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, 1995
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 31, 1995, the Registrant had 63,446,718 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) 1995 1994 1995 1994
_________________________________________________________________________________________
REVENUES
Net sales $1,864 $1,455 $3,515 $2,709
Equity, interest and other income 10 5 20 12
_________________________________________________________________________________________
1,874 1,460 3,535 2,721
_________________________________________________________________________________________
COSTS AND EXPENSES
Cost of products sold 1,560 1,311 2,952 2,477
Selling, administrative and general expenses 113 93 220 185
Interest - principally on long-term obligations 44 38 87 74
_________________________________________________________________________________________
1,717 1,442 3,259 2,736
_________________________________________________________________________________________
Income (loss) before income taxes 157 18 276 ( 15)
Taxes on income (credit) 46 6 83 ( 6)
_________________________________________________________________________________________
NET INCOME (LOSS) 111 12 193 ( 9)
Preferred stock dividends 9 9 18 16
_________________________________________________________________________________________
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS $ 102 $ 3 $ 175 ($ 25)
=========================================================================================
INCOME (LOSS) PER SHARE (Note B)
Average shares outstanding 73 62 73 61
Net income (loss) $1.51 $0.05 $2.64 ($0.41)
CASH DIVIDENDS PER COMMON SHARE $0.30 $0.25 $0.55 $0.50
_________________________________________________________________________________________
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
_________________________________________________________________________________________
Reynolds Metals Company
June 30 December 31
_________________________________________________________________________________________
(In millions) 1995 1994
_________________________________________________________________________________________
ASSETS
Current assets
Cash and cash equivalents $41 $308
Short-term investments 71 126
Receivables, less allowances of $21 (1994 - $19) 1,157 962
Inventories 1,042 873
Prepaid expenses 70 53
_________________________________________________________________________________________
Total current assets 2,381 2,322
Unincorporated joint ventures and associated companies 884 856
Property, plant and equipment 6,471 6,308
Less allowances for depreciation and amortization 3,326 3,200
_________________________________________________________________________________________
3,145 3,108
Deferred taxes and other assets 1,207 1,175
_________________________________________________________________________________________
Total assets $7,617 $7,461
=========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, accrued and other liabilities $1,198 $1,286
Short-term obligations 211 120
Long-term debt 19 18
_________________________________________________________________________________________
Total current liabilities 1,428 1,424
Long-term debt 1,868 1,848
Postretirement benefits 1,113 1,145
Environmental, deferred taxes and other liabilities 722 772
Stockholders' equity
Preferred stock 505 505
Common stock 918 870
Retained earnings 1,119 980
Cumulative currency translation adjustments (16) (43)
Pension liability adjustment (40) (40)
_________________________________________________________________________________________
Total stockholders' equity 2,486 2,272
_________________________________________________________________________________________
Total liabilities and stockholders' equity $7,617 $7,461
=========================================================================================
CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
_________________________________________________________________________________________
Reynolds Metals Company
Six months ended
June 30
_________________________________________________________________________________________
(In millions) 1995 1994
_________________________________________________________________________________________
OPERATING ACTIVITIES
Net income (loss) $193 ($9)
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization 153 143
Deferred taxes and other 24 21
Changes in operating assets and liabilities net of effects
from acquisitions and dispositions:
Accounts payable, accrued and other liabilities (116) 112
Receivables (187) (106)
Inventories (161) (93)
Other (87) (7)
_________________________________________________________________________________________
Net cash provided by (used in) operating activities ( 181) 61
INVESTING ACTIVITIES
Capital investments (210) (175)
Proceeds from sales of assets 28 14
Investments in debt securities - (139)
Maturities of investments in debt securities 54 -
Other investing activities - net (4) (66)
_________________________________________________________________________________________
Net cash used in investing activities (132) (366)
FINANCING ACTIVITIES
Proceeds from preferred stock issue - 505
Increase (decrease) in short-term borrowings 80 (57)
Cash dividends paid (49) (22)
Other financing activities - net 15 (52)
_________________________________________________________________________________________
Net cash provided by financing activities 46 374
CASH AND CASH EQUIVALENTS
Net increase (decrease) (267) 69
At beginning of period 308 19
_________________________________________________________________________________________
AT END OF PERIOD $ 41 $ 88
=========================================================================================
REYNOLDS METALS COMPANY AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 1995 and 1994
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 1995 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1995. 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, 1994.
Note B - Earnings per share
In the second quarter and six months of 1995, earnings per share equals net
income divided by the weighted-average number of common shares and common
share equivalents outstanding during the period. The number of common share
equivalents outstanding was based on the assumed conversion of the Company's
7% PRIDES(SM), Convertible Preferred Stock ("PRIDES"). In the second
quarter and six months of 1994, earnings per share equals net
income, minus PRIDES dividends, divided by the weighted-average number of
common shares outstanding during the period. Common share equivalents
relating to the PRIDES were not included in the second quarter and six
months of 1994 since their effect would have been anti-dilutive.
Note C - Financing Arrangements
In the first quarter of 1995, the Company amended its $500 million revolving
credit facility to extend the term and lower the cost. The expiration date
of the facility was extended from 1999 to 2000. The annual commitment fee
on the unused portion of the facility was lowered from .20% to .125%. No
amounts were outstanding under the facility at June 30, 1995.
Note D - Contingent liabilities
As previously disclosed in the Company's annual report on Form 10-K for the
year ended December 31, 1994, 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.
Various suits and claims are pending against the Company. In the opinion of
management, after consultation with counsel, disposition of these suits and
claims, either individually or in the aggregate, will not have a material
adverse effect on the Company's competitive or financial position or its
ongoing results of operations. No assurance can be given, however, that the
disposition of one or more of such suits or claims in a particular reporting
period will not be material in relation to the reported results for such
period.
Note E - Canadian Reynolds Metals Company, Limited
Summarized financial information for Canadian Reynolds Metals Company,
Limited is as follows:
Quarter ended June 30 Six Months ended June 30
______________________ ________________________
1995 1994 1995 1994
______________________ ________________________
Net Sales:
Customers $136 $93 $249 $166
Parent company 140 114 319 230
______________________ ________________________
276 207 568 396
Cost of products sold 178 188 393 368
Net income (loss) $59 $1 $109 $6
June 30 December 31
1995 1994
____________ ______________
Current assets $424 $238
Noncurrent assets 996 1,015
Current liabilities (106) (83)
Noncurrent liabilities (595) (564)
Note F - Other Information
The Financial Accounting Standards Board issued in March, 1995, FAS No. 121
- - Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. The Company is in the process of evaluating the
provisions of this pronouncement and has not made a determination as to the
impact, if any, on the Company's financial position and/or results of
operations.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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
The Company had net income of $111 million ($1.51 per share) and $193
million ($2.64 per share) in the second quarter and six months of 1995,
respectively, compared to net income of $12 million ($0.05 per share) in the
second quarter of 1994 and a net loss of $9 million ($0.41 per share) in the
six months of 1994.
The Company's results for the second quarter and six months of 1995
reflect higher demand for the Company's products and stronger aluminum
prices worldwide as well as the ongoing benefits of performance improvement
programs, which include cost reduction, restructurings in prior years, and
strategic acquisitions and divestitures.
Shipments and Revenues
Shipments, net sales and revenues per pound for the second quarter and
six months of 1995 and 1994 were as follows (metric tons in thousands and
dollars in millions, except per pound amounts):
Second Quarter Six Months
1995 1994 1995 1994
____________________ ____________________
Aluminum product shipments 426 406 818 751
Net sales:
Aluminum $1,508 $1,127 $2,842 $2,053
Nonaluminum 356 328 673 656
____________________ ____________________
Total $1,864 $1,455 $3,515 $2,709
==================== ====================
Revenues per pound:
Fabricated aluminum products $1.87 $1.45 $1.80 $1.42
Primary aluminum $0.92 $0.66 $0.95 $0.64
Shipments of aluminum products set an all time Company record in the second
quarter of 1995 and contributed to increased shipments in the six
months of 1995. Higher shipments were realized in both periods for most
products, particularly primary aluminum, recycled aluminum, cans and ends,
can sheet and distributor sheet. Demand was strong in most of the
Company's principal markets. Higher shipments of cans and ends and
distributor sheet were also attributable to the acquisitions of a can
manufacturing facility in the second quarter of 1994 and a metals
distribution business in the third quarter of 1994.
The increases in net sales for aluminum products in both periods were
due to the higher shipping volume and higher prices for most aluminum
products.
The increase in nonaluminum sales was due to strong demand and
improved prices for alumina and stainless steel. Due to the strength in
the alumina market, the Company has restarted a portion of its idle
capacity at its alumina plant near Corpus Christi, Texas. The increase in
sales of stainless steel was also attributable to the acquisition of the
metals distribution business mentioned above.
RESULTS OF OPERATIONS - continued
Shipments and Revenues - continued
For further information concerning shipments and revenues, see the
discussion under "Operating Area Analysis".
Markets
Revenues by principal markets were:
Second Quarter Six Months
1995 1994 1995 1994
_______________ ______________
Packaging and Containers 45% 47% 43% 46%
Distributors and Fabricators 13 12 14 12
Automotive and Transportation 13 11 14 11
Building and Construction 13 13 13 12
Electrical 3 3 3 3
Other 13 14 13 16
_______________ _______________
Total 100% 100% 100% 100%
======= ======== ======= =======
Sales to the packaging and containers market improved 22% and 20%,
respectively, in the second quarter and six months of 1995, but provided a
lower percentage of total revenues due to more substantial gains in sales to
other markets. The Company is benefiting in this market from acquisitions,
mix of customers who are performing well in the market, and positive growth
in specialty cans. Industry volumes relating to cans and can sheet have
shown some weakness due to accelerated purchases in late 1994 in
anticipation of higher prices in 1995, unseasonably cool and wet weather
throughout the U.S. in the first half of 1995, and competition from other
materials.
Sales to the distributors and fabricators market improved 41% and 49%,
respectively, in the second quarter and six months of 1995. The
improvements were due to strong demand and the 1994 acquisition of a metals
distribution business.
Sales to the automotive and transportation market improved 54% and
62%, respectively, in the second quarter and six months of 1995. This
improvement reflects the increased use of aluminum in cars. Lower car
production in the second quarter of 1995 had only a slight impact on the
Company's sales of wheels, extrusions and sheet. Higher car production is
expected later in the year after the model change over, and any short-term
decline in car production should be offset by new applications and new
business.
Sales to the building and construction market improved 28% and 38%,
respectively, in the second quarter and six months of 1995. The
improvements were due to strong commercial construction which is expected to
continue for the balance of the year. This strength is offset somewhat by
residential construction, which remains soft, particularly in new
construction, while remodeling remains steady.
Costs and Expenses
The increases in cost of products sold were due to the higher shipping
volume and higher costs for purchased materials. Costs were favorably
impacted by performance improvement programs and higher capacity utilization
at aluminum fabricating facilities.
Selling, administrative and general expenses increased in both 1995
periods due to the higher level of business activity, but declined slightly
as a percent of sales. Interest expense increased in both 1995 periods due
to higher rates.
RESULTS OF OPERATIONS - continued
Costs and Expenses - continued
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.
On August 29, 1994 and March 30, 1995, the Company received civil
investigative demands from the U.S. Department of Justice relating to
production of primary aluminum and the pricing of aluminum can stock,
respectively. The Company is cooperating with both inquiries and is
confident that its conduct has been in compliance with U.S. antitrust laws.
Various suits and claims are pending against the Company. In the
opinion of management, after consultation with counsel, disposition of these
suits and claims, either individually or in the aggregate, will not have a
material adverse effect on the Company's competitive or financial position
or its ongoing results of operations. No assurance can be given, however,
that the disposition of one or more of such suits or claims in a particular
reporting period will not be material in relation to the reported results
for such period.
Taxes on Income
The effective tax rates reflected in the income statement differ from
the U.S. federal statutory rate because of state and foreign taxes and the
effects of percentage depletion allowances.
OPERATING AREA ANALYSIS
(Dollars in millions, metric tons in thousands)
SECOND QUARTER SIX MONTHS
___________________________ __________________________
Net Sales Shipments Net Sales Shipments
1995 1994 1995 1994 1995 1994 1995 1994
___________________________ ___________________________
Finished products and other
sales
Packaging and containers:
Aluminum $510 $426 101 97 $912 $763 183 173
Nonaluminum 134 128 257 249
Other aluminum 147 106 41 36 298 198 85 69
Other nonaluminum 129 101 257 211
__________________________ ___________________________
920 761 142 133 1,724 1,421 268 242
__________________________ ___________________________
Production and processing
Primary aluminum 159 103 78 71 292 177 139 126
Flat rolled 359 240 106 105 689 457 212 203
Extruded and drawn 205 154 52 56 400 285 108 107
Other aluminum 128 98 48 41 251 173 91 73
Other nonaluminum 93 61 159 124
Gold 38 72
__________________________ ___________________________
944 694 284 273 1,791 1,288 550 509
___________________________ ___________________________
Net sales $1,864 $1,455 426 406 $3,515 $2,709 818 751
=========================== ===========================
OPERATING AREA ANALYSIS - continued
Finished Products and Other Sales
Higher shipments were realized for most products in both 1995 periods,
particularly cans and ends and distributor sheet. The increases in aluminum
sales were due to the higher shipping volume and improved prices for most
aluminum products. The increases in nonaluminum sales were principally
attributable to strong demand and improved prices for stainless steel.
Higher shipments of cans and ends, distributor sheet and stainless steel
were due to 1994 acquisitions.
Production and Processing
Higher shipments were realized for most products in both 1995 periods,
particularly primary and recycled aluminum and can sheet. The increases in
aluminum sales were due to the higher shipping volume and improved prices
for most aluminum products. The increase in nonaluminum sales was due to
improved prices for alumina, as well as higher demand which was met by the
restart of idle capacity at an alumina facility. There were no gold
revenues due to the divestiture of gold operations in 1994 and early 1995.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
Working capital totalled $953 million at June 30, 1995, compared to
$898 million at December 31, 1994. The ratio of current assets to current
liabilities was 1.7/1 at June 30, 1995, compared to 1.6/1 at December 31,
1994. The increase in working capital reflects the higher level of business
activity.
Operating Activities
In the first six months of 1995, cash provided by operations was
supplemented with cash on hand and cash provided by financing activities to
fund investing activities and increases in inventories and receivables and
to reduce accounts payable, accrued and other liabilities.
Investing Activities
Capital investments of $210 million in the first six months of 1995
included $81 million for operating requirements (i.e., replacement
equipment, capital maintenance, environmental control projects, etc.). The
remainder was for continuing performance improvement and strategic
investment projects including the modernization of a primary aluminum
production plant in New York; the modernization and expansion of can
manufacturing facilities (including participation in the construction of can
plants in South America); expansions at foil and plastic film facilities;
modification and equipping of a new wheel facility; and equipment upgrades
at a number of other facilities. In addition, strategic investments were
made in two major projects and for two acquisitions as discussed below.
The Company's fabricated aluminum automotive components plant in
Indiana is undergoing a $12 million expansion that will more than double
annual production capacity. The start-up of the additional capacity is set
for early 1996. The expansion will allow the facility to keep up with a
growing customer base.
LIQUIDITY AND CAPITAL RESOURCES - continued
Investing Activities - continued
At its can sheet facility in Alabama, a three-year, $75 million
modernization is underway. The expenditure is in addition to the nearly
$500 million invested on continuous improvement projects in the facility
since 1988. The project will include two new furnaces, as well as
improvements to existing equipment. The modernization will allow for
enhanced overall product quality and will reduce costs.
In the second quarter of 1995, the Company acquired a laminated foil
plant located in Louisville, Ky. The facility laminates aluminum foil onto
paper and primarily serves the flexible packaging needs of the tobacco and
pharmaceutical industries. The facility complements the Company's current
product and customer mix, and further strengthens the Company's ability to
serve customers in this market.
Also in the second quarter of 1995, the Company acquired an engraving
company that serves the flexographic and lithographic printers that supply
the packaging and publication industries in the U.S., Canada and Mexico. The
acquired company operates facilities in Texas, Louisiana and Washington
which prepare film and manufacture printing plates. The acquisition will
strengthen the Company's operation that manufactures printing cylinders and
engravings for the rotogravure, flexographic and lithographic printing
industries.
In the first quarter of 1995, the Company sold its remaining gold
mining assets in Australia for $28 million. The proceeds from the sale,
which approximated book value, will be redeployed into value-added
businesses. The sale is not expected to have a material effect on the
Company's ongoing results of operations.
Financing Activities
In the first quarter of 1995, the Company amended its $500 million
revolving credit facility to extend the term and lower the cost. The
expiration date of the facility was extended from 1999 to 2000. The annual
commitment fee on the unused portion of the facility was lowered from .20%
to .125%. No amounts were outstanding under the facility at June 30, 1995.
Borrowings in the second quarter of 1995 included $22 million of tax
exempt bonds which were issued to finance a portion of the costs of
acquiring, constructing and installing sewage and solid waste disposal
facilities at the Company's primary aluminum production plant in Massena,
N.Y. The bonds, which require a single repayment in 2025, bear interest at
a variable rate (4.0% at June 30, 1995).
In the second quarter of 1995, the Company increased the quarterly
dividend on its common stock by 5 cents to 30 cents a share. The dividend
was increased in view of the Company's improved performance and
profitability.
In the first half of 1995, the Company contributed 906,000 shares of
common stock, valued at approximately $45 million, to its pension plans.
This completes the contribution of three million shares of common stock to
the Company's pension plans which were the subject of a registration
statement filed in 1993.
Financial Outlook
Capital investments in 1995 are expected to total $475 million and
include amounts for operating requirements and continuing expenditures for
those performance improvement and strategic investment projects that are
underway. These investments will be funded primarily with cash generated
from operations, proceeds from the sale of non-core assets and a portion of
the remaining proceeds from the Company's preferred stock issued
in early 1994.
LIQUIDITY AND CAPITAL RESOURCES - continued
Financial Outlook - continued
The Company believes its available financial resources (including cash
and investments of over $100 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, 1995, $222 million of the Company's
$1.65 billion shelf registration remained available for the issuance of debt
securities.
Rates for electricity charged by the Bonneville Power Administration
("BPA"), which serves the Company's Troutdale, Oregon and Longview,
Washington primary aluminum production plants, have been settled through
October, 1996, with a four percent increase over the prior rate. However,
the longer-term outlook for BPA's rates remains uncertain, due in part to
ongoing political, regulatory and judicial developments relating to
endangered species listings of Snake River salmon and the effect of such
developments on BPA's hydroelectric operations. Further increases in power
rates which are already relatively high by worldwide standards could
jeopardize the long-term competitiveness of the Company's Troutdale and
Longview plants. The Company would have to consider whether paying
increased power rates for its smelter operations in the Pacific Northwest
would be prudent under prevailing economic conditions. The Company is
exploring competitive alternatives to BPA power and BPA is attempting to
meet the competition by lowering its operating costs and rates.
OTHER INFORMATION
The Financial Accounting Standards Board issued in March, 1995, FAS No.
121 - Accounting for the Impairment of Long-Lived Assets and for LongLived
Assets to be Disposed Of. The Company is in the process of evaluating the
provisions of this pronouncement and has not made a determination as to the
impact, if any, on the Company's financial position and/or results of
operations.
PART II - OTHER INFORMATION
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 1995.
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 11, 1995
INDEX TO EXHIBITS
EXHIBIT 2 - None
* EXHIBIT 3.1 - Restated Certificate
of Incorporation, as amended to
the date hereof. (File No. 1-1430, 1994
Form 10-K Report, EXHIBIT 3.1)
EXHIBIT 3.2 - By-Laws, as amended to the
date hereof
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 10K
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 10K
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))
____________________________
* Incorporated by reference.
* EXHIBIT 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)
* EXHIBIT 4.14 - By-Laws of CRM, as
amended to the date hereof. (File No. 11430,
Form 10-Q Report for the Quarter Ended
September 30, 1993, EXHIBIT 4.19)
* EXHIBIT 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))
* EXHIBIT 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))
* EXHIBIT 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)
* EXHIBIT 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)
* EXHIBIT 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)
* EXHIBIT 10.4 - 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 10.5 - 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 10.6 - Supplemental Death
Benefit Plan for Officers. (File No. 1-1430,
1986 Form 10-K Report, EXHIBIT 10.8)
* EXHIBIT 10.7 - Financial
Counseling Assistance Plan for Officers.
(File No. 1-1430, 1987 Form 10-K Report,
EXHIBIT 10.11)
* EXHIBIT 10.8 - Management
Incentive Deferral Plan. (File No. 1-1430,
1987 Form 10-K Report, EXHIBIT 10.12)
* EXHIBIT 10.9 - 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 10.10 - Retirement Plan
for Outside Directors. (File No. 1-1430,
1986 Form 10-K Report, EXHIBIT 10.10)
____________________________
* Incorporated by reference.
* EXHIBIT 10.11 - Death Benefit Plan
for Outside Directors. (File No. 1-1430,
1986 Form 10-K Report, EXHIBIT 10.11)
* EXHIBIT 10.12 - Form of
Indemnification Agreement for Directors and
Officers. (File No. 1-1430, Form 8-K Report
dated April 29, 1987, EXHIBIT 28.3)
* EXHIBIT 10.13 - 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 1994 Form 10-K Report, Paul S.
Hayden and John F. Rudin. (File No.
1-1430, 1987 Form 10-K Report, EXHIBIT 10.18)
* EXHIBIT 10.14 - 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 10.15 - 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 10.16 - 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 10.17 - 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 10.18 - 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)
* EXHIBIT 10.19 - 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 10.20 - 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)
* EXHIBIT 10.21 - Form of Stock Option Agreement,
as approved April 22, 1992 by the
Compensation Committee of the
Company's Board of Directors.
(File No. 11430, Form 10-Q Report for
the Quarter Ended March 31, 1992,
EXHIBIT 28(a))
* EXHIBIT 10.22 - 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))
____________________________
* Incorporated by reference.
* EXHIBIT 10.23 - 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 10.24 - 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 10.25 - 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 10.26 - 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 10.27 - 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 10.28 - Amendment to
Reynolds Metals Company 1982 Nonqualified
Stock Option Plan effective August 19, 1994.
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended September 30, 1994, EXHIBIT
10.33)
* EXHIBIT 10.29 - 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 10.30 - 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 10.31 - 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 10.32 - Amendment to
Reynolds Metals Company New Management
Incentive Deferral Plan effective January 1,
1995 through December 31, 1996. (File No. 1-
1430, 1994 Form 10-K Report, EXHIBIT 10.37)
* EXHIBIT 10.33 - Amendment to
Reynolds Metals Company Salary Deferral Plan
for Executives effective January 1, 1995
through December 31, 1996. (File No. 1-
1430, 1994 Form 10-K Report, EXHIBIT 10.38)
EXHIBIT 10.34 - Form of Split
Dollar Life Insurance Agreement (Trustee
Owner, Trustee Pays Premiums)
EXHIBIT 10.35 - Form of Split
Dollar Life Insurance Agreement (Trustee
Owner, Employee Pays Premium)
____________________________
* Incorporated by reference.
EXHIBIT 10.36 - Form of Split
Dollar Life Insurance Agreement (Employee
Owner, Employee Pays Premium)
EXHIBIT 10.37 - Form of Split
Dollar Life Insurance Agreement (Third Party
Owner, Third Party Pays Premiums)
EXHIBIT 10.38 - Form of Split
Dollar Life Insurance Agreement (Third Party
Owner, Employee Pays Premiums)
EXHIBIT 11 - Computation of
Earnings Per Share
EXHIBIT 15 - None
EXHIBIT 18 - None
EXHIBIT 19 - None
EXHIBIT 22 - None
EXHIBIT 23 - None
EXHIBIT 24 - None
EXHIBIT 27 - Financial Data
Schedule
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.