SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-1430
REYNOLDS METALS COMPANY
A Delaware Corporation
(I.R.S. Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone Number (804) 281-2000
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No ___
As of July 29, 1994, the Registrant had 62,011,597 shares of Common Stock,
no par value, outstanding and entitled to vote.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
____________________________________________________________________________________________________
Reynolds Metals Company
Quarter ended Six months ended
June 30 June 30
____________________________________________________________________________________________________
(In millions, except per share amounts) 1994 1993 1994 1993
____________________________________________________________________________________________________
Revenues
Net sales $1,455.0 $1,356.0 $2,708.9 $2,586.7
Equity, interest and other income 4.8 5.5 12.0 11.7
____________________________________________________________________________________________________
1,459.8 1,361.5 2,720.9 2,598.4
____________________________________________________________________________________________________
Costs and expenses
Cost of products sold 1,310.0 1,262.2 2,476.2 2,418.2
Selling, administrative and general expenses 93.9 95.1 185.3 186.1
Interest - principally on long-term obligations 37.7 39.9 74.1 80.9
____________________________________________________________________________________________________
1,441.6 1,397.2 2,735.6 2,685.2
____________________________________________________________________________________________________
Income (loss) before income taxes 18.2 (35.7) (14.7) (86.8)
Taxes on income (credit) 6.3 (12.9) (5.5) (31.3)
____________________________________________________________________________________________________
Net income (loss) $11.9 $(22.8) $(9.2) $(55.5)
====================================================================================================
Income (loss) per common share
Average shares outstanding 62.0 59.8 61.5 59.8
Net income (loss) $0.05 $(0.38) $(0.41) $(0.93)
Cash dividends per common share $0.25 $0.25 $0.50 $.70
____________________________________________________________________________________________________
Preferred dividend requirements deducted in
calculating income (loss) per share $9.1 - $15.9 -
Depreciation and amortization included in costs and
expenses $71.6 $71.7 $143.0 $142.8
/TABLE
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
____________________________________________________________________________________________________
Reynolds Metals Company
June 30 December 31
____________________________________________________________________________________________________
(In millions) 1994 1993
____________________________________________________________________________________________________
ASSETS
Current assets
Cash, cash equivalents and short-term investments $141.3 $19.2
Receivables, less allowances of $17.8
(1993 - $16.7) 895.0 794.2
Inventories 837.6 731.8
Prepaid expenses 49.6 44.8
____________________________________________________________________________________________________
Total current assets 1,923.5 1,590.0
Unincorporated joint ventures and associated companies 840.4 832.5
Property, plant and equipment 6,199.1 6,093.1
Less allowances for depreciation and amortization 3,093.1 3,011.9
____________________________________________________________________________________________________
3,106.0 3,081.2
Deferred taxes and other assets 1,327.9 1,204.9
____________________________________________________________________________________________________
Total assets $7,197.8 $6,708.6
====================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, accrued and other liabilities $1,093.0 $979.9
Short-term obligations 119.0 158.4
Long-term debt 33.4 42.6
____________________________________________________________________________________________________
Total current liabilities 1,245.4 1,180.9
Long-term debt 1,922.9 1,989.6
Postretirement benefits 1,214.6 1,260.9
Environmental, deferred taxes and other liabilities 670.0 654.3
Stockholders' equity
Preferred stock 505.1 -
Common stock 861.0 784.2
Retained earnings 897.9 953.8
Cumulative currency translation adjustments (53.9) (49.9)
Pension liability adjustment (65.2) (65.2)
____________________________________________________________________________________________________
Total stockholders' equity 2,144.9 1,622.9
____________________________________________________________________________________________________
Total liabilities and stockholders' equity $7,197.8 $6,708.6
====================================================================================================
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
____________________________________________________________________________________________________
Reynolds Metals Company
Six Months Ended
June 30
____________________________________________________________________________________________________
(In millions) 1994 1993
____________________________________________________________________________________________________
Operating activities
Net loss $(9.2) $(55.5)
Adjustments to reconcile to net cash provided by
(used in) operating activities:
Depreciation and amortization 143.0 142.8
Changes in operating assets, liabilities and other (72.7) (91.8)
____________________________________________________________________________________________________
Net cash provided by (used in) operating activities 61.1 (4.5)
Investing activities
Capital investments (175.6) (130.5)
Purchases of short- and long-term investments (138.7) -
Other investing activities - net (52.2) 25.0
____________________________________________________________________________________________________
Net cash used in investing activities (366.5) (105.5)
Financing activities
Proceeds from preferred stock issue 505.1 -
Proceeds from long-term obligations - 519.8
Increase (decrease) in short-term borrowings (56.7) 44.5
Reduction of long-term debt and other financing liabilities (52.2) (423.1)
Cash dividends paid (22.1) (26.9)
____________________________________________________________________________________________________
Net cash provided by financing activities 374.1 114.3
Cash and cash equivalents
Net increase 68.7 4.3
At beginning of period 19.2 80.4
____________________________________________________________________________________________________
Cash and cash equivalents at end of period 87.9 84.7
Short-term investments at end of period 53.4 -
____________________________________________________________________________________________________
Cash, cash equivalents and short-term
investments at end of period $141.3 $84.7
====================================================================================================
/TABLE
REYNOLDS METALS COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 1994 and 1993
Note A - Basis of presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the interim periods of 1994 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1994.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for
the year ended December 31, 1993.
Note B - Significant Accounting Policies
Earnings per share
Earnings per share is based on the average number of common shares
outstanding and, in the 1994 periods, is after preferred stock dividend
requirements. Common stock equivalents relating to preferred stock are not
included since their effect would be anti-dilutive.
Note C - Financing arrangements
In the second quarter of 1994, the Company replaced $490 million of
revolving credit facilities with a new $500 million revolving credit
facility which expires in 1999. No amounts were outstanding under the new
facility at June 30, 1994. The Company pays a commitment fee of .20% per
year on the unused portion of the facility. The facility contains
requirements which, among other things, provide for compliance with a long-
term debt-to-equity ratio, as defined. These restrictions do not inhibit
the Company's operations or the use of fixed assets. At June 30, 1994, the
Company exceeded all such requirements.
Note D - Preferred stock
In the first quarter of 1994, the Company issued 11,000,000 shares of 7%
PRIDES (SM), Convertible Preferred Stock for $47.25 (stated value) per
share. The PRIDES mature on December 31, 1997, at which time they
mandatorily convert into shares of the Company's common stock on a one for
one basis. Dividends are cumulative from the date of issuance and are
payable quarterly in arrears. Holders may convert each share of PRIDES
into 0.82 shares of common stock (to be adjusted under certain
circumstances) at any time prior to December 31, 1997. The Company has the
option of redeeming the PRIDES at any time on or after December 31, 1996,
for common stock having a fair market value equal to the issue price plus
accrued dividends plus a small premium. The redemption price will in no
event be less than 0.82 shares of common stock per share of PRIDES. The
holders of shares of PRIDES have the right with the holders of common stock
to vote in the election of Directors and upon each other matter coming
before any meeting of the holders of common stock on the basis of 4/5 of a
vote for each share of PRIDES.
Note E - Contingent liabilities
As previously disclosed in the Company's annual report on Form 10-K for the
year ended December 31, 1993, the Company is involved in various worldwide
environmental improvement activities resulting from past operations,
including designation as a potentially responsible party, with others, at
various EPA designated Superfund sites. The Company has recorded amounts
which, in management's best estimate, will be sufficient to satisfy
anticipated costs of known remediation requirements. As a result of
factors such as the continuing evolution of environmental laws and
regulatory requirements, the availability and application of technology,
the identification of presently unknown remediation sites and the
allocation of costs among potentially responsible parties, estimated costs
for future environmental compliance and remediation are necessarily
imprecise. Based upon information presently available, such future costs
are not expected to have a material adverse effect on the Company's
competitive or financial position or its ongoing results of operations.
However, such costs could be material to future quarterly or annual results
of operations.
Note F - Canadian Reynolds Metals Company, Limited
Summarized financial information for Canadian Reynolds Metals Company,
Limited is as follows:
Quarter Ended Six Months Ended
June 30 June 30
____________________________________
1994 1993 1994 1993
____________________________________
Net Sales:
Customers $92.3 $79.0 $165.4 $148.2
Parent company 114.3 75.1 230.1 170.8
____________________________________
206.6 154.1 395.5 319.0
Cost of products sold
and depreciation 187.8 157.2 368.4 321.4
Net income (loss) $1.0 $(6.0) $6.2 $(20.0)
Note F - Canadian Reynolds Metals Company, Limited (continued)
June 30 December 31
1994 1993
______________________________
Current assets $155.2 $146.9
Noncurrent assets 1,031.1 1,056.1
Current liabilities (85.5) (99.8)
Noncurrent liabilities (536.7) (540.7)
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION A
RESULTS OF OPERATIONS
INTRODUCTION
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto included in or
referred to in this report.
RESULTS OF OPERATIONS
Shipments and Revenues
Shipments, net sales and revenues per pound for the second quarter
and six months of 1994 and 1993 were as follows (metric tons in thousands
and dollars in millions, except per pound amounts):
Second Quarter Six Months
1994 1993 1994 1993
_________________________________________________
Aluminum product shipments 405.8 386.7 751.2 738.6
Net sales:
Aluminum $1,127.3 $1,027.5 $2,052.7 $1,958.6
Nonaluminum 327.7 328.5 656.2 628.1
_________________________________________________
Total $1,455.0 $1,356.0 $2,708.9 $2,586.7
=================================================
Revenues per pound:
Fabricated aluminum products $1.45 $1.46 $1.42 $1.46
Primary aluminum $0.66 $0.55 $0.64 $0.56
Record shipments in the second quarter of 1994 contributed to
increased shipments in the six months of 1994 over the 1993 period and
reflected the continuing recovery in major global economies, particularly
in the U.S. and Europe. The increase in shipments was also attributable to
acquisitions partially offset by restructuring activities. Higher
shipments for cans and ends (due principally to acquisitions) were
partially offset by lower shipments of can sheet (due to greater internal
consumption to support higher can production) and other aluminum sheet (due
to the restructuring of the Company's Illinois sheet and plate facility).
The increase in net sales in both 1994 periods primarily reflects
the increase in shipping volume for fabricated aluminum products. The
increase in nonaluminum net sales in the six month period of 1994 was due
to higher sales of gold and packaging products partially offset by lower
sales of alumina.
Shipments and Revenues (continued)
Low prices for aluminum products continue to weigh heavily on the
Company's results. Realized prices for most fabricated aluminum products
were lower in the 1994 periods, particularly for cans and can sheet. The
overall average realized price for fabricated products in the 1994 periods
benefitted from a shift in mix toward higher value-added products.
Realized prices for primary aluminum were higher in the 1994 periods due to
current and anticipated improvement in the world supply/demand balance.
Revenues by principal markets were:
Second Quarter Six Months
1994 1993 1994 1993
-------------- -----------
Packaging & Containers 47% 44 % 46% 44%
Distributors and Fabricators 12 13 12 14
Building and Construction 13 13 12 12
Automotive and Transportation 11 12 11 12
Electrical 3 3 3 3
Other 14 15 16 15
________________________________
Total 100% 100 % 100% 100%
===============================
For further information concerning shipments and revenues, see the
discussion under "Segment Analysis".
Costs and Expenses
Cost of products sold in the 1994 periods was favorably impacted by
performance improvement programs, including the effects of restructuring,
and lower costs for certain raw materials used in the production of primary
aluminum. These benefits were offset by a shift in product mix to higher
value-added products and the negative effects of ongoing fixed costs
related to the temporary curtailments at primary aluminum and alumina
facilities.
The decline in interest expense in both 1994 periods was due
primarily to lower levels of debt outstanding and, in the six month period,
to lower interest rates.
On a quarterly basis, the Company evaluates the status of all
significant existing or potential environmental issues, develops or revises
estimates of costs to satisfy known remediation requirements and adjusts
its accruals accordingly. Based upon information presently available, such
future costs are not expected to have a material adverse effect on the
Company's competitive or financial position or its ongoing results of
operations. However, it is not possible to predict the amount or timing of
future costs of environmental remediation requirements which may
subsequently be determined. Such costs could be material to future
quarterly or annual results of operations.
Operating Outlook
The Company expects major global economies to continue to recover
and demand for the Company's fabricated aluminum products to improve.
Prices for most fabricated aluminum products are showing signs of
stabilizing and should improve with stronger demand. This, combined with
the benefits from ongoing cost reduction programs and continuing
contributions from previously announced acquisitions and restructuring
activities, should provide improved financial performance for the remainder
of the year.
SEGMENT ANALYSIS
Finished Products and Other Sales
Shipments and net sales to customers for this category for the
second quarter and six months of 1994 and 1993 were as follows (metric tons
in thousands, dollars in millions):
SECOND QUARTER
_________________________________________
Net Sales Shipments
1994 1993 1994 1993
_________________________________________
Packaging and containers:
Aluminum $425.9 $324.1 97.4 68.8
Nonaluminum 127.7 123.5
Other aluminum 106.1 90.5 36.0 30.8
Other nonaluminum 101.5 98.9
_________________________________________
$761.2 $637.0 133.4 99.6
=========================================
SIX MONTHS
-----------------------------------------
Net Sales Shipments
1994 1993 1994 1993
-----------------------------------------
Packaging and containers:
Aluminum $763.1 $594.8 173.2 124.3
Nonaluminum 249.0 234.9
Other aluminum 197.7 174.9 69.0 59.8
Other nonaluminum 211.5 192.3
-------------------------------------------
$1,421.3 $1,196.9 242.2 184.1
===========================================
The increase in shipments in both 1994 periods was due primarily to higher
shipments of cans and ends. The increase in other aluminum shipments was
due to higher shipments to the distributor and building and construction
markets. Net sales increased due to the higher shipping volume somewhat
offset by lower realized prices. The increase in nonaluminum net sales was
due to higher sales to the packaging, distributor and building and
construction markets.
SEGMENT ANALYSIS (continued)
Production and Processing
Shipments and net sales to customers for this category for the
second quarter and six months of 1994 and 1993 were as follows (metric tons
in thousands, dollars in millions):
SECOND QUARTER
_________________________________________
Net Sales Shipments
1994 1993 1994 1993
_________________________________________
Primary aluminum $103.2 $90.0 71.2 73.6
Flat rolled 240.5 286.1 104.8 119.9
Extruded and drawn 153.7 137.5 55.5 46.8
Other aluminum 97.9 99.3 40.9 46.8
Other nonaluminum 61.4 73.9
Gold 37.1 32.2
_________________________________________
$693.8 $719.0 272.4 287.1
=========================================
SIX MONTHS
----------------------------------------
Net Sales Shipments
1994 1993 1994 1993
----------------------------------------
Primary aluminum $177.1 $179.2 126.2 144.2
Flat rolled 457.2 558.4 203.0 232.2
Extruded and drawn 285.0 263.4 107.2 89.7
Other aluminum 172.6 187.9 72.6 88.4
Other nonaluminum 124.0 143.0
Gold 71.7 57.9
------------------------------------------
$1,287.6 $1,389.8 509.0 554.5
==========================================
The decline in shipments in both 1994 periods was due to lower shipments of
can sheet (due to greater internal consumption to support higher can
production) and other aluminum sheet products (due to the restructuring of
the Company's Illinois sheet and plate facility), somewhat offset by higher
fabricated shipments by European subsidiaries. Shipments of other aluminum
products were lower due to the divestiture of an aluminum reclamation
facility in the second quarter of 1993. The decline in net sales reflects
the lower shipping volume and lower realized prices for fabricated aluminum
products, somewhat offset by higher realized prices for primary aluminum.
The decline in nonaluminum net sales was due to lower sales of alumina.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
Working capital totalled $678 million at June 30, 1994, compared to
$409 million at December 31, 1993. The ratio of current assets to current
liabilities was 1.5/1 at June 30, 1994, compared to 1.3/1 at December 31,
1993. The increase in working capital was due to increases in cash, cash
equivalents and short-term investments, receivables and inventories,
partially offset by an increase in accounts payable, accrued and other
liabilities. Receivables reflect the growth in sales. Inventories are up
to meet seasonal demand. Investments have risen due to the investment of a
portion of the proceeds from the issuance of preferred stock in early 1994
(see below).
In addition to the amount in cash, cash equivalents and short-term
investments, the Company has $85.3 million of long-term investments.
Operating Activities
Net cash provided by operating activities was used for investing
and financing activities.
Investing Activities
Capital investments in the first six months of 1994 consisted of
the acquisition of Bev-Pak, Inc., a midwestern U.S. manufacturer of
aluminum cans and ends, as discussed below, modernization and expansion at
our can manufacturing facilities, and various equipment upgrades.
The Company acquired Bev-Pak, Inc. in the second quarter of 1994.
This acquisition increases the Company's U.S. aluminum can-making capacity
from over 16 billion to approximately 19 billion annually. This addition
strengthens the Company's can manufacturing position in the Midwest and
complements its current capabilities.
Financing Activities
In the first quarter of 1994, the Company issued 11 million shares
of 7% PRIDES, Convertible Preferred Stock for $47.25 (stated value) per
share. The Company received net proceeds of $505 million. A portion of
the proceeds was used to fund capital investments in the first six months
of 1994 and to repay obligations incurred in the fourth quarter of 1993 in
connection with the acquisition of Miller Brewing Company's can plants.
The remainder of the proceeds is being invested pending its future use for
capital expenditures, strategic investments and general corporate purposes.
In the first quarter of 1994, the Company contributed 1.4 million
shares of its common stock, valued at approximately $72 million, to its
pension plans.
Financing Activities (continued)
In the second quarter of 1994, the Company replaced $490 million of
revolving credit facilities with a new $500 million revolving credit
facility which expires in 1999. The new facility will be used to support
the Company's commercial paper program and will be available for other
general corporate purposes.
Financial Outlook
Capital investments in 1994 are expected to be approximately $500
million. They will consist of modernization and expansion of can
manufacturing operations (including participation in the construction of
can plants, as discussed below), the acquisition of a metals distribution
business and equipment upgrades at a number of other facilities. The
Company also plans to purchase and renovate a facility in Beloit, Wisconsin
for the production of aluminum wheels, which is expected to start up in the
second quarter of 1995. These investments will be funded with cash
generated from operations, proceeds from the sale of non-core assets (in-
cluding the sale of our interest in the Boddington Gold Mine, as discussed
below), and part of the proceeds from the preferred stock issue.
In the second quarter of 1994, the Company announced plans to
participate in the construction of can plants in Argentina and Saudi
Arabia. The Company will own 42.5% of the Argentinean can plant, which
will have an annual capacity of 750 million cans and is expected to be
completed in late 1996. The Company will own 27.5% of the Saudi Arabian
can plant, which will have an annual capacity of 1.2 billion cans and is
expected to be completed in early 1996.
In the third quarter of 1994, the Company completed the sale of
Reynolds Australia Metals, Ltd., which holds a 40 percent interest in the
Boddington Gold Mine, to a subsidiary of Poseidon Gold Limited, which
resulted in a gain. Proceeds from the transaction, which include a closing
payment of approximately $115 million and delivery of a total of 30,000
ounces of gold over seven years, were used to extinguish the Company's term
loan agreement ($82 million) and the remainder is being invested pending
its future use for capital expenditures, strategic investments and general
corporate purposes.
The Company believes its available financial resources (including
cash and investments of over $200 million), together with internally
generated funds, are sufficient to meet its business needs at the present
time and for the foreseeable future. The Company continues to exceed the
financial ratio requirements contained in its financing arrangements and
expects to do so for the foreseeable future. At June 30, 1994, $222
million of the Company's $1.65 billion shelf registration remained
available for the issuance of debt securities.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
As previously reported in the Registrant's Report on Form 10-K for the
Year ended December 31, 1993, on July 29, 1992, the U.S. Environmental
Protection Agency (the "EPA") filed an administrative complaint against the
Registrant alleging paperwork violations and failure to determine whether
certain materials in storage constituted hazardous wastes under the federal
Resource Conservation and Recovery Act and state hazardous waste
regulations at the Registrant's Longview, Washington primary aluminum
production plant. The EPA sought $296,000 in civil penalties. Based on
the Registrant's response to the complaint, the EPA dropped certain claims
and amended others. The parties have agreed to a settlement of the matter
under which the Registrant will pay a penalty of $11,250 and install
certain parts washing stations that would result in a reduction in the
generation of solvent wastes at the Longview plant. The parties are final-
izing the settlement.
The sale of Reynolds Australia Metals, Ltd. was completed in the third
quarter of 1994 following the favorable disposition of related legal
proceedings discussed in the Registrant's Report on Form 10-K for the Year
ended December 31, 1993 under the caption "Raw Materials and Precious
Metals - Precious Metals" in Item 1 thereof. See the discussion of the
sale under the caption "Financial Outlook" in Part I, Item 2 of this
report.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
See Index to Exhibits.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the second quarter
of 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report 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
(Principal Accounting Officer)
DATE: August 12, 1994
INDEX TO EXHIBITS
EXHIBIT SEQUENTIAL
NO. DESCRIPTION OF EXHIBIT PAGE NO.
2 None
*4.1 Restated Certificate of Incorporation of Reynolds
Metals Company, as amended to the date hereof. (File
No. 1-1430, Registration Statement on Form 8-A dated
February 23, 1994, pertaining to Common Stock and
Preferred Stock Purchase Rights, EXHIBIT 1)
4.2 By-Laws of Reynolds Metals Company, as amended
to the date hereof
*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))
*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)
*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)
*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)
*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)
*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)
*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)
*4.10 Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report, EXHIBIT
4.15)
*4.11 Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.16)
*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))
*4.13 Articles of Continuance of Canadian Reynolds
Metals Company, Limited -- Societe Canadienne de
Metaux Reynolds, Limitee ("CRM"), as amended to
the date hereof. (Registration Statement No.
33-59168 on Form S-3, dated March 5, 1993,
EXHIBIT 4.1)
*4.14 By-Laws of CRM, as amended to the date hereof.
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended September 30, 1993, EXHIBIT 4.19)
*4.15 Indenture dated as of April 1, 1993 among CRM,
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))
*4.16 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))
*10.1 Reynolds Metals Company 1982 Nonqualified Stock
Option Plan, as amended through May 17, 1985.
(File No. 1-1430, 1985 Form 10-K Report, EXHIBIT
10.2)
*10.2 Reynolds Metals Company 1987 Nonqualified Stock
Option Plan. (Registration Statement No.
33-13822 on Form S-8, dated April 28, 1987,
EXHIBIT 28.1)
*10.3 Reynolds Metals Company 1992 Nonqualified Stock
Option Plan. (Registration Statement No. 33-
44400 on Form S-8, dated December 9, 1991,
EXHIBIT 28.1)
*10.4 Reynolds Metals Company Performance Incentive
Plan, as amended and restated effective January
1, 1985. (File No. 1-1430, 1985 Form 10-K
Report, EXHIBIT 10.3)
*10.5 Consulting Agreement dated April 16, 1986
between Reynolds Metals Company and David P.
Reynolds. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended March 31, 1986, EXHIBIT
19)
*10.6 Form of Deferred Compensation Agreement dated
February 17, 1984 between Reynolds Metals
Company and David P. Reynolds. (File No. 1-
1430, Form 10-Q Report for the Quarter Ended
March 31, 1994, EXHIBIT 10.6)
*10.7 Deferred Compensation Agreement dated May 16,
1986 between Reynolds Metals Company and David
P. Reynolds. (File No. 1-1430, Form 10-Q Report
for the Quarter Ended June 30, 1986, EXHIBIT 19)
*10.8 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)
*10.9 Supplemental Death Benefit Plan for Officers.
(File No. 1-1430, 1986 Form 10-K Report, EXHIBIT
10.8)
*10.10 Financial Counseling Assistance Plan for
Officers. (File No. 1-1430, 1987 Form 10-K
Report, EXHIBIT 10.11)
*10.11 Management Incentive Deferral Plan. (File No.
1-1430, 1987 Form 10-K Report, EXHIBIT 10.12)
*10.12 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)
*10.13 Retirement Plan for Outside Directors. (File No.
1-1430, 1986 Form 10-K Report, EXHIBIT 10.10)
*10.14 Death Benefit Plan for Outside Directors. (File
No. 1-1430, 1986 Form 10-K Report, EXHIBIT
10.11)
*10.15 Form of Indemnification Agreement for Directors
and Officers. (File No. 1-1430, Form 8-K Report
dated April 29, 1987, EXHIBIT 28.3)
*10.16 Form of Executive Severance Agreement between
Reynolds Metals Company and key executive
personnel, including each of the individuals
listed in Item 4A of the Reynolds Metals Company
1993 Form 10-K Report (other than Messrs.
Christino, Earehart, Jones and Leahey). (File
No. 1-1430, 1987 Form 10-K Report, EXHIBIT
10.18)
*10.17 Renewal dated February 21, 1992 of Consulting
Agreement dated April 16, 1986 between Reynolds
Metals Company and David P. Reynolds. (File No.
1-1430, 1991 Form 10-K Report, EXHIBIT 10.19)
*10.18 Amendment to Reynolds Metals Company 1987 No-
nqualified 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))
*10.19 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))
*10.20 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)
*10.21 Amendment to Reynolds Metals Company Performance
Incentive Plan effective January 1, 1989. (File
No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1989, EXHIBIT 19)
*10.22 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)
*10.23 Amendment to Reynolds Metals Company 1982
Nonqualified Stock Option Plan effective January
18, 1991. (File No. 1-1430, 1990 Form 10-K
Report, EXHIBIT 10.25)
*10.24 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)
*10.25 Letter Agreement dated January 18, 1991 between
Reynolds Metals Company and William O. Bourke.
(File No. 1-1430, 1990 Form 10-K Report, EXHIBIT
10.29)
*10.26 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))
*10.27 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))
*10.28 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)
*10.29 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)
10.30 Reynolds Metals Company New Management Incentive
Deferral Plan
10.31 Reynolds Metals Company Salary Deferral Plan for
Executives
10.32 Reynolds Metals Company Supplemental Long Term
Disability Plan for Executives
11 Computation of Earnings Per Share
15 None
18 None
19 None
22 Not applicable
23 None
24 None
27 Not applicable
___________________________
*Incorporated by reference.
Pursuant to Item 601 of Regulation S-K, certain instruments
with respect to long-term debt of Reynolds Metals Company (the
"Registrant") and its consolidated subsidiaries are omitted because
such debt does not exceed 10 percent of the total assets of the
Registrant and its subsidiaries on a consolidated basis. The
Registrant agrees to furnish a copy of any such instrument to the
Commission upon request.