley, 4,400 - - 2,594 Date of making 2,594 635 David 11/1/93, 7.00%, matures 3/13/98, collateralized by participant's account, no terms renegotiated *Lyons Jr., 5,900 $ 31 $256 4,364 Date of making 1,938 541 Willie 10/1/95, 9.75%, matures 9/29/00, collateralized by participant's account, no terms renegotiated *Ogletree, 8,300 457 266 7,843 Date of making 630 315 Bobby 1/23/98, 9.50%, matures 2/20/03, collateralized by participant's account, no terms renegotiated *Jordan, 2,900 623 113 1,944 Date of making 814 85 Cynthia 9/3/97, 9.50%, matures 9/23/99, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-16 F-17 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations (continued) As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *Malone, $1,500 $145 $ 37 $1,355 Date of making $ 314 $ 65 Deloris 1/20/98, 9.50%, matures 8/24/00, collateralized by participant's account, no terms renegotiated *Gray, 2,900 320 121 1,804 Date of making 235 63 Jerry 5/10/96, 9.25%, matures 5/24/01, collateralized by participant's account, no terms renegotiated *Griffin, 2,000 7 24 2,129 Date of making 63 156 Jerry 11/13/97, 9.25%, matures 1/12/02, collateralized by participant's account, no terms renegotiated *Jenkins, 5,500 - - 2,646 Date of making 2,594 206 Bobby 11/1/93, 7.00%, matures 1/8/99, collateralized by participant's account, no terms renegotiated *Carter, 2,000 - 19 2,000 Date of making 419 219 Charles 9/18/97, 9.50%, matures 9/19/02, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-17 F-18 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations (continued) As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *Staten $ 1,500 46 14 $ 1,344 Date of making $1,344 $135 Jr., Travis 10/28/97, 9.50%, matures 11/26/98, collateralized by participant's account, no terms renegotiated *Jones, 1,700 - 8 1,700 Date of making 102 80 Gareth 6/23/98, 9.50%, matures 7/24/03, collateralized by participant's account, no terms renegotiated *Bottoms, 12,900 176 196 10,034 Date of making 2,231 785 Jackie 9/19/96, 9.50%, matures 9/20/01, collateralized by participant's account, no terms renegotiated *McClure, 5,000 - 24 5,000 Date of making 536 339 Joe 4/3/98, 9.50%, matures 4/24/03, collateralized by participant's account, no terms renegotiated *Savage, 6,000 - - 3,025 Date of making 2,095 233 Franklin 6/1/94, 7.25%, matures 8/27/99, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-18 F-19 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations (continued) As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *Munoz, $18,000 $599 $276 $10,837 Date of making $3,062 $773 Olga 11/1/95, 9.75%, matures 11/3/00, collateralized by participant's account, no terms renegotiated *Garza, 1,900 - - 959 Date of making 905 78 Guillermo 11/1/93, 7.00%, matures 2/5/99, collateralized by participant's account, no terms renegotiated *Spears, 1,000 - - 760 Date of making 437 100 Larry 10/1/94, 8.25%, matures 5/19/00, collateralized by participant's account, no terms renegotiated *Minor, 4,000 - - 3,380 Date of making 1,079 386 Claudius 7/15/96, 9.25%, matures 7/26/01, collateralized by participant's account, no terms renegotiated *Mendiola, 1,400 - - 945 Date of making 945 233 Rene 7/1/95, 10.00%, matures 9/18/98, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-19 F-20 Reynolds Metals Company Savings Plan for Hourly Employees Line 27b - Schedule of Loans or Fixed Income Obligations (continued) As of December 31, 1998
Detailed descrip- tion of loan including dates of making and maturity, Amount received interest rate, the during type and value of Amount reporting year collateral, any re- overdue --------------- negotiation of the --------------- Original Unpaid loan and the terms Identity Amount Balance of the renegotia- of of Prin- Inter- at end tion, and other Prin- Obligor Loan cipal est of year material items cipal Interest - ------------------------------------------------------------------------------- *Jones, $17,000 $247 $409 $15,190 Date of making $3,512 $1,442 Gerald 2/5/97, 9.25%, matures 2/21/02, collateralized by participant's account, no terms renegotiated *Zamora, 1,300 - - 523 Date of making 495 35 Pete 2/1/94, 7.00%, matures 1/29/99, collateralized by participant's account, no terms renegotiated *Fittro, 5,000 - - 4,261 Date of making 1,960 503 Harold 8/13/96, 9.25%, matures 8/24/00, collateralized by participant's account, no terms renegotiated *Cooper, 6,400 590 122 2,592 Date of making 836 124 Loretta 3/1/95, 9.50%, matures 2/25/00, collateralized by participant's account, no terms renegotiated * A party-in-interest as defined by ERISA.
F-20 INDEX TO EXHIBITS Exhibit A Consent of Ernst & Young LLP, Independent Auditors EXHIBIT A CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-66032) pertaining to the Reynolds Metals Company Savings Plan for Hourly Employees and in the related Prospectus of our report dated June 18, 1999, with respect to the financial statements and schedule of the Reynolds Metals Company Savings Plan for Hourly Employees included in this Annual Report (Form 11-K) for the year ended December 31, 1998. /s/ Ernst & Young LLP Richmond, Virginia June 18, 1999 -----END PRIVACY-ENHANCED MESSAGE-----