SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File Number 1-1430
REYNOLDS METALS COMPANY
A Delaware Corporation
(IRS Employer Identification No. 54-0355135)
6601 West Broad Street, P. O. Box 27003, Richmond, Virginia 23261-7003
Telephone: (804) 281-2000
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
- ------------------- -----------------------
Common Stock, no par value New York Stock Exchange
Chicago Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Chicago Stock Exchange
7% PRIDES(SM), Convertible Preferred Stock New York Stock Exchange
Chicago Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __X__
As of February 20, 1996:
(a) the aggregate market value of the voting stock held by nonaffiliates of
the Registrant was approximately $2.58 billion*.
(b) the Registrant had 63,604,494 shares of Common Stock outstanding and
entitled to vote.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Annual Meeting of Stockholders to be
held on April 17, 1996 - Part III
_____________________
* For this purpose, "nonaffiliates" are deemed to be persons other than
directors, officers and persons owning beneficially more than five percent
of the voting stock. The amount reported includes the market value of
8,594,400 shares of 7% PRIDES, Convertible Preferred Stock, each entitled
to 4/5 of a vote.
NOTE
In accordance with the Securities and Exchange Commission's requirements, we
will furnish copies of the exhibits listed below upon payment of a fee of 10
cents per page. Please remit the proper amount with your request to:
Secretary
Reynolds Metals Company
P.O. Box 27003
Richmond, Virginia 23261-7003
Exhibits have the following number of pages:
EXHIBIT 3.1 71 EXHIBIT 10.12 12
EXHIBIT 3.2 16 EXHIBIT 10.13 13
EXHIBIT 4.1 71 EXHIBIT 10.14 2
EXHIBIT 4.2 16 EXHIBIT 10.15 1
EXHIBIT 4.3 165 EXHIBIT 10.16 1
EXHIBIT 4.4 6 EXHIBIT 10.17 4
EXHIBIT 4.5 74 EXHIBIT 10.18 3
EXHIBIT 4.6 2 EXHIBIT 10.19 3
EXHIBIT 4.7 2 EXHIBIT 10.20 3
EXHIBIT 4.8 2 EXHIBIT 10.21 3
EXHIBIT 4.9 2 EXHIBIT 10.22 2
EXHIBIT 4.10 10 EXHIBIT 10.23 1
EXHIBIT 4.11 14 EXHIBIT 10.24 10
EXHIBIT 4.12 9 EXHIBIT 10.25 10
EXHIBIT 4.13 36 EXHIBIT 10.26 13
EXHIBIT 4.14 24 EXHIBIT 10.27 6
EXHIBIT 4.15 18 EXHIBIT 10.28 2
EXHIBIT 4.16 24 EXHIBIT 10.29 2
EXHIBIT 4.17 89 EXHIBIT 10.30 1
EXHIBIT 4.18 7 EXHIBIT 10.31 3
EXHIBIT 4.19 12 EXHIBIT 10.32 3
EXHIBIT 10.1 21 EXHIBIT 10.33 2
EXHIBIT 10.2 16 EXHIBIT 10.34 10
EXHIBIT 10.3 19 EXHIBIT 10.35 10
EXHIBIT 10.4 7 EXHIBIT 10.36 10
EXHIBIT 10.5 2 EXHIBIT 10.37 10
EXHIBIT 10.6 7 EXHIBIT 10.38 10
EXHIBIT 10.7 6 EXHIBIT 23 1
EXHIBIT 10.8 10 EXHIBIT 24 31
EXHIBIT 10.9 14 EXHIBIT 27 1
EXHIBIT 10.10 7
EXHIBIT 10.11 7
TABLE OF CONTENTS
PART I
ITEM PAGE
1. BUSINESS................................................... 1
GENERAL................................................. 1
COMPETITION............................................. 5
Principal Competitors................................ 5
Industry Conditions.................................. 5
RAW MATERIALS........................................... 5
Bauxite, Alumina and Related Materials............... 5
Australia......................................... 6
Brazil............................................ 6
Guinea............................................ 6
Guyana............................................ 6
Jamaica........................................... 6
ALUMINUM PRODUCTION..................................... 7
FABRICATING OPERATIONS.................................. 8
ENERGY.................................................. 10
ENVIRONMENTAL COMPLIANCE................................ 10
RESEARCH AND DEVELOPMENT................................ 12
EMPLOYEES............................................... 12
2. PROPERTIES................................................. 15
3. LEGAL PROCEEDINGS.......................................... 17
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........ 18
4A. EXECUTIVE OFFICERS OF THE REGISTRANT....................... 19
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS........................................ 21
6. SELECTED FINANCIAL DATA.................................... 22
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS........................ 23
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................ 33
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE..................... 54
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......... 54
11. EXECUTIVE COMPENSATION..................................... 54
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................. 54
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 54
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K................................................ 55
PART I
Item 1. BUSINESS
Reynolds Metals Company (the "Registrant") was incorporated in 1928 under the
laws of the State of Delaware. As used herein, "Reynolds" and "Company" each
means the Registrant and its consolidated subsidiaries unless otherwise
indicated.
GENERAL
Reynolds is a leading global aluminum and packaging company. Reynolds serves
global markets as a supplier and recycler of aluminum and other products, with
its core business being as a vertically integrated producer of a wide variety
of value-added aluminum products. Reynolds produces alumina, carbon products
and primary and reclaimed aluminum, principally to supply the needs of its
fabricating operations. These fabricating operations produce aluminum foil,
sheet, plate, beverage cans, extruded products (including heat exchanger
tubing, drive shafts, bumpers and window systems), flexible packaging and
wheels, among other items. Reynolds also produces a broad range of plastic
products, including film, bags, containers and lids, for consumer products,
foodservice and packaging uses. The Company markets an extensive line of
consumer products under the Reynolds brand name, including the well-known
Reynolds Wrap aluminum foil. Reynolds' largest market for its products is the
packaging and containers market, which includes consumer products. The Company
also is engaged in the distribution of aluminum and stainless steel and other
non-aluminum industrial products to a variety of markets. Reynolds operates a
one-of-a-kind facility that converts spent potliner from Reynolds' and other
producers' North American aluminum smelting operations into an environmentally
safe material with potential for recycling.
To describe more fully the nature of its operations, Reynolds has separated its
vertically integrated operations into two areas -- (1) Finished Products and
Other Sales and (2) Production and Processing.
Finished Products and Other Sales includes the manufacture and distribution of
various finished aluminum products, such as beverage cans, containers, flexible
packaging products, foodservice and household foils (including Reynolds Wrap),
laminated and printed foil and aluminum building products and the distribution
of aluminum and stainless steel and other non-aluminum industrial products.
Finished Products and Other Sales also includes the manufacture and sale of
plastic bags and food wraps (for example, Reynolds Plastic Wrap, Reynolds
Crystal Color Plastic Wrap, Reynolds Oven Bags and Presto disposer bags),
plastic lidding and container products, plastic film packaging, Reynolds
Freezer Paper, Reynolds Baker's Choice baking cups, Reynolds Cut-Rite wax paper
and wax paper sandwich bags, composite and non-aluminum building products, and
printing cylinders and machinery.
Production and Processing includes the refining of bauxite into alumina,
calcination of petroleum coke and production of prebaked carbon anodes, all of
which are vertically integrated with aluminum production and processing plants.
These plants produce and sell primary and reclaimed aluminum and a wide range
of semifinished aluminum mill products, including flat rolled products,
extruded and drawn products, cast products and other aluminum products.
Examples of flat rolled products include aluminum can sheet and machined plate.
Examples of extruded and drawn products include heat exchanger tubing, drive
shafts and bumpers. Examples of cast products include aluminum wheels.
Production and Processing also includes the treatment of spent potliner and the
sale of non-aluminum products, technology and various licensing, engineering
and other services related to the production and processing of aluminum.
In March, 1995, Reynolds completed the sale of its wholly owned subsidiary,
Reynolds Australian Gold Operations, Ltd. ("RAGOL") to Sons of Gwalia Ltd. and
Camelot Resources N.L., both of Australia. RAGOL held Reynolds' principal gold
mining assets remaining after Reynolds' 1994 sale of Reynolds Australia Metals,
Ltd., which held a 40% interest in the Boddington Gold Mine in Western
Australia. The Company had been a gold producer through its operations in
Western Australia since 1986.
Reynolds acquired Alcan Aluminum Corporation's laminated foil plant in
Louisville, Kentucky in June, 1995. The plant laminates aluminum foil onto
paper and primarily serves the flexible packaging needs of the tobacco and
pharmaceutical industries. Reynolds is operating the plant as part of its
Flexible Packaging Division.
Also in June, 1995, Reynolds acquired Wilson Engraving Company, Inc., which
operates manufacturing plants in Dallas, Texas and West Monroe, Louisiana.
Wilson Engraving Company, Inc. prepares film and manufactures printing plates
and is being operated as an affiliate of Southern Graphic Systems, Inc.,
Reynolds' wholly owned manufacturer of printing cylinders and engravings for
the rotogravure, flexographic and lithographic printing industries.
In October, 1995, Reynolds acquired an additional 24.95% interest in the
Becancour, Quebec, Canada, primary aluminum production plant from Societe
Generale de financement du Quebec, an agency of the Government of Quebec. The
acquisition increased Reynolds' interest in the Becancour joint venture to 50%.
At current production levels, the acquisition provides Reynolds an additional
93,000 metric tons of the joint venture's primary aluminum annual output for a
total of 186,000 metric tons, and increases Reynolds' worldwide primary
aluminum production capacity to approximately 1.09 million metric tons per
year.
Reynolds acquired the flexible packaging manufacturing operations of Hargro
Flexible Packaging Corp. in Boyertown, Pennsylvania in December, 1995. The
operations produce flexographic printed film and film laminations, primarily
for the healthcare, confectionery and snack industries, and are being managed
as part of Reynolds' Flexible Packaging Division.
In another December, 1995 acquisition, Reynolds purchased the Canadian Cut-Rite
brand from Scott Paper Company, and other wax paper brands from Scott Paper
Company's Canadian affiliate, Scott Paper Limited. The acquisition enables
Reynolds, through its Reynolds Aluminum Company of Canada, Ltd. subsidiary, to
market Cut-Rite wax paper throughout Canada. Reynolds acquired Scott Paper
Company's Cut-Rite trademark rights except for Canada in 1986.
Reynolds closed its aluminum beverage can manufacturing plant in Fulton, New
York in December, 1995. Because of productivity gains throughout Reynolds' can
system, a geographic shift in customer demand and slower overall growth in U.S.
demand for aluminum cans, the Fulton plant's 1-billion-can capacity exceeded
the needs of Reynolds' customers.
Information on shipments and net sales by classes of similar products is shown
in Table 1. Net sales are in millions of dollars; shipments are in thousands
of metric tons.
TABLE 1
Net Sales and Shipments
1995 1994
1993
- -------------------------------------------------------------------
Net Net
Net
Shipments Sales Shipments Sales
Shipments Sales
--------- ------- --------- -------
- --------- ------
Finished Products and Other Sales
- ---------------------------------
Packaging and containers
Aluminum 368 $1,871 359 $1,583
268 $1,262
Nonaluminum 556 529
511
Other aluminum 163 580 151 449
124 359
Other nonaluminum 528 479
396
- -------------------------------------------------------------------
531 3,535 510 3,040
392 2,528
- -------------------------------------------------------------------
Production and Processing
- -------------------------
Primary aluminum 346 684 277 440
309 380
Sheet and plate 409 1,350 418 1,003
452 1,063
Extrusions 200 765 211 627
183 526
Other aluminum 179 494 157 391
158 352
Other nonaluminum 385 378
420
- -------------------------------------------------------------------
1,134 3,678 1,063 2,839
1,102 2,741
- -------------------------------------------------------------------
Total 1,665 $7,213 1,573 $5,879
1,494 $5,269
===================================================================
Average realized price per pound:
- ---------------------------------
Fabricated aluminum products $1.84 $1.48
$1.45
Primary aluminum 0.90 0.72
0.56
Financial information relating to Reynolds' operations and identifiable assets
by major operating and geographic areas is presented in Note L to the
consolidated financial statements in Item 8 of this report.
Reynolds' products generally are sold to producers and distributors of
industrial and consumer products in various markets. Information on sales of
products by principal geographic and business markets is shown in Tables 2 and
3.
TABLE 2
Principal Geographic Markets
Approximate
Percentage of Sales
------------------------
1995 1994 1993
---- ---- ----
United States 77% 77% 75%
Canada 7 6 6
Other (Principally Europe) 16 17 19
---- ---- ----
Total 100% 100% 100%
TABLE 3
Principal Business Markets
Approximate
Percentage of Sales
--------------------------
1995 1994 1993
---- ---- ----
Packaging and Containers 44% 45% 45%
Automotive and Transportation 13 12 11
Distributors and Fabricators 13 13 13
Building and Construction 13 13 12
Other 17 17 19
---- ---- ----
Total 100% 100% 100%
COMPETITION
Principal Competitors
- ---------------------
Reynolds' principal competitors in the sale in North America of products
derived from primary aluminum are ten other domestic companies, a Canadian
company and other foreign producers. Reynolds and many other companies produce
reclaimed aluminum.
In the sale of semifinished and finished products, Reynolds competes with (i)
other producers of primary and reclaimed aluminum, which are also engaged in
fabrication, (ii) other fabricators of aluminum and other products, (iii) other
producers of plastic products and (iv) metals service center companies engaged
in the distribution of aluminum and other products. Reynolds' principal
competitors in Europe are seven major multinational producers and a number of
smaller European producers of aluminum semifabricated products. In the
aluminum beverage can business, Reynolds competes worldwide with four major
producers and a number of smaller ones. Aluminum and related products compete
with various products, including those made of iron, steel, copper, zinc, tin,
titanium, lead, glass, wood, plastic, magnesium and paper. Plastic products
compete with products made of glass, aluminum, steel, paper, wood and ceramics,
among others. Competition is based upon price, quality and service.
Industry Conditions
- -------------------
A worldwide oversupply of aluminum, caused by high exports beginning in 1990
from the Commonwealth of Independent States ("CIS") (mostly from Russia),
start-up of substantial new capacity in the industry and economic weakness,
severely depressed the price of aluminum on world commodity markets in the
early 1990's, affecting the aluminum industry and the Company. Multilateral
government negotiations were commenced in late 1993 to develop strategies to
integrate the CIS aluminum industries into the world market. A Memorandum of
Understanding ("MOU") relating to primary aluminum supply-demand conditions and
international trade in aluminum was agreed to by the governments of six major
aluminum producing countries in March, 1994, and has since expired. See the
discussion in Note L to the consolidated financial statements in Item 8, and
under "Results of Operations - Aluminum Industry" and "Outlook and Strategy" in
Item 7, of this report with respect to current industry conditions.
RAW MATERIALS
Bauxite, Alumina and Related Materials
- --------------------------------------
Bauxite, the principal raw material used in the production of aluminum, is
refined into alumina, which is then reduced by an electrolytic process into
primary aluminum.
Reynolds' bauxite requirements and a portion of its alumina requirements are
met from sources outside the United States.
Reynolds has long-term arrangements to obtain bauxite at negotiated prices from
sources in Australia, Brazil, Guinea and Guyana, and is finalizing such an
arrangement as to Jamaican bauxite. Reynolds also has a long-term arrangement
with the U.S. government under which Reynolds has agreed to purchase at a
negotiated price an aggregate of approximately 1,000,000 long dry tons of
Jamaican bauxite stored next to Reynolds' Sherwin alumina plant near Corpus
Christi, Texas, for the period 1996 through 1998.
Reynolds refines bauxite into alumina at its Sherwin alumina plant. Reynolds
also acquires alumina from two joint ventures in which it has interests, one
located in Western Australia, known as the Worsley Joint Venture ("Worsley"),
and the other located in Stade, Germany, known as Aluminium Oxid Stade
("Stade"). See Table 4 under this Item and the discussion of Worsley under
"Australia".
Production and purchases of bauxite and production of alumina are adjusted from
time to time in response to changes in demand for primary aluminum and other
factors. Reynolds had reduced production at its Sherwin plant in connection
with the curtailment of operations at its U.S. primary aluminum production
plants. See "Aluminum Production". Although the curtailment of such operations
continues, the idle alumina capacity at the Sherwin plant was restarted during
1995 due to strong demand in the alumina market.
Australia
Worsley has a rated capacity of 1,700,000 metric tons of alumina per year
(expandable to 3,200,000 metric tons per year). Worsley has proven
bauxite reserves sufficient to operate the alumina plant at its rated
capacity (taking into account future expansions to increase rated capacity
to up to 3,200,000 metric tons per year) for at least the next 35 years.
The joint venture has no specified termination date.
Reynolds has a long-term purchase arrangement under which it may purchase
from a third party an aggregate of approximately 18,800,000 dry metric
tons of Australian bauxite through 2021. Of this amount, Reynolds has
agreed to purchase 1,000,000 dry metric tons in 1996.
Brazil
Reynolds and various other companies are participants in the Trombetas
bauxite mining project in Brazil. Reynolds has a 5% equity interest in
the project and has agreed to purchase an aggregate of approximately
1,600,000 dry metric tons of Brazilian bauxite from the project for the
period 1996 through 1999.
Reynolds also maintains an interest in other, undeveloped bauxite deposits
in Brazil.
Guinea
Reynolds owns a 6% interest in Halco (Mining), Inc. ("Halco"). Halco owns
51% and the Guinean government owns 49% of Compagnie des Bauxites de
Guinee ("CBG"), which has the exclusive right through 2038 to develop and
mine bauxite in a 10,000 square-mile area in northwestern Guinea.
Reynolds has a bauxite purchase contract with CBG which will provide
Reynolds with an aggregate of approximately 8,250,000 dry metric tons of
Guinean bauxite for the period 1996 through 2011.
Guyana
Reynolds and the Guyanese government each owns a 50% interest in a bauxite
mining project in the Berbice region of Guyana. Reynolds has a bauxite
purchase contract running through 1998 under which it will purchase
approximately 1,200,000 dry metric tons of Guyanese bauxite from the
project in 1996. Quantities to be purchased in 1997 and 1998 are to be
agreed upon at the beginning of each contract year.
Jamaica
Reynolds is finalizing a purchase arrangement under which it will agree to
purchase from a third party an aggregate of up to 9,000,000 dry metric
tons of Jamaican bauxite for the period 1996 through 2000.
Reynolds' present sources of bauxite and alumina are more than adequate to meet
the forecasted requirements of its primary aluminum production operations for
the foreseeable future. To utilize excess alumina capacity, Reynolds enters
into third-party sales arrangements. Reynolds also enters into arrangements to
sell bauxite in excess of its needs to third parties.
Other materials used in making aluminum are either purchased from others or
supplied from Reynolds' carbon products plants in Baton Rouge and Lake Charles,
Louisiana.
ALUMINUM PRODUCTION
Reynolds owns and operates three primary aluminum production plants in the
United States and one located at Baie Comeau, Quebec, Canada. Reynolds is also
entitled to a share of the primary aluminum produced at three joint ventures in
which it participates, one located in Quebec, Canada, known as the Becancour
joint venture ("Becancour"), one located in Hamburg, Germany, known as
Hamburger Aluminium-Werk GmbH ("Hamburg"), and the third in Ghana, Africa,
known as Volta Aluminium Company Limited ("Ghana"). See Table 5 (and related
notes) under this Item for information on these primary aluminum production
plants. Reynolds also buys primary aluminum on the open market.
In October, 1995, Reynolds acquired an additional 24.95% interest in Becancour
from Societe Generale de financement du Quebec, an agency of the Government of
Quebec, increasing Reynolds' interest in Becancour to 50%. At current
production levels, the acquisition provides Reynolds an additional 93,000
metric tons of Becancour's annual primary aluminum output for a total of
186,000 metric tons, and increases its worldwide primary aluminum capacity to
1,094,000 metric tons per year.
Production at the primary aluminum plants listed in Table 5 can vary due to a
number of factors, including changes in worldwide supply and demand. Due to
the worldwide aluminum supply-demand imbalance, Reynolds has idled a total of
209,000 metric tons, or 19%, of its 1,094,000 metric tons of primary aluminum
capacity. Reynolds temporarily shut down 88,000 metric tons of primary
aluminum production capacity at its Massena, New York (41,000 metric tons) and
Longview, Washington (47,000 metric tons) plants, effective in the fourth
quarter of 1993, and its Troutdale, Oregon plant, with a capacity of 121,000
metric tons, has been idle since 1991. At December 31, 1995, the U.S. plants
listed in Table 5 were operating collectively at a rate of 53% of capacity;
Ghana (in which Reynolds has a 10% equity interest), where production has been
curtailed by drought (see "Energy") since September, 1994, was operating at 70%
of capacity; and all other plants listed in Table 5 were operating at full
capacity. See Table 6 under this Item. In order to balance its alumina supply
system, Reynolds had temporarily reduced production at its Sherwin alumina
plant in Texas in connection with the curtailments. The idle alumina capacity
at the Sherwin plant was restarted during 1995. See "Raw Materials - Bauxite,
Alumina and Related Materials".
Reynolds has an 8% equity interest in C.V.G. Aluminio del Caroni, S.A., which
produces primary aluminum in Venezuela.
Reynolds has agreed to acquire a 10% equity interest in the Aluminum Smelter
Company of Nigeria (ALSCON), with the Nigerian government and private interests
holding the remaining equity. As part of the arrangement, Reynolds will
purchase at market-related prices 140,000 metric tons of primary aluminum
annually from a 180,000 metric ton smelter being constructed by ALSCON in
Nigeria.
Reynolds produces reclaimed aluminum from aluminum scrap at its facilities
located in Bellwood, Virginia and Sheffield, Alabama, and at a facility in
which it has a 99.8% equity interest located in Isernia, Italy. See Table 6
under this Item. Scrap for the U.S. facilities is obtained through Reynolds'
nationwide recycling network and other scrap purchases and from Reynolds'
manufacturing operations. Scrap for the Italian facility is obtained through
scrap purchases. In 1995, Reynolds obtained approximately 276,100 metric tons
of recycled aluminum from its recycling network and other scrap purchases.
FABRICATING OPERATIONS
Reynolds' semifinished and finished aluminum products and non-aluminum products
are produced at numerous domestic and foreign plants wholly or partly owned by
Reynolds. These plants are included in Table 7 under Item 2 of this report.
The annual capacity of these plants depends upon the variety and type of
products manufactured.
In line with its strategic emphasis on growth opportunities in its core
downstream fabricating operations serving the aluminum beverage can, packaging,
consumer products, transportation, and building and construction markets,
Reynolds has over the past three years continued to upgrade and modernize its
beverage can, flexible packaging, foil, plastics, extrusion, sheet and plate
manufacturing facilities, particularly facilities for production of such
value-added products as can sheet, packaging, household foil and components for
the transportation industry. Specific actions the Company has taken include
the following:
Aluminum Beverage Cans
- ----------------------
- -- developed new types of, and applications for, aluminum cans;
- -- acquired in 1993 Miller Brewing Company's aluminum can and end
manufacturing operations, increasing its U.S. can-making capacity by
almost 50%;
- -- commercialized in 1993 Spin Flow can necking technology (developed by
Reynolds in conjunction with Ball Corporation) for forming the neck of
aluminum cans at high speeds;
- -- acquired in 1994 Bev-Pak, Inc. and its aluminum beverage can and end
manufacturing facility in Monticello, Indiana, increasing the Company's
U.S. aluminum can- and end-making capacity by approximately 15 and 20
percent, respectively;
- -- completed in 1994 a 70% expansion of its Tampa can plant;
- -- completed in 1995 an expansion of a joint venture facility to produce
aluminum cans and announced plans for the construction of a joint venture
can end plant, both in Brazil;
- -- in 1995 completed construction of, and began operations at, two joint
venture can plants, one in Brazil and one in Chile; and
- -- continued in 1995 its participation in the construction of joint venture
can plants in Brazil (the third in that country), Argentina (which has
begun production) and Saudi Arabia.
Packaging
- ---------
- -- increased PVC film capacity by 20% in 1992-1993 to serve the growing
Reynolon shrink film as well as consumer and foodservice film markets;
- -- acquired in 1994 assets to expand its printing cylinder and engraving
business and, in 1995, acquired Wilson Engraving Company Inc.,
strengthening the Company's ability to meet the needs of flexographic and
lithographic printers and extending the Company's geographic reach by
adding plants in Louisiana and Texas;
- -- began in 1995 an expansion at its Grottoes, Virginia plastics
manufacturing plant that will increase capacity by approximately 20%;
- -- began in 1995 a major, multi-year capital program to build a new aluminum
foil rolling mill at its Louisville, Kentucky plant that will increase
annual plant capacity by about 25%;
- -- acquired in 1995 a laminated foil plant in Louisville, Kentucky,
strengthening the Company's ability to serve the flexible packaging needs
of the tobacco and pharmaceutical industries; and
- -- acquired in 1995 the flexible packaging manufacturing operations of Hargro
Flexible Packaging Corp. in Boyertown, Pennsylvania, establishing a major
position in flexographic printing and increasing the Company's capacity to
produce printed film and film laminations.
Consumer Products
- -----------------
- -- substantially increased marketing support behind its Reynolds Wrap and
Reynolds Plastic Wrap brands;
- -- introduced in 1993 new products, including a complete line of Diamond
plastic wraps and bags for selected international markets;
- -- acquired in 1995 the Canadian Cut-Rite brand from Scott Paper Company, and
other wax paper brands from Scott Paper Company's Canadian affiliate,
Scott Paper Limited, enabling the Company to market Cut-Rite wax paper
throughout Canada, a key market for Reynolds' consumer products;
- -- introduced in 1995 a 50-foot Heavy Duty line extension of its Reynolds
Wrap brand, two printed plastic wrap products and several new Reynolds
Baker's Choice baking cup products; and
- -- in 1995 expanded its consumer products business in Latin America, the
Middle East and the Far East.
Transportation
- --------------
- -- restructured in 1994 its McCook plant in Illinois, exiting common alloy
sheet products and emphasizing plate and automotive sheet;
- -- began production in 1994 of aluminum automotive extruded components at a
new fabricating plant in Auburn, Indiana and began an expansion of the
plant in 1995;
- -- commercialized in 1995, for aerospace applications, aluminum-lithium plate
products manufactured at its McCook plant in Illinois and aluminum-lithium
extrusions manufactured by its Extrusion Division; and
- -- began manufacturing in 1995 aluminum wheels at a facility in Beloit,
Wisconsin, which it purchased in 1994 and modified and equipped for that
purpose.
Building and Construction
- -------------------------
- -- increased its investment in manufacturing equipment and facilities for
composite, vinyl and plastic building products.
Other
- -----
- -- acquired in 1994 the metals distribution business of Prime Metals, Inc.,
allowing the Company to broaden the geographic processing and service
capabilities of its Reynolds Aluminum Supply Company metals distribution
business; and
- -- purchased in 1995 the aluminum extrusion operations of AMAG Austria's
wholly owned subsidiary, Wexal International Ltd., in Ireland.
ENERGY
Reynolds consumes substantial amounts of energy in refining bauxite into
alumina and in reducing alumina to aluminum.
Alumina is produced by a process requiring high temperatures at various stages.
These temperatures are achieved by burning natural gas or coal at the alumina
plants. Natural gas and coal are purchased under long- and short-term
contracts. See Table 4 under this Item.
Primary aluminum is produced from alumina by an electrolytic process requiring
large amounts of electric power. Electricity required for Reynolds' primary
aluminum production plants generally is purchased under long-term contracts.
See Table 5 under this Item.
Reynolds expects generally to meet its energy requirements for primary aluminum
production for the foreseeable future under long-term contracts. Under these
contracts, however, Reynolds may experience shortages of interruptible power
from time to time at its Washington, Oregon, New York and Ghana reduction
plants. Production at Ghana is dependent on hydroelectric power and has from
time to time been curtailed by drought.
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. The Company and BPA have entered
into a new five-year contract that would supersede the existing power contract
for the period October, 1996 - September, 2001 (when the existing contract was
due to expire). The new contract establishes a fixed rate, which is 16% less
than rates now in effect, that would apply for the entire term of the new
contract. This contract is, however, subject to review and approval both in
BPA's currently pending rate case and in a subsequent review process conducted
by the Federal Energy Regulatory Commission. Further, as part of a BPA rate
decision, the contract is subject to appeal in the courts by third parties.
Should the new contract be rejected in any of these processes, the Company
could continue service under the existing contract, renegotiate with BPA, or
contract for competitive power supplied by third parties.
ENVIRONMENTAL COMPLIANCE
Reynolds has spent and will spend substantial capital and operating amounts
relating to ongoing compliance with environmental laws. The area of
environmental management, including environmental controls, continues to be in
a state of scientific, technological and regulatory evolution. Consequently,
it is not possible for Reynolds to predict accurately the total expenditures
necessary to meet all future environmental requirements. Reynolds expects,
however, to add or modify environmental control facilities at a number of its
worldwide locations to meet existing and certain anticipated regulatory
requirements, including regulations to be implemented under the Clean Air Act
Amendments of 1990 (the "Clean Air Act").
Based on information currently available, Reynolds estimates that compliance
with the Clean Air Act's hazardous air pollutant standards would require in
excess of $250 million of capital expenditures (including a portion of the
expenditures at Reynolds' Massena plant referred to below), primarily at
Reynolds' U.S. primary aluminum production plants. The ultimate effect of the
Clean Air Act on such plants and Reynolds' other operations (and the actual
amount of any such capital expenditures) will depend on how the Clean Air Act
is interpreted and implemented pursuant to regulations that are currently being
developed and on such additional factors as the evolution of environmental
control technologies and the economic viability of such operations at the time.
Based on an August, 1995 memorandum of understanding with the State of New
York to resolve environmental issues at its Massena, New York primary aluminum
production plant, Reynolds has begun a five-year capital spending program of an
estimated $150 million to $200 million to modernize the Massena plant and
significantly reduce air emissions from the plant. Pursuant to the memorandum
of understanding, Reynolds is accelerating certain expenditures believed
necessary to achieve compliance with the Clean Air Act's Maximum Achievable
Control Technology standards, although the U.S. Environmental Protection Agency
(the "EPA") is still developing such standards. (See the related discussion in
Item 3 of this report.)
Capital expenditures for equipment designed for environmental control purposes
were approximately $55 million in 1993, $34 million in 1994 and $39 million in
1995. The portion of such amounts expended in the United States was $43
million in 1993, $15 million in 1994 and $18 million in 1995. Expenditures in
1993 and 1994 included $19 million and $1 million, respectively, for
construction of Reynolds' facility in Arkansas that converts spent potliner
from Reynolds' and other producers' aluminum smelting operations into an
environmentally safe material with potential for recycling. Reynolds estimates
that annual capital expenditures for environmental control facilities will be
approximately $53 million in 1996, $98 million in 1997 and $82 million in 1998,
the majority of such expenditures being associated with the capital spending
program referred to above at Reynolds' Massena plant. Future capital
expenditures for environmental control facilities cannot be predicted with
accuracy for the reasons cited above; however, it may be expected that
environmental control standards will become increasingly stringent and that the
expenditures necessary to comply with them could increase substantially.
Reynolds has been identified as a potentially responsible party ("PRP") and is
involved in remedial investigations and remedial actions under the
Comprehensive Environmental Response, Compensation and Liability Act
("Superfund") and similar state laws regarding the past disposal of wastes at
approximately 40 sites in the United States. Such statutes may impose joint
and several liability for the costs of such remedial investigations and actions
on the entities that arranged for disposal of the wastes, the waste
transporters that selected the disposal sites and the owners and operators of
such sites; responsible parties (or any one of them) may be required to bear
all of such costs regardless of fault, legality of the original disposal or
ownership of the disposal site. In addition, Reynolds is investigating
possible environmental contamination, which may also require remedial action,
at certain of its present and former United States manufacturing facilities,
including contamination by polychlorinated biphenyls ("PCBs") at its Massena,
New York primary aluminum production plant which requires remediation. In
1994, the EPA added Reynolds' Troutdale, Oregon primary aluminum production
plant to the National Priorities List of Superfund sites; the Company is
cooperating with the EPA and, under a September, 1995 consent order, is working
with the EPA in investigating potential environmental contamination at the
Troutdale site and to promote more efficient cleanup at the site. At most of
the 40 sites referred to above where Reynolds has been identified as a PRP, it
is one of many PRPs, and its share of the anticipated cleanup costs is expected
to be small. With respect to certain other sites (not included in the
foregoing number) where Reynolds has been identified as a PRP, Reynolds has
either fully or substantially settled or resolved actions related to such sites
at minimal cost or believes that it has no responsibility with regard to them.
Reynolds has been notified that it may be a PRP at certain additional sites.
Reynolds' policy is to accrue remediation costs when it is probable that
remedial efforts will be required and the related costs can be reasonably
estimated. On a quarterly basis, Reynolds evaluates the status of all sites,
develops or revises estimates of costs to satisfy known remediation
requirements and adjusts its accruals accordingly. At December 31, 1995, the
accrual for known remediation requirements was $242 million. This amount
reflects management's best estimate of Reynolds' ultimate liability for such
costs. Potential insurance recoveries are uncertain and therefore have not
been considered. As a result of such factors as the developing nature of
administrative standards promulgated under Superfund and other environmental
laws; the unavailability of information regarding the condition of potential
sites; the lack of standards and information for use in the apportionment of
remedial responsibilities; the numerous choices and costs associated with
diverse technologies that may be used in remedial actions at such sites; the
availability of insurance coverage; the ability to recover indemnification or
contribution from third parties; and the time periods over which eventual
remediation may occur, estimated costs for future environmental compliance and
remediation are necessarily imprecise. It is not possible to predict the
amount or timing of future costs of environmental remediation which may
subsequently be determined. Based on information currently available, it is
management's opinion that such future costs are not likely to have a material
adverse effect on Reynolds' competitive or financial position or its ongoing
results of operations. However, such costs could be material to future
quarterly or annual results of operations.
See the discussion under "Environmental" in Item 7, and under Note J to the
consolidated financial statements in Item 8, of this report regarding the
Company's anticipated costs of environmental compliance.
RESEARCH AND DEVELOPMENT
Reynolds engages in a continuous program of basic and applied research and
development. This program deals with new and improved materials, products,
processes and related environmental compliance technologies. It includes the
development and expansion of products and markets which benefit from aluminum's
light weight, strength, resistance to corrosion, ease of fabrication, high heat
and electrical conductivity, recyclability and other properties. Materials and
core competencies involving aluminum, ceramics, composites and various polymers
and their processing, fabrication and applications are also included in the
scope of Reynolds' research and development activity. Expenditures for
Reynolds-sponsored research and development activities were approximately $36
million in 1993, $38 million in 1994 and $43 million in 1995.
Reynolds owns numerous patents relating to its products and processes based
predominantly upon its in-house research and development activities. The
patents owned by Reynolds, or under which it is licensed, generally concern
particular products or manufacturing techniques. Reynolds' business is not,
however, materially dependent on patents.
EMPLOYEES
At December 31, 1995, Reynolds had approximately 29,800 employees. Labor
contracts between Reynolds and the United Steelworkers of America and the
Aluminum, Brick and Glass Workers International Union, respectively, entered
into in 1993 will expire by their terms in May, 1996. The contracts involve
approximately 7,000 employees.
TABLE 4
Alumina Plants and Energy Supply
Rated
Capacity(a) at Principal
December 31, 1995 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
- ----- ----------------- ------------ ---------------
Corpus Christi, Texas 1,600,000(c) Natural Gas 1996(d)
Worsley, Australia 952,000(e) Coal 2002
Stade, Germany 375,000(e) Natural Gas 2008
TABLE 5
Primary Aluminum Production Plants and Energy Supply
Rated
Capacity(a) at Principal
December 31, 1995 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
- ----- ----------------- ------------ ---------------
Baie Comeau, Canada 400,000 Electricity 2011 and 2014
Longview, Washington 204,000(f) Electricity 2001
Massena, New York 123,000(f) Electricity 2013(g)
Troutdale, Oregon 121,000(f) Electricity 2001
Becancour, Canada 186,000(h) Electricity 2014
Hamburg, Germany 40,000(h) Electricity 2000
Ghana, Africa 20,000(h) Electricity 1997(i)
TABLE 6
Aluminum Capacity and Production
(Metric Tons)
Primary Aluminum(j) Reclaimed Aluminum(k)
------------------------------- -------------------------
Rated Rated
Year Capacity(a),(f) Production(f) Capacity(a) Production
- ---- --------------- ------------- ----------- ----------
1993 991,000 869,000 462,000 386,000
1994 998,000 792,000 491,000 409,000
1995 1,094,000 814,500 485,500 396,500
NOTES TO TABLES 4, 5, and 6.
(a) Ratings are estimates at the end of the period based on designed capacity
and normal operating efficiencies and do not necessarily represent maximum
possible production.
(b) See "Energy".
(c) In order to balance its alumina supply system, Reynolds had reduced
production at its Sherwin alumina plant near Corpus Christi, Texas in
connection with the curtailment of operations at its U.S. primary aluminum
plants. Although the curtailment of such operations continues, the idle
alumina capacity at the Sherwin plant was restarted during 1995. See
"Aluminum Production".
(d) Approximately 50% of the plant's natural gas requirements is purchased
under a one-year contract and the remainder is purchased under other
short-term contracts. The base term of the one-year contract referred to
above will conclude in October, 1996, but the contract will extend from
month to month unless terminated by one of the parties.
(e) Reynolds is entitled to 56% of the production of Worsley and 50% of the
production of Stade. Capacity figures reflect Reynolds' share.
(f) Reynolds curtailed 70,500 metric tons of production at its Troutdale
primary aluminum plant in the third quarter of 1991 and the remainder of
the plant's capacity in the fourth quarter of 1991. The Troutdale plant
remains idle. Reynolds curtailed an aggregate of 88,000 metric tons of
primary aluminum production capacity at its Massena (41,000 metric tons)
and Longview (47,000 metric tons) plants effective in the fourth quarter
of 1993. See "Aluminum Production".
(g) The power contract terminates in 2013, subject to earlier termination by
the supplier in 2003 if its federal license for a hydroelectric project is
not renewed.
(h) Reynolds is entitled to 50% of the production of Becancour, 33-1/3% of the
production of Hamburg, and 10% of the production of Ghana. Capacity
figures reflect Reynolds' share. Production at Ghana has been curtailed
since September, 1994 by drought. See "Aluminum Production" and "Energy".
At December 31, 1995, Ghana was operating at 70% of capacity.
(i) The power contract provides for a 20-year extension at the option of the
smelter owners.
(j) Production is from Reynolds' primary aluminum production operations listed
in Table 5.
(k) Production through the second quarter of 1993 is from Reynolds' Bellwood,
Virginia; Sheffield, Alabama; and Benton Harbor, Michigan reclamation
facilities. Reynolds sold its Benton Harbor, Michigan facility in the
second quarter of 1993. Production in 1994 and 1995 includes the Isernia,
Italy reclamation facility, in which Reynolds has a 99.8% equity interest.
Item 2. PROPERTIES
For information on the location and general nature of Reynolds' principal
domestic and foreign properties, see Item 1, BUSINESS. Table 7 lists as of
February 15, 1996 Reynolds' wholly-owned domestic and foreign operations and
shows the domestic and foreign locations of operations in which Reynolds has
interests. Facilities that are under construction or for other reasons have
not begun production are not listed. The properties listed are held in fee
except as otherwise indicated. Properties held other than in fee are not,
individually or in the aggregate, material to Reynolds' operations and the
arrangements under which such properties are held are not expected to limit
their use. Reynolds believes that its facilities are suitable and adequate for
its operations. With the exception of the Longview, Massena, Troutdale and
Ghana primary aluminum production plants, as explained above, there is no
significant surplus or idle capacity at any of Reynolds' major manufacturing
facilities.
TABLE 7
Wholly-Owned Operations
Manufacturing, Mining and Distribution
Alumina: Recycling:
Corpus Christi, Texas Recycling Plants and Centers (U.S.)(698)**
Malakoff, Texas
Calcined Coke: Reclamation:
Baton Rouge, Louisiana Sheffield, Alabama (2)
Lake Charles, Louisiana Bellwood, Virginia
Carbon Anodes: Mill Products:
Lake Charles, Louisiana Sheffield, Alabama
McCook, Illinois
Primary Aluminum: Bellwood, Virginia
Massena, New York Cap-de-la-Madeleine,
Troutdale, Oregon Quebec, Canada
Longview, Washington Hamburg, Germany***
Baie Comeau, Quebec, Canada Latina, Italy
Aluminum Beverage Cans:
Spent Potliner Treatment: San Francisco, California
Gum Springs, Arkansas Torrance, California
Tampa, Florida
Extruded Products: Moultrie, Georgia
Auburn, Indiana Honolulu, Hawaii
Louisville, Kentucky Monticello, Indiana (cans and ends)
El Campo, Texas Kansas City, Missouri
Ashland, Virginia* Middletown, New York
Bellwood, Virginia Reidsville, North Carolina (cans and ends)
Richmond Hill, Ontario, Canada Salisbury, North Carolina
Ste. Therese, Quebec, Canada Fort Worth, Texas
Nachrodt, Germany Houston, Texas
Wexford, Ireland Seattle, Washington
Harderwijk, Netherlands Milwaukee, Wisconsin
Lelystad, Netherlands Rocklin, California (ends)
Maracay, Venezuela Bristol, Virginia (ends)
Guayama, Puerto Rico
Powder and Paste: Printing Cylinders:
Louisville, Kentucky Longmont, Colorado*
Atlanta, Georgia*
Electrical Rod: Clarksville, Indiana*
Becancour, Quebec, Canada Louisville, Kentucky (2)
Newport, Kentucky*
West Monroe, Louisiana
Foil Feed Stock: Battle Creek, Michigan*
Hot Springs, Arkansas St. Louis, Missouri
Fulton, New York*
Packaging and Consumer Wilmington, North Carolina*
Products: Exton, Pennsylvania*
Beacon Falls, Connecticut Franklin, Tennessee*
Louisville, Kentucky(2) Dallas, Texas
Mt. Vernon, Kentucky Richmond, Virginia (2)
Sparks, Nevada* Toronto, Ontario, Canada
Boyertown, Pennsylvania(3)*
Downingtown, Pennsylvania
Lewiston, Utah Reynolds Aluminum Supply
Bellwood, Virginia Company:
Grottoes, Virginia Service Centers (U.S.)(27)**
Richmond, Virginia Processing Centers (U.S.)(3)**
South Boston, Virginia
Appleton, Wisconsin (2)
Little Chute, Wisconsin Research and Development
Weyauwega, Wisconsin
Rexdale, Ontario, Canada* Richmond, Virginia:
Cap-de-la-Madeleine, Can Division Headquarters
Quebec, Canada Corporate Research
Latina, Italy and Development
Central Laboratories
Building and Construction Packaging Technology
Products:
Eastman, Georgia*
Bourbon, Indiana Corpus Christi, Texas:
Ashville, Ohio Alumina Technology
Lynchburg, Virginia
Weston, Ontario, Canada
Merxheim, France* Sheffield, Alabama:
Nachrodt, Germany Manufacturing Technology
Dublin, Ireland* Laboratory
Wexford, Ireland
Harderwijk, Netherlands
Lisburn, Northern Ireland*
Service Centers (U.S.)(51)**
Service Centers (Canada) (11)**
Wheels:
Beloit, Wisconsin
Ferrara, Italy
Can Machinery and Systems:
Richmond, Virginia
Other Operations
In Which Reynolds Has Interests
Argentina: Ghana:
Aluminum cans, recycling Primary aluminum*
Australia: Guinea:
Bauxite, alumina Bauxite
Belgium: Guyana:
Building products, extrusions Bauxite*
Brazil: India:
Bauxite, aluminum cans Extrusions
and ends, recycling, reclamation
Italy:
Canada: Reclamation
Primary aluminum, electric
power generation, aluminum Russia:
wheels Foil
Chile: Spain:
Aluminum cans, recycling Mill products, extrusions, foil,
packaging and consumer products,
Colombia: printing cylinders
Mill products, extrusions,
foil Venezuela:
Primary aluminum, mill products,
Egypt: foil, aluminum cans and ends,
Extrusions recycling, aluminum wheels
Germany:
Alumina, primary aluminum*
____________________________
* Leased.
** Recycling Plants and Centers - 689 leased.
Building and Construction Products Service Centers - 60 leased.
Reynolds Aluminum Supply Company Service Centers - 18 leased.
Reynolds Aluminum Supply Company Processing Centers - 1 leased.
*** Held under an installment purchase arrangement.
The titles to Reynolds' various properties were not examined specifically for
this report.
Item 3. LEGAL PROCEEDINGS
On June 10, 1988, the Atlantic States Legal Foundation ("Atlantic States")
filed suit against the Registrant in the U.S. District Court for the Western
District of New York (the "Court") under the "citizen suit" provision of the
federal Clean Water Act. The State of New York intervened in the case on
December 1, 1989. The suit involved the discharge of substances from the
Registrant's Massena, New York primary aluminum production plant. An agreement
of the parties to settle the suit for payments by the Registrant aggregating
$515,000, resolving claims for penalties and other costs, was approved by the
Court on May 12, 1992; however, the Court retained jurisdiction of the matter.
In a letter dated April 12, 1993, Atlantic States informed the Registrant that
it has withdrawn its waiver of enforcement, citing violations at the Massena
plant of interim effluent limits contained in the settlement agreement and
other effluent limit violations. Atlantic States has stated that it would be
providing the Registrant a settlement offer concerning such violations, which
the Registrant to date has not received.
On November 9, 1993, counsel for the St. Regis Mohawk Tribe (the "Tribe")
served the Registrant with a notice of intent to file a citizen suit for
alleged violations of the federal Clean Air Act and certain New York state air
emission standards at the Registrant's Massena, New York primary aluminum
production plant. Subsequently, the State of New York alleged that the
Registrant's emissions were causing a violation of certain state air emission
standards. In October, 1994, based on an agreement in principle with the State
to resolve environmental issues at the plant, the Registrant approved a
five-year capital spending program of an estimated $150 million to $200 million
to modernize the Massena plant and significantly reduce air emissions from the
plant. In August, 1995, the Registrant and the State of New York formalized the
agreement in principle in a memorandum of understanding, and the Registrant has
begun the work included in the capital spending program. The Registrant is
accelerating certain expenditures believed necessary to achieve compliance with
the MACT standards, although the EPA is still developing such standards. The
Registrant and the Tribe reached an agreement in November, 1995 to resolve
issues relating to the Massena plant's air emissions and certain other
environmental matters at the plant. Under the agreement, the Registrant will,
in order to promote continued communication and to foster good will between the
Tribe and the Registrant, complete the capital spending program referred to
above, contribute $1.65 million to establish a perpetual scholarship fund for
the Tribe, fund a $250,000 air sampling program to be developed by the Tribe
and pay $100,000 for past and future legal fees and expenses. See the
discussion of Clean Air Act compliance costs in Item 1 under the caption
"Environmental Compliance".
The Registrant received from the U.S. Department of Justice (i) on August 29,
1994, a civil investigative demand relating to production of primary aluminum
and (ii) on March 30, 1995, a civil investigative demand relating to the
pricing of aluminum can stock. The Registrant is cooperating with both
inquiries and is confident that its conduct has been in compliance with U.S.
antitrust laws.
A private antitrust lawsuit styled Hammons v. Alcan Aluminum Corp. et al.,
seeking estimated damages of approximately $13 billion, was filed in the
Superior Court of California for the County of Los Angeles on March 5, 1996
against the Registrant and other aluminum producers. The lawsuit alleges a
conspiracy to reduce worldwide and U.S. aluminum production. The Registrant
has made, and will make, its decisions regarding production levels independent-
ly. As noted above, the Registrant is confident that its conduct has been in
compliance with the antitrust laws.
Various other suits and claims are pending against Reynolds. In the opinion of
Reynolds' management, after consultation with counsel, disposition of these
suits and claims and the actions referred to in the preceding paragraphs,
either individually or in the aggregate, will not have a material adverse
effect on Reynolds' 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, claims or actions in a particular reporting period will not
be material in relation to the reported results for such period.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Registrant's security holders during
the fourth quarter of 1995.
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Registrant are as follows:
Name Age* Positions Held During Past Five Years
- ---- ---- -----------------------------------------
Richard G. Holder 64 Chairman of the Board and Chief Executive
Officer since May 1992. President and
Chief Operating Officer 1988-1992.
Director since 1984.
Randolph N. Reynolds** 54 Vice Chairman since January 1994.
Executive Vice President, International
1990-1994. President, Reynolds
International, Inc. ("RII"), a subsidiary
of the Company, since November 1980, and
Chief Executive Officer of RII since
November 1981. Director since 1984.
Jeremiah J. Sheehan 57 President and Chief Operating Officer since
January 1994. Executive Vice President,
Fabricated Products 1993-1994. Executive
Vice President, Consumer and Packaging
Products 1990-1993. Director since January
1994.
Henry S. Savedge, Jr. 62 Executive Vice President and Chief
Financial Officer since May 1992. Vice
President, Finance 1990-1992. Director
since 1992.
J. Wilt Wagner 54 Executive Vice President, Raw Materials,
Metals and Industrial Products since March
1993. Executive Vice President, Fabricated
Industrial Products 1992-1993. Vice
President, Mill Products Division 1990-
1992.
James R. Aitken 61 Vice President since April 1994. Executive
Vice President, RII since March 1993. Vice
President, Europe of RII and President,
Reynolds (Europe) Ltd., a subsidiary of
RII, 1987-1993.
Thomas P. Christino 56 Vice President, Flexible Packaging Division
since November 1993. Flexible Packaging
Division General Manager 1992-1993.
Flexible Packaging Products National Sales
and Marketing Manager 1987-1992.
Donald T. Cowles 48 Vice President and Reynolds Aluminum Supply
Company Division General Manager since
August 1995. Executive Vice President,
Human Resources and External Affairs
1993-1995. Vice President, General Counsel
and Secretary 1989-1993.
Eugene M. Desvernine 54 Vice President since April 1994. Executive
Vice President, RII since March 1993. Vice
President, Latin America of RII 1982-1993.
Allen M. Earehart 53 Vice President, Controller since April
1994. Controller 1993-1994. Director,
Corporate Accounting 1982-1993.
E. Jack Gates 54 Vice President, Raw Materials and Carbon
Products Division since April 1993. Raw
Materials and Precious Metals Division
General Manager 1993. Reduction Division
General Manager 1990-1993.
Rodney E. Hanneman 59 Vice President, Quality Assurance and
Technology Operations since March 1985.
Paul S. Hayden 53 Vice President, Recycling Division since
April 1995. Recycling Division General
Manager 1991-1995.
Douglas M. Jerrold 45 Vice President, Tax Affairs since April
1990.
D. Michael Jones 42 Vice President, General Counsel and
Secretary since February 1993. Associate
General Counsel and Assistant Secretary
1990-1993.
John B. Kelzer 59 Vice President, Extrusion Division since
April 1993. Extrusion Division General
Manager 1990-1993.
William E. Leahey, Jr. 46 Vice President, Can Division since April
1993. Can Division General Manager 1992-
1993. Can Division Sales and Marketing
Director 1990-1992.
John M. Lowrie 55 Vice President, Consumer Products Division
since October 1988.
F. Robert Newman 52 Vice President, Human Resources since
October 1995. Corporate Director, Human
Resources 1993-1995. Corporate Director,
Industrial Relations 1992-1993. Director,
Industrial Relations Operations 1986-1992.
John M. Noonan 62 Vice President, Construction Products and
Properties Divisions since January 1984.
Paul Ratki 56 Vice President, Metals Division since April
1994. Reduction and Reclamation Division
General Manager 1993-1994. Reduction and
Reclamation Division Operations Manager
1991-1993.
William G. Reynolds, Jr.** 56 Vice President, Government Relations and
Public Affairs since 1980.
John F. Rudin 50 Vice President, Chief Information Officer
since August 1995. Vice President since
April 1995. Reynolds Aluminum Supply
Company Division General Manager 1989-1995.
Julian H. Taylor 52 Vice President, Treasurer since April 1988.
C. Stephen Thomas 56 Vice President, Mill Products Division
since May 1992. Vice President, Can
Division 1990-1992.
Nicholas D. Triano 64 Vice President, Materials Management since
April 1989.
_______________
* As of February 17, 1996
** Randolph N. Reynolds and William G. Reynolds, Jr. are brothers.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant's Common Stock is listed on the New York Stock Exchange and the
Chicago Stock Exchange. At February 20, 1996, there were 9,666 holders of
record of the Registrant's Common Stock.
The high and low sales prices for shares of the Registrant's Common Stock as
reported on the New York Stock Exchange Composite Transactions Tape and the
dividends declared per share during the periods indicated are set forth below:
High Low Dividends
---- --- ---------
1995
First Quarter $ 56-1/2 $ 46-1/4 $.25
Second Quarter 52-3/8 46-3/4 .30
Third Quarter 64-3/4 51-5/8 .30
Fourth Quarter 58-5/8 48-1/2 .35
1994
First Quarter $ 54-5/8 $ 44-7/8 $.25
Second Quarter 50-5/8 40-3/8 .25
Third Quarter 58 47-1/4 .25
Fourth Quarter 59-3/8 44-3/4 .25
On February 16, 1996, the Board of Directors declared a dividend of $.35 per
share of Common Stock, payable April 1, 1996 to stockholders of record on
March 1, 1996.
Item 6. SELECTED FINANCIAL DATA
- ------------------------------------------------------------------------------
Consolidated Income Statement (In millions, except per share amounts)
- ----------------------------------------------------------------------
1995 1994 1993
1992 1991
- ------------------------------------------------------
Net sales $7,213 $5,879 $5,269
$5,593 $5,730
Equity, interest and other income 39 46 25
28 54
Gains on sales of assets - 88 -
36 -
- ------------------------------------------------------
7,252 6,013 5,294
5,657 5,784
- ------------------------------------------------------
Cost of products sold 5,772 4,996 4,657
4,762 4,760
Selling, administrative and
general expenses 449 376 358
369 378
Provision for depreciation and amortization 311 295 287
284 265
Interest expense 172 156 159
167 161
Operational restructuring and asset
revaluation costs - - 348
106 -
Provision for estimated
environmental costs - - -
164 -
- ------------------------------------------------------
6,704 5,823 5,809
5,852 5,564
- ------------------------------------------------------
Income (loss) before income taxes
and cumulative effects of
accounting changes 548 190 ( 515)
( 195) 220
Taxes on income (credit) 159 68 (193)
(86) 66
- ------------------------------------------------------
Income (loss) before cumulative
effects of accounting changes 389 122 ( 322)
( 109) 154
Cumulative effects of accounting
changes (1) - - -
(640) -
- ------------------------------------------------------
Net income (loss) $ 389 $ 122 ($ 322)
($ 749) $ 154
======================================================
Earnings per share
Primary earnings (losses) $5.35 $1.42 $(5.38)
$(12.56) $2.60
======================================================
Cash dividends declared
======================================================
per common share $1.20 $1.00 $1.20
$1.80 $1.80
======================================================
Other items:
Total assets $7,740 $7,461 6,709
$6,897 $6,685
======================================================
Long-term debt $1,853 $1,848 $1,990
$1,798 $1,854
======================================================
[FN]
(1) In 1992, the Company adopted FAS No. 106, requiring accrual accounting for
postretirement benefits other than pensions, and FAS No. 109, which
requires use of the liability method of determining deferred income taxes.
Charges of $610 million (FAS No. 106) and $30 million (FAS No. 109) were
recognized in 1992 for the cumulative effects of these accounting changes.
The adoption of FAS No. 109 enabled the Company to fully recognize the
deferred tax benefits associated with the adoption of FAS No. 106.
[/FN]
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following information should be read in conjunction with the consolidated
financial statements, related notes and other sections of this report. In the
tables, dollars are in millions, except per share and per pound amounts, and
shipments are in thousands of metric tons. A metric ton is equivalent to 2,205
pounds.
- -------------------------------------------------------------------------------
RESULTS OF OPERATIONS
The Company had a very successful year in 1995 with record shipments and
revenues and the third-highest net income in the Company's history. These
results reflect continued strength in overall global demand for aluminum
products, improved prices and actions the Company has taken to improve
operating performance such as acquisitions, divestitures, restructurings and
cost reductions. The Company achieved these results despite weaker market
conditions in the second half of the year and with approximately 20% of its
primary aluminum capacity temporarily idled. The overall improved performance
and optimistic long-term outlook for the aluminum business led the Company to
increase the dividend on its common stock in 1995 at an annual rate of 40%.
1995 1994
1993
- -----------------------------------
Net income (loss) $389 $122
$(322)
Net income (loss) includes special items:
Gains on sales of assets - 57
-
Operational restructuring and asset revaluation costs - -
(227)
Earnings (loss) per share $5.35 $1.42
$(5.38)
Earnings (loss) per share includes special items:
Gains on sales of assets - .92
-
Operational restructuring and asset revaluation costs - -
(3.80)
ALUMINUM INDUSTRY
The aluminum industry turned in a strong performance in 1995, particularly in
the first half of the year, due to improved aluminum supply/demand
fundamentals. Prices for both primary and fabricated aluminum products
improved from their recent depressed lows. Industry shipments increased in
late 1994 and early 1995, largely as a result of hedge buying by end-users
anticipating price increases. The hedge buying occurred primarily in the
aluminum beverage can and distributor markets. This created a customer
inventory buildup, which resulted in lower shipments to these markets during
the second half of 1995 as excess inventories were starting to be reduced.
Additionally, the soft landing of the U.S. and European economies that occurred
in 1995 led to lower shipments to some markets, particularly construction and
automotive. The inventory liquidation process and the economic soft landing
led to lower primary aluminum prices in the latter part of 1995.
SHIPMENTS AND NET SALES
1995 1994
1993
- ---------------------------------------------------------
Net Net
Net
Shipments Sales Shipments Sales
Shipments Sales
--------- ----- --------- -----
- --------- -----
Finished Products and Other Sales
- ---------------------------------
Packaging and containers
Aluminum 368 $1,871 359 $1,583 268
$1,262
Nonaluminum 556 529
511
Other aluminum 163 580 151 449 124
359
Other nonaluminum 528 479
396
- ---------------------------------------------------------
531 3,535 510 3,040 392
2,528
- ---------------------------------------------------------
Production and Processing
- -------------------------
Primary aluminum 346 684 277 440 309
380
Sheet and plate 409 1,350 418 1,003 452
1,063
Extrusions 200 765 211 627 183
526
Other aluminum 179 494 157 391 158
352
Other nonaluminum 385 378
420
- ---------------------------------------------------------
1,134 3,678 1,063 2,839 1,102
2,741
- ---------------------------------------------------------
Total 1,665 $7,213 1,573 5,879 1,494
$5,269
=========================================================
Average realized price per pound:
- --------------------------------
Fabricated aluminum products $1.84 $1.48
$1.45
Primary aluminum 0.90 0.72
0.56
Finished Products and Other Sales
- ---------------------------------
Aluminum packaging and container shipments increased in 1995 and 1994,
principally due to additional aluminum beverage can and end shipments resulting
primarily from acquisitions in late 1993 and mid-1994.
The increases in other aluminum shipments in 1995 and 1994 resulted from the
1994 acquisition of a metals distribution company and strong demand in the
distribution market in 1994.
Production and Processing
- -------------------------
Primary aluminum shipments fluctuate from year to year because of variations in
internal requirements and changes in customer demand for value-added foundry
ingot and billet. The acquisition of an additional interest in the Becancour,
Quebec primary aluminum production facility contributed to the increase in
1995. The decrease in 1994 resulted from a decision to idle 88 thousand metric
tons of primary aluminum capacity late in 1993 due to weak aluminum
supply/demand fundamentals at that time.
Shipments of sheet and plate were slightly lower in 1995 compared to 1994, as
higher can stock shipments were offset by lower shipments of other sheet
products. The increase in can stock shipments resulted from higher shipments
to the growing operations of the Company's partially owned aluminum beverage
can operations in Latin America. Shipments of other sheet products decreased
due to the conversion of a portion of the Company's sheet business to
tolling. The decline from 1993 to 1994 can be attributed to the restructuring
of the Company's Illinois sheet and plate facility and lower can stock
shipments caused by greater internal consumption by the Company's growing can
manufacturing operations.
Extrusion shipments were slightly lower in 1995 after increasing in 1994. The
differences in shipping levels primarily reflect changes in demand for
electrical rod that was impacted by customers adjusting inventory levels in
1995. Additionally, the Company's restructuring of extrusion operations in
1993, to focus on markets with the greatest potential, has resulted in reduced
shipments of certain products in each of the past two years.
The increase in shipments of other aluminum products in 1995 resulted from
strong demand for aluminum wheels in the transportation market and for
deoxidation products in the steel industry.
Net Sales
- ---------
The increases in net sales resulted from higher shipments and improved aluminum
prices in 1995 and from higher shipments in 1994. Average realized prices for
fabricated aluminum products increased more than 20% in 1995 due to strong
demand for these products.
The increases in sales of nonaluminum products in 1995 and 1994 were due
partially to higher sales of stainless steel (due in part to the 1994
acquisition of a metals distribution company). The increases also resulted
from higher sales of alumina in 1995 and increased sales of vinyl building
products and packaging products in 1994.
OPERATING PROFIT (LOSS)
1995 1994 1993
---------------------------------
Finished Products and Other Sales $232 $256 $146
Production and Processing 492 2 (188)
Operating profits in Finished Products and Other Sales and Production and
Processing in 1995 and 1994 benefited from improved shipping volumes (except
for Production and Processing in 1994), higher prices for aluminum products,
increased levels of capacity utilization at aluminum fabricating operations and
performance-improvement programs, including acquisitions, divestitures,
restructurings and cost reductions. Operating profits in both years were
adversely affected by higher costs for purchased materials and increases in
selling, administrative and general expenses, which were generally the result
of the higher level of business activity. Unused capacity at primary aluminum
and alumina production facilities adversely affected operating results in all
three years. The Company has temporarily curtailed U.S. primary aluminum
production of 209,000 metric tons and had reduced production at its Texas
alumina refinery. The alumina refinery returned to full production during 1995
due to strong demand in the alumina market.
Restructuring actions for which charges were taken in 1993 and 1992 reduced
1995 and 1994 operating costs. Most significant was the restructuring of the
Company's sheet and plate facility in Illinois, where the production of various
common alloy aluminum sheet products was discontinued by mid-1994. The Company
streamlined the plant to manufacture sheet and plate products for the
automotive, aircraft and aerospace markets. Extrusion operations also were
restructured in 1993 to increase competitiveness and focus on markets with the
greatest growth potential. As a result, the Company discontinued production of
irrigation tubing at a California facility, and a Kentucky operation was
converted to manufacture products for the automotive industry.
In 1995, the Company closed an aluminum beverage can manufacturing facility in
New York. The facility's billion-can annual capacity was determined to be in
excess of the Company's customer needs due to productivity gains throughout the
Company's can system, a geographic shift in customer demand and slower overall
growth in U.S. demand for aluminum beverage cans. The Company has sold the
equipment at the facility and intends to sell the plant and property. In 1995,
the Company recorded asset revaluation costs related to certain of its foreign
investments, and costs related to the closing of the can facility, of $25
million. As a result of changes in estimated requirements for previously
restructured operations, existing reserves of approximately the same amount
were reversed during 1995. These actions did not have a material impact on
revenues, operating results or financial position.
GEOGRAPHIC AREA ANALYSIS
The Company has operations in the U.S., Canada and other foreign areas, which
include Europe, Latin America and Australia. Certain of these operations,
especially in Latin America, consist of equity interests, whose sales are not
included in the consolidated net sales of the Company. The Company
participates in an unincorporated joint venture that mines bauxite and produces
alumina in Australia.
U.S. operations produce and sell a broad range of aluminum and nonaluminum
products. U.S. sales and operating profits increased in 1995 and 1994 on the
strength of higher shipments of certain products, especially cans and ends, and
higher realized prices for aluminum products.
Sales and operating profits from Canada and Europe increased in 1995 due to
higher realized prices for aluminum products and in 1994 due to higher
shipments.
INTEREST EXPENSE
Interest expense increased in 1995 due to higher rates and declined in 1994 due
to lower amounts of debt outstanding. The Company uses interest rate swap
agreements to manage its exposure to interest rate fluctuations after
considering market conditions and levels of variable-rate and fixed-rate debt
outstanding. These arrangements caused interest expense to be slightly higher
in 1995 and slightly lower in 1994. The Company's strategy is to provide for
lower interest expense during economic downturns, with the potential for higher
interest cost during periods of economic growth.
TAXES ON INCOME
The Company pays U.S. federal and state taxes and foreign taxes based on the
laws of the various jurisdictions in which it operates. The effective tax
rates reflected in the income statement differ from the U.S. federal statutory
rate principally because of foreign taxes, the effects of percentage depletion
allowances and, in 1995, the effect of a non-recurring foreign tax benefit. A
reconciliation of the effective rates is included in Note H to the consolidated
financial statements.
At December 31, 1995, the Company had recorded $902 million of deferred tax
assets that relate primarily to its U.S. tax positions. The most significant
portions of these assets relate to tax carryforward benefits and accrued costs
for employee health care and environmental and restructuring costs. A major
portion of these assets will be realized in the future through the reversal of
temporary differences, principally depreciation. To the extent that these
assets are not covered by reversals of depreciation, the remainder is expected
to be realized through U.S. income earned in future periods. The Company has
worldwide operations in many tax jurisdictions that generate deferred tax
assets and/or liabilities. Deferred tax assets and liabilities have been
netted by jurisdiction and this results in both a deferred tax asset and a
deferred tax liability on the balance sheet.
The Company has a strong history of sustainable earnings. However, even
without considering projections of income, certain tax planning strategies,
such as changing the method of valuing inventories from LIFO to FIFO and/or
entering into sale-leaseback transactions, would generate sufficient taxable
income to realize the portion of the deferred tax asset related to U.S.
operations. Also, the majority of the U.S. tax carryforward benefits can be
carried forward indefinitely.
Based on its evaluation of these matters, the Company is confident that its
deferred tax assets will be realized and is not aware of any events or
uncertainties that could significantly affect its conclusions regarding
realization. The Company reassesses the realization of deferred tax assets
quarterly and, if necessary, adjusts its valuation allowance accordingly.
ENVIRONMENTAL
Annual capital expenditures for equipment designed for environmental control
purposes averaged approximately $36 million over the last three years. Ongoing
environmental operating costs for the same period averaged approximately $76
million per year. The Company estimates that operating expenditures for 1996
through 1998 will remain at approximately these same levels and estimates
annual capital expenditures for environmental control facilities at
approximately $53 million in 1996, $98 million in 1997 and $82 million in 1998.
The majority of these expenditures are associated with the capital spending
program referred to below at the Company's New York primary aluminum production
plant.
The Company's spending on environmental compliance will be influenced by future
environmental regulations, including those issued and to be issued under the
Clean Air Act Amendments of 1990. The Company has begun a five-year capital
spending program of an estimated $150 million to $200 million at its primary
aluminum production plant in New York. The project includes new air emissions
controls and a phased modernization of the plant's production lines. The
Company is accelerating certain expenditures believed necessary to achieve
compliance with the Clean Air Act's Maximum Achievable Control Technology
standards, although the U.S. Environmental Protection Agency (the "EPA") is
still developing such standards. Based on current information, it is estimated
that compliance with the Clean Air Act's hazardous air pollutant standards will
require in excess of $250 million of capital expenditures (including a portion
of the expenditures at the New York plant referred to above), principally at
the Company's U.S. primary aluminum plants.
The Company is involved in remedial investigations and actions at various
locations, including EPA Superfund sites where the Company and, in most cases,
others have been designated as potentially responsible parties.
The Company accrues remediation costs when it establishes the probability that
such efforts will be required and the costs can be reasonably estimated. The
Company evaluates the status of all significant existing or potential
environmental issues quarterly, develops or revises cost estimates to satisfy
known remediation requirements, and adjusts the accrual accordingly. At
December 31, 1995, the accrual was $242 million ($272 million at December 31,
1994) and reflects management's best estimate of the Company's ultimate
liability for known remediation costs.
In estimating anticipated costs, the Company considers the extent of its
involvement at each site, joint and several liability provisions under
applicable law, and the likelihood of obtaining contributions from other
potentially responsible parties. Potential insurance recoveries are uncertain
and therefore have not been considered. Based on information currently
available, remediation expenditures relating to costs currently accrued are
expected to be made over the next 15 to 20 years with the majority spent by the
year 2000. Cash flows from operations are expected to provide most of the
funds for capital, operating and remediation expenditures.
Estimating future environmental compliance and remediation costs is imprecise
due to the continuing evolution of environmental laws and regulatory
requirements, the availability and application of technology, the
identification of currently unknown remediation sites, and the allocation of
costs among potentially responsible parties. Future costs are not expected to
have a material adverse effect on the Company's competitive or financial
position or ongoing operating results. However, future costs of environmental
remediation requirements that may subsequently be determined could be material
to future quarterly or annual results of operations.
OTHER INFORMATION
In 1995, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. The Company
will adopt the statement in 1996. It is not expected to have a material impact
on the Company's financial position or results of operations.
Also in 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation. With respect to accounting for its stock options, as permitted
under SFAS No. 123, the Company intends to retain the intrinsic value method
currently used as prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees. The Company will provide disclosures
in accordance with SFAS No. 123 when the standard is adopted in 1996.
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.
Rates for electricity charged by the Bonneville Power Administration ("BPA"),
which serves the Company's Oregon and Washington primary aluminum production
plants, have been settled through October 1996, with a 4% increase over the
prior rate. The Company and BPA have entered into a 5-year contract that would
supersede the existing power contract for the period October 1996 - September
2001 (when the existing contract was due to expire). The new contract
establishes a fixed rate, which is 16% less than rates now in effect, that
would apply for the entire term of the new contract. The contract is, however,
subject to review and approval both in BPA's currently pending rate case and in
a subsequent review process conducted by the Federal Energy Regulatory
Commission. Further, as part of a BPA rate decision, the contract is subject
to appeal in the courts by third parties. Should the new contract be rejected
in any of these processes, the Company could continue service under the
existing contract, renegotiate with BPA, or contract for competitive power
supplied by third parties.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
Working capital totaled $647 million at the end of 1995 compared to $898
million at the end of 1994. The ratio of current assets to current liabilities
was 1.5/1 at the end of 1995 compared to 1.6/1 at year-end 1994. The decrease
in working capital was due to the use of cash and the proceeds from the
maturities of investments in debt securities to fund a part of the requirements
of investing activities.
OPERATING ACTIVITIES
Cash provided from operations in 1995, 1994 and 1993 amounted to $489 million,
$493 million and $259 million, respectively. The Company used these funds for
investing activities during this period.
INVESTING ACTIVITIES
Substantial investments have provided the Company with low-cost operations in
most of its raw materials, industrial and finished products businesses. The
Company is now focusing on strategic areas for expansion and on further quality
and efficiency enhancements. The table below shows actual and projected
capital expenditures in the following categories: operational (replacement
equipment, environmental control projects, etc.), strategic (performance
improvement and strategic investments), and acquisitions and investments.
Projected
1996 1995 1994 1993
---- ---- ---- ----
Operational $230 $219 $151 $146
Strategic 195 189 107 138
Acquisitions and investments 65 437 146 117
--------------------------------------------
Total capital investments $490 $845 $404 $401
============================================
In the Finished Products and Other Sales operating area, strategic projects and
acquisitions and investments that have been completed in the past three years
or that are underway include: the acquisition of can manufacturing facilities
that increased the Company's U.S. can-making capacity by 70%; the expansion and
modernization of other can manufacturing facilities; the participation as a
joint-venture partner in the construction of can manufacturing facilities in
Argentina, Brazil, Chile and Saudi Arabia; expansions at foil and plastic film
facilities; and the acquisitions of a metals distribution business, a printing
cylinder engraving company, a foil laminating plant, and a flexible packaging
manufacturing operation.
In the Production and Processing operating area, strategic projects and
acquisitions and investments that have been completed in the past three years
or that are underway include: the acquisition of an additional interest (6%)
in an alumina refinery in Australia; the acquisition of an additional interest
(24.95%) in the Becancour, Quebec primary aluminum production facility; the
modernization of a primary aluminum production plant in New York; the
construction of a plant in Arkansas that processes spent potliner into an
environmentally acceptable material with potential for recycling; a quality
improvement program at a can sheet operation in Alabama; the construction and
expansion of a facility in Indiana to produce bumpers and other automotive
components; and the modification and equipping of a purchased facility in
Wisconsin to produce aluminum wheels.
In addition to these major projects, capacity expansions, equipment upgrades
and/or improvement programs have been completed or are currently underway at a
number of other facilities.
Capital investments for 1996 will include amounts for those projects now
underway, the participation in a joint venture in China that produces foil and
extrusions, and continuing operating requirements. Projected 1996 capital
investments do not include amounts for acquisitions as no significant
acquisitions are pending. The Company will, however, consider any
opportunities that arise.
A part of the Company's strategy is to sell non-core assets and redeploy the
proceeds into strategic businesses. In early 1995, the Company sold its
remaining gold mining assets in Australia. In 1994, the Company sold a can
manufacturing facility in Austria, a subsidiary that held a 40% investment in
an Australian gold mine, and timberland in the Pacific Northwest.
FINANCING ACTIVITIES
The Company believes its available financial resources, 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 December 31, 1995, $150
million of the Company's $1.65 billion shelf registration remained available
for the issuance of debt securities. The Company also has a $500 million
revolving credit facility. Following is a summary of significant financing
activities over the past three years:
1993:
- -- Issued $78 million of medium-term notes at an average rate of 7.5% that
mature in 2004 to 2013
- -- Issued $285 million of 6-5/8% amortizing notes due between 1998 and 2002
- -- Borrowed $150 million under a bank credit agreement that requires a single
repayment in 1998 and bears interest at a variable rate (6.4% at
December 31, 1995)
Proceeds from these activities were used for voluntary prepayment of $143
million of a term loan agreement, refinancing approximately $200 million of
short-term obligations, scheduled payments on long-term obligations of
approximately $100 million and for general corporate purposes.
1994:
- -- Issued 11 million shares of 7% PRIDES(SM), Convertible Preferred Stock for
$47.25 (stated value) per share, which generated $505 million of net
proceeds
- -- Voluntarily prepaid the remaining balance ($72 million) of a term loan
agreement and repaid the balance ($50 million) of commercial paper
outstanding
The Company used proceeds from the PRIDES issue for capital investments in 1994
and 1995 and to repay obligations incurred in the fourth quarter of 1993 to
acquire Miller Brewing Company's can manufacturing operations.
FINANCING ACTIVITIES - continued
1995:
- -- Amended the $500 million revolving credit facility arranged in 1994 to
extend the term from 1999 to 2000 and lower the commitment fee on the
unused portion of the facility from .20% to .125%. No amounts were
outstanding under the facility at December 31, 1995
- -- Borrowed $22 million through the issuance of tax-exempt bonds that require
a single repayment in 2025 and bear interest at a variable rate (4% at
December 31, 1995)
- -- Issued $72 million of medium-term notes, which bear interest at an
average rate of 6% and mature in 1996 and 1997
- -- Increased the quarterly dividend on the Company's common stock by 10 cents
to 35 cents per share, in view of the Company's improved performance and
outlook for the future
Proceeds from the tax-exempt bonds were used to finance a portion of the costs
of acquiring, constructing and installing environmental control facilities at
the Company's primary aluminum production plant in New York. Proceeds from the
medium-term notes were supplemented with cash on hand and cash generated from
operations to acquire an additional interest (24.95%) in the Becancour, Quebec
primary aluminum production facility for approximately $390 million, plus
associated working capital.
In 1993, the Company filed a registration statement relating to the
contribution, through December 31, 1995, of up to 3 million shares of common
stock to its pension plans. The shares were contributed as follows (in
millions):
Year Shares Value
---- ------ -----
1993 .6 $28
1994 1.5 77
1995 .9 45
----------------------------
3.0 $150
============================
OUTLOOK AND STRATEGY
At the beginning of 1996, the liquidation of excess customer inventories
continues and slower economic growth rates worldwide are expected to have an
impact on market conditions, possibly through the first half. As the year
progresses, market conditions are expected to improve based on the Company's
projections of world economic growth of just over 3%, and world aluminum
consumption growth of 3.5%-4%. After the inventory liquidation process ends,
and barring a recession in any major world economy, the Company expects the
improvement in aluminum industry supply/demand fundamentals to continue for the
next several years. The Company's outlook for growth in aluminum consumption
for the remainder of this decade is an average of 4% per year, compared to 1.5%
in the 1980s, and 2% in the 1970s. The Company expects greater use of aluminum
around the world in automobiles and other light vehicles; rapid growth of the
aluminum beverage can market in Latin America, Asia, the Middle East, and other
developing economies; and increased use of aluminum in the building and
construction markets, particularly in developing countries.
The Company's strategy is to continue improving its global competitive position
as a vertically integrated producer of value-added aluminum products, with
emphasis on growth opportunities in its fabricating operations serving the can,
packaging, consumer products, transportation, and building and construction
markets. To improve its competitiveness, the Company has undertaken intensive
cost reduction and performance improvement programs that include work force
reductions, permanent closures of higher-cost facilities, disposal of
uneconomic and non-core assets, and operational and organizational
restructuring. The Company's restructuring efforts and performance
improvements of the past few years, along with improving economic conditions
that are expected to create a strong demand for aluminum, should contribute
significantly to the Company's operating results.
Primary aluminum is an internationally traded commodity. The price of primary
aluminum is subject to worldwide market forces of supply and demand. Prices
can be volatile and fluctuations influence the Company's financial results.
The world market is still recovering from a serious supply-demand imbalance
that began in the early 1990s and there may be periods of marked short-term
price volatility. The Company's strategy of being a vertically integrated
producer of value-added aluminum products reduces its exposure to these
fluctuations, but does not eliminate it. The Company manages its exposure to
these fluctuations, after giving consideration to market conditions, sale and
purchase transactions, overall business strategies and other factors that
affect the Company's risk profile, with contractual arrangements including
fixed-price sales contracts, fixed-price supply contracts, and forward, futures
and option contracts. Through these activities, the Company balances its risk
profile consistent with management's operational strategies.
In addition to the aluminum price risk, the Company is exposed to general
financial, political, economic and business risks in connection with its
worldwide operations. The Company continues to evaluate and manage its
operations in a manner to mitigate the effects from exposure to such risks.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS (In millions, except
per share amounts)
===============================================================================
==================
Years ended December 31 1995 1994
1993
- -------------------------------------------------------------------------------
- ------------------
REVENUES
Net sales $7,213 $5,879
$5,269
Equity, interest and other income 39 46
25
Gains on sales of assets - 88
-
- -------------------------------------------------------------------------------
- ------------------
7,252 6,013
5,294
- -------------------------------------------------------------------------------
- ------------------
COSTS AND EXPENSES
Cost of products sold 5,772 4,996
4,657
Selling, administrative and general expenses 449 376
358
Provision for depreciation and amortization 311 295
287
Interest - principally on long-term obligations 172 156
159
Operational restructuring and asset revaluation costs - -
348
- -------------------------------------------------------------------------------
- ------------------
6,704 5,823
5,809
- -------------------------------------------------------------------------------
- ------------------
EARNINGS
Income (loss) before income taxes 548 190
( 515)
Taxes on income (credit) 159 68
(193)
- -------------------------------------------------------------------------------
- ------------------
NET INCOME (LOSS) 389 122
( 322)
Preferred stock dividends 36 34
-
- -------------------------------------------------------------------------------
- ------------------
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS 353 88
( 322)
RETAINED EARNINGS
Balance at beginning of year 980 954
1,348
Cash dividends on common stock 77 62
72
- -------------------------------------------------------------------------------
- ------------------
Retained earnings at end of year $1,256 $ 980
$ 954
===============================================================================
==================
EARNINGS PER SHARE
Average shares outstanding 73 62
60
Net income (loss) $5.35 $1.42
$(5.38)
===============================================================================
==================
CASH DIVIDENDS PER COMMON SHARE $1.20 $1.00
$1.20
===============================================================================
==================
See notes beginning on page 36.
/TABLE
CONSOLIDATED BALANCE SHEET (In
millions)
===============================================================================
==================
December 31 1995
1994
- -------------------------------------------------------------------------------
- ------------------
ASSETS
Current assets
Cash $ 17
$ 26
Short-term investments (cash equivalents 1995 - $22, 1994 - $282) 22
408
Receivables
Customers, less allowances of $20 (1994 - $19) 889
851
Other 154
111
- -------------------------------------------------------------------------------
- ------------------
Total receivables 1,043
962
Inventories 891
873
Prepaid expenses 41
53
- -------------------------------------------------------------------------------
- ------------------
Total current assets 2,014
2,322
Unincorporated joint ventures and associated companies 1,286
856
Property, plant and equipment - net 3,223
3,108
Deferred taxes 376
426
Other assets 841
749
- -------------------------------------------------------------------------------
- ------------------
Total assets $7,740
$7,461
===============================================================================
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Trade payables $ 527
$ 658
Accrued compensation and related amounts 252
263
Payables to unincorporated joint ventures and
associated companies 102
84
Short-term borrowings 111
120
Long-term debt 101
18
Other liabilities 274
281
- -------------------------------------------------------------------------------
- ------------------
Total current liabilities 1,367
1,424
Long-term debt 1,853
1,848
Postretirement benefits 1,213
1,145
Environmental 178
236
Deferred taxes 236
183
Other liabilities 276
353
Stockholders' equity
Preferred stock 505
505
Common stock 941
870
Retained earnings 1,256
980
Cumulative currency translation adjustments (22)
(43)
Pension liability adjustment (63)
(40)
- -------------------------------------------------------------------------------
- ------------------
Total stockholders' equity 2,617
2,272
Contingent liabilities and commitments (Notes I and J)
- -------------------------------------------------------------------------------
- ------------------
Total liabilities and stockholders' equity $7,740
$7,461
===============================================================================
==================
See notes beginning on page 36.
CONSOLIDATED STATEMENT OF CASH FLOWS (In
millions)
===============================================================================
==================
Years ended December 31 1995
1994 1993
- -------------------------------------------------------------------------------
- ------------------
OPERATING ACTIVITIES
Net income (loss) $389
$122 ($322)
Adjustments to reconcile to net cash provided by
operating activities:
Depreciation and amortization 311
295 287
Gains on sales of assets -
(88) -
Deferred taxes 127
7 (161)
Operational restructuring and asset revaluation costs -
- 344
Other (76)
42 106
Changes in operating assets and liabilities net of
effects from acquisitions and dispositions:
Accounts payable, accrued and other liabilities (173)
272 50
Receivables (59)
(173) (55)
Inventories 17
(106) 70
Other (47)
122 (60)
- -------------------------------------------------------------------------------
- ------------------
Net cash provided by operating activities 489
493 259
INVESTING ACTIVITIES
Capital investments
Operational (219)
(151) (146)
Strategic (189)
(107) (138)
Acquisitions and investments (437)
(146) (117)
Purchases of debt securities -
(139) -
Maturities of investments in debt securities 125
14 -
Proceeds from sales of assets 28
162 36
Other (48)
(71) 60
- -------------------------------------------------------------------------------
- ------------------
Net cash used in investing activities ( 740)
( 438) ( 305)
FINANCING ACTIVITIES
Proceeds from long-term debt 106
- 545
Proceeds from preferred stock issue -
505 -
Reduction of long-term debt and other financing liabilities (22)
(165) (469)
Decrease in short-term borrowings (18)
(37) (20)
Cash dividends paid (106)
(71) (72)
Other 22
2 1
- -------------------------------------------------------------------------------
- ------------------
Net cash provided by (used in) financing activities ( 18)
234 ( 15)
CASH AND CASH EQUIVALENTS
Net increase (decrease) ( 269)
289 ( 61)
At beginning of year 308
19 80
- -------------------------------------------------------------------------------
- ------------------
At end of year $ 39
$ 308 $ 19
===============================================================================
==================
See notes beginning on page 36.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
(In the tables, dollars are in millions, except share amounts. Certain amounts
have been reclassified to conform to the 1995 presentation.)
- -------------------------------------------------------------------------------
NOTE A - ACCOUNTING POLICIES
- ----------------------------
General
- -------
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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Principles of Consolidation
- ---------------------------
The accounts of the Company and its majority-owned subsidiaries are included in
the consolidated financial statements after eliminating intercompany
transactions, profits and losses. The investments in unincorporated joint
ventures, which are production facilities without marketing or sales
activities, are accounted for on an investment cost basis adjusted for the
Company's share of the non-cash production charges of the operation.
Investments in associated (20% to 50% owned) companies are carried at cost,
adjusted for the Company's equity in their undistributed net income.
Revenue Recognition
- -------------------
Revenues are recognized when products are shipped and the title and risk of
ownership pass to the customer.
Inventories
- -----------
Inventories are stated at the lower of cost or market. Costs of inventories
totaling $312 million in 1995 and $309 million in 1994 were determined by the
last-in, first-out (LIFO) method. Remaining inventories of $579 million in
1995 and $564 million in 1994 were determined by the average or first-in,
first-out (FIFO) methods. If the FIFO method were applied to LIFO inventories,
the amount for inventories would increase by $508 million at December 31, 1995,
and $454 million at December 31, 1994. Since certain inventories may be sold
at various stages of processing, no practical distinction can be made between
finished products, in-process products and other materials. Inventories are
therefore presented as a single classification.
Depreciation and Amortization
- -----------------------------
Depreciation of plant and equipment is recorded on the straight-line method
over their estimated useful lives. Improvements to leased properties are
amortized generally on the basis of the shorter of the terms of the respective
leases or the estimated useful lives of the related facilities.
Environmental Expenditures
- --------------------------
The Company's policy is to accrue remediation costs when it is probable that
such efforts will be required and the related costs can be reasonably
estimated.
Postemployment Benefits
- -----------------------
The expected cost of postemployment benefits is accrued when it becomes
probable that such benefits will be paid.
Hedging
- -------
The Company designates forward, futures and option contracts and swap
agreements to manage market risks resulting from fluctuations in the aluminum,
foreign currency and debt markets. These instruments, which are held for
purposes other than trading, are effective in minimizing these risks by
creating equal and offsetting market exposure. None of these instruments
contain multiplier or leverage features. The
NOTE A - ACCOUNTING POLICIES - continued
- ----------------------------------------
Company is exposed to credit risk if the other parties to these instruments do
not perform. The Company closely monitors the creditworthiness of the
counterparties and they are expected to fulfill their obligations. Instruments
utilized by the Company to manage risks in the foreign currency and debt
markets are not material. For contracts that are designated and effective as
hedges, unrealized gains and losses are deferred and recorded as a component of
the underlying transaction. Realized gains or losses resulting from
termination of contracts designated as hedges are deferred as a component of
other assets or liabilities until the occurrence of the underlying transaction.
Realized and unrealized gains and losses on contracts that relate to
transactions that are no longer probable of occurring are recognized in results
currently.
Earnings Per Share
- ------------------
For 1995, earnings per share equals net income divided by the weighted-average
number of common shares and common share equivalents outstanding during the
year. The number of common share equivalents outstanding was based on the
assumed conversion of the Company's preferred stock ("PRIDES"). For the
purpose of this computation, the conversion rate (0.88 per share) of common
stock for each share of PRIDES was based on the average market value of the
Company's common stock during the year ($53.56 per share). For 1994, earnings
per share equals net income, minus PRIDES dividends, divided by the
weighted-average number of common shares outstanding during the year. Common
share equivalents relating to the PRIDES were not included in 1994 since their
effect would have been anti-dilutive. For 1993, earnings per share equals net
income divided by the weighted-average number of common shares outstanding
during the year.
Statement of Cash Flows
- -----------------------
For purposes of the Statement of Cash Flows, all highly liquid, short-term
investments purchased with an original maturity of three months or less are
considered to be cash equivalents.
New Accounting Rules
- --------------------
In 1995, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. The Company
will adopt the statement in 1996. It is not expected to have a material impact
on the Company's financial position or results of operations.
Also in 1995, the FASB issued SFAS No. 123, Accounting for Stock-Based
Compensation. With respect to accounting for its stock options, as permitted
under SFAS No. 123, the Company intends to retain the intrinsic value method
currently used as prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees. The Company will provide disclosures
in accordance with SFAS No. 123 when the standard is adopted in 1996.
NOTE B - GAINS ON SALES OF ASSETS
- ---------------------------------
In 1994, the Company completed the sale of Reynolds Australia Metals, Ltd.,
which held a 40% interest in the Boddington Gold Mine, to a subsidiary of
Poseidon Gold Limited, recognizing a pre-tax gain of $63 million. Also in
1994, the Company recorded a pre-tax gain of $25 million on the sale of
timberland in the Pacific Northwest.
NOTE C - UNINCORPORATED JOINT VENTURES AND ASSOCIATED COMPANIES
- ---------------------------------------------------------------
The Company has interests in unincorporated joint ventures that produce alumina
and primary aluminum. The investments in these entities consist of the
following:
December 31
---------------------
1995 1994
---------------------
Current assets $67 $71
Current liabilities (54) (51)
Property, plant and equipment and other assets 1,032 624
---------------------
Net investment $1,045 $644
=====================
The Company also has interests in foreign-based associated companies that
produce bauxite, alumina, primary aluminum, hydroelectric power and aluminum
cans. The investments in these companies were $241 million and $212 million at
December 31, 1995 and 1994, respectively, which includes advances of $46
million and $49 million.
The Company recorded equity income (pre-tax) of $17 million, $24 million and $9
million during 1995, 1994 and 1993, respectively. Summarized financial
information related to these entities is as follows:
Years ended December 31
-----------------------------
1995 1994 1993
-----------------------------
Net sales $709 $476 $444
Cost of products sold 602 410 376
Net income 37 33 22
December 31
----------------------
1995 1994
----------------------
Current assets $533 $367
Non-current assets 575 422
Current liabilities 384 214
Non-current liabilities 265 197
Stockholders' equity 459 378
NOTE D - PROPERTY, PLANT AND EQUIPMENT - AT COST
- ------------------------------------------------
December 31
-----------------------
1995 1994
-----------------------
Land, land improvements and mineral properties $302 $306
Buildings and leasehold improvements 1,057 1,030
Machinery and equipment 4,972 4,797
Construction in progress 269 175
-----------------------
$6,600 $6,308
Less allowances for depreciation and amortization 3,377 3,200
-----------------------
Net property, plant and equipment $3,223 $3,108
=======================
NOTE E - FINANCING ARRANGEMENTS
- -------------------------------
December 31
------------------------
1995 1994
------------------------
Public debt securities:
Medium-term notes $1,046 $976
6-5/8% amortizing notes 284 284
9% debentures due 2003 100 100
9-3/8% debentures due 1999 100 100
Industrial and environmental control revenue bonds 242 220
Other issues:
Bank credit agreement 150 150
Mortgages and other notes payable 32 36
------------------------
1,954 1,866
Amounts due within one year 101 18
------------------------
Long-term debt $1,853 $1,848
========================
Maturities of long-term debt at December 31, 1995 were $101 million in 1996,
$72 million in 1997, $292 million in 1998, $197 million in 1999, $155 million
in 2000 and $1,137 million from 2001 to 2025. Interest paid amounted to $172
million, $152 million and $159 million during 1995, 1994 and 1993,
respectively, net of interest capitalized of $7 million, $5 million and $8
million.
The Company has on file a shelf registration to issue up to $1.65 billion of
debt securities. The medium-term notes, 9% debentures and 9-3/8% debentures
were issued under the shelf registration. The medium-term notes bear interest
at an average fixed rate of 8.8% and have maturities ranging from 1996 to 2013.
At December 31, 1995, $150 million of debt securities remained unissued under
the shelf registration.
The 6-5/8% amortizing notes were issued at a discount (99.48%) and have an
effective interest rate of 6.7%. The notes require annual principal repayments
of $57 million each year between 1998 and 2002.
Industrial and environmental control revenue bonds consist principally of
variable-rate debt with interest rates averaging approximately 4.3% at December
31, 1995. These bonds require principal repayment periodically or in a lump
sum through 2025. $237 million of these bonds are supported by bank letters of
credit.
The bank credit agreement bears interest at a variable rate (6.4% at December
31, 1995) and requires a single repayment in 1998.
The mortgages and other notes payable category consists of fixed-rate debt at
an average rate of 6.7% and requires principal repayment through 2009.
The Company has a $500 million revolving credit facility that expires in 2000.
No amounts were outstanding under the facility at December 31, 1995. The
Company pays a commitment fee of .125% per year on the unused portion of the
facility.
NOTE E - FINANCING ARRANGEMENTS - continued
- -------------------------------------------
The Company designates interest rate swap agreements to manage a portion of its
exposure to interest rate fluctuations after considering outstanding levels of
variable-rate and fixed-rate debt. The differential to be paid or received
under these agreements as interest rates change is accrued and recognized as an
adjustment of interest expense. The fair values of the swap agreements (which
at the end of 1995 and 1994 were not material) are not recognized in the
financial statements. At December 31, 1995, the Company had $742 million of
interest rate swap agreements (1994 - $742 million), which effectively convert
a portion of its debt (principally medium-term notes) from fixed-rate to
variable-rate. Under these agreements, payments are received based on a fixed
rate (4.9%) and made based on a variable rate (5.6% at December 31, 1995).
These agreements mature in 1996 ($517 million, including $317 million in
January), 1997 ($125 million) and 1998 ($100 million). The Company also had
$175 million of interest rate swap agreements (1994 - $175 million), which
effectively convert a portion of its debt (principally the bank credit
agreement and industrial and environmental control revenue bonds) from
variable-rate to fixed-rate. Under these agreements, payments are received
based on a variable rate (5.9% at December 31, 1995) and made based on a fixed
rate (6.0%). These agreements mature in 1998. The variable rates in the
Company's interest rate swap agreements are based on the London Interbank Offer
Rate.
Certain of the Company's financing arrangements contain restrictions that
primarily consist of requirements to maintain specified financial ratios.
These restrictions do not inhibit operations or the use of fixed assets. At
December 31, 1995, the Company exceeded all such requirements.
The fair value of the Company's long-term debt (determined based on discounted
cash flows) was approximately $2.1 billion at the end of 1995 and approximately
equal to book value at the end of 1994.
Short-term borrowings included in current liabilities represent notes payable
to banks. The weighted-average interest rate on these debt instruments was
7.0% and 7.6% at December 31, 1995 and 1994, respectively.
NOTE F - STOCKHOLDERS' EQUITY
- -----------------------------
Preferred stock
- ---------------
The Company has 21,000,000 shares of preferred stock authorized of which
2,000,000 shares have been designated Series A Junior Participating Preferred
and 11,000,000 have been designated 7% PRIDES(SM), Convertible Preferred Stock.
The Company has 11,000,000 shares of 7% PRIDES outstanding ($47.25 stated
value). 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 .82 of a
share 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 .82 of a share of
common stock per share of PRIDES. The holders of shares of PRIDES have the
right to vote with the holders of common stock in the election of Directors and
on each 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. Dividends declared were
$3.31and $3.10 per share in 1995 and 1994, respectively.
NOTE F - STOCKHOLDERS' EQUITY - continued
- -----------------------------------------
Common stock
- ------------
Shares Amount
-----------------------------
Authorized, without par value 200,000,000
Outstanding:
At beginning of 1993 59,760,219 $750
Shares issued under employee benefit plans:
1993 728,644 34
1994 1,679,792 86
1995 1,429,822 71
-----------------------------
At end of 1995 63,598,477 $941
=============================
The Company filed a registration statement in late 1993 relating to the
contribution, through December 31, 1995, of up to 3 million shares of common
stock to one or more of its pension plans. Contributions were made totaling
0.6 million shares (valued at $28 million) in 1993, 1.5 million shares (valued
at $77 million) in 1994 and 0.9 million shares (valued at $45 million) in 1995.
Cash dividends declared
- -----------------------
1995 1994 1993
----------------------------------
7% PRIDES $36 $34 -
Common stock 77 62 $72
----------------------------------
$113 $96 $72
==================================
Stock option plan
- -----------------
The Company has a non-qualified stock option plan under which stock options may
be granted to key employees at a price equal to the fair market value at the
date of grant. Transactions involving the plan were as follows:
1995 1994 1993
---------------------------------------------
Outstanding January 1 4,404,054 3,755,806 3,138,856
Granted 755,400 727,950 673,100
Cancelled (26,225) (24,650) (33,250)
Exercised (453,509) (55,052) (22,900)
---------------------------------------------
Outstanding at December 31 4,679,720 4,404,054 3,755,806
=============================================
Exercisable at December 31 3,931,370 3,681,204 3,084,356
=============================================
Options available for grant 520,025 1,259,500 1,978,150
=============================================
Weighted-average prices:
Granted $51.50 $45.38 $45.50
Exercised 42.75 31.00 35.25
Outstanding at December 31 51.50 50.75 51.50
Exercisable at December 31 51.50 51.75 52.75
NOTE F - STOCKHOLDERS' EQUITY - continued
- -----------------------------------------
Shareholder rights plan
- -----------------------
Each share of the Company's common stock has one right attached. The rights
trade with the common stock and are exercisable only if a person or group buys
20% or more of the Company's common stock, or announces a tender offer for 30%
or more of the outstanding common stock. When exercisable, each right will
entitle a holder to buy one-hundredth of one share of the Company's Series A
Junior Participating Preferred Stock at an exercise price of $125.
If at any time after the rights become exercisable, the Company is acquired in
a merger or other business combination or if 50% of its assets or earning power
is sold or transferred, each right would enable its holder to buy common stock
of the acquiring company at a 50% discount. In addition, if a person or group
acquires 30% or more of the common stock or if certain other events occur, each
right would enable its holder to buy common stock of the Company at a 50%
discount. The rights, which do not have voting privileges, expire in 1997, but
may be redeemed by action of the Board of Directors before then, under certain
circumstances, for $0.05 per right. Until the rights become exercisable, they
have no dilutive effect on earnings per share.
Although these rights should not interfere with a business combination approved
by the Board of Directors, they will cause substantial dilution to a person or
group that attempts to acquire the Company without conditioning the offer on
redemption of the rights or acquiring a substantial number of the rights.
Cumulative currency translation adjustments
- -------------------------------------------
1995 1994 1993
-------------------------------
At beginning of year $(43) $(50) $(2)
Currency translation adjustments 23 7 (49)
Income taxes (2) - 1
-------------------------------
At end of year $(22) $(43) $(50)
===============================
NOTE G - POSTRETIREMENT BENEFITS
- --------------------------------
Pensions
- --------
The Company has several noncontributory defined benefit pension plans covering
substantially all employees. Plans covering salaried employees provide pension
benefits that are based on a formula which considers length of service and
earnings during years of service. Plans covering hourly employees generally
provide a specific amount of benefits for each year of service.
Net pension costs were as follows:
1995 1994 1993
-------------------------------
Service cost $27 $32 $27
Interest cost 133 127 117
Actual return on plan assets (308) 3 (163)
Net amortization and deferrals 192 (92) 84
Other 12 12 10
-------------------------------
Total $56 $82 $75
===============================
NOTE G - POSTRETIREMENT BENEFITS - continued
- --------------------------------------------
Assumptions used in accounting for the principal pension plans were as follows:
1995 1994 1993
----------------------------
Discount rate 7.25% 8.75% 7.5%
Approximate weighted-average rate of increase in
compensation levels (salaried plan only) 4.5% 4.5% 4.5%
Expected long-term rate of return on assets 9.25% 9.25% 9.25%
The following table sets forth information on the principal pension plans:
December 31
1995 1994
---------------------
Actuarial present value of pension benefit obligation:
Vested $1,546 $1,286
Nonvested 177 160
---------------------
Accumulated $1,723 $1,446
=====================
Projected $1,858 $1,539
Plan assets at fair value 1,692 1,346
---------------------
Plan assets less than pension benefit obligation 166 193
Items not yet recognized:
Unrecognized net loss (271) (181)
Unamortized plan change benefits (98) (96)
Recognition of minimum liability 151 104
---------------------
Net pension (asset) liability $(52) $20
=====================
The increase in the accumulated benefit obligation in 1995 was due to the
reduction in the discount rate.
Reflected in the Company's balance sheet is the additional minimum liability
relative to its underfunded plans in the amount of $151 million in 1995 ($104
million in 1994). A corresponding amount was recognized as an intangible
asset, to the extent it does not exceed unamortized plan change benefits, while
the excess, net of tax, has been charged to stockholders' equity.
The Company plans to make contributions totaling approximately $200 million to
its pension plans between 1996 and 1998. The timing and ultimate level of the
contributions will depend upon conditions in the securities markets and the
overall business environment. Cash for the fundings is expected to be
generated from operations. If there are no significant plan changes and/or
deviations in actuarial assumptions, this funding level will provide for a
fully funded accumulated benefit obligation by 1998. The Company contributed
$127 million (including 0.9 million shares of common stock valued at $45
million) in 1995 and $122 million (including 1.5 million shares of common stock
valued at $77 million) in 1994.
At December 31, 1995, approximately 62% of the plans' assets were invested in
corporate equity securities (including 1.8 million shares of common stock of
the Company with a market value of $102 million), 18% in corporate bonds, 16%
in government debt securities and cash equivalents and 4% in real estate.
Dividends paid on common shares of the Company held by the plans during 1995
totaled $3 million.
NOTE G - POSTRETIREMENT BENEFITS - continued
- --------------------------------------------
Other postretirement benefits
- -----------------------------
The Company provides health care and life insurance benefits to most domestic
retired employees. Substantially all of the Company's domestic employees may
become eligible for these benefits if they reach retirement age while working
for the Company. The Company's policy is to fund the cost of these benefits
when actual expenses are incurred.
The Company's accumulated postretirement benefit obligation was comprised of
the following:
December 31
--------------------
1995 1994
--------------------
Retirees $694 $717
Active employees fully eligible 71 55
Active employees not fully eligible 165 140
Unamortized plan change benefits 178 189
Unrecognized net loss (46) (21)
--------------------
Total $1,062 $1,080
====================
Net periodic postretirement benefit cost was:
1995 1994 1993
------------------------------------
Service cost $6 $8 $9
Interest cost 74 74 74
Net amortization (19) (16) (14)
------------------------------------
Total $61 $66 $69
====================================
The annual assumed rate of increase in the per capita cost of covered benefits
(i.e., health care cost trend rate) is 7% for 1996 (10% in 1995 and 11% in
1994) and is assumed to decrease gradually to 5% for 2002 and remain at that
level thereafter. The health care cost trend rate assumption has a significant
effect on the amounts reported. For example, each one percentage point change
in the assumed health care cost trend rate would change the accumulated
postretirement benefit obligation as of December 31, 1995, by approximately $61
million and the aggregate of the service and interest cost components of net
periodic postretirement benefit cost for 1995 by approximately $4 million.
The discount rate used in determining the accumulated postretirement benefit
obligation was 7.25% at December 31, 1995, and 8.75% at December 31, 1994. The
effect of the reduction in the discount rate in 1995 was partially offset by a
reduction in the health care cost trend rate.
NOTE H - TAXES ON INCOME
- ------------------------
At December 31, 1995, the Company had various U.S. and German income tax
carryforward benefits of $37 million that expire primarily between 1998 and
2010 and $132 million that can be carried forward indefinitely. The Company
has deferred tax assets primarily relating to certain state operating loss
carryforwards, and foreign entities of approximately $45 million against which
a full valuation reserve has been recorded. The Company is continuing to
evaluate alternatives that may result in the ultimate realization of a portion
of these assets.
NOTE H - TAXES ON INCOME - continued
- ------------------------------------
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. At December 31, 1995,
the Company had $902 million (1994 - $976 million) of deferred tax assets and
$759 million (1994 - $717 million) of deferred tax liabilities that have been
netted with respect to tax jurisdictions for presentation purposes. The
significant components of these amounts as shown on the balance sheet were as
follows:
1995
1994
- ------------------------------------------
Asset
Liability Asset Liability
- ------------------------------------------
Retiree health benefits $415 -
$414 -
Tax carryforward benefits 213
$(1) 207 $(61)
Environmental and restructuring costs 121
(2) 142 (3)
Other 44 39
69 17
Tax over book depreciation (369) 200
(341) 230
Valuation reserve relating to tax carryforward benefits (45) -
(49) -
- ------------------------------------------
Total deferred tax assets and liabilities 379 236
442 183
Amount included as current in balance sheet 3 -
16 -
- ------------------------------------------
Noncurrent deferred tax assets and liabilities $376 $236
$426 $183
==========================================
The significant components of the provision for income taxes were as follows:
1995 1994 1993
- --------------------------------
Current:
Federal
$10 $30 $(55)
Foreign
10 15 14
State
3 1 4
- --------------------------------
Total current
23 46 (37)
- --------------------------------
Deferred:
Federal
66 (13) (99)
Foreign
62 32 (33)
State
- - (8) (29)
- --------------------------------
Total deferred
128 11 (161)
- --------------------------------
Equity income
8 11 5
- --------------------------------
Total
$159 $68 $(193)
================================
The deferred tax provision included state and foreign operating loss
carryforward benefits of $9 million.
The Company has not provided taxes on the undistributed earnings ($992 million)
of foreign subsidiaries. It is the intent of the Company to use such earnings
to finance foreign expansion, reduce foreign debt, or support foreign
operating requirements.
NOTE H - TAXES ON INCOME - continued
- -------------------------------------
The Company's effective income tax rate varied from the U.S. statutory rate as
follows:
1995 1994 1993
-----------------------------
U.S. rate 35% 35% (35)%
Income taxed at other than the U.S. rate (5) 2 3
Percentage depletion (1) (3) (1)
State income taxes and other - 2 (4)
-----------------------------
Effective rate 29% 36% (37)%
=============================
In 1995, income taxed at other than the U.S. rate includes a non-recurring
foreign tax benefit of 3%.
Net income taxes paid (refunded) were $56 million, ($17 million) and $6 million
in 1995, 1994 and 1993, respectively.
NOTE I - CONTINGENT LIABILITIES AND COMMITMENTS
- -----------------------------------------------
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.
In order to ensure an adequate supply of certain raw material requirements, the
Company has committed to pay its proportionate share of annual production
charges (including debt service) relating to its interests in an unincorporated
joint venture and certain associated companies. These arrangements include
minimum commitments of approximately $37 million annually through 2000 and
additional amounts thereafter which together, at present value, total $159
million at December 31, 1995, after excluding interest of $25 million and
variable operating costs of the facilities. During 1995, approximately $154
million (1994 - $190 million; 1993 - $195 million) of raw materials were
purchased under these arrangements.
Certain items of property, plant and equipment are leased under long-term
operating leases. Lease expense was approximately $46 million per year for the
years 1993 to 1995. Lease commitments at December 31, 1995, were approximately
$83 million. Leases covering major items contain renewal and/or purchase
options that may be exercised.
NOTE J - ENVIRONMENTAL EXPENDITURES
- -----------------------------------
The Company is involved in various worldwide environmental improvement
activities resulting from past operations, including designation as a
potentially responsible party (PRP), with others, at various Environmental
Protection Agency designated Superfund sites. In developing its estimate of
environmental remediation costs, the Company considers, among other things,
currently available technological solutions, alternative cleanup methods and
risk-based assessments of the contamination and, as applicable, an estimation
of its proportionate share of remediation costs. The Company may also use
external consultants, and consider, when available, estimates by other PRP's
and governmental agencies and information regarding the financial viability of
other PRP's. Based on information currently available, the Company believes it
is unlikely that it will incur substantial additional costs as a result of
failure by other PRP's to satisfy their responsibilities for remediation costs.
NOTE J - ENVIRONMENTAL EXPENDITURES - continued
- -----------------------------------------------
Amounts have been recorded which, in management's best estimate, will be
sufficient to satisfy anticipated costs of known remediation requirements. At
December 31, 1995, $242 million for estimated environmental remediation costs
had been accrued. Expenditures relating to costs currently accrued are
expected to be made over the next 15 to 20 years with the majority to be spent
by the year 2000. 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. It is not possible to predict the amount or timing of
future costs of environmental remediation which may subsequently be determined.
Based on 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 results of operations in a future period.
NOTE K - OPERATIONAL RESTRUCTURING AND ASSET REVALUATION COSTS
- --------------------------------------------------------------
The Company recorded $348 million in 1993 for operational restructuring and
asset revaluation costs. These charges related primarily to the Company's
plans to discontinue the manufacture of various sheet products in Illinois and
extruded shapes in Kentucky. The components of these charges were as follows:
Asset revaluation $189
Pension, health care and early retirement costs 116
Other operational restructuring costs 43
--------
Total $348
========
Substantially all of the restructuring activities for which costs were accrued
have been completed and future cash requirements are not expected to be
material.
NOTE L - COMPANY OPERATIONS
The Company serves global markets as a supplier and recycler of aluminum and
other products, with its core business being as a vertically integrated
producer of a wide variety of value-added aluminum products. The Company
produces alumina, carbon products and primary and reclaimed aluminum,
principally to supply the needs of its fabricating operations. These
fabricating operations produce aluminum foil, sheet, plate, cans, extruded
products (including heat exchanger tubing, drive shafts, bumpers and window
systems), flexible packaging and wheels, among other items. The Company also
produces a broad range of plastic products, including film, bags, containers
and lids, for consumer products, foodservice and packaging uses. The Company
markets an extensive line of consumer products under the Reynolds brand name,
including the well-known Reynolds Wrap aluminum foil. The Company's principal
markets for its products are the aluminum beverage can, packaging, consumer
products, transportation, and building and construction markets. The Company
also is engaged in the distribution of aluminum and stainless steel and other
nonaluminum industrial products to a variety of markets.
Primary aluminum is an internationally traded commodity. The price of primary
aluminum is subject to worldwide market forces of supply and demand. Prices
can be volatile and fluctuations influence the Company's financial results.
The world market is still recovering from a serious supply-demand imbalance
that began in the early 1990s, and there may be periods of marked short-term
price volatility. The Company's strategy of being a vertically integrated
producer of value-added aluminum products reduces, but does not eliminate its
exposure to these fluctuations. The Company manages its exposure
NOTE L - COMPANY OPERATIONS - continued
- ---------------------------------------
to these fluctuations, after giving consideration to market conditions, sale
and purchase transactions, overall business strategies and other factors that
affect the Company's risk profile, with contractual arrangements including
fixed-price sales contracts, fixed-price supply contracts, and forward, futures
and option contracts. Through these activities the Company balances its risk
profile consistent with management's operational strategies. In addition to
the aluminum price risk, the Company is exposed to general financial,
political, economic and business risks in connection with its worldwide
operations. The Company continues to evaluate and manage its operations in a
manner to mitigate the effects from exposure to such risks.
In order to more fully describe the nature of its operations and to supplement
the foregoing, the Company has separated its vertically integrated operations
into two groups referred to as Finished Products and Other Sales, and
Production and Processing. Summarized financial information relating to the
Company's operations and investments is as follows:
NOTE L - COMPANY OPERATIONS - continued
- ---------------------------------------
Domestic
Canada
-----------------------------
- ---------------------------
GEOGRAPHIC DATA 1995 1994 1993 1995
1994 1993
-----------------------------
- ---------------------------
Products and services sold
Customers $5,524 $4,506 $3,966 $529
$375 $294
Transfers between areas 484 404 283 726
576 508
----------------------------
- ---------------------------
Total products and services sold $6,008 $4,910 $4,249 $1,255
$951 $ 802
============================
===========================
Operating profit (loss) $230 $27 $(19) $351
$133 $(7)
Equity in income of companies
not consolidated 8
9 8
Interest and other income 19 45 6 2
2 -
Interest expense (129) (117) (116) (31)
(28) (23)
----------------------------
- ---------------------------
Income (loss) before income taxes $120 $(45) $(129) $330
$116 $(22)
============================
===========================
Identifiable assets $4,360 $4,578 $3,991 $1,326
$1,288 $1,216
- -------------------------------------------------------------------------------
- ----------------
Finished products
and Other Sales
- ---------------------------------
OPERATING DATA 1995
1994 1993
- ---------------------------------
Products and services sold
Customers $3,535
$3,040 $2,528
Internal transfers 9
4 2
- ---------------------------------
Total products and services sold $3,544
$3,044 $2,530
=================================
Operating profit (loss) $232
$256 $146
Equity in income of companies not consolidated 14
22 7
Interest and other income
Interest expense
Income (loss) before income taxes
Operating profit (loss) includes depreciation and amortization of $94
$86 $71
Identifiable assets $1,558
$1,452 $1,253
Capital investments $157
$183 $183
Other Foreign (principally Europe) Eliminations, etc.
Consolidated
- ------------------------------------ --------------------------------
- -----------------------------
1995 1994 1993 1995 1994 1993
1995 1994 1993
- ------------------------------------ --------------------------------
- -----------------------------
$1,160 $998 $1,009
$7,213 $5,879 $5,269
176 178 161 $(1,386) $(1,158) $(952)
- ------------------------------------ --------------------------------
- -----------------------------
$1,336 $1,176 $1,170 $(1,386) $(1,158) $(952)
$7,213 $5,879 $5,269
==================================== ================================
=============================
$87 $63 $(5) $13 $(11) $(350)
$681 $212 $(381)
17 23 9 (8) (9) (8)
17 23 9
6 67 10 (5) (3) -
22 111 16
(17) (14) (20) 5 3 -
(172) (156) (159)
- ------------------------------------ --------------------------------
- -----------------------------
$93 $139 $(6) $5 $(20) $(358)
$548 $190 $(515)
==================================== ================================
=============================
$981 $975 $748 $(213) $(236) $(79)
$6,454 $6,605 $5,876
- -------------------------------------------------------------------------------
- --------------------------
Production and Processing Eliminations, etc.
Consolidated
- ------------------------------------ --------------------------------
- -----------------------------
1995 1994 1993 1995 1994 1993
1995 1994 1993
- ------------------------------------ --------------------------------
- -----------------------------
$3,678 $2,839 $2,741
$7,213 $5,879 $5,269
809 706 660 $(818) $(710) $(662)
- ------------------------------------ --------------------------------
- -----------------------------
$4,487 $3,545 $3,401 $(818) $(710) $(662)
$7,213 $5,879 $5,269
- ------------------------------------ --------------------------------
- -----------------------------
$492 $2 $(188) $(43) $(46) $(339)
$681 $212 $(381)
11 10 10 (8) (9) (8)
17 23 9
22 111 16
(172) (156) (159)
- -----------------------------
$548 $190 $(515)
=============================
$217 $209 $216
$311 $295 $287
$4,121 $3,963 $3,686 $(83) $(84) $(15)
$5,596 $5,331 $4,924
$688 $221 $218
$845 $404 $401
NOTE L- COMPANY OPERATIONS - continued
- --------------------------------------
Approximately 33% of products transferred between operating areas are reflected
at cost-related prices. The remaining transfers between operating areas and
transfers between Canada, other foreign and domestic areas are reflected at
market-related prices.
Operating profit is after allocation of selling, administrative and general
expenses. It does not reflect interest expense or other items of income or
expense considered to be general corporate in nature.
The Company had investments in, and advances to, associated companies and
unincorporated joint ventures not consolidated amounting to $1,286 million,
$856 million and $833 million at the end of 1995, 1994 and 1993, respectively.
These investments and advances relate principally to Australian and Canadian
entities in the Production and Processing operating area. Corporate assets of
$858 million, $1,274 million and $952 million at the end of 1995, 1994 and
1993, respectively, consist principally of cash, investments, deferred taxes
and other assets.
Research and development expenditures were $43 million in 1995, $38 million in
1994 and $36 million in 1993.
NOTE M - CANADIAN REYNOLDS METALS COMPANY, LIMITED
- --------------------------------------------------
Financial statements and financial statement schedules for Canadian Reynolds
Metals Company, Limited, whose name was changed to Reynolds Aluminum Company of
Canada, Ltd. effective January 1, 1996, have been omitted because the
securities it has registered under the Securities Act of 1933 (thus subjecting
it to reporting requirements under Section 13 or 15(d) of the Securities
Exchange Act of 1934) are fully and unconditionally guaranteed by Reynolds
Metals Company. Financial information relating to Canadian Reynolds Metals
Company, Limited is presented herein in accordance with Staff Accounting
Bulletin 53 as an addition to the footnotes to the financial statements of
Reynolds Metals Company. Summarized financial information is as follows:
Years ended December 31
---------------------------------
1995 1994 1993
---------------------------------
Net Sales:
Customers $522 $373 $294
Parent company 619 498 377
---------------------------------
1,141 871 671
Cost of products sold 849 755 666
Net income (loss) $188 $50 $(36)
December 31
---------------------
1995 1994
---------------------
Current assets $221 $238
Noncurrent assets 1,407 1,015
Current liabilities (199) (83)
Noncurrent liabilities (632) (564)
Quarterly Results of Operations
(Unaudited)
(In millions, except per share
amounts)
1995
1994
----------------------------------------
- ---------------------------------------------
Quarter 1st 2nd 3rd 4th
1st 2nd 3rd 4th
----------------------------------------
- ---------------------------------------------
Net sales $1,651 $1,864 $1,841 $1,857
$1,254 $1,455 $1,531 $1,639
Gross profit 259 304 307 272
88 145 158 210
Net income (loss) $82 $111 $112 $84
$(21) $12 $62 $69
========================================
=============================================
Net income (loss) per share $1.13 $1.51 $1.56 $1.15
$(0.46) $0.05 $0.86 $0.97
_________________________________
Gross profit is net sales minus cost of products sold (including manufacturing
depreciation). Net income (loss) for 1994 includes a gain of $41 million in
the third quarter from the sale of Reynolds Australia Metals, Ltd. and a gain
of $16 million in the fourth quarter from the sale of timberland in the Pacific
Northwest.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Stockholders and Board of Directors
Reynolds Metals Company
We have audited the accompanying consolidated balance sheets of Reynolds Metals
Company as of December 31, 1995 and 1994, and the related consolidated
statements of income and retained earnings, and cash flows for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the Company's management. 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 consolidated financial position of Reynolds Metals
Company at December 31, 1995 and 1994, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1995, in conformity with generally accepted accounting principles.
Ernst & Young LLP
Richmond, Virginia
February 16, 1996
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information concerning the directors and nominees for directorship, see the
information under the caption "Item 1. Election of Directors" in the
Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held
on April 17, 1996, which information is incorporated herein by reference.
Information concerning executive officers of the Registrant is shown in Part I
- - Item 4A of this report.
Item 11. EXECUTIVE COMPENSATION
For information required by this item, see the information under the captions
"Item 1. Election of Directors - Board Compensation and Benefits", "Item 1.
Election of Directors - Other Compensation", and "Executive Compensation" in
the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be
held on April 17, 1996, which information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
For information required by this item, see the information under the caption
"Beneficial Ownership of Securities" in the Registrant's Proxy Statement for
the Annual Meeting of Stockholders to be held on April 17, 1996, which
information (other than that appearing under the caption "Beneficial Ownership
of Securities - Stock Ownership Guidelines") is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information required by this item, see the information under the captions
"Item 1. Election of Directors - Other Compensation", "Executive Compensation
- - Pension Plan Table" and "Executive Compensation - Certain Arrangements" in
the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be
held on April 17, 1996, which information is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The consolidated financial statements and exhibits listed below are filed
as a part of this report.
(1) Consolidated Financial Statements: Page
----
Consolidated statement of income and retained earnings -
Years ended December 31, 1995, 1994 and 1993. 33
Consolidated balance sheet - December 31, 1995 and 1994. 34
Consolidated statement of cash flows - Years ended
December 31, 1995, 1994 and 1993. 35
Notes to consolidated financial statements. 36
Report of Ernst & Young LLP, Independent Auditors. 53
(2) Financial Statement Schedules
All schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission have
been omitted because they are not required, are inapplicable or the
required information has otherwise been given.
Individual financial statements of Reynolds Metals Company have been
omitted because the restricted net assets (as defined in Accounting
Series Release 302) of all subsidiaries included in the consolidated
financial statements filed, in the aggregate, do not exceed 25% of
the consolidated net assets shown in the consolidated balance sheet
as of December 31, 1995.
Financial statements of all associated companies (20% to 50% owned)
have been omitted because no associated company is individually
significant.
(3) Exhibits
EXHIBIT 2 - None
* EXHIBIT 3.1 - Restated Certificate of Incorporation, as amended
to the date hereof. (Registration Statement No.
33-00929 on Form S-8, dated February 14, 1996,
EXHIBIT 4.1)
* EXHIBIT 3.2 - By-Laws, as amended to the date hereof. (File
No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1995, EXHIBIT 3.2)
EXHIBIT 4.1 - Restated Certificate of Incorporation. See
EXHIBIT 3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
___________________________
*Incorporated by reference.
* EXHIBIT 4.3 - Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals Company and
The Bank of New York, as Trustee, relating to
Debt Securities. (File No. 1-1430, Form 10-Q
Report for the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1, 1991 to
the Indenture. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.4)
* EXHIBIT 4.5 - Rights Agreement dated as of November 23, 1987
(the "Rights Agreement") between Reynolds Metals
Company and The Chase Manhattan Bank, N.A. (File
No. 1-1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to Preferred
Stock Purchase Rights, EXHIBIT 1)
* EXHIBIT 4.6 - Amendment No. 1 dated as of December 19, 1991 to
the Rights Agreement. (File No. 1-1430, 1991
Form 10-K Report, EXHIBIT 4.11)
* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated June 6,
1989, EXHIBIT 4)
* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3,
dated August 31, 1989, EXHIBIT 4.3)
* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3,
dated August 31, 1989, EXHIBIT 4.4)
* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report, EXHIBIT
4.15)
* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.16)
* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003. (File
No. 1-1430, Form 8-K Report dated August 16,
1991, Exhibit 4(a))
EXHIBIT 4.13 - Articles of Continuance of Societe d'Aluminium
Reynolds du Canada, Ltee/Reynolds Aluminum
Company of Canada, Ltd. (formerly known as
Canadian Reynolds Metals Company, Limited --
Societe Canadienne de Metaux Reynolds, Limitee)
("REYCAN"), as amended to the date hereof
EXHIBIT 4.14 - By-Laws of REYCAN, as amended to the date hereof
EXHIBIT 4.15 - Articles of Incorporation of Societe Canadienne
de Metaux Reynolds, Ltee/Canadian Reynolds Metals
Company, Ltd. ("CRM"), as amended to the date
hereof
___________________________
*Incorporated by reference.
EXHIBIT 4.16 - By-Laws of CRM, as amended to the date hereof
* EXHIBIT 4.17 - Indenture dated as of April 1, 1993 among REYCAN,
Reynolds Metals Company and The Bank of New York,
as Trustee. (File No. 1-1430, Form 8-K Report
dated July 14, 1993, EXHIBIT 4(a))
EXHIBIT 4.18 - First Supplemental Indenture, dated as of
December 18, 1995 among REYCAN, Reynolds Metals
Company, CRM and The Bank of New York, as Trustee
* EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due
July 15, 2002. (File No. 1-1430, Form 8-K Report
dated July 14, 1993, EXHIBIT 4(d))
EXHIBIT 9 - None
#* EXHIBIT 10.1 - Reynolds Metals Company 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)
_______________________________
* Incorporated by reference.
# Management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 601 of Regulation S-K.
#* EXHIBIT 10.10 - Retirement Plan for Outside Directors. (File No.
1-1430, 1986 Form 10-K Report, EXHIBIT 10.10)
#* 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 hereof. (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
10.27)
#* 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. 1-1430,
Form 10-Q Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
____________________________
* Incorporated by reference.
# Management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 601 of Regulation S-K.
#* EXHIBIT 10.22 - 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))
#* 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)
____________________________
* Incorporated by reference.
# Management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 601 of Regulation S-K.
#* EXHIBIT 10.33 - 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). (File
No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1995, EXHIBIT 10.34)
#* EXHIBIT 10.35 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium). (File
No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1995, EXHIBIT 10.35)
#* EXHIBIT 10.36 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium). (File
No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1995, EXHIBIT 10.36)
#* EXHIBIT 10.37 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays Premiums).
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1995, EXHIBIT 10.37)
#* EXHIBIT 10.38 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays Premiums).
(File No. 1-1430, Form 10-Q Report for the
Quarter Ended June 30, 1995, EXHIBIT 10.38)
EXHIBIT 11 - Computation of Earnings Per Share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
EXHIBIT 21 - List of Subsidiaries of Reynolds Metals Company
EXHIBIT 22 - None
EXHIBIT 23 - Consent of Independent Auditors
EXHIBIT 24 - Powers of Attorney
____________________________
* Incorporated by reference.
# Management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 601 of Regulation S-K.
EXHIBIT 27 - Financial Data Schedule
EXHIBIT 28 - Not applicable
Pursuant to Item 601 of Regulation S-K, certain instruments with
respect to long-term debt of the Company are omitted because such debt
does not exceed 10 percent of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to furnish a
copy of any such instrument to the Commission upon request.
(b) Reports on Form 8-K
The Registrant filed no reports on Form 8-K during the fourth quarter of
1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Richard G. Holder
Richard G. Holder, Chairman of
the Board and Chief Executive
Officer
Date March 6, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By Henry S. Savedge, Jr. By Richard G. Holder
Henry S. Savedge, Jr., Director Richard G. Holder, Director
Executive Vice President and Chairman of the Board and
Chief Financial Officer Chief Executive Officer
(Principal Financial Officer) (Principal Executive Officer)
Date March 6, 1996 Date March 6, 1996
By *Patricia C. Barron By *William O. Bourke
Patricia C. Barron, Director William O. Bourke, Director
Date March 6, 1996 Date March 6, 1996
By *John R. Hall By *Robert L. Hintz
John R. Hall, Director Robert L. Hintz, Director
Date March 6, 1996 Date March 6, 1996
By *William H. Joyce By *Mylle Bell Mangum
William H. Joyce, Director Mylle Bell Mangum, Director
Date March 6, 1996 Date March 6, 1996
By *D. Larry Moore By Randolph N. Reynolds
D. Larry Moore, Director Randolph N. Reynolds, Director
Date March 6, 1996 Date March 6, 1996
By *James M. Ringler By Jeremiah J. Sheehan
James M. Ringler, Director Jeremiah J. Sheehan, Director
Date March 6, 1996 Date March 6, 1996
By *Robert J. Vlasic By *Joe B. Wyatt
Robert J. Vlasic, Director Joe B. Wyatt, Director
Date March 6, 1996 Date March 6, 1996
By Allen M. Earehart
Allen M. Earehart,
Vice President, Controller
(Principal Accounting Officer)
Date March 6, 1996
*By D. Michael Jones
D. Michael Jones, Attorney-in-Fact
Date March 6, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K
For the fiscal year ended December 31, 1995
Commission File No. 1-1430
REYNOLDS METALS COMPANY
Attached herewith are
Exhibits 4.13, 4.14, 4.15, 4.16, 4.18, 11, 21, 23, 24 and 27
INDEX
EXHIBIT 2 - None
* EXHIBIT 3.1 - Restated Certificate of Incorporation, as amended
to the date hereof. (Registration Statement No.
33-00929 on Form S-8, dated February 14, 1996,
EXHIBIT 4.1)
* EXHIBIT 3.2 - By-Laws, as amended to the date hereof. (File
No. 1-1430, Form 10-Q Report for the Quarter Ended
June 30, 1995, EXHIBIT 3.2)
EXHIBIT 4.1 - Restated Certificate of Incorporation. See EXHIBIT
3.1.
EXHIBIT 4.2 - By-Laws. See EXHIBIT 3.2.
* EXHIBIT 4.3 - Indenture dated as of April 1, 1989 (the
"Indenture") between Reynolds Metals Company and
The Bank of New York, as Trustee, relating to Debt
Securities. (File No. 1-1430, Form 10-Q Report for
the Quarter Ended March 31, 1989, EXHIBIT 4(c))
* EXHIBIT 4.4 - Amendment No. 1 dated as of November 1, 1991 to
the Indenture. (File No. 1-1430, 1991 Form 10-K
Report, EXHIBIT 4.4)
* EXHIBIT 4.5 - Rights Agreement dated as of November 23, 1987
(the "Rights Agreement") between Reynolds Metals
Company and The Chase Manhattan Bank, N.A. (File
No. 1-1430, Registration Statement on Form 8-A
dated November 23, 1987, pertaining to Preferred
Stock Purchase Rights, EXHIBIT 1)
* EXHIBIT 4.6 - Amendment No. 1 dated as of December 19, 1991 to
the Rights Agreement. (File No. 1-1430, 1991 Form
10-K Report, EXHIBIT 4.11)
___________________________
*Incorporated by reference.
* EXHIBIT 4.7 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 1-1430, Form 8-K Report dated June 6,
1989, EXHIBIT 4)
* EXHIBIT 4.8 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3,
dated August 31, 1989, EXHIBIT 4.3)
* EXHIBIT 4.9 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on Form S-3,
dated August 31, 1989, EXHIBIT 4.4)
* EXHIBIT 4.10 - Form of Book-Entry Fixed Rate Medium-Term Note.
(File No. 1-1430, 1991 Form 10-K Report, EXHIBIT
4.15)
* EXHIBIT 4.11 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 1-1430, 1991 Form 10-K Report,
EXHIBIT 4.16)
* EXHIBIT 4.12 - Form of 9% Debenture due August 15, 2003. (File
No. 1-1430, Form 8-K Report dated August 16, 1991,
Exhibit 4(a))
EXHIBIT 4.13 - Articles of Continuance of Societe d'Aluminium
Reynolds du Canada, Ltee/Reynolds Aluminum Company
of Canada, Ltd. (formerly known as Canadian
Reynolds Metals Company, Limited -- Societe
Canadienne de Metaux Reynolds, Limitee) ("REYCAN"),
as amended to the date hereof
EXHIBIT 4.14 - By-Laws of REYCAN, as amended to the date hereof
EXHIBIT 4.15 - Articles of Incorporation of Societe Canadienne
de Metaux Reynolds, Ltee/Canadian Reynolds Metals
Company, Ltd. ("CRM"), as amended to the date
hereof
EXHIBIT 4.16 - By-Laws of CRM, as amended to the date hereof
* EXHIBIT 4.17 - Indenture dated as of April 1, 1993 among REYCAN,
Reynolds Metals Company and The Bank of New York,
as Trustee. (File No. 1-1430, Form 8-K Report
dated July 14, 1993, EXHIBIT 4(a))
EXHIBIT 4.18 - First Supplemental Indenture, dated as of
December 18, 1995 among REYCAN, Reynolds Metals
Company, CRM and The Bank of New York, as Trustee
* EXHIBIT 4.19 - Form of 6-5/8% Guaranteed Amortizing Note due
July 15, 2002. (File No. 1-1430, Form 8-K Report
dated July 14, 1993, EXHIBIT 4(d))
EXHIBIT 9 - None
___________________________
*Incorporated by reference.
* EXHIBIT 10.1 - Reynolds Metals Company 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)
* 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 hereof. (File No. 1-1430, 1987 Form
10-K Report, EXHIBIT 10.18)
_______________________________
* Incorporated by reference.
* 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
10.27)
* 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. 1-1430,
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))
* 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)
_______________________________
* Incorporated by reference.
* 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). (File No.
1-1430, Form 10-Q Report for the Quarter Ended June
30, 1995, EXHIBIT 10.34)
* EXHIBIT 10.35 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium). (File No.
1-1430, Form 10-Q Report for the Quarter Ended June
30, 1995, EXHIBIT 10.35)
* EXHIBIT 10.36 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium). (File No.
1-1430, Form 10-Q Report for the Quarter Ended June
30, 1995, EXHIBIT 10.36)
_______________________________
* Incorporated by reference.
* EXHIBIT 10.37 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays Premiums).
(File No. 1-1430, Form 10-Q Report for the Quarter
Ended June 30, 1995, EXHIBIT 10.37)
* EXHIBIT 10.38 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays Premiums). (File
No. 1-1430, Form 10-Q Report for the Quarter Ended
June 30, 1995, EXHIBIT 10.38)
EXHIBIT 11 - Computation of Earnings Per Share
EXHIBIT 12 - Not applicable
EXHIBIT 13 - Not applicable
EXHIBIT 16 - Not applicable
EXHIBIT 18 - None
EXHIBIT 21 - List of Subsidiaries of Reynolds Metals Company
EXHIBIT 22 - None
EXHIBIT 23 - Consent of Independent Auditors
EXHIBIT 24 - Powers of Attorney
EXHIBIT 27 - Financial Data Schedule
EXHIBIT 28 - Not applicable
______________________________
* Incorporated by reference.