EXHIBIT 99.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-1430
A. Full title of the plan and the address of
the plan, if different from that of the issuer
named below:
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
B. Name of issuer of the securities held
pursuant to the plan and the address of
its principal executive office:
REYNOLDS METALS COMPANY
6601 West Broad Street
P. O. Box 27003
Richmond, Virginia 23261-7003
2
REQUIRED INFORMATION
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Page No.
Report of Independent Auditors........................... F-1
Audited Financial Statements
Statements of Net Assets Available for
Plan Benefits, with Fund Information.................. F-2
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information.............. F-4
Notes to Financial Statements........................... F-5
EXHIBITS
Exhibit A Consent of Independent Auditors
3
SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the Plan Committee has duly
caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
REYNOLDS METALS COMPANY
SAVINGS AND INVESTMENT PLAN
FOR SALARIED EMPLOYEES
By: /s/ F. Robert Newman
---------------------------------
F. Robert Newman
Vice President, Human Resources
Reynolds Metals Company and
Member, Savings and Investment
Plan Committee
DATE: June 24, 1998
F-1
Report of Ernst & Young LLP, Independent Auditors
Board of Directors
Reynolds Metals Company
We have audited the accompanying statements of net assets
available for plan benefits of the Reynolds Metals Company
Savings and Investment Plan for Salaried Employees as of
December 31, 1997 and 1996, and the related statement of
changes in net assets available for plan benefits for the
year ended December 31, 1997. These financial statements
are the responsibility of the management of Reynolds Metals
Company, the Plan's sponsor. Our responsibility is to
express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the Plan at December 31, 1997
and 1996, and the changes in its net assets available for
plan benefits for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The Fund Information in the statement of net assets
available for plan benefits and the statement of changes in
net assets available for plan benefits is presented for
purposes of additional analysis rather than to present the
net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The Fund
Information has been subjected to the auditing procedures
applied in our audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
June 19, 1998
F-2
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1997
(Dollars in Thousands)
Fund Information
---------------------------------------------------------------------------------
Non-
Participant
Participant Directed Directed
---------------------------------------------------------------------------------
Small
Inter- Capita-
Reynolds Diversified Balanced Interest national lization Reynolds
Stock Equities Investment Income Equities Equities Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
--------------------------------------------------------------------------------------------
Assets
Investment in Master Trust $76,209 $95,078 $33,492 $92,267 $8,097 $23,919 $10,405 $106,153 $445,620
Accrued income 431 - - - - - - 601 1,032
Contributions receivable 208 62 126 260 54 11 - 355 1,076
--------------------------------------------------------------------------------------------
Net assets available for plan benefits $76,848 $95,140 $33,618 $92,527 $8,151 $23,930 $10,405 $107,109 $447,728
============================================================================================
See accompanying notes.
F-3
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
(Dollars in Thousands)
Fund Information
---------------------------------------------------------------------------------
Non-
Participant
Participant Directed Directed
---------------------------------------------------------------------------------
Small
Inter- Capita-
Reynolds Diversified Balanced Interest national lization Reynolds
Stock Equities Investment Income Equities Equities Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------
Assets
Investment in Master Trust $55,482 $71,995 $27,906 $ 98,504 $7,401 $15,271 $11,327 $103,780 $391,666
Accrued income 340 - - - - - - 637 977
Contributions receivable 107 202 177 137 39 95 - 146 903
Receivable from Executive Life Insurance
Company - - - 2,565 - - - - 2,565
---------------------------------------------------------------------------------------------
Total assets 55,929 72,197 28,083 101,206 7,440 15,366 11,327 104,563 396,111
Liabilities
Payable to Reynolds Metals Company - - - 2,565 - - - - 2,565
--------------------------------------------------------------------------------------------
Net assets available for plan benefits $55,929 $72,197 $28,083 $ 98,641 $7,440 $15,366 $11,327 $104,563 $393,546
============================================================================================
See accompanying notes.
F-4
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
Year Ended December 31, 1997
(Dollars in Thousands)
Fund Information
---------------------------------------------------------------------------------
Non-
Participant
Participant Directed Directed
---------------------------------------------------------------------------------
Small
Inter- Capita-
Reynolds Diversified Balanced Interest national lization Reynolds
Stock Equities Investment Income Equities Equities Loan Stock
Fund Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------------
Additions to net assets:
Net Investment gain from Master Trust
(Note 3): $ 4,535 $24,006 $ 5,927 $ 6,916 $ 221 $ 4,984 $ 944 $ 9,496 $ 57,029
Contributions:
Employer - - - - - - - 6,983 6,983
Employee 3,588 6,771 3,219 4,371 1,283 2,660 - - 21,892
---------------------------------------------------------------------------------------------
3,588 6,771 3,219 4,371 1,283 2,660 - 6,983 28,875
Assets transferred from other plans 11,357 - - - - - - - 11,357
---------------------------------------------------------------------------------------------
Total Additions 19,480 30,777 9,146 11,287 1,504 7,644 944 16,479 97,261
Deductions from net assets:
Withdrawals by participants 5,861 6,768 2,287 10,916 722 1,375 788 12,688 41,405
Assets transferred to other plans - 299 78 452 24 30 106 685 1,674
---------------------------------------------------------------------------------------------
Total Deductions 5,861 7,067 2,365 11,368 746 1,405 894 13,373 43,079
Interfund transfers 7,300 (767) (1,246) (6,033) (47) 2,325 (972) (560) -
---------------------------------------------------------------------------------------------
Net increase (decrease) 20,919 22,943 5,535 (6,114) 711 8,564 (922) 2,546 54,182
Net assets available for plan benefits:
Beginning of year 55,929 72,197 28,083 98,641 7,440 15,366 11,327 104,563 393,546
---------------------------------------------------------------------------------------------
End of year $76,848 $95,140 $33,618 $92,527 $8,151 $23,930 $10,405 $107,109 $447,728
=============================================================================================
See accompanying notes.
F-5
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements
(Dollars in Thousands)
December 31, 1997
1. Significant Accounting Policies
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could
differ from those estimates.
The accounting records of the Reynolds Metals Company
Savings and Investment Plan for Salaried Employees ("Plan")
are maintained on the accrual basis. All securities
transactions are recorded as of the trade date.
Investments in Reynolds Metals Company Common Stock (stated
at fair value) are valued at the last reported sales price
on the last business day of the year. Investments in mutual
funds are measured by quoted market prices and are reported
at aggregate fair value at year-end. Guaranteed investment
contracts with insurance companies are reported at "contract
value," which equals cost plus accrued income. Structured
investment contracts are reported at fair value, which in
the case of structured investment contracts equals contract
value.
2. Summary of Significant Plan Provisions
Reynolds Metals Company (the "Company") established the Plan
effective July 1, 1978, covering salaried employees of the
Company and certain of its subsidiaries and affiliates. The
Plan is a defined contribution plan under the Employee
Retirement Income Security Act of 1974 ("ERISA") and
qualifies as a "cash or deferred" arrangement under Section
401(k) of the Internal Revenue Code. A complete description
of the Plan is contained in the Summary Plan Description and
in the Plan document, copies of which are available from the
Company.
Plan participation is available to eligible employees who
have completed 30 days of service and is voluntary. A
participant is entitled to make payroll contributions to the
Plan in specified amounts ranging from 1% to 16% of
compensation in 1% increments.
F-6
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
2. Summary of Significant Plan Provisions (continued)
The Company contributes an amount equal to 50% of each
participating employee's payroll contributions up to 6% of
compensation. The Company may also contribute up to an
additional 50% of each participating employee's payroll
contributions up to 6% of compensation. The Company did not
elect to make an additional matching contribution for 1997
or 1996.
Participants may contribute 1% to 16% (in 1% increments) of
any profit sharing award or gainsharing payment received.
Such contributions are not matched by the Company.
Participants may elect to make their contributions on a
before or after tax basis or a combination thereof. Company
matching contributions are made on a "pretax" basis. Highly
compensated participants may be required to reduce the
amount of "pretax" contributions made to or held by the Plan
on their behalf to permit the Plan to satisfy the
nondiscrimination requirements of Section 401(k) of the
Internal Revenue Code.
Participants in the Plan are fully vested in their account
balances. Withdrawals and distributions are handled in
accordance with the Plan provisions and are subject to
certain regulatory restrictions. The trustee holds all of
the Plan's investment assets and executes transactions
therein.
Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject
to the provisions of ERISA.
The Company is the Plan adminstrator and bears the related
costs, except for investment-related and trustee fees, which
are paid by the Plan.
3. Commingled Master Trust Investments
As of January 1, 1996, all of the assets of the Plan were
transferred into a Master Trust under a Master Trust
Agreement between Reynolds Metals Company and The Northern
Trust Company, as trustee, and are commingled with the
assets of three other savings plans of the Company and one
of its subsidiaries. All the investments of the Plan were
held in the Master Trust as of December 31, 1997 and 1996.
Net assets and net investment gains from the Master Trust
are allocated to participating plans based on the aggregate
account balances of individual participants in each plan.
F-7
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Substantially all of the assets held in the Diversified
Equities Fund and the Balanced Investment Fund are invested
in the Vanguard Institutional Index Fund and the Vanguard
STAR Fund, respectively. These are no-load mutual funds held
and managed by The Vanguard Group of Investment Companies.
Substantially all of the assets held in the International
Equities Fund and the Small Capitalization Equities Fund are
invested in the T. Rowe Price Foreign Equity Fund and the T.
Rowe Price Small-Cap Value Fund, respectively. These are no-
load mutual funds held and managed by T. Rowe Price
Associates, Inc.
The assets held in the Interest Income Fund generally are
invested in guaranteed investment contracts ("GICs") at a
fixed rate of return and structured investment contracts
("SICs") with various insurance companies and banks.
SICs represent a diversified portfolio of high grade
investments held in the name of the Plan in conjunction
with a corresponding contract with the issuer of the
SIC to provide a fixed or variable rate of return
(based on the investment experience and reset
quarterly) on the cost of the portfolio. GICs and SICs
generally provide for the full repayment of principal and
interest. Upon the occurrence of certain events (including
layoffs by the Company or its applicable affiliates),
however, market value of the GIC or SIC, if lower than its
book value, may be repaid (a "Market Value Adjustment").
Currently, in the opinion of the Company, the likelihood of
a material loss to the Plan as a result of such a Market
Value Adjustment is remote. Interest is credited to
participants' accounts on the dollar-weighted average
(blended rate) basis. The annual rate of return on these
contracts during 1997 and 1996 was approximately 6.3% and
6.4%, respectively. The current yield on December 31, 1997
was 6.4% (6.4% on December 31, 1996). The fair value of the
Plan's GICs approximates contract value.
No individual SIC or GIC exceeded 5% of the Master Trust's
assets, except for a SIC with Transamerica Life with a
balance of approximately $39,000 at December 31, 1997.
Cash and cash equivalents of the Master Trust are invested
in a short-term investment fund managed by The Northern
Trust Company.
F-8
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
In April 1991, Executive Life Insurance Company ("Executive
Life"), the issuer of one of the guaranteed investment
contracts then held by the Plan, was placed into conservator
ship. The Company and the Plan entered into an agreement on
August 1, 1991, whereby the Company was obligated to provide
interest-free loans to the Plan for any amounts due under
the guaranteed investment contract which Executive Life
failed to pay. As of December 31, 1997, the Company had
advanced to the Plan all amounts due under this contract.
The Plan is obligated to repay the loans to the extent
amounts are subsequently recovered from, or on behalf of,
Executive Life, and any remaining balance will be forgiven
by the Company. As of December 31, 1997, no additional
recoveries from Executive Life are expected.
During 1997, certain assets of the Plan were transferred
into other plans and from other plans of the Company as a
result of employee transfers. There was no effect on any
participant's accounts as a result of the transfers.
Summarized financial fund information of the commingled
accounts within the Master Trust is presented below:
Small
Inter- Capita-
Reynolds Diversified Balanced Interest national lization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------
MASTER TRUST NET ASSETS-1997
Assets
Accrued Income $ 1,082 $ 1,082
Cash and cash equivalents 2,247 $ 47 $ 11 $ 40,726 $ 6 $ 25 43,062
Contributions receivable 598 195 215 671 79 56 $ 13 1,827
Investments:
Common stock 189,068 - - - - - - 189,068
Investment contracts - - - 195,952 - - - 195,952
Mutual funds - 131,723 46,727 - 10,219 34,639 - 223,308
Loans to participants - - - - - - 19,962 19,962
---------------------------------------------------------------------------------------
Master Trust net assets $192,995 $131,965 $46,953 $237,349 $10,304 $34,720 $19,975 $674,261
=======================================================================================
Portion of Master Trust
allocable to the Plan $183,957 $ 95,140 $33,618 $ 92,527 $ 8,151 $23,930 $10,405 $447,728
Percent 95% 72% 72% 39% 79% 69% 52% 66%
F-9
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Small
Inter- Capita-
Reynolds Diversified Balanced Interest national lization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------
MASTER TRUST NET ASSETS-1996
Assets
Accrued Income $ 997 $ 997
Cash and cash equivalents 2,213 $ 48 $ 3 $ 17,070 $ 4 $ 3 19,341
Contributions receivable 259 209 183 143 56 166 1,016
Investments:
Common stock 160,346 - - - - - 160,346
Investment contracts - - - 220,145 - - 220,145
Mutual funds - 88,863 36,576 - 8,640 19,993 154,072
Loans to participants - - - - - - $19,326 19,326
---------------------------------------------------------------------------------------
Total assets 163,815 89,120 36,762 237,358 8,700 20,162 19,326 575,243
Liabilities
Accounts payable 1 - - 12 - - - 13
---------------------------------------------------------------------------------------
Master Trust net assets $163,814 $89,120 $36,762 $237,346 $8,700 $20,162 $19,326 $575,230
=======================================================================================
Portion of Master Trust
allocable to the Plan $160,492 $72,197 $28,083 $ 98,641 $7,440 $15,366 $11,327 $393,546
Percent 98% 81% 76% 42% 86% 76% 59% 68%
F-10
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
3. Commingled Master Trust Investments (continued)
Small
Inter- Capita-
Reynolds Diversified Balanced Interest national lization
Stock Equities Investment Income Equities Equities Loan
Fund Fund Fund Fund Fund Fund Fund Total
---------------------------------------------------------------------------------------
CHANGES IN MASTER TRUST
ASSETS -1997
Additions:
Contributions from plans $ 11,682 $ 13,182 $ 5,775 $ 28,736 $ 2,090 $ 4,979 $ 66,444
Net realized and unrealized
appreciation (depreciation)
of investments 9,977 29,085 6,564 - 109 6,267 52,002
Interest and dividends 4,107 1,976 1,427 15,552 135 549 $ 1,707 25,453
Assets transferred into
Master Trust 11,809 - - - - - 25 11,834
---------------------------------------------------------------------------------------
37,575 44,243 13,766 44,288 2,334 11,795 1,732 155,733
---------------------------------------------------------------------------------------
Deductions:
Distributions to plans 19,011 7,595 2,787 23,616 800 1,623 1,270 56,702
Administrative expenses - - - - - - - -
---------------------------------------------------------------------------------------
19,011 7,595 2,787 23,616 800 1,623 1,270 56,702
Interfund transfers-net 10,617 6,197 (788) (20,669) 70 4,386 187 -
---------------------------------------------------------------------------------------
Net additions 29,181 42,845 10,191 3 1,604 14,558 649 99,031
Master Trust net assets at
beginning of period 163,814 89,120 36,762 237,346 8,700 20,162 19,326 575,230
---------------------------------------------------------------------------------------
Master Trust net assets at end of
period $192,995 $131,965 $46,953 $237,349 $10,304 $34,720 $19,975 $674,261
=======================================================================================
F-11
Reynolds Metals Company
Savings and Investment Plan for Salaried Employees
Notes to Financial Statements (continued)
4. Differences Between Financial Statements and Form 5500
The following is a reconciliation of net assets available
for benefits per the financial statements to the Form 5500:
December 31,
1997 1996
---------------------
Net assets available for benefits per the
financial statements $447,728 $393,546
Amounts allocated to withdrawn participants 870 329
---------------------
Net assets available for benefits per the
Form 5500 $446,858 $393,217
=====================
The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500:
Year ended
December 31,
1997
--------------
Benefits paid to participants per the
financial statements $41,405
Add: Amounts allocated on Form 5500 to
withdrawn participants in the current year 870
Less: Amounts allocated on Form 5500 to
withdrawn participants in the prior year (329)
--------------
Benefits paid to participants per the Form
5500 $41,946
==============
5. Income Taxes
The Internal Revenue Service has determined that the Plan
qualifies under Section 401(a) of the Internal Revenue Code
(the "Code"). As long as the Plan continues to be
qualified, under present Federal income tax laws and
regulations participants will not be taxed on employer
contributions or investment earnings allocated to their
account. Participants will normally be subject to tax
thereon at such time as they receive distributions from the
Plan. As long as the Plan continues to be qualified, the
Plan will not be taxed on its dividend and interest income
or on any capital gains realized by it or on any unrealized
appreciation of investments.
INDEX TO EXHIBITS
Exhibit A Consent of Independent Auditors
EXHIBIT A
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33-20498) pertaining to the Reynolds
Metals Company Savings and Investment Plan for Salaried Employees
and in the related Prospectus of our report dated June 19, 1998,
with respect to the financial statements of the Reynolds Metals
Company Savings and Investment Plan for Salaried Employees
included in this Annual Report (Form 11-K) for the year ended
December 31, 1997.
/s/ ERNST & YOUNG LLP
Richmond, Virginia
June 19, 1998