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, 1998
Commission File Number 001-01430
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
Preferred Stock Purchase Rights New York 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. _______
As of March 22, 1999:
(a) the aggregate market value of the voting stock known by the
Registrant to be held by nonaffiliates of the Registrant was
approximately $2.4 billion<F1>.
(b) the Registrant had 64,457,809 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 May 20, 1999 - Part III
[FN]
___________________
<F1> 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 as
reported to the Securities and Exchange Commission.
</FN>
i
NOTE
This copy includes only EXHIBIT 21 of those listed on pages 66 -
72.
In accordance with the Securities and Exchange Commission's
requirements, we will furnish copies of the remaining 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 2 137 EXHIBIT 10.16 4
EXHIBIT 3.1 89 EXHIBIT 10.17 3
EXHIBIT 3.2 23 EXHIBIT 10.18 3
EXHIBIT 4.1 89 EXHIBIT 10.19 2
EXHIBIT 4.2 23 EXHIBIT 10.20 1
EXHIBIT 4.3 165 EXHIBIT 10.21 10
EXHIBIT 4.4 6 EXHIBIT 10.22 10
EXHIBIT 4.5 44 EXHIBIT 10.23 13
EXHIBIT 4.6 2 EXHIBIT 10.24 6
EXHIBIT 4.7 2 EXHIBIT 10.25 2
EXHIBIT 4.8 2 EXHIBIT 10.26 2
EXHIBIT 4.9 10 EXHIBIT 10.27 1
EXHIBIT 4.10 14 EXHIBIT 10.28 3
EXHIBIT 4.11 9 EXHIBIT 10.29 3
EXHIBIT 4.12 36 EXHIBIT 10.30 2
EXHIBIT 4.13 17 EXHIBIT 10.31 10
EXHIBIT 4.14 19 EXHIBIT 10.32 10
EXHIBIT 4.15 18 EXHIBIT 10.33 10
EXHIBIT 4.16 89 EXHIBIT 10.34 10
EXHIBIT 4.17 7 EXHIBIT 10.35 1
EXHIBIT 4.18 12 EXHIBIT 10.36 2
EXHIBIT 10.1 21 EXHIBIT 10.37 5
EXHIBIT 10.2 16 EXHIBIT 10.38 9
EXHIBIT 10.3 19 EXHIBIT 10.39 1
EXHIBIT 10.4 7 EXHIBIT 10.40 1
EXHIBIT 10.5 2 EXHIBIT 10.41 1
EXHIBIT 10.6 7 EXHIBIT 10.42 1
EXHIBIT 10.7 6 EXHIBIT 10.43 21
EXHIBIT 10.8 10 EXHIBIT 10.44 137
EXHIBIT 10.9 15 EXHIBIT 10.45 1
EXHIBIT 10.10 16 EXHIBIT 10.46 1
EXHIBIT 10.11 7 EXHIBIT 21 1
EXHIBIT 10.12 12 EXHIBIT 23 1
EXHIBIT 10.13 13 EXHIBIT 24 19
EXHIBIT 10.14 2 EXHIBIT 27 1
EXHIBIT 10.15 1
ii
TABLE OF CONTENTS
PART I
ITEM PAGE
1. BUSINESS.......................................... 1
GENERAL
Nature of Operations.......................... 1
Portfolio Review.............................. 1
Financial Information Regarding Global
Business Units and Operations by
Geographic Location......................... 2
GLOBAL BUSINESS UNITS
Base Materials................................ 2
Packaging and Consumer........................ 7
Construction and Distribution................. 7
Transportation................................ 8
OTHER OPERATIONS................................ 8
COMPETITION..................................... 9
ENVIRONMENTAL COMPLIANCE....................... 10
RESEARCH AND DEVELOPMENT....................... 11
EMPLOYEES...................................... 11
2. PROPERTIES....................................... 12
3. LEGAL PROCEEDINGS................................ 16
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS........................................ 16
4A. EXECUTIVE OFFICERS OF THE REGISTRANT............. 17
PART II
5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS............................ 19
6. SELECTED FINANCIAL DATA.......................... 21
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS..................................... 22
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.................................... 36
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...... 37
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE......... 65
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT..................................... 65
11. EXECUTIVE COMPENSATION........................... 65
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT................................. 65
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS... 65
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K............................ 66
1
PART I
Item 1. BUSINESS
Reynolds Metals Company (the "Registrant") was incorporated in
1928 under the laws of the State of Delaware. In this report,
"Reynolds" and "Company" and personal pronouns, such as "we,"
"our" and "us," mean the Registrant and its consolidated
subsidiaries unless otherwise indicated.
GENERAL
Nature of Operations
- --------------------
Reynolds is the world's third-largest aluminum producer and the
world's leading producer of aluminum foil. We serve customers in
growing world markets including the aluminum fabricating,
packaging and consumer, commercial construction, distribution,
and automotive markets, with a wide variety of aluminum, plastic
and other products. At December 31, 1998, Reynolds employed
approximately 20,000 people. We have operations or interests in
operations at more than 100 locations in 24 countries. Our world
headquarters is in Richmond, Virginia.
Reynolds' operations are organized into four market-based, global
business units: Base Materials; Packaging and Consumer;
Construction and Distribution; and Transportation. For a
description of these units, see the discussion below under the
heading "Global Business Units." For information about certain
operations that are not considered part of a global business
unit, see the discussion below under the heading "Other
Operations."
Portfolio Review
- ----------------
In late 1996, we began a portfolio review of our operations and
businesses. Below is a summary of the portfolio review
transactions that we have completed since the beginning of 1998,
as well as those that are currently pending:
In February 1998, we sold our Canadian aluminum extrusion
plants, located in Richmond Hill, Ontario and Ste. Therese,
Quebec, to the William L. Bonnell subsidiary of Tredegar
Industries, Inc. The plants manufacture products used
primarily in the construction, transportation, electrical,
machinery and equipment, consumer durables and climbing
equipment markets.
In March 1998, we sold our U.S. recycling operations to Wise
Recycling, LLC, an affiliate of Wise Metals Co., Inc. In a
related transaction, TOMRA Pacific, Inc., an affiliate of
TOMRA Systems, ASA, acquired the western region of our U.S.
recycling operations.
In May 1998, we sold our European rolling mill businesses to
VAW aluminium AG. Included in the sale were the aluminum
rolling operations of Reynolds Aluminium Deutschland, Inc.
in Hamburg, Germany (known as RADI); Reynolds Italy Slim,
S.p.A. in Cisterna di Latina, Italy (known as SLIM); and
Industria Navarra del Aluminio, S. A. in Irurzun, Spain
(known as INASA).
In June 1998, we sold our McCook, Illinois sheet and plate
plant to McCook Metals L.L.C. The plant produces aluminum
products for the aircraft and aerospace, transportation and
distribution markets.
In August 1998, we sold our North American beverage can
business to Ball Corporation.
In December 1998, we signed a definitive agreement to sell
our Alloys can stock complex located in Alabama to Wise
Alloys LLC, an affiliate of Wise Metals Co., Inc. Included
in the complex are the Alloys rolling mill, two reclamation
plants, and a coil coating facility. Wise Alloys took title
to the inventory and spare parts associated with the Alloys
complex in December 1998, and until the final closing, we
are operating the facility on behalf of Wise Alloys for a
management fee. The final closing is expected to occur
by the end of the first quarter of 1999 and is subject
to customary closing conditions.
2
In December 1998, we signed a definitive agreement to sell
our aluminum extrusion plant in Irurzun, Spain, as well as
our distribution operations for architectural systems
located in Spain, to an affiliate of Alcoa Inc. The
transaction is subject to customary closing conditions
and is expected to close by the end of the first quarter
of 1999.
Financial Information Regarding Global Business Units and
Operations by Geographic Location
- ---------------------------------------------------------
Financial information for operations and assets attributable to
our global business units and information regarding our
operations by geographic location are included in Note 11 to the
consolidated financial statements in Item 8 of this report.
GLOBAL BUSINESS UNITS
Base Materials
- --------------
Our base materials global business unit produces metallurgical
alumina, alumina chemicals and primary aluminum. It also
produces carbon products, principally for use in primary aluminum
reduction plants.
Aluminum is one of the most plentiful metals in the earth's
crust. It is found chemically combined with other elements.
Aluminum silicates are in almost every handful of clay, but
aluminum is produced primarily from bauxite, an ore containing
aluminum in the form of aluminum oxide, commonly referred to as
alumina.
Aluminum is made by extracting alumina from bauxite and then
removing oxygen from the alumina through an electrolytic process
known as "reduction." The result is molten primary aluminum,
which is cast into various forms for shipment to fabricating
plants. It takes about four tons of bauxite to make two tons of
alumina, which in turn yield about a ton of primary aluminum.
We refine bauxite into alumina at our Sherwin alumina plant near
Corpus Christi, Texas. We also are entitled to a share of the
production from two joint ventures in which we have 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 1 under this
Item. In addition, we have a contract with a third party to
purchase 120,000 metric tons of alumina annually in 1999 and
2000.
Worsley currently has the capacity to produce 1.7 million metric
tons of alumina per year. Reynolds is entitled to 56% of the
alumina produced by the joint venture. The Worsley refinery is
currently being expanded to increase its annual capacity to 3.1
million metric tons. In addition to increasing capacity, the
expansion project will further reduce operating costs and improve
product quality. Construction is scheduled to be completed in
the second quarter of 2000. Worsley has proven bauxite reserves
sufficient to operate the plant at capacity for at least the next
35 years, even after taking into account the ongoing expansion of
the refinery's annual capacity.
Bauxite requirements for our Sherwin alumina plant and our share
of the Stade joint venture are obtained from the following
sources:
Australia
We have a long-term purchase arrangement under which we may
buy from a third party an aggregate of approximately
18,800,000 dry metric tons of Australian bauxite through
2021.
3
Brazil
We own a 5% interest in Mineracao Rio Do Norte S.A. (known
as MRN), which owns the Trombetas bauxite mining project in
Brazil. We will buy at least 322,000 dry metric tons of
Brazilian bauxite from the project in 1999.
We also maintain an interest in other, undeveloped bauxite
deposits in Brazil.
Guinea
We own a 6% interest in Halco (Mining), Inc. 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. We have a bauxite
purchase contract with CBG that will provide us with a
minimum of approximately 6,550,000 dry metric tons of
Guinean bauxite for the period 1999 through 2011.
Guyana
We are a 50% partner with the Guyanese government in a
bauxite mining project in the Berbice region of Guyana.
During 1999, we will buy between 1,500,000 and 1,800,000 dry
metric tons of bauxite from the project.
Jamaica
We have a purchase arrangement under which we will buy from
a third party an aggregate of up to 5,400,000 dry metric
tons of Jamaican bauxite for the period 1999 through 2001.
Other
We have an arrangement with the U.S. government under which
we will buy at a negotiated price during 1999 approximately
529,000 long dry tons of Jamaican bauxite stored next to our
Sherwin alumina plant.
Our present sources of bauxite and alumina are more than adequate
to meet the forecasted requirements of our primary aluminum
production operations for the foreseeable future.
We produce primary aluminum at three plants in the United States
and one at Baie Comeau, Quebec, Canada. We also are entitled to
a share of the primary aluminum produced at three joint ventures
in which we participate: one in Quebec known as the Becancour
joint venture ("Becancour"); one in Hamburg, Germany, known as
Hamburger Aluminium-Werk GmbH ("Hamburg"); and the third in
Ghana, known as Volta Aluminium Company Limited ("Ghana"). See
Table 2 under this Item.
Our primary aluminum products include unalloyed aluminum ingot;
billet, which is used by extrusion plants; sheet ingot, which is
supplied to rolling facilities; foundry ingot, which is the base
material for cast products such as automotive wheels; and
electrical redraw rod, which is used by the electrical cable
industry. During 1998, approximately 65% of our primary aluminum
products was sold externally to third parties; the remainder was
purchased by other Reynolds business units. Our internal demands
for primary aluminum have declined as a result of actions taken
in connection with our portfolio review. Consequently, we expect
that a larger percentage of our future primary aluminum sales
will be to external customers.
Production at our primary aluminum plants can vary due to a
number of factors, including changes in worldwide supply and
demand. Reynolds currently has the annual capacity to produce
1,094,000 metric tons of primary aluminum, of which 47,000 metric
tons are temporarily idled. During 1998, we restarted 162,000
metric tons of previously idled production capacity. We will
monitor market conditions and our internal needs before
proceeding with further restarts.
4
In addition to the primary aluminum plants listed in Table 2,
Reynolds has a 10% equity interest in the Aluminum Smelter
Company of Nigeria ("ALSCON"), which is currently under
construction. When ALSCON is operating at capacity, we expect to
buy at market-related prices approximately 153,000 metric tons of
primary aluminum annually from the 193,000 metric ton smelter.
Startup of one line began in late 1997. That line was operating
at the end of 1998 at 41% of its rated capacity of 96,500 metric
tons. We also have an 8% equity interest in C.V.G. Aluminio del
Caroni, S.A. (known as ALCASA), which produces primary aluminum
in Venezuela.
Reynolds owns and operates two carbon products manufacturing
facilities located in Lake Charles and Baton Rouge, Louisiana.
These facilities produce 855,000 metric tons of calcined
petroleum coke and 136,000 metric tons of carbon anodes annually.
The anodes are produced principally for consumption at our
primary aluminum plant in Baie Comeau, Quebec. The calcined
petroleum coke is used by our wholly owned primary aluminum
plants. We also sell it worldwide to the aluminum and titanium
dioxide industries.
In addition to producing aluminum and carbon products, our base
materials business operates a commercial hazardous waste treatment
facility in Gum Springs, Arkansas for the treatment of spent
potliner resulting from Reynolds' and other producers' North
American aluminum reduction operations. Regulations issued by the
U.S. Environmental Protection Agency (the "EPA") require the
treatment of spent potliner to prescribed standards prior to
disposal. Our facility has the capacity to treat 120,000 short
tons of spent potliner annually and is currently operating at
approximately 50% of capacity. In July 1998, the U. S. Court of
Appeals for the District of Columbia struck down the treatment
standards included in the then current EPA regulations. The EPA
subsequently adopted temporary standards, which are expected to
continue in effect until final standards are adopted. Our Gum
Springs facility is the only commercial facility in the U.S.
capable of treating spent potliner to the temporary standards, as
well as to the standards previously in effect. In addition, we
have submitted permit applications to state and federal
environmental authorities to allow us to operate the Gum Springs
facility's landfill as a hazardous waste landfill. The
applications were submitted as a result of EPA's 1997 decision to
classify treated spent potliner as a hazardous waste.
Energy
- ------
Reynolds consumes substantial amounts of energy in the aluminum
production process. Refining alumina from bauxite requires high
temperatures. The facilities where we refine alumina achieve
these temperatures by burning natural gas or coal to produce
direct heat or steam. Natural gas and coal for these facilities
are purchased under long- and short-term contracts. See Table 1
under this Item.
The electrolytic process for reducing alumina to primary aluminum
requires large amounts of electricity. We generally expect to
meet the energy requirements for our primary aluminum production
for the foreseeable future under long-term contracts. Under
these contracts, however, we may experience shortages of
interruptible power from time to time at our Massena, New York
plant and at the plant in Ghana in which we hold a joint-venture
interest. The portion of power supplied to the Massena plant
that is interruptible (approximately 15%) can be offset with
purchased power. Production at Ghana is dependent on
hydroelectric power. The Ghana plant is currently operating at
reduced capacity due to drought conditions that have existed
since 1994. See Table 2 under this Item.
Rates for electricity charged by the Bonneville Power
Administration, which serves the Company's Troutdale, Oregon and
Longview, Washington primary aluminum plants, are established
under a five-year contract that runs through September 2001. We
are now evaluating the sources of electricity that may be
available to us after the current contract expires.
5
Table 1
Alumina Plants and Energy Supply
Rated
Capacity(a) at Principal
December 31, 1998 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
- ----- ----------- ------------ ---------------
Corpus Christi, Texas 1,600,000 Natural Gas (c),(d)
Worsley, Australia 969,000(e) Coal 2002(d)
Stade, Germany 375,000(e) Natural Gas 2008
TABLE 2
Primary Aluminum Production Plants and Energy Supply
Rated
Capacity(a) at Principal
December 31, 1998 Energy Energy Contract
Plant Metric Tons Purchased(b) Expiration Date
- ----- ----------- ------------ ---------------
Baie Comeau, Quebec 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, Quebec 186,000(h) Electricity 2014
Hamburg, Germany 40,000(h) Electricity 2005
Ghana 20,000(h) Electricity 2017
TABLE 3
Alumina and Primary Aluminum Capacity and Production
(Metric Tons)
Alumina(e),(i) Primary Aluminum(h),(j)
-------------------------- ----------------------------
Rated Rated
Year Capacity(a) Production(k) Capacity(a) Production(f)
- ---- ----------- ------------- ----------- -------------
1996 2,927,000 2,674,000 1,094,000 893,500
1997 2,944,000 2,724,000 1,094,000 893,200
1998 2,944,000 2,868,000 1,094,000 982,900
NOTES TO TABLES 1, 2, and 3.
(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" above.
(c) The Sherwin plant purchases approximately 50% of the natural
gas required to operate the plant under a three-year contract
that is scheduled to expire in October 1999. The remainder is
purchased under short-term contracts. After the base term of the
existing three-year contract expires in 1999, it will continue on
a month-to-month basis until one of the parties terminates the
contract.
6
(d) We have a long-term agreement to purchase all of Sherwin's
steam and a portion of its electricity from a third-party
cogeneration facility beginning in mid-year 2000. Worsley has a
similar contract to purchase a portion of its steam and
electricity beginning in early 2000.
(e) We are entitled to 56% of the production of Worsley and 50%
of the production of Stade. Capacity and production figures
reflect our share.
(f) We curtailed 121,000 metric tons of production capacity at
our Troutdale primary aluminum plant in the second half of 1991
and restarted 74,000 metric tons of that capacity in 1998. We
also curtailed an aggregate of 88,000 metric tons of primary
aluminum production capacity at our Massena (41,000 metric tons)
and Longview (47,000 metric tons) plants effective in the fourth
quarter of 1993. We restarted all of the idled capacity at
Massena and Longview during 1998.
(g) The power contract terminates in 2013, subject to earlier
termination by the supplier in 2003 if its federal license for
its hydroelectric project is not renewed.
(h) We are entitled to 50% of the production of Becancour, 33-
1/3% of the production of Hamburg, and 10% of the production of
Ghana. Capacity and production figures reflect our share.
Production at Ghana has been curtailed since September 1994 by
drought. At December 31, 1997, Ghana was operating at 77% of
capacity and was further reduced to 20% of capacity in the first
half of 1998. In December 1998, Ghana began to restart a portion
of its curtailed capacity. The plant is currently operating at
approximately 60% of capacity.
(i) Production is from the alumina production operations listed
in Table 1.
(j) Production is from the primary aluminum production
operations listed in Table 2.
(k) We reduced production at our Sherwin alumina plant near
Corpus Christi, Texas during the third quarter of 1996. We
restarted the idle alumina capacity at the Sherwin plant late in
1997.
7
Packaging and Consumer
- ----------------------
Reynolds' packaging and consumer global business unit provides a
variety of foil, plastic and other products and related services
to the packaging and consumer products markets. We are the
world's leading producer of aluminum foil and a major converter
of plastic resins.
Reynolds markets a diverse range of flexible packaging products
including inner and outer wraps, pouches, specialty cartons,
child-resistant blister backing, and plastic containers. Our
customers include global marketers of food, confection,
healthcare and tobacco products. We also serve the foodservice
market (restaurants, delis, supermarket take-out, and fast-food
and catering establishments) with over 1,000 foil, plastic and
paper products including aluminum and plastic film, plastic
containers and lids, foodservice bags, catering trays, sandwich
bags and wraps, baking cups and trays. We also produce
industrial plastic film (including Reynolon shrink film) and
labels for shrink wrapping and tamper-evident packaging.
We manufacture our packaging products at wholly owned facilities
in the U.S., Canada and Spain. See Table 4 under the heading
"Packaging and Consumer." We also have interests in foil
operations in Colombia and Venezuela. The capacity of these
manufacturing facilities depends on the variety and types of
products manufactured.
Reynolds' packaging and consumer global business unit also
manufactures and markets an extensive line of foil, plastic and
paper consumer products under the Reynolds name. Products
include the well-known Reynolds Wrap Aluminum Foil, Reynolds
Plastic Wrap, Reynolds Oven Bags, Reynolds Freezer Paper,
Reynolds Cut-Rite Wax Paper and Reynolds Baker's Choice Bake
Cups. In 1998, we introduced two new products - Reynolds Hot
Bags Foil Bags and Reynolds Wrappers Foil Sandwich Sheets. Our
consumer products are distributed throughout the U.S., which is
our largest market for these products, and in more than 65 other
countries.
Through our Presto Products Company subsidiary, we are a supplier
of private label consumer products. Presto produces a variety of
plastic food wraps and bags (including trash bags and reclosable
snack, sandwich, storage and freezer bags) that are sold under
private labels.
Our subsidiary, Southern Graphic Systems, Inc., produces
rotogravure printing cylinders, color separations and
flexographic plates used in our packaging printing operations and
for the consumer and industrial packaging industry. Southern
Graphic's major customers, in addition to Reynolds, are other
consumer products companies and converters, with a trend toward
consumer products companies. Southern Graphic also provides
graphics management services and manufactures printing
accessories (bases and anilox rolls).
In February 1999, we acquired London Graphics Inc. London
Graphics is based in Toronto, Ontario and produces flexographic
separations and plates for the packaging industry in Canada. It
is being integrated with Southern Graphic's Canadian operations.
Construction and Distribution
- -----------------------------
The Company's construction and distribution global business unit
distributes aluminum, stainless steel and other specialty metal
products under the name Reynolds Aluminum Supply Company
("RASCO"). This business unit also produces and sells
architectural products and systems.
RASCO provides supply chain management services to North American
metal fabricating customers requiring
high-quality aluminum, stainless steel and other specialty metal
products. During 1998, RASCO's sales were 56% in aluminum
products and 44% in stainless steel products. RASCO processes
and distributes plate, sheet, extrusions, rod and bar products
through 28 facilities across North America. RASCO provides metal
processing services such as cutting to length, slitting,
shearing, sawing and plasma burning. The customized metal
processing
8
services offered by RASCO allow it to provide just-in-time
delivery to customers. Its customers include fabricators and
manufacturers in transportation, equipment, machinery and other
markets.
Through our construction operations we produce Reynobond and
other architectural cladding products in the U.S. that are sold
globally. In 1998, we began a $25 million expansion of our plant
in Merxheim, France. The expansion will allow us to produce
Reynobond and other composite architectural products in Europe.
Our construction and distribution business unit also produces
Reynolux painted aluminum sheet and profiled products; designs
and markets architectural systems consisting of curtainwall and
window and door units for residential and commercial applications
in Europe; sells polymer-coated magnet wire for electrical
transformers; and designs and markets highway sound barrier
systems in Europe.
Transportation
- --------------
Reynolds' transportation global business unit operates nine
plants supplying a wide range of fabricated aluminum products to
the transportation industry and has interests in two additional
plants located in Canada and Venezuela. See Table 4 below under
the heading "Transportation." Our principal products are wheels,
heat exchanger tubing and automotive structures. We market these
products primarily in North America to the "Big Three" automobile
manufacturers, with customers also in Europe and Venezuela.
We produce forged and cast aluminum wheels in a variety of sizes,
styles and finishes. In February 1999, we completed the start-up
of a $32 million expansion of our forged aluminum wheel
manufacturing facility in Lebanon, Virginia. The expansion
doubled the plant's production capacity to 1.4 million wheels per
year.
Heat exchanger tubing products include extruded and drawn round
tube, micro multivoid tube and oval tube made of aluminum and
long-life alloys. These products are used in applications such
as automotive air conditioning systems and radiators.
Automotive structures include bumpers, car and truck door frames,
convertible roof brackets, sunroof frames, antilock brake system
housings, steering shafts and steering column brackets, among
other items, for use in automobiles and truck and trailer
systems. In addition, we are currently testing a new engine
cradle program that should be in production in mid-1999.
OTHER OPERATIONS
Reynolds has certain operations that are not within a global
business unit. These include, principally, our headquarters
operations, as well as the following:
Emerging Markets Group - The purpose of the Emerging Markets
Group is to identify and develop new business opportunities
in strategic emerging world markets. The group oversees our
interests in an aluminum foil and extrusion plant in China.
It also provides technical services to rolling operations
owned by third parties in Russia and India.
European Extrusion Operations - Our plants in Nachrodt,
Germany and Harderwijk, Netherlands produce extruded
aluminum products that are used internally by our
construction and distribution and our transportation global
business units. In addition, the plants manufacture
products that are sold directly to third parties. The
portion of these extrusion operations related to products
sold directly to third parties is not included within our
global business units.
Reycan L.P./Reycan S.E.C. - We own a 50% partnership
interest in this Canadian aluminum rolling operation.
Latas de Aluminio. S.A. ("Latasa") - We own a 34.9% interest
in this South American aluminum can operation. Previously,
we disclosed an intent to sell this interest; however, we
now expect to maintain our interest in Latasa.
9
United Arab Can Manufacturing Company, Ltd. - We own a 27.5%
interest in this aluminum can operation located in Saudi
Arabia.
Can Machinery - We operate a can machinery plant that
manufactures can production machinery used by aluminum can
manufacturers around the world.
Alloys Complex - Our Alloys can stock complex in Alabama
consists of a rolling mill, two reclamation plants that
provide input metal to the mill, and a coil coating
facility. The principal product of the rolling mill is
aluminum sheet used to produce beverage can bodies, ends and
tabs. We have signed a definitive agreement with Wise
Alloys LLC for the sale of the complex and have transferred
title to certain of the assets of the complex. We are
currently operating the facility on behalf of Wise Alloys.
See "General - Portfolio Review" for additional information.
Certain Spanish Operations - We operate an aluminum
extrusion plant in Irurzun, Spain. We also have warehouses
in several cities in Spain that are part of our distribution
operation for architectural systems. We have signed an
agreement with Alcoa Inc. for the sale of these assets. See
"General - Portfolio Review" for additional information.
COMPETITION
Competition in our industry is based on price, quality and
service. In the sale of our products, we compete primarily with
(i) producers of alumina and primary aluminum and processors of
reclaimed aluminum, (ii) producers of plastic products, (iii)
producers of aluminum and non-aluminum packaging materials, (iv)
metals service center companies engaged in the distribution of
aluminum and other products and (v) fabricators of aluminum and
non-aluminum automotive products. Reynolds' principal
competitors in the manufacture of primary aluminum products in
North America and other global markets are ten U.S. companies, a
Canadian company and other foreign producers. In Europe, our
principal competitors are seven major multinational producers of
extruded aluminum products and a number of smaller European
producers of aluminum semifabricated products. Our consumer
products operations compete primarily with three U.S. companies.
North America is our largest market for our flexible packaging
products. We have a large number of competitors in this area,
ranging from small, local businesses to large, national
companies. 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.
10
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 us to predict accurately the
total expenditures necessary to meet all future environmental
requirements. We expect, however, to add or modify environmental
control facilities at a number of our 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, we estimate 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 the
Massena plant referred to below), primarily at our U.S. primary
aluminum production plants. The ultimate effect of the Clean Air
Act on such plants and on our 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 our
Massena, New York primary aluminum production plant, we have
undertaken a five-year capital spending program (planned for
completion in 2001) of an estimated $200 million to modernize the
Massena plant and significantly reduce air emissions from the
plant. Pursuant to the memorandum of understanding, we are
accelerating certain expenditures believed necessary to achieve
compliance with the Clean Air Act's Maximum Achievable Control
Technology standards.
Our capital expenditures for equipment designed for environmental
control purposes were approximately $24 million in 1996, $43
million in 1997 and $80 million in 1998. The portion of such
amounts expended in the United States was $16 million in 1996,
$41 million in 1997 and $74 million in 1998. We estimate that
annual capital expenditures for environmental control facilities
will be approximately $55 million in 1999, $17 million in 2000,
and $40 million in 2001. The majority of these estimated
expenditures are associated with the capital spending program
referred to above at the Massena plant. Future capital
expenditures for environmental control facilities cannot be
predicted with accuracy for the reasons cited above; however, it
is reasonable to expect 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, we are
investigating possible environmental contamination, which may
also require remedial action, at certain of our present and
former United States manufacturing facilities, including
contamination by polychlorinated biphenyls ("PCBs") at our
Massena, New York primary aluminum production plant which
requires remediation. In 1994, the EPA added our Troutdale,
Oregon primary aluminum production plant to the National
Priorities List of Superfund sites. We are cooperating with the
EPA and, under a September 1995 consent order, are working with
the EPA in investigating potential environmental contamination at
the Troutdale site and promoting more efficient cleanup at the
site. At most of the Superfund sites referred to above where
Reynolds has been identified as a PRP, we are one of many PRPs,
and our 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, we
have either fully or substantially settled or
11
resolved actions related to such sites at minimal cost or believe
that we have no responsibility with regard to them. We have been
notified that Reynolds may be a PRP at certain sites in addition
to those already referred to in this paragraph.
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, we
evaluate the status of all sites, develop or revise estimates of
costs to satisfy known remediation requirements and adjust our
accruals accordingly. At December 31, 1998, the accrual for
known remediation requirements was $172 million. This amount
reflects management's best estimate of our ultimate liability
for such costs. Potential insurance recoveries are uncertain
and therefore have not been considered. As a result of
factors such 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 that 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 our 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 12 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 to support its global business units.
This program deals with new and improved materials, products,
processes and related environmental compliance technologies. It
includes development and expansion of products and markets that
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 our research and
development activities.
Expenditures for Reynolds-sponsored research and development
activities were approximately $31 million in 1998, $41 million in
1997, and $49 million in 1996.
We own numerous patents relating to our products and processes
based predominantly on our in-house research and development
activities. The patents owned by Reynolds, or under which we are
licensed, generally concern particular products or manufacturing
techniques. Our business is not, however, materially dependent
on patents.
EMPLOYEES
At December 31, 1998, Reynolds had approximately 20,000
employees. After the completion of the sale of our Alloys can
stock complex, Reynolds will have approximately 18,400 employees.
In 1996, we entered into new six-year labor contracts with the
United Steelworkers of America and the Aluminum, Brick and Glass
Workers International Union. The contracts involve approximately
4,000 active employees. At the end of the fifth year, the
economic provisions of the contracts will be reopened. If
agreement cannot be reached, the economic provisions applicable
to the sixth year will be submitted to arbitration.
12
Item 2. PROPERTIES
Reynolds' products are produced at numerous domestic and foreign
plants wholly or partly owned by Reynolds. The annual capacity
of many of these plants depends upon the variety and type of
products manufactured. For information on the location and
general nature of certain of our principal domestic and foreign
properties, see Item 1 of this report. Table 4 lists as of March
22, 1999 our wholly owned domestic and foreign operations and
shows the domestic and foreign locations of operations in which
we have 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 our operations and the arrangements under
which such properties are held are not expected to limit their
use. We believe that our facilities are suitable and adequate
for our operations. With the exception of the Troutdale and
Ghana primary aluminum production plants and the Arkansas spent
potliner treatment facility, as explained in Item 1, and the
automotive structures plant in Auburn, Indiana, as explained in
Item 7, there is no significant surplus or idle capacity at our
major manufacturing facilities.
13
TABLE 4
Wholly Owned Operations
Base Materials
Alumina: Primary Aluminum:
Corpus Christi, Texas Massena, New York
Malakoff, Texas Troutdale, Oregon
Longview, Washington
Calcined Coke: Baie Comeau, Quebec
Baton Rouge, Louisiana
Lake Charles, Louisiana Spent Potliner Treatment:
Gum Springs, Arkansas
Carbon Anodes:
Lake Charles, Louisiana
Electrical Redraw Rod:
Becancour, Quebec
Packaging and Consumer
Foil Feed Stock: Packaging Graphics and Image Carriers:
Hot Springs, Arkansas Atlanta, Georgia<F1>
LaGrange, Georgia<F1>
Packaging and Consumer Products: Elgin, Illinois<F1>
Beacon Falls, Connecticut Clarksville, Indiana<F1>
Louisville, Kentucky (2) Louisville, Kentucky (2)
Mt. Vernon, Kentucky Newport, Kentucky<F1>
Sparks, Nevada<F1> West Monroe, Louisiana
Boyertown, Pennsylvania Battle Creek, Michigan<F1>
Downingtown, Pennsylvania St. Louis, Missouri
Lewiston, Utah Armonk, New York<F1>
Bellwood, Virginia Fulton, New York
Grottoes, Virginia Wilmington, North Carolina<F1>
Richmond, Virginia Exton, Pennsylvania<F1>
South Boston, Virginia Dallas, Texas
Appleton, Wisconsin (2) Richmond, Virginia (2)<F1>
Little Chute, Wisconsin Brockville, Ontario<F1>
Weyauwega, Wisconsin Mississauga, Ontario (2)<F1>
Rexdale, Ontario<F1> Toronto, Ontario<F1>
Barcelona, Spain
Construction and Distribution
Construction: Distribution:
Eastman, Georgia Service Centers (U.S.) (24)<F2>
Ashland, Virginia Processing Centers (U.S.) (4)<F2>
Merxheim, France
Lelystadt, Netherlands
Distribution Centers (Europe-8)<F2>
(China-1) <F2>
14
Transportation
Heat Exchangers: Wheels:
Louisville, Kentucky Lebanon, Virginia
Wexford, Ireland Beloit, Wisconsin
Ferrara, Italy
Structures:
Auburn, Indiana
Maracay, Venezuela
Nachrodt, Germany<F3>
Harderwijk, Netherlands<F3>
Other
Can Machinery and Systems: Reclamation:
Richmond, Virginia Sheffield, Alabama (2)<F5>
Extrusions: Research and Development:
Irurzun, Spain<F4> Sheffield, Alabama
Richmond, Virginia (2)
Mill Products: Corpus Christi, Texas
Sheffield, Alabama<F5>
15
Other Operations
In Which Reynolds Has Interests
Argentina: Ghana:
Aluminum cans Primary aluminum<F1>
Australia: Guinea:
Bauxite, alumina Bauxite
Brazil: Guyana:
Aluminum cans and ends, bauxite Bauxite
Canada: Italy:
Primary aluminum, electric power Reclamation
generation, aluminum wheels,
mill products, coil coating Nigeria:
Primary aluminum
Chile:
Aluminum cans Saudi Arabia:
Aluminum cans
China:
Foil, extrusions Spain:
Extrusions
Colombia:
Mill products, extrusions, foil Venezuela:
Primary aluminum, mill products,
Egypt: foil, aluminum wheels
Extrusions
Germany:
Alumina, primary aluminum
<FN>
____________________________
<F1> Leased. One of the two packaging graphics and image carrier
operations located in Richmond, Virginia is leased.
<F2> European Distribution Centers - 5 leased.
U.S. Service Centers - 16 leased.
U.S. Processing Centers - 2 leased.
<F3> These plants also produce extruded products for our
construction and distribution business unit. The plant in
Harderwijk, Netherlands also manufactures heat exchangers
and other extruded products.
<F4> We have entered into a definitive agreement to sell this
extrusion plant. See "General - Portfolio Review."
<F5> We have entered into a definitive agreement to sell the
Alloys can stock complex. See
"General - Portfolio Review."
</FN>
The titles to our various properties were not examined
specifically for this report.
16
Item 3. LEGAL PROCEEDINGS
A private antitrust lawsuit styled Hammons v. Alcan Aluminum
Corp. et al. 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 alleged a conspiracy
to reduce worldwide and U.S. aluminum production. Estimated
damages of approximately $26 billion were sought in the lawsuit,
which claimed class action status. Defendants removed the case
to the U.S. District Court for the Central District of California
(the "District Court"). The District Court granted summary
judgment for defendants. On December 11, 1997, the U.S. Court of
Appeals for the Ninth Circuit sustained the District Court's
dismissal of the case. The plaintiff filed a motion seeking
review of the decision by all the judges of the Ninth Circuit.
The motion was denied on May 14, 1998. On August 12, 1998, the
plaintiff filed a petition for a writ of certiorari in the U.S.
Supreme Court. On October 19, 1998, the Supreme Court denied the
petition and declined to review the case. On November 10, 1998,
the plaintiff requested a rehearing but the Supreme Court denied
that request on December 7, 1998.
Various other suits, claims and actions are pending against
Reynolds. In the opinion of Reynolds' management, after
consultation with legal counsel, disposition of these
proceedings, either individually or in the aggregate, will not
have a material adverse effect on our competitive or financial
position or our 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 1998.
17
Item 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Registrant are as follows:
Name Age<F1> Positions Held During Past Five Years
Jeremiah J. Sheehan 60 Chairman of the Board and Chief
Executive Officer since October 1996.
President and Chief Operating Officer
1994-1996. Executive Vice President,
Fabricated Products 1993-1994. Director
since 1994.
Randolph N. Reynolds<F2> 57 Vice Chairman and Executive Officer
since October 1996. Vice Chairman 1994-
1996. Executive Vice President,
International 1990-1994. Director since
1984.
William E. Leahey, Jr. 49 Executive Vice President and Chief
Financial Officer since July 1998.
Senior Vice President, Global Can, April
1997-1998. Vice President, Can Division
1993-1997.
Thomas P. Christino 59 Senior Vice President, Global
Packaging and Consumer Products, since
April 1997. Vice President, Flexible
Packaging Division 1993-1997.
Donald T. Cowles 52 Senior Vice President, Global
Construction and Distribution, since
April 1997. Vice President and Reynolds
Aluminum Supply Company Division General
Manager August 1995-1997. Executive Vice
President, Human Resources and External
Affairs 1993-1995.
Eugene M. Desvernine 57 Senior Vice President, Global
Transportation, since April 1997. Vice
President 1994-1997.
Allen M. Earehart 56 Senior Vice President and Controller
since July 1998. Vice President,
Controller 1994-1998. Controller 1993-
1994.
D. Michael Jones 45 Senior Vice President and General
Counsel since October 1996. Vice
President, General Counsel and Secretary
1993-1996.
John M. Lowrie 58 Senior Vice President and Executive
Director - Enterprise Systems since
January 1999. Vice President, Consumer
Products 1988-1999.
Paul Ratki 59 Senior Vice President, Global Metals
and Carbon Products, since April 1997.
Vice President, Metals Division 1994-
1997. Reduction and Reclamation Division
General Manager 1993-1994.
C. Stephen Thomas 59 Senior Vice President, Global
Technology and Operational Services,
since May 1997. Vice President, Mill
Products Division 1992-1997.
Donna C. Dabney 51 Secretary and Assistant General
Counsel since October 1996. Associate
General Counsel 1993-1996.
Douglas M. Jerrold 48 Vice President, Tax Affairs, since
April 1990.
John B. Kelzer 62 Vice President since April 1993.
Lou Anne J. Nabhan 44 Vice President, Corporate
Communications, since January 1998.
Director, Corporate Communications 1993-
1998.
18
F. Robert Newman 55 Vice President, Human Resources,
since October 1995. Corporate Director,
Human Resources 1993-1995.
Edmund H. Polonitza 56 Vice President, Development and
Strategic Planning, since January 1998.
Corporate Director, Development and
Strategic Planning 1987-1998.
William G. Reynolds, Jr.<F2> 60 Vice President, Government
Relations and Public Affairs, since
October 1980.
John F. Rudin 53 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 55 Vice President, Treasurer, since
April 1988.
[FN]
_______________
<F1> As of March 22, 1999
<F2> Randolph N. Reynolds and William G. Reynolds, Jr. are
brothers.
</FN>
19
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. At March 22, 1999, there were 7,908 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
1998
First Quarter $ 66 $ 54-3/8 $.35
Second Quarter 68-1/8 52-1/4 .35
Third Quarter 56-15/16 46-7/8 .35
Fourth Quarter 60-15/16 49-5/16 .35
1997
First Quarter $ 65-7/8 $ 56-3/4 $.35
Second Quarter 73-7/8 61-3/8 .35
Third Quarter 79-3/4 67-1/16 .35
Fourth Quarter 72-7/16 56-3/16 .35
On February 19, 1999, the Board of Directors declared a dividend
of $.35 per share of Common Stock, payable April 1, 1999 to
stockholders of record on March 3, 1999.
Sale of Unregistered Securities
- -------------------------------
Under the Registrant's Stock Plan for Outside Directors (the
"Stock Plan"), each outside Director serving on the Registrant's
Board of Directors on or after January 1, 1997 will receive an
annual grant of 225 shares of phantom stock of the Registrant,
plus dividend equivalents based on the dividends that would have
been paid on the phantom stock if the outside Director had
actually owned shares of the Registrant's Common Stock. The
annual grant will be made in quarterly installments at the end of
each calendar quarter. This rate is increased for each outside
Director to 425 shares of phantom stock per year once the
restrictions have expired on all 1,000 shares of restricted stock
awarded to such outside Director under the Registrant's
Restricted Stock Plan for Outside Directors. Payments under the
Stock Plan will be made upon the outside Director's retirement,
resignation or death in shares of Common Stock of the Registrant,
with fractional shares paid in cash.
Under the Stock Plan, 113 phantom shares, in the aggregate, were
granted to the Registrant's nine outside Directors on October 1,
1998, based on an average price of $50.375 per share. These
phantom shares represent dividend equivalents paid on phantom
shares previously granted under the Stock Plan. 506 phantom
shares, in the aggregate, were granted to the nine outside
Directors on December 31, 1998, based on an average price of
$52.375 per share. These phantom shares represent a quarterly
installment of each outside Director's annual grant under the
Stock Plan. During 1998, 2,409 phantom shares were granted under
the Stock Plan.
20
To the extent that these grants constitute sales of equity
securities, the Registrant issued these phantom shares in
reliance on the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended, taking into account the
nature of the Stock Plan, the number of outside Directors
participating in the Stock Plan, the sophistication of the
outside Directors and their access to the kind of information
that a registration statement would provide.
21
Item 6. SELECTED FINANCIAL DATA
____________________________________________________________________________
Consolidated Income Statement (millions, except per share amounts)
- ----------------------------------------------------------------------------
1998 1997 1996 1995 1994
____________________________________________
Revenues $5,859 $6,900 $7,016 $7,252 $5,925
Cost of products sold 4,774 5,658 5,856 5,739 4,950
Selling, general and
administrative expenses 378 406 445 449 376
Depreciation and amortization 252 368 365 344 341
Interest 114 153 160 172 156
Operational restructuring
effects - net 144 75 37 -- (88)
____________________________________________
5,662 6,660 6,863 6,704 5,735
____________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes 197 240 153 548 190
Taxes on income 45 104 49 159 68
____________________________________________
Income before extraordinary
loss and cumulative effects
of accounting changes 152 136 104 389 122
Extraordinary loss (63) -- -- -- --
Cumulative effects of
accounting changes<F1> (23) -- (15) -- --
____________________________________________
Net income $ 66 $ 136 $ 89 $ 389 $ 122
============================================
Earnings per share
Basic:
Income before extraordinary
loss and cumulative effects
of accounting changes $ 2.18 $ 1.86 $ 1.06 $ 5.60 $ 1.42
Extraordinary loss (0.91) -- -- -- --
Cumulative effects of
accounting changes (0.33) -- (0.24) -- --
____________________________________________
Net income $ 0.94 $ 1.86 $ 0.82 $ 5.60 $ 1.42
============================================
Diluted:
Income before extraordinary
loss and cumulative effects
of accounting changes $ 2.18 $ 1.84 $ 1.06 $ 5.25 $ 1.41
Extraordinary loss (0.91) -- -- -- --
Cumulative effects of
accounting changes (0.33) -- (0.24) -- --
____________________________________________
Net income $ 0.94 $ 1.84 $ 0.82 $ 5.25 $ 1.41
============================================
Cash dividends declared
per common share $ 1.40 $ 1.40 $ 1.40 $ 1.20 $ 1.00
============================================
Other items:
Total assets $6,134 $7,226 $7,516 $7,740 $7,461
============================================
Long-term debt $1,035 $1,501 $1,793 $1,853 $1,848
============================================
<FN>
<F1> See Item 8. Financial Statements and Supplementary Data - Note 1 for a
discussion of the 1998 and 1996 changes in accounting principles.
</FN>
22
Items 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.
Management's Discussion and Analysis contains forecasts,
projections, estimates, statements of management's plans,
objectives and strategies for the Company and other forward-
looking statements. Please refer to the "Risk Factors" section
beginning on page 34, where we have summarized factors that could
cause actual results to differ materially from those projected in
a forward-looking statement or affect the extent to which a
particular projection is realized.
RESULTS OF OPERATIONS
- ---------------------
Lower primary aluminum prices had a significant negative impact
on our 1998 results. We were able to completely overcome this
impact with improved sales volumes from our ongoing operations,
significant cost reductions, and lower selling, general and
administrative expenses and interest expenses.
Over the past two years, through our Portfolio Review process, we
have improved our focus and lowered our threshold for
profitability at decreased pricing levels. We increased
earnings per share from operations in 1998 by 19% compared
to 1997, while experiencing a 12% reduction in realized
primary aluminum prices. Comparing 1998 results to our pre-
restructuring base year of 1996, we more than doubled our
earnings per share from operations despite 5% lower realized
primary aluminum prices.
As we enter 1999, we have made significant progress on cost
reduction, debt reduction, share repurchases and effective
management of inventory and capital spending.
1998 1997 1996
__________________________
Results
Net income before special items $ 242 $ 214 $ 127
Operational restructuring effects -
net (see Note 2) (90) (78) (23)
Extraordinary loss (see Note 3) (63) -- --
Cumulative effects of accounting
changes (see Note 1) (23) -- (15)
__________________________
Net income $ 66 $ 136 $ 89
==========================
Earnings per share - basic
Net income before special items $3.47 $2.91 $1.42
Operational restructuring
effects - net (1.29) (1.05) (0.36)
Extraordinary loss (0.91) -- --
Cumulative effects of accounting
changes (0.33) -- (0.24)
__________________________
Net income $0.94 $1.86 $0.82
==========================
GLOBAL BUSINESS UNITS
The Company is organized into four market-based, global business
units. The four global business units and their principal
products are as follows:
- - Base Materials - alumina, carbon products, primary aluminum
ingot and billet, and electrical rod
- - Packaging and Consumer - aluminum and plastic packaging and
consumer products; printing products
- - Construction and Distribution - architectural construction
products and the distribution of a wide variety of aluminum and
stainless steel products
- - Transportation - aluminum wheels, heat exchangers and
automotive structures
23
RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
Base Materials
1998 1997 1996
_____________________________
Aluminum shipments:
Customer 668 513 458
Internal 354 684 577
_____________________________
Total 1,022 1,197 1,035
=============================
Revenues:
Customer - aluminum $1,058 $ 923 $ 763
- nonaluminum 402 405 373
Internal - aluminum 572 1,187 944
_____________________________
Total $2,032 $2,515 $2,080
=============================
Operating income $ 290 $ 312 $ 242
=============================
The Base Materials global business unit consists principally of
the following:
Aluminum
- --------
- - Primary aluminum -- Three plants in the U.S., one in Canada
and partial interests in plants in Canada (50% owned), Germany
(33-1/3% owned) and Ghana (10% owned). Our rated annual
production capacity including our share of partial interests is
1,094,000 metric tons, of which 47,000 metric tons is temporarily
idled (see below).
- - Electrical rod -- One plant in Canada.
Nonaluminum
- -----------
- - Alumina -- One plant in the U.S. and partial interests in
plants in Australia (56% owned) and Germany (50% owned). Our
rated annual production capacity including our share of partial
interests is 2,944,000 metric tons. Depending on operating rates
of primary aluminum and alumina facilities, approximately 71% of
alumina production is consumed within the Base Materials global
business unit.
- - Carbon products -- Two U.S. plants that produce calcined
petroleum coke (one of which also produces carbon anodes)
principally for use in primary aluminum facilities. Depending on
operating rates of primary aluminum and carbon products
facilities, approximately 45% of carbon products production is
consumed within the Base Materials global business unit.
The increase in customer aluminum shipments in 1998 and 1997
reflects strong demand for our value-added products (foundry and
sheet ingot, billet and rod). Our available supply to meet
customer needs has increased because we no longer need to supply
downstream fabricating operations that have been sold. Our
available supply also increased because of restarting idled
capacity in 1998 (as discussed below).
In addition to reflecting the changes in shipping volume,
aluminum revenues were significantly affected by primary aluminum
prices. Average realized prices for customer shipments were:
Per Pound
1998 $.72
1997 .82
1996 .76
Alumina shipments were higher in both 1998 and 1997 because of
significant improvements in production efficiencies and capacity
utilization at our U.S. alumina plant. Nonaluminum revenues were
flat in 1998 as lower prices for alumina and carbon products
offset the effect of higher alumina shipments.
24
RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
Base Materials - continued
The most significant factor affecting operating profit in 1998
was lower prices for primary aluminum and alumina. Also
contributing to the decline were non-recurring restart costs at
our primary aluminum plants and lower technical services income.
We were able to offset most of the decline with improved capacity
utilization, significant cost reductions, lower costs for certain
raw materials and higher customer shipments of aluminum and
alumina.
In addition to higher prices, 1997 operating income improved due
to increased operating efficiencies and capacity utilization.
Somewhat offsetting these improvements were non-recurring
maintenance costs in our alumina operations and higher costs for
raw materials in carbon products operations.
Results in all three years were negatively impacted by
temporarily curtailed capacity at our U.S. primary aluminum
plants. During 1998, we restarted 162,000 metric tons of
previously idled capacity. We plan to monitor our internal needs
and market conditions before finalizing the schedule to restart
the remaining 47,000 metric tons at our Troutdale, Ore., plant.
In 1999, we expect to continue to benefit from performance
improvements. We also expect approximately 70% of our primary
aluminum shipments to be in the form of value-added products,
enabling us to earn a premium over primary aluminum market
prices.
Packaging and Consumer
1998 1997 1996
_____________________________
Customer aluminum shipments 141 142 136
Revenues:
Customer -- aluminum $ 787 $ 797 $ 768
-- nonaluminum 605 602 585
_____________________________
Total $1,392 $1,399 $1,353
=============================
Operating income $ 156 $ 141 $ 149
=============================
The Packaging and Consumer global business unit consists
principally of 17 packaging and consumer products plants in the
U.S., one each in Canada and Spain, and 21 graphics facilities
located in the U.S. and Canada that produce graphics, printing
cylinders and plates.
Shipments and revenues for packaging and consumer products were
essentially flat in 1998. Sales of consumer products increased
because of strong demand for Reynolds Wrap aluminum foil and the
introduction of new products. Sales of packaging products
decreased because of aluminum foil capacity constraints and the
elimination of certain low-margin products.
Operating income increased in 1998 due to higher sales of
consumer products, lower raw material costs and cost reduction
programs. Higher product development and marketing costs for new
consumer products introduced in 1998 partially offset these
benefits.
Shipments and revenues increased for most products in 1997.
Growth was particularly strong for tobacco, pharmaceutical and
lidstock packaging products, consumer foil products and plastic
wraps and bags.
25
RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
Packaging and Consumer - continued
Operating income declined in 1997 due to higher costs for
aluminum and other raw materials. These costs were mostly offset
by higher shipping volume, improved capacity utilization, lower
advertising costs, cost reduction programs and some price
increases.
Construction and Distribution
1998 1997 1996
_____________________________
Customer aluminum shipments 184 166 151
Revenues:
Customer -- aluminum $681 $614 $600
-- nonaluminum 314 328 332
______________________________
Total $995 $942 $932
==============================
Operating income $ 39 $ 41 $ 45
==============================
The Construction and Distribution global business unit consists
principally of 37 distribution centers in the U.S., Europe and
China and four manufacturing plants, two in the U.S. and two in
Europe.
The increase in aluminum shipments and revenues in 1998 and 1997
resulted from strong demand for most products. All of our major
distribution products (plate, sheet and extrusions) benefited
from market share growth in our major domestic markets.
Construction products benefited from our global expansion
efforts. Composite sheet shipments for architectural
applications were strong in several global markets. Average
realized prices were relatively flat in 1998 after being lower in
1997 due to product mix.
The decline in nonaluminum revenues in 1998 and 1997 resulted
from lower prices for stainless steel distribution products.
Prices for these products continue to be under pressure due to
increased imports and strong competition. Our shipments were up
approximately 8% in 1998 reflecting strong demand for all of our
products.
Operating income in 1998 and 1997 benefited from the higher
shipping volume. This was offset by higher marketing costs to
expand global sales of construction products and to improve
market penetration in existing markets. In addition, operating
income for 1998 decreased because of lower capacity utilization
in construction products plants and poor business conditions for
the construction industry in Asian markets. Operating income in
1997 was also adversely affected by higher aluminum raw material
costs.
Our outlook for 1999 is for growth in shipments in our highly
competitive global markets. The shipment growth is expected to
result from 1998 geographic expansion and product development
initiatives.
Transportation
1998 1997 1996
_____________________________
Customer aluminum shipments 63 66 58
Customer revenues $337 $353 $326
Operating income (loss) (19) 10 17
_____________________________
26
RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
Transportation - continued
The Transportation global business unit consists principally of
the following:
- - Aluminum wheels - Two plants in the U.S., one in Italy, and
partial interests in plants in Canada (75% owned) and Venezuela
(41% owned).
- - Automotive extrusions - Two plants in the U.S. and one each
in The Netherlands, Germany, Ireland and Venezuela.
Shipments and revenues in 1998 were negatively impacted by volume
declines in bumpers and cast aluminum wheels.
The decline in bumper shipments resulted from the completion of a
contract in 1997 at our Indiana automotive
structures plant. Cast aluminum wheel shipments were lower
because of decreased demand related to a substantial number of
mid-year wheel program conversions and a strike at a customer
earlier in the year. The lower shipments of cast aluminum wheels
were somewhat offset by higher shipments of forged aluminum
wheels from our Virginia plant.
Shipments of aluminum wheels were strong in 1997 as we were able
to increase market share with new business at cast wheel
facilities, and our new forged wheel plant in Virginia started
production. Shipments of automotive extrusions were also higher
due to growth in European business.
Revenues in 1998 and 1997 also declined due to lower prices for
wheels because of competition for new business.
The principal reasons for the declines in operating income in
1998 and 1997 were as follows:
1998
- - lower shipping volume and its adverse effect on capacity
utilization
- - lower average realized prices
- - operational difficulties at our Wisconsin cast aluminum
wheel plant
1997
- - lower average realized prices
- - higher metal costs
- - higher selling, general and administrative expenses because
of growth in operations
Both periods were also affected by non-recurring start-up costs
relating to the new Virginia forged aluminum wheel plant and an
engine cradle program at our Indiana automotive structures plant.
The wheel plant expansion was completed in February 1999. The
start-up phase of the engine cradle program should be completed in
mid-1999.
We have been working hard to address the issues affecting this
business. In cast aluminum wheels, facilities in Canada, Italy
and Venezuela are operating reasonably well. Our newer plant in
Wisconsin has experienced a variety of operational difficulties
since it began operation. In 1998, we substantially completed
pre-production certification programs for 16 new wheel models at
the plant - a major cost hurdle. This new production volume
should help the plant improve. During the second half of 1998,
the plant showed improvement.
Our automotive structures plant in Indiana has been operating
below capacity for the reasons previously discussed. We are
currently testing a new engine cradle program that should be in
production in mid-1999 and should help improve performance.
In addition, we have entered into a new bumper contract that
is scheduled to begin production in 1999.
Aside from plant-specific initiatives, we are also evaluating
options for our transportation business as a whole, including
strategic alliances.
27
RESULTS OF OPERATIONS - continued
- ---------------------
GLOBAL BUSINESS UNITS - continued
Restructuring
This category consists of those operations that are not part of
the Company's long-term business focus. In addition to the
Alabama can stock complex that we expect to finalize the sale of
in early 1999, the Restructuring category includes the following,
which have been sold:
- - U.S. recycling operations
- - aluminum extrusion facilities in Canada
- - European rolling mill operations
- - Illinois sheet and plate plant
- - North American aluminum beverage can operations
- - U.S. residential construction products business
- - aluminum reclamation plant in Virginia
- - aluminum extrusion plants in Virginia and Texas
- - coal properties in Kentucky
- - one-half of the Company's wholly owned interest in a rolling
mill and related assets in Canada
- - aluminum powder and paste plant in Kentucky
Financial information for 1998, 1997 and 1996 relating to
operations divested and the Alabama can stock complex is
reflected in the Restructuring category in Note 11. Customer
revenues generated by these entities were $1.4 billion in 1998,
$2.7 billion in 1997 and $3.1 billion in 1996. The decline in
shipments and net sales in 1998 and 1997 was due to the sale of
these operations. In 1998, the absence of operating income from
sold operations was offset by the effect ($65 million) of ceasing
depreciation on assets held for sale. Operating income in 1997
improved because of higher shipping volume and capacity
utilization in can operations.
After finalizing the sale of the Alabama can stock complex, the
Company's restructuring activities will be essentially complete.
As of the end of 1998, the only assets remaining in the
Restructuring category relate to the Company's Alabama can stock
complex. In accordance with the terms of the definitive
agreement to sell this complex, the Company is operating the
facility on behalf of the purchasers for a management fee until
the final closing. As a result, the Company expects no revenues
or operating results to be reflected in the Restructuring
category in 1999.
For additional information concerning the Company's restructuring
activities, see "Portfolio Review" on page 33 and Notes 2 and 11
to the consolidated financial statements.
GEOGRAPHIC AREA ANALYSIS
The Company has worldwide operations in the U.S., Canada and
other foreign areas including Europe and Australia. Certain of
these consist of equity interests in entities, the revenues of
which are not included in our consolidated revenues. In
Australia, we participate in an unincorporated joint venture that
mines bauxite and produces alumina.
Revenues were negatively impacted in all geographic areas as a
result of the Company's restructuring activities in 1998 and
1997. Despite the restructuring activities, revenues in Canada
improved in 1997 because of higher average realized primary
aluminum prices. Other foreign revenues also increased in 1997
due to strong demand for our construction and transportation
products.
INTEREST EXPENSE
Interest expense decreased in 1998 and 1997 because we reduced
the amount of debt outstanding.
28
RESULTS OF OPERATIONS - continued
TAXES ON INCOME
The Company pays U.S. federal, state and foreign taxes based on
the laws of the various jurisdictions in which it operates. The
effective tax rates (see reconciliation in Note 10 to the
consolidated financial statements) reflected in the income
statement differ from the U.S. federal statutory rate principally
because of the following:
- - foreign taxes at different rates
- - the effects of percentage depletion allowances
- - additionally in 1997, the adverse effect of permanent basis
differences on asset dispositions
- - additionally in 1998, credits and other tax benefits
We have worldwide operations in many tax jurisdictions that
generate deferred tax assets and/or liabilities. Deferred tax
assets and liabilities have been netted by jurisdiction. This
results in both a deferred tax asset and a deferred tax liability
on the balance sheet.
At December 31, 1998, we had $844 million of deferred tax assets
that relate primarily to U.S. tax positions. The most
significant portions of these assets relate to tax carryforward
benefits and accrued costs for employee health care,
environmental and restructuring costs. We expect to realize a
major portion of these assets in the future through the reversal
of temporary differences, principally depreciation. To the
extent that these assets are not covered by reversals of
depreciation, we expect the remainder to be realized through U.S.
income earned in future periods.
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 relating to U.S.
operations. In addition, the majority of our U.S. tax
carryforward benefits may be carried forward indefinitely.
Based on our evaluation of these matters, we expect to realize
these deferred tax assets. We are not aware of any events or
uncertainties that could significantly affect our conclusions
regarding realization. We reassess the realization of deferred
tax assets quarterly and, if necessary, adjust the valuation
allowance accordingly.
ENVIRONMENTAL
The Company is involved in remedial investigations and actions at
various locations, including Environmental Protection Agency-
designated Superfund sites where we and, in most cases, others
have been designated as potentially responsible parties (PRPs).
We accrue remediation costs when it becomes probable that such
efforts will be required and the costs can be reasonably
estimated. We evaluate the status of all significant existing or
potential environmental issues quarterly, develop or revise cost
estimates to satisfy known remediation requirements, and adjust
the accrual accordingly. At December 31, 1998, the accrual was
$172 million. The accrual reflects our best estimate of the
ultimate liability for known remediation costs.
In estimating anticipated costs, we consider the extent of our
involvement at each site, joint and several liability provisions
under applicable law, and the likelihood of obtaining
contributions from other PRPs. Potential insurance recoveries
are uncertain and therefore have not been considered. Based on
information currently available, we expect to make remediation
expenditures relating to costs currently accrued over the next 15
to 20 years with the majority spent by the year 2002. We expect
cash provided by operating activities to provide the funds for
environmental capital, operating and remediation expenditures.
Annual capital expenditures for equipment designed for
environmental control purposes averaged approximately $49 million
over the past three years. Ongoing environmental operating costs
for the same period averaged approximately $81 million per year.
The Company expects operating expenditures for 1999 through 2001
to be approximately $70 million per year. We estimate annual
capital expenditures for environmental control facilities will be
approximately $55 million in 1999, $17 million in 2000 and $40
million in 2001. The majority of these expenditures are for the
capital spending program referred to below at our primary
aluminum plant in New York.
29
RESULTS OF OPERATIONS - continued
- ---------------------
ENVIRONMENTAL - continued
Our 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. We are
spending an estimated $200 million at our primary aluminum plant
in New York for new air emissions controls and a phased
modernization of the plant's production lines. We expect to
complete this project in the year 2000. We are accelerating
certain expenditures believed necessary to achieve compliance
with the Clean Air Act's proposed Maximum Achievable Control
Technology standards. Based on current information, we estimate
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 previously discussed), principally at our U.S. primary
aluminum plants.
For additional information concerning environmental expenditures,
see Note 12 to the consolidated financial statements.
YEAR 2000 READINESS DISCLOSURE
Issue
The Year 2000 issue results from computer programs and systems
that rely on two digits rather than four to define the applicable
year. Such systems may recognize a date using "00" as the year
1900 rather than the year 2000. As a result, computer systems
could fail to operate or make miscalculations, causing
disruptions of business operations.
Left unrepaired, many of the Company's systems, including
information and computer systems and automated equipment, could
be affected by the Year 2000 issue. Failure to adequately
address the issue could result in, among other things, the
temporary inability to manufacture products, process
transactions, send invoices, and/or engage in normal business
activities. We do not believe the products we sell require
remediation to address the Year 2000 issue since they contain no
embedded micro-chips or similar electronic components that are
date-sensitive.
Goal
The Company has a formal program to address and resolve potential
exposure associated with information and non-information
technology systems arising from the Year 2000 issue. Our goal is
that none of the Company's critical business operations or
computer processes we share with our suppliers and customers will
be substantially impaired by the advent of the year 2000.
Year 2000 Remediation Project
We are preparing our critical, date-sensitive systems, processes
and interfacing software for the year 2000. Our remediation
project is focusing on the following three areas:
- - Information Systems - Computer hardware and software
systems, business application software, end-user computing and
communications infrastructure
- - Non-Information Systems - Manufacturing equipment and the
mechanical systems in our buildings (e.g., HVAC, security and
safety systems)
- - Third Parties - Suppliers and customers
In the first two areas, Information Systems and Non-Information
Systems, the project consists of the following five phases:
- - Inventory - identifying our critical, date-sensitive systems
that are not ready for the year 2000
- - Planning - deciding how to correct those systems
- - Conversion - repairing or replacing computer hardware and
software to make them ready for the year 2000
- - Pre-Installation Testing - testing those aspects of systems
that have been repaired or replaced to ensure that year
entries after 1999 are interpreted properly, date-based
calculations are computed correctly, and date-based control
systems function accurately
- - Installation - bringing corrected systems on-line
30
RESULTS OF OPERATIONS - continued
- ---------------------
YEAR 2000 READINESS DISCLOSURE - continued
Year 2000 Remediation Project - continued
We measure progress in each phase as a percentage of actual staff
hours expended to staff hours projected for completion of each
phase. Our progress will change as various aspects of the
project are completed and as new issues are encountered, either
as a result of discovering unanticipated problems in our existing
systems or new computer systems or equipment. We also are
monitoring our computer and software vendors' readiness
statements to assure that readiness changes in their products do
not negatively affect our systems.
As of January 31, 1999, our estimated progress with respect to
the five phases of our Year 2000 Remediation Project for
Information and Non-Information Systems was approximately as
follows:
Information Non-Information
Systems Systems
___________________________________
Inventory 100% 97%
Planning 99% 96%
Conversion 97% 91%
Pre-Installation Testing 90% 89%
Installation 91% 84%
Overall 98% 92%
With respect to Information Systems, the Company is substantially
complete, with a small amount of work remaining in the testing
and installation phases. This work is expected to be finished by
the end of the first quarter of 1999. For Non-Information
Systems, we expect to substantially complete each of the phases
by the end of the second quarter of 1999.
The third area of our remediation project, Third Parties, focuses
on assessment of the business impact on the Company resulting
from the possible failure of our suppliers to provide needed
products and services. We are assessing the Year 2000 readiness
of all our suppliers who are deemed to be critical to each of our
operating locations, even though the products or services they
provide may not be material to the Company's business as a whole.
We have surveyed over 2,000 suppliers and rated them low, medium
or high risk in their progress toward being ready for the year
2000. Critical suppliers rated as high risk are receiving our
immediate attention for contingency planning or other measures.
In addition, we are responding to customer inquiries regarding
our Year 2000 program and our progress in addressing the issue.
We expect to evaluate the Year 2000 readiness of certain of our
largest customers as part of our future contingency planning.
As of January 31, 1999, we were on schedule for the Third Party
portion of our remediation project, having completed
approximately 39% of the projected total effort that we currently
estimate will be needed. Early in the fourth quarter of 1999, we
plan to have either ranked our critical suppliers as low risk, or
to have identified additional sources of supply or to have
developed other contingency plans with respect to those critical
suppliers who are not ranked as low risk. We will continue
monitoring these suppliers into the year 2000.
The Company and certain of its customers and suppliers use
Electronic Data Interchange (EDI) to perform business
communications. The Company's EDI system software has been
upgraded to support transactions recorded using a four-digit
year. Migration of EDI transactions to the four-digit year
format will occur as existing EDI transaction formats are
modified by the Company and its trading partners on a case-by-
case basis. Some of the Company's customers have indicated they
will not modify EDI transaction sets but will rely on other
techniques such as date interpretation to achieve Year 2000
capability.
We are also addressing the Year 2000 readiness of our
unconsolidated affiliates.
As of January 31, 1999, we had completed approximately 95% of the
total effort that we currently estimate will be required for our
Year 2000 Remediation Project. This does not include the quality
assurance or contingency planning activities that we expect to
conduct in 1999 with respect to our Information and Non-
Information Systems.
31
RESULTS OF OPERATIONS - continued
- ---------------------
YEAR 2000 READINESS DISCLOSURE - continued
1999 Activities
Quality Assurance
- -----------------
In addition to completing the five phases of our Year 2000
Remediation Project described above, we expect to validate our
remediation efforts with additional post-installation testing of
certain critical computer systems. We also expect to respond to
and initiate requests to test with certain of our suppliers and
customers and some government agencies after they ready their
systems.
Contingency Planning
- --------------------
Currently, our contingency planning efforts are focused primarily
on working to identify additional sources of supply for critical
materials. We anticipate that 1999 will be a year of further
contingency planning and monitoring to determine realistic Year
2000 issues beyond those already addressed. While it is still
too early to identify a reasonably likely worst case scenario,
our operations, particularly in the Base Materials business,
require significant quantities of energy. Curtailments or
disruptions of energy supplies would result in full or partial
shutdowns of these operations until energy availability could be
restored. In addition, an unanticipated loss of energy supply
could result in damage to production equipment. During 1999, we
will be assessing these and other business disruption risks and
developing contingency plans to mitigate them. We have not
determined the potential costs of business disruptions from
supplier or customer non-performance.
Costs
The total cost of our Year 2000 Remediation Project is currently
expected to be approximately $22 million. As of January 31,
1999, we had incurred approximately $16 million, which includes
labor, equipment and license costs. Our cost projections include
approximate costs for post-installation testing and contingency
planning expected to occur in 1999.
EURO CONVERSION
On January 1, 1999, 11 of the 15 member countries of the European
Union established fixed conversion rates between their former
sovereign currencies and a common currency, the euro. The euro
trades on currency exchanges and is available for non-cash
transactions. Between January 1, 1999 and July 1, 2002, entities
in the participating countries must convert all of their
transactions denominated in the legacy currencies to the new euro
currency. We expect to have our systems ready in time to process
euro denominated transactions. We do not expect any material
adverse effects from the euro conversion on our competitive or
financial position or our ongoing results of operations.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
WORKING CAPITAL
December 31
_______________
1998 1997
_______________
Working capital $ 361 $ 711
Ratio of current assets to current liabilities 1.3/1 1.6/1
Working capital was lower in 1998 principally because of reduced
receivables and inventories resulting from dispositions of assets
as part of our restructuring activities.
OPERATING ACTIVITIES
1998 1997 1996
____________________
Net cash provided by operating activities $339 $363 $520
We used the net cash provided by operating activities for the
past three years primarily to fund capital investments. The
decline in net cash provided by operating activities in 1997
resulted principally from increases in receivables and
inventories of ongoing operations.
32
LIQUIDITY AND CAPITAL RESOURCES - continued
- -------------------------------
INVESTING ACTIVITIES
The following table shows capital expenditures in the following
categories: operational (replacement equipment, environmental
control projects, etc.) and strategic (performance improvement,
acquisitions and investments).
1998 1997 1996
__________________________
Operational $155 $152 $195
Strategic 186 120 237
__________________________
Total capital investments $341 $272 $432
==========================
Major strategic projects that have been completed or that are
under way include:
Base Materials
In 1997, we began the expansion of the joint-venture Worsley
Alumina Refinery in Australia in which we hold a 56% interest.
The expansion will increase the annual capacity of the facility
by 65% to 3.1 million metric tons. Completion is expected in the
year 2000.
Packaging and Consumer
- - the expansion of a U.S. plastic film plant (completed in
1997)
- - the modernization of U.S. foil plants (to be completed in
2000)
- - the acquisition in early 1999 of a producer of flexographic
separations and plates for the packaging industry in Canada
Construction and Distribution
- - the $25-million expansion of a plant in Europe that will
produce composite architectural products (to be completed in
1999)
- - the construction of a new, larger distribution center in
Seattle to replace the current leased facility (to be completed
in 1999)
Transportation
- - the modification and equipping of a purchased facility in
Wisconsin to produce aluminum wheels (completed in 1996)
- - the construction (completed in 1997) and expansion of a
forged wheel plant in Virginia (completed in early 1999)
- - the expansion and modification of a plant in Indiana that
produces bumpers, engine cradles and other automotive components
(to be completed in early to mid-1999)
Other Investing Activities
In addition to these major projects, capacity expansions,
equipment upgrades, improvement programs and other capital
expenditures have been completed or are currently under way at a
number of other facilities.
Projected 1999
Capital investments planned for 1999 (approximately $450 million)
are primarily for those strategic projects now under way and
continuing operating requirements. We expect to fund these
capital investments primarily with cash provided by operating
activities. While the projected 1999 capital investments do not
include amounts for acquisitions, we will evaluate opportunities
that arise.
33
LIQUIDITY AND CAPITAL RESOURCES - continued
- -------------------------------
FINANCING ACTIVITIES
We believe our available financial resources, together with
internally generated funds, are sufficient to meet our present
and future business needs. We continue to exceed the financial
ratio requirements contained in our financing arrangements and
expect to do so in the future. At December 31, 1998, $113
million of our $1.65-billion shelf registration remained
available for the issuance of debt securities. We also have
committed credit facilities of $650 million, of which $335
million was available at December 31, 1998. A summary of
significant financing activities over the past three years
follows:
1996
- - called for redemption all outstanding shares of PRIDESSM
(see Note 8 to the consolidated financial statements), which
reduced annual dividend requirements by approximately $24 million
- - substantially met our goal to fully fund our pension plans
- - amended our $500-million credit facility to extend the term
and lower the cost
1997
- - reduced debt by approximately $400 million with the proceeds
from sales of assets
1998
- - reduced debt by approximately $900 million with part of the
proceeds from sales of assets (including repayment of $100
million borrowed from credit facilities during 1998)
- - repurchased common stock with part of the proceeds from
sales of assets (see the Consolidated Statement of Changes in
Stockholders' Equity)
- - borrowed $415 million from credit facilities
- - terminated a $100-million interest rate swap agreement (see
Note 7 to the consolidated financial statements)
PORTFOLIO REVIEW
- ----------------
We have reviewed all of our operations with the goals of
improving focus and profitability, strengthening our financial
position, and thereby increasing shareholder value. We expect
the results of this review to improve earnings in the years ahead
during all parts of the business cycle.
Through December 31, 1998, proceeds from operations divested
totaled approximately $1.5 billion, which has been used primarily
to reduce debt and repurchase common stock. Our goal to complete
a debt reduction of $900 million from the balance at the end of
1996 was accomplished in the third quarter of 1998. Since then,
we made additional borrowings to manage current business
conditions. We also repurchased 9.6 million shares of stock in
1998.
We recognized operational restructuring charges of $144 million
in 1998 and $75 million in 1997 relating to divestitures and
related activities associated with our Portfolio Review (see Note
2 to the consolidated financial statements). Upon finalizing the
sale of the Alabama can stock complex, which is expected in early
1999, our restructuring activities will be essentially complete.
We had liabilities of $48 million at December 31, 1998 resulting
from our restructuring activities. We expect to satisfy these
liabilities in 1999 ($32 million) and 2000 ($16 million) with
cash provided by operating activities. Additional liabilities
for contractual postretirement obligations resulting from
restructuring activities will be satisfied over numerous future
years in conjunction with the Company's funding of its pension
and other postretirment benefit obligations.
We expect to maintain our interest in Latasa, a Latin American
aluminum beverage can manufacturer. Fundamentally, the business
is in good shape. However, we are cautious about the impact of
the current economic situation in Brazil (see "Outlook").
We are proceeding with key internal growth projects, such as the
Worsley alumina expansion, new consumer and packaging products,
geographic expansion of our construction products business in
Europe and Asia, and small acquisitions of packaging operations.
34
OUTLOOK
- -------
Assuming more favorable pricing for the balance of the year, our
outlook for the full year 1999 remains in the range of 1998
operating results. However, for the first quarter, which is
historically our weakest, extremely low primary aluminum prices
will adversely affect results. While we expect to offset part of
the effect of low prices with improved costs, lower interest
expense and higher value-added primary aluminum sales, operating
earnings for the first quarter of 1999 will be about breakeven.
In addition, our 35%-owned can manufacturing operations in Brazil
have been adversely affected by the devaluation of Brazil's
currency. While it is too early to forecast the final impact on
first-quarter operating results, we believe it could be about $10
million (after taxes).
RISK FACTORS
- ------------
This section should be read in conjunction with Items 1 and 3 of
this report and the preceding portions of this Item.
This report contains (and oral communications made by or on
behalf of the Company may contain) forecasts, projections,
estimates, statements of management's plans, objectives and
strategies for the Company and other forward-looking statements<F1>.
The Company's expectations for the future and related forward-
looking statements are based on a number of assumptions and
forecasts as to world economic growth and other economic
indicators (including rates of inflation, industrial production,
housing starts and light vehicle sales), trends in the Company's
key markets, global aluminum supply and demand conditions, and
aluminum ingot prices, among other items. By their nature,
forward-looking statements involve risk and uncertainty, and
various factors could cause the Company's actual results to
differ materially from those projected in a forward-looking
statement or affect the extent to which a particular projection
is realized.
The Company is cautious about the outlook for the aluminum
industry, at least through the first half of 1999. Demand for
primary aluminum products in Asia was 12% lower in 1998 than in
1997, due largely to the economic recession there. The Company
is forecasting an increase in global primary aluminum consumption
for 1999 of only 1% - 2%. This growth rate is approximately
equal to the expected growth rate for the global economy for
1999. If favorable economic conditions resume in Asia, Brazil
and other emerging markets, the Company's long-term outlook for
growth in aluminum consumption is 2.5% - 4% per year.
Economic and/or market conditions other than those forecasted by
the Company in the preceding paragraph could cause the Company's
actual results to differ materially from those projected in a
forward-looking statement or affect the extent to which a
particular projection is realized. The Company's outlook for
1999 and beyond could be jeopardized by a further delay of
economic recovery in Asia and Brazil, as well as in other
emerging markets.
The following factors also could affect the Company's results:
- - Primary aluminum is an internationally traded commodity.
The price of primary aluminum is subject to worldwide market
forces of supply and demand and other influences. Prices can be
volatile. Because a significant portion of the Company's
shipments are primary aluminum, changes in aluminum pricing have
a rapid effect on the Company's operating results. The Company's
use of contractual arrangements, including fixed-price sales
contracts, fixed-price supply contracts, and forward, futures and
option contracts, reduces its exposure to price volatility but
does not eliminate it.
- - The markets for most aluminum products are highly
competitive. Certain of the Company's competitors are larger
than the Company in terms of total assets and operations and have
greater financial resources. Certain foreign governments are
involved in the operation and/or ownership of certain competitors
and may be motivated by political as well as economic
considerations. In addition, aluminum competes with other
materials, such as steel, plastics and glass, among others,
for various applications in the Company's key markets. Plastic
products compete with products made of glass, aluminum, steel,
paper, wood and ceramics, among others. Unanticipated actions or
developments by or affecting the Company's competitors and/or
the willingness of customers to accept substitutions for the
products sold by the Company could affect results.
[FN]
_________________________
<F1> Forward-looking statements can be identified generally as those
containing words such as "should," "will," "will likely result,"
"hope," "forecast," "outlook," "project," "estimate," "expect,"
"anticipate," or "plan" and words of similar effect.
</FN>
35
RISK FACTORS - continued
- ------------
- - The Company spends substantial capital and operating amounts
relating to ongoing compliance with environmental laws. In
addition, the Company is involved in remedial investigations and
actions in connection with past disposal of wastes. Estimating
future environmental compliance and remediation costs is
imprecise due to the continuing evolution of environmental laws
and regulatory requirements and uncertainties about their
application to the Company's operations, the availability and
application of technology, the identification of currently
unknown remediation sites, and the allocation of costs among
potentially responsible parties.
- - Unanticipated material legal proceedings or investigations,
or the disposition of those currently pending against the Company
other than as anticipated by management and counsel, could affect
the Company's results.
- - Changes in the costs of power, resins, caustic soda, green
coke and other raw materials can affect results.
- - A number of the Company's operations are cyclical and can be
influenced by economic conditions.
- - A failure to complete the Company's major capital projects,
such as expansion of the Worsley Alumina Refinery, as scheduled
and within budget could affect the Company's results.
- - The Company's results may be adversely affected if it fails
to timely meet its Year 2000 readiness goals. The Company's
assessments of the effort required to meet its Year 2000
readiness goal and the total cost of its Year 2000 Remediation
Project are based on the Company's best estimates. These were
derived using numerous assumptions of future events, including
the continued availability of certain resources and other
factors. However, we cannot guarantee these estimates are
accurate and actual results could differ materially from those
anticipated. Specific factors that might cause such material
differences include, but are not limited to, the availability and
cost of personnel trained in this area, the ability to locate and
correct all relevant computer codes, and similar uncertainties.
Also, there can be no guarantee that other companies with which
the Company does business will be converted on a timely basis or
their failure to be Year 2000 compliant will not have an adverse
effect on the Company.
- - A strike at a customer facility or a significant downturn in
the business of a key customer supplied by the Company could
affect the Company's results.
- - Since late 1996, the Company has been conducting a Portfolio
Review of all its operations. The Company has signed a
definitive agreement for the sale of its can stock complex in
Alabama, which consists of a rolling mill, two reclamation plants
and a coil coating facility. Title to certain of the assets was
transferred to the buyer in December 1998. The final closing for
the remainder of the assets is scheduled to occur by the end of
the first quarter of 1999 and is subject to customary closing
conditions. The Company has also entered into a definitive
agreement for the sale of its aluminum extrusion operations in
Spain, as well as our distribution operations for architectural
systems located in Spain. This transaction is subject to
customary closing conditions and is expected to close by the
end of the first quarter of 1999.
In addition to the factors referred to above, 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 general,
the Company's expectations for the future are based on the
assumption that conditions relating to costs, currency values,
competition and the legal, regulatory, financial, political and
business environments in the worldwide economies and markets in
which the Company operates will not change significantly overall.
36
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Forward, futures, option and swap contracts are designated to
manage market risks resulting from fluctuations in the aluminum,
natural gas, foreign currency and debt markets. Contracts used
to manage risks in these markets are not material.
37
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENT OF INCOME
(millions, except per share amounts)
=======================================================================
_______________________________________________________________________
Years ended December 31 1998 1997 1996
_______________________________________________________________________
REVENUES $ 5,859 $ 6,900 $ 7,016
COSTS AND EXPENSES
Cost of products sold 4,774 5,658 5,856
Selling, general and
administrative expenses 378 406 445
Depreciation and amortization 252 368 365
Interest 114 153 160
Operational restructuring
effects - net 144 75 37
_______________________________________________________________________
5,662 6,660 6,863
_______________________________________________________________________
EARNINGS
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes 197 240 153
Taxes on income 45 104 49
_______________________________________________________________________
Income before extraordinary
loss and cumulative effects
of accounting changes 152 136 104
Extraordinary loss (63) -- --
Cumulative effects of
accounting changes (23) -- (15)
_______________________________________________________________________
NET INCOME 66 136 89
Preferred stock dividends -- -- 36
_______________________________________________________________________
NET INCOME AVAILABLE TO
COMMON STOCKHOLDERS $ 66 $ 136 $ 53
=======================================================================
EARNINGS PER SHARE
Basic:
Average shares outstanding 69,709,000 73,412,000 63,730,000
Income before extraordinary
loss and cumulative effects
of accounting changes $ 2.18 $ 1.86 $ 1.06
Extraordinary loss (0.91) -- --
Cumulative effects of
accounting changes (0.33) -- (0.24)
________________________________________________________________________
Net income $ 0.94 $ 1.86 $ 0.82
========================================================================
Diluted:
Average shares outstanding 69,937,000 74,004,000 63,947,000
Income before extraordinary
loss and cumulative effects
of accounting changes $ 2.18 $ 1.84 $ 1.06
Extraordinary loss (0.91) -- --
Cumulative effects of
accounting changes (0.33) -- (0.24)
________________________________________________________________________
Net income $ 0.94 $ 1.84 $ 0.82
========================================================================
CASH DIVIDENDS PER COMMON SHARE $ 1.40 $ 1.40 $ 1.40
========================================================================
The accompanying notes to consolidated financial statements are
an integral part of these statements.
38
CONSOLIDATED BALANCE SHEET
========================================================================
December 31 (millions) 1998 1997
________________________________________________________________________
ASSETS
Current assets:
Cash and cash equivalents $ 94 $ 70
Receivables:
Customers, less allowances
of $14 (1997 - $16) 710 841
Other 184 174
_______________________________________________________________________
Total receivables 894 1,015
Inventories 500 744
Prepaid expenses and other 114 165
_______________________________________________________________________
Total current assets 1,602 1,994
Unincorporated joint ventures and
associated companies 1,478 1,381
Property, plant and equipment - net 2,024 2,954
Deferred taxes 363 249
Other assets 667 648
______________________________________________________________________
Total assets $6,134 $7,226
======================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables $ 401 $ 512
Accrued compensation and
related amounts 183 202
Payables to unincorporated
joint ventures and
associated companies 75 81
Commercial paper 82 --
Notes payable to banks 34 67
Long-term debt 196 142
Other liabilities 270 279
_____________________________________________________________________
Total current liabilities 1,241 1,283
Long-term debt 1,035 1,501
Postretirement benefits 1,029 1,043
Environmental 161 158
Deferred taxes 272 269
Other liabilities 202 233
Stockholders' equity:
Common stock 1,533 1,521
Retained earnings 1,222 1,253
Treasury stock, at cost (526) --
Accumulated other
comprehensive income (35) (35)
_____________________________________________________________________
Total stockholders' equity 2,194 2,739
Contingent liabilities and
commitments (Note 12)
_____________________________________________________________________
Total liabilities and stockholders'
equity $6,134 $7,226
=====================================================================
The accompanying notes to consolidated financial statements are
an integral part of these statements.
39
CONSOLIDATED STATEMENT OF CASH FLOWS
=====================================================================
Years ended December 31 (millions) 1998 1997 1996
_____________________________________________________________________
OPERATING ACTIVITIES
Net income $ 66 $ 136 $ 89
Adjustments to reconcile to net
cash provided by operating
activities:
Depreciation and amortization 252 368 365
Operational restructuring effects 144 75 37
Extraordinary loss 63 -- --
Cumulative effects of accounting
changes 23 -- 15
Other (3) 28 26
Changes in operating assets and
liabilities net of effects from
acquisitions and dispositions:
Accounts payable, accrued and
other liabilities (106) 105 (64)
Receivables (53) (194) 67
Inventories 78 (108) 93
Environmental and restructuring
liabilities (52) (48) (46)
Other (73) 1 (62)
______________________________________________________________________
Net cash provided by operating activities 339 363 520
INVESTING ACTIVITIES
Capital investments:
Operational (155) (152) (195)
Strategic (186) (120) (237)
Sales of assets - operational
restructuring 1,147 367 --
Other (38) (3) (5)
______________________________________________________________________
Net cash provided by (used in)
investing activities 768 92 (437)
FINANCING ACTIVITIES
Proceeds from long-term debt 415 -- 40
Reduction of long-term debt and
other financing liabilities (929) (245) (105)
Increase (decrease) in short-term
borrowings 47 (138) 111
Cash dividends paid (100) (99) (135)
Repurchase of common stock (526) -- --
Stock options exercised 10 59 5
______________________________________________________________________
Net cash used in financing activities (1,083) (423) (84)
CASH AND CASH EQUIVALENTS
Net increase (decrease) 24 32 (1)
At beginning of year 70 38 39
______________________________________________________________________
At end of year $ 94 $ 70 $ 38
======================================================================
Supplemental disclosure of cash
flow information
Cash paid during the year for:
Interest $ 134 $ 164 $ 176
Income taxes 117 21 2
======================================================================
The accompanying notes to consolidated financial statements are
an integral part of these statements.
40
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
======================================================================
______________________________________________________________________
Years ended December 31 1998 1997 1996
______________________________________________________________________
SHARES (thousands)
Common stock
Balance at January 1 73,909 72,719 63,598
Shares issued under employee
benefit plans 196 1,190 101
Shares issued on conversion/
redemption of preferred stock -- -- 9,020
______________________________________________________________________
Balance at December 31 74,105 73,909 72,719
______________________________________________________________________
Treasury stock
Balance at January 1 -- -- --
Purchased and held as treasury
stock (9,648) -- --
______________________________________________________________________
Balance at December 31 (9,648) -- --
______________________________________________________________________
Net common shares outstanding 64,457 73,909 72,719
======================================================================
DOLLARS (millions)
Common stock
Balance at January 1 $1,521 $1,451 $ 941
Shares issued under employee
benefit plans 12 70 5
Shares issued on conversion/
redemption of preferred stock -- -- 505
______________________________________________________________________
Balance at December 31 $1,533 $1,521 $1,451
______________________________________________________________________
Retained earnings
Balance at January 1 $1,253 $1,220 $1,256
Net income 66 136 89
Cash dividends declared:
Preferred stock (PRIDES) -- -- (36)
Common stock (97) (103) (89)
______________________________________________________________________
Balance at December 31 $1,222 $1,253 $1,220
______________________________________________________________________
Treasury stock
Balance at January 1 $ -- $ -- $ --
Purchased and held as
treasury stock (526) -- --
______________________________________________________________________
Balance at December 31 $ (526) $ -- $ --
______________________________________________________________________
Accumulated other comprehensive
income (loss)
Balance at January 1 $ (35) $ (37) $ (85)
Foreign currency translation
adjustments 5 -- (16)
Income taxes (5) 2 1
Pension liability adjustment -- -- 97
Income taxes -- -- (34)
Other comprehensive income -- 2 48
______________________________________________________________________
Balance at December 31 $ (35) $ (35) $ (37)
______________________________________________________________________
Total stockholders' equity $2,194 $2,739 $2,634
======================================================================
COMPREHENSIVE INCOME (millions)
Net income $ 66 $ 136 $ 89
Other comprehensive income -- 2 48
______________________________________________________________________
Comprehensive income $ 66 $ 138 $ 137
======================================================================
The accompanying notes to consolidated financial statements are
an integral part of these statements.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In the tables, dollars are in millions, except per share
amounts. Certain amounts have been reclassified to conform to
the 1998 presentation.)
1. ACCOUNTING POLICIES
GENERAL
The consolidated financial statements are prepared in conformity
with generally accepted accounting principles. As a result,
management makes estimates and assumptions that affect the
following:
- - reported amounts of revenues and expenses during the
reporting period
- - reported amounts of assets and liabilities at the date of
the financial statements
- - disclosure of contingent liabilities at the date of the
financial statements
Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the
Company and its majority-owned subsidiaries after eliminating
inter-company transactions, profits and losses. The Company
accounts for investments in unincorporated joint ventures on an
investment cost basis adjusted for the Company's share of the non-
cash production charges of the operation. Unincorporated joint
ventures are production facilities without marketing or sales
activities. Investments in associated companies (20% -- 50% owned)
are carried at cost adjusted for the Company's equity in
undistributed net income.
REVENUE RECOGNITION
Revenues are recognized when products are shipped and ownership
risk and title pass to the customer.
INVENTORIES
Inventories are stated at the lower of cost or market. Inventory
costs were determined by the last-in, first-out (LIFO); first-in,
first-out (FIFO); and average-cost methods. LIFO method
inventories were $178 million at the end of 1998 (1997 -- $270
million). FIFO and average-cost method inventories were $322
million at the end of 1998 (1997 -- $474 million). Inventories
would increase by $221 million at the end of 1998 (1997 -- $425
million) if the FIFO method were applied to LIFO method
inventories.
The favorable impact of the liquidation of certain LIFO layers
that occurred as a result of the Company's divestitures ($184
million in 1998 and $58 million in 1997) is included in
"Operational restructuring effects -- net" in the Consolidated
Statement of Income. In 1996, the liquidation of certain LIFO
layers decreased cost of products sold by $30 million. The
inventories in these LIFO layers were acquired at lower costs in
prior years.
Since inventories are sold at various stages of processing, there
is no practical distinction between finished products, in-process
products and other materials. Inventories are therefore
presented as a single classification.
DEPRECIATION AND AMORTIZATION
The straight-line method is used to depreciate plant and
equipment over their estimated useful lives (buildings and
leasehold improvements -- 10 to 40 years, machinery and
equipment -- 5 to 20 years). Improvements to leased properties
are generally amortized over the shorter of the terms of the
respective leases or the estimated useful life of the
improvement.
ENVIRONMENTAL EXPENDITURES
Remediation costs are accrued 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.
42
1. ACCOUNTING POLICIES - continued
HEDGING
Forward, futures, option and swap contracts are designated to
manage market risks resulting from fluctuations in the aluminum,
natural gas, foreign currency and debt markets. These
instruments, which are not held for trading purposes, are
effective in minimizing such risks by creating equal and
offsetting exposures. Unrealized gains and losses are deferred
and recorded as a component of the underlying hedged transaction
when it occurs. Realized gains or losses from matured and
terminated hedge contracts are recorded in other assets or
liabilities until the underlying hedged transactions are
consummated. Realized and unrealized gains or losses on hedge
contracts relating to transactions that are subsequently not
expected to occur are recognized in results currently. None of
these instruments contains multiplier or leverage features.
There is exposure to credit risk if the other parties to these
instruments do not meet their obligations. Creditworthiness of
the other parties is closely monitored, and they are expected to
fulfill their obligations. Contracts used to manage risks in
these markets are not material.
CUMULATIVE EFFECTS OF ACCOUNTING CHANGES
In 1998, the Accounting Standards Executive Committee (AcSEC) of
the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 98-5, "Reporting on the Costs of
Start-Up Activities." The SOP requires costs of start-up
activities and organization costs to be expensed as incurred.
The Company adopted the SOP in 1998 and recognized a charge for
the cumulative effect of accounting change of $23 million.
In 1996, the Company adopted Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of." The
cumulative effect of adopting the standard was a loss of $15
million. The loss was for the impairment of certain real estate
held for sale at the beginning of 1996, principally undeveloped
land.
STATEMENT OF CASH FLOWS
In preparing the Consolidated 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.
COMPREHENSIVE INCOME
In 1998, the Company adopted the Financial Accounting Standards
Board's (FASB) Statement No. 130, "Reporting Comprehensive
Income." Statement No. 130 establishes new rules for the
reporting and display of comprehensive income and its components;
however, adopting the Statement had no impact on the Company's
net income or stockholders' equity. Statement No. 130 requires
the Company's foreign currency translation adjustments, which
prior to adoption were reported separately in stockholders'
equity, to be included in other comprehensive income. Prior-year
financial statements have been reclassified to conform to the
requirements of Statement No. 130. Comprehensive income is
presented in the Consolidated Statement of Changes in
Stockholders' Equity.
STOCK OPTIONS
Stock options are accounted for using the intrinsic value method.
Except as discussed below, compensation expense is not recognized
because the exercise price of the stock options equals the market
price of the underlying stock on the date of grant.
Compensation expense is recognized for performance-based stock
options if it becomes probable that the performance condition
will be satisfied. Compensation expense is the difference
between the market price of the common stock when the performance
condition is satisfied and the exercise price of the stock
options.
43
1. ACCOUNTING POLICIES - continued
ACCOUNTING FOR THE COSTS OF DEVELOPING OR OBTAINING INTERNAL-USE
SOFTWARE
In 1998, the AcSEC issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use." The
SOP requires qualifying computer software costs incurred in
connection with obtaining or developing software for internal use
to be capitalized. The Company currently capitalizes the costs
of purchased software and expenses the costs of internally
developed software. The Company plans to adopt the SOP in 1999
on a prospective basis when it becomes effective. The Company
has not yet determined the impact this statement will have on its
financial position or results of operations.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In 1998, the FASB issued Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement
establishes new accounting and reporting standards for derivative
instruments and hedging activities. The Company must adopt this
statement by January 1, 2000. The Company has not determined the
impact this statement will have on its financial position or
results of operations.
2. OPERATIONAL RESTRUCTURING
In 1998, the Company sold the following:
- - U.S. recycling operations
- - aluminum extrusion facilities in Canada
- - European rolling mill operations
- - Illinois sheet and plate plant
- - North American aluminum beverage can operations
In 1997, the Company sold the following:
- - U.S. residential construction products business
- - aluminum reclamation plant in Virginia
- - aluminum extrusion plants in Virginia and Texas
- - coal properties in Kentucky
- - one-half of its wholly owned interest in a rolling mill and
related assets in Canada
- - aluminum powder and paste plant in Kentucky
In 1996, operational restructuring costs resulted from the
closing of a can plant in Texas.
In early 1999, the Company expects to finalize the sale of its
Alabama can stock complex. The carrying amount of the related
net assets was $216 million at December 31, 1998.
Financial information for 1998, 1997 and 1996 relating to
operations divested and the Alabama can stock complex is
reflected in the Restructuring category in Note 11. Customer
revenues generated by these entities were $1.4 billion in 1998,
$2.7 billion in 1997 and $3.1 billion in 1996. Depreciation
expense in 1998 was reduced $65 million as a result of ceasing
depreciation on assets held for sale relating to the
divestitures.
After finalizing the sale of the Alabama can stock complex, the
Company's restructuring activities will be essentially complete.
As of the end of 1998, the only assets remaining in the
Restructuring category relate to the Alabama can stock complex.
In accordance with the terms of the definitive agreement to sell
this complex, the Company is operating the facility on behalf of
the purchasers for a management fee until the final closing. As
a result, the Company expects no revenues or operating results to
be reflected in the Restructuring category in 1999.
44
2. OPERATIONAL RESTRUCTURING - continued
The Company recognized the following operational restructuring
charges:
1998 1997 1996
_________________________
Employee terminations $ 39 $49 $12
Additional postretirement benefits 105 -- 19
(Gain) loss on asset dispositions (12) 21 5
Other 12 5 1
_________________________
$144 $75 $37
=========================
The charges for employee terminations recorded in 1998, 1997 and
1996 were principally for severance and related costs for
approximately 2,000 salaried and hourly employees. The employees
worked principally at domestic plants. Approximately 600
employees worked at corporate headquarters.
An analysis of the accrual for restructuring liabilities follows:
1998 1997 1996
____________________________
Balance at January 1 $ 44 $ 12 $ --
Accruals 44 54 13
Payments (40) (22) (1)
____________________________
Balance at December 31 $ 48 $ 44 $ 12
============================
Liabilities at December 31, 1998 relating to the Company's
restructuring activities are expected to be satisfied in 1999
($32 million) and 2000 ($16 million) with cash provided by
operating activities. Additional liabilities relating to
contractual postretirement obligations are reflected in
postretirement benefits on the balance sheet and will be settled
over numerous future years in conjunction with the Company's
funding of its pension and other postretirement benefit
obligations.
The Company used proceeds from completed divestitures for debt
repayments and repurchases of common stock (see Notes 3 and 8).
3. EXTRAORDINARY LOSSES
The Company had extraordinary losses from debt extinguishments in
1998 of $63 million (net of income tax benefit of $39 million).
The debt extinguished at a loss consisted of $500 million of
medium-term notes and $79 million of 9% debentures.
45
4. EARNINGS PER SHARE
The following reconciles income and average shares for the basic
and diluted earnings per share computations for "Income before
extraordinary loss and cumulative effects of accounting changes."
1998 1997 1996
___________________________________
Income (numerator):
Income before extraordinary
loss and cumulative effects
of accounting changes $ 152 $ 136 $ 104
Less convertible preferred stock
(PRIDES) dividend -- -- 36
___________________________________
Basic and diluted income $ 152 $ 136 $ 68
===================================
Average shares (denominator):
Basic 69,709,000 73,412,000 63,730,000
Effect of dilutive securities:
Stock options 228,000 592,000 217,000
___________________________________
Diluted 69,937,000 74,004,000 63,947,000
===================================
Per share amounts for income
before extraordinary loss and
cumulative effects of
accounting changes:
Basic earnings per share $ 2.18 $ 1.86 $ 1.06
Diluted earnings per share 2.18 1.84 1.06
Antidilutive securities excluded:
Convertible preferred
stock (PRIDES) -- -- 8,950,000
Stock options 2,452,000 505,000 2,665,000
5. UNINCORPORATED JOINT VENTURES AND ASSOCIATED COMPANIES
Investments in unincorporated joint ventures that produce alumina
and primary aluminum consist of the following:
December 31
____________________
1998 1997
____________________
Current assets $ 52 42
Current liabilities (89) (66)
Property, plant and equipment
and other assets 1,203 1,078
____________________
Net investment $1,166 $1,054
====================
Property, plant and equipment and other assets in 1998 includes
$150 million of construction in progress for the expansion of the
joint-venture Worsley Alumina Refinery.
46
5. UNINCORPORATED JOINT VENTURES AND ASSOCIATED COMPANIES -
continued
Foreign-based associated companies produce bauxite, alumina,
primary aluminum, hydroelectric power and fabricated aluminum
products. Investments in these companies were $312 million at
the end of 1998 (1997 -- $327 million), including advances of $59
million (1997 -- $50 million). Summarized financial information
related to these entities follows:
Years ended December 31
__________________________
1998 1997 1996
__________________________
Net sales $1,195 $ 999 $950
Cost of products sold 1,115 910 814
Net income (loss) (27) (14) 31
December 31
______________________
1998 1997
______________________
Current assets $810 $ 891
Noncurrent assets 977 1,015
Current liabilities 690 733
Noncurrent liabilities 456 470
Stockholders' equity 641 703
6. PROPERTY, PLANT AND EQUIPMENT (At Cost)
December 31
____________________
1998 1997
____________________
Land, land improvements and
mineral properties $ 244 $ 289
Buildings and leasehold
improvements 781 1,045
Machinery and equipment 3,087 5,044
Construction in progress 170 155
____________________
4,282 6,533
Less allowances for
depreciation and
amortization 2,258 3,579
____________________
Net property, plant and
equipment $2,024 $2,954
====================
47
7. FINANCING ARRANGEMENTS
December 31
_________________________
1998 1997
_________________________
Public debt securities:
Medium-term notes $ 329 $ 902
9-3/8% debentures due 1999 100 100
9% debentures due 2003 21 100
6-5/8% amortizing notes 228 285
Industrial and environmental
control revenue bonds 227 237
Other arrangements:
Credit facilities 315 --
Mortgages and other notes payable 11 19
_________________________
1,231 1,643
Amounts due within one year 196 142
_________________________
Long-term debt $1,035 $1,501
=========================
Long-term debt at December 31, 1998 matures as follows:
1999 $196
2000 153
2001 484
2002 70
2003 58
2004 - 2025 270
The medium-term notes, 9% debentures and 9-3/8% debentures were
issued under a $1.65-billion shelf registration. The medium-term
notes bear interest at an average fixed rate of 9% and have
maturities ranging from 1999 to 2013. At December 31, 1998, $113
million of debt securities remained unissued under the shelf
registration. A portion of this fixed-rate debt has been
effectively converted to a variable rate through the use of a
$100-million interest rate swap that matures in 2001. Under the
swap, payments are received based on a fixed rate (6%) and made
based on a variable rate (5.7% at December 31, 1998). The
variable rate is based on the London Interbank Offer Rate. The
differential to be paid or received as interest rates change is
accrued and recognized as an adjustment of interest expense. The
fair value of this agreement and its effect on interest expense
was not material. The Company terminated a $100-million interest
rate swap in 1998. The small gain realized will be recognized
over the remainder of the designated hedge period ending 2001.
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 between 1999 and 2002.
Industrial and environmental control revenue bonds consist of
variable-rate debt with interest rates averaging 4.2% at December
31, 1998. These bonds require principal repayments in lump sums
periodically between 1999 and 2025. Letters of credit issued by
banks support these bonds.
The credit facilities have variable interest rates (6.7% at
December 31, 1998) and mature in 2001. The Company can borrow up
to $650 million under these facilities and pays an annual
commitment fee of .1% on the unused portion.
48
7. FINANCING ARRANGEMENTS - continued
Mortgages and other notes payable consist of fixed-rate debt with
an average interest rate of 5%. They require principal repayment
between 1999 and 2008.
Certain 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, 1998, the Company exceeded all
such requirements.
The fair value of long-term debt was approximately $1.2 billion
at the end of 1998 (1997 -- $1.8 billion). This value was
determined by using discounted cash flow analysis.
Interest capitalized was $12 million during 1998 (1997 -- $8
million, 1996 -- $13 million).
The weighted-average interest rate on short-term borrowings was:
December 31
____________________
1998 1997
____________________
Notes payable to banks 4.2% 4.5%
Commercial paper 5.9 --
8. STOCKHOLDERS' EQUITY
PREFERRED STOCK
The Company has 21,000,000 shares of preferred stock authorized.
Two million shares have been designated Series A Junior
Participating Preferred.
On December 31, 1996, the Company called for redemption all its
outstanding PRIDES. As a result of the call, the Company issued
a total of 9,019,990 shares of common stock upon the redemption
or conversion of all of the PRIDES. A total of 4,673,800 shares
of common stock were issued in redemption of 5,699,756 shares of
PRIDES. The redemption rate of .82 of a share of common stock
for each share of PRIDES was based on a call price of $48.077 per
share and a common stock market price of $58.79 per share
(determined as provided in the PRIDES governing documents). In
lieu of redemption, holders of 5,300,244 shares of PRIDES elected
to convert their shares of PRIDES (on or before the redemption
date) into 4,346,190 shares of common stock (at a conversion rate
of .82 of a share of common stock for each share of PRIDES).
Dividends declared on each share of PRIDES were $3.31 in 1996.
COMMON STOCK
The Company has 200,000,000 shares of common stock (without par
value) authorized.
The Company has authorization to repurchase up to 18 million
shares of common stock of which approximately 9.6 million shares
have been repurchased through December 31, 1998. (See the
Consolidated Statement of Changes in Stockholders' Equity for
additional share repurchase information.)
49
8. STOCKHOLDERS' EQUITY - continued
STOCK OPTIONS
The Company has a non-qualified stock option plan under which key
employees may be granted stock options at a price equal to the
fair market value at the date of grant. Other than the
performance-based options discussed below, the stock options
outstanding at December 31, 1998 vest in one year and are
exercisable between one year and ten years from the date of
grant. The range of exercise prices for the stock options
outstanding at December 31, 1998 was $45 to $64 and their
weighted-average remaining contractual life was 6 years. A
summary of stock option activity and related information follows
(options are in thousands):
1998 1997 1996
________________________________
Outstanding at January 1 4,828 5,318 4,680
Granted 633 711 750
Exercised (192) (1,190) (103)
Canceled (15) (11) (9)
________________________________
Outstanding at December 315,254 4,828 5,318
Exercisable at December 314,621 4,121 4,569
Available for grant 304 923 1,630
Weighted-average prices:
Outstanding at January 1 $ 55 $ 52 $ 52
Granted 62 64 55
Exercised 47 50 39
Canceled 62 56 52
Outstanding at December 31 56 55 52
Exercisable at December 31 55 53 52
In 1996, the Company also granted 150,000 performance-based stock
options at an exercise price of $53.50 per share. The stock
options will not be exercisable unless, on or before September
30, 1999, the closing price of the common stock equals or exceeds
$80.25 per share for 30 consecutive days. If this condition is
satisfied, the options may be exercised any time before March 31,
2000.
Pro forma net income and earnings per share have been prepared
based on expensing (after tax) the estimated fair value of stock
options granted during 1998, 1997 and 1996. The estimated fair
value of the stock options was determined by using a Black-
Scholes option-pricing model. The estimated fair values and the
weighted-average assumptions used to estimate those values
follow:
Performance-
Based
Stock Options Options
___________________________ _________
1998 1997 1996 1996
___________________________ _________
Risk-free interest rate 5.5% 6.4% 6.9% 6.5%
Dividend yield 2.2% 2.2% 2.6% 2.1%
Volatility factor of the expected
market price of the Company's
common stock .256 .265 .278 .262
Expected life of the option 6 years 6 years 6 years 3 years
Estimated fair value of each
stock option granted $17.53 $19.53 $16.97 $11.73
50
8. STOCKHOLDERS' EQUITY - continued
STOCK OPTIONS - continued
The Black-Scholes option-pricing model was not developed for use
in valuing employee stock options. This model was developed for
use in estimating the fair value of traded options that have no
vesting restrictions and are fully transferable. In addition, it
requires the input of highly subjective assumptions including
expectations of future dividends and stock price volatility. The
assumptions are only used for making the required fair value
estimate and should not be considered as indicators of future
dividend policy or stock price appreciation. Because changes in
the subjective input assumptions can materially affect the fair
value estimate and because the employee stock options have
characteristics significantly different from those of traded
options, the use of the Black-Scholes option-pricing model may
not provide a reliable single measure of the employee stock
options.
The pro forma information follows:
1998 1997 1996
________________________
Pro forma net income $ 59 $ 127 $ 79
Pro forma earnings per share: Basic 0.84 1.73 0.67
Diluted 0.84 1.72 0.67
SHAREHOLDER RIGHTS PLAN
In 1997, the Company adopted a new shareholder rights plan that
replaced an existing, similar plan that was adopted in 1987 and
expired in 1997, in accordance with its terms. Under the new
plan, as subsequently amended, each share of common stock has one
right attached and the rights trade with the common stock. The
rights are exercisable only if a person or group buys 15% or more
of the Company's common stock, or announces a tender offer for
15% or more of the outstanding common stock. Each right will
entitle a holder to buy one-hundredth of a share of the Company's
Series A Junior Participating Preferred Stock at an exercise
price of $300.
If a person or group acquires 15% or more of the common stock of
the Company, each right would permit its holder to buy common
stock of the Company having a market value equal to two times the
exercise price of the right.
In addition, if at any time after the rights become exercisable,
the Company is acquired in a merger, or if there is a sale or
transfer of 50% or more of its assets or earning power, each
right would permit its holder to buy common stock of the
acquiring company having a market value equal to two times the
exercise price of the right.
The rights, which do not have voting privileges, expire in 2007.
The Board of Directors may redeem the rights before expiration,
under certain circumstances, for $0.01 per right. Until the
rights become exercisable, they have no effect on earnings per
share.
These rights should not interfere with a business combination
approved by the Board of Directors. However, 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.
51
9. PENSIONS AND OTHER POSTRETIREMENT BENEFITS
The following information is disclosed in accordance with the
requirements of Statement of Financial Accounting Standards No.
132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits," which the Company adopted in 1998.
Pension Benefits Other Benefits
__________________ ___________________
1998 1997 1998 1997
__________________ ___________________
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at
beginning of year $2,081 $1,916 $ 899 $ 852
Service cost 36 37 7 7
Interest cost 151 147 62 64
Amendments 9 (5) -- 1
Actuarial losses 166 148 60 41
Restructuring 39 (43) 5 (5)
Benefits paid (133) (119) (69) (61)
___________________ ___________________
Benefit obligation at
end of year $2,349 $2,081 $ 964 $ 899
___________________ ___________________
CHANGE IN PLAN ASSETS
Fair value of plan
assets at beginning
of year $2,099 $1,876 $ -- $ --
Actual return on
plan assets 295 315 -- --
Company contributions 43 80 69 61
Restructuring (27) (53) -- --
Benefits paid (133) (119) (69) (61)
____________________ ___________________
Fair value of plan
assets at end of year $2,277 $2,099 $ -- $ --
____________________ ___________________
Funded status of the plans $ (72) $ 18 $ (964) $ (899)
Unrecognized net
actuarial loss (gain) 101 76 27 (31)
Unrecognized prior
service cost 66 117 (67) (109)
____________________ ___________________
Prepaid (accrued) benefit
cost $ 95 $ 211 $(1,004) $(1,039)
==================== ===================
AMOUNTS RECOGNIZED IN THE
CONSOLIDATED BALANCE SHEET
Prepaid benefit cost $ 111 $ 217 $ -- $ --
Accrued benefit liability (68) (12) (1,004) (1,039)
Intangible asset 52 6 -- --
____________________ ___________________
Net amount recognized $ 95 $ 211 $(1,004) $(1,039)
==================== ===================
WEIGHTED-AVERAGE ASSUMPTIONS
AS OF DECEMBER 31
Discount rate 6.75% 7.25% 6.75% 7.25%
Expected return on
plan assets 9.25 9.25 -- --
Rate of compensation
increase 4.50 4.50 -- --
For measurement purposes, a 5.75% annual rate of increase in the
per capita cost of covered health care benefits was assumed for
1999. The rate was assumed to decrease gradually to 5% in 2002
and remain at that level thereafter.
52
9. PENSIONS AND OTHER POSTRETIREMENT BENEFITS - continued
Pension Benefits Other Benefits
____________________ ____________________
1998 1997 1996 1998 1997 1996
____________________ ____________________
COMPONENTS OF NET PERIODIC
BENEFIT COST
Service cost $ 36 $ 37 $ 38 $ 7 $ 7 $ 8
Interest cost 151 147 138 62 64 62
Expected return on plan
assets (175) (158) (151) -- -- --
Amortization of prior
service cost 14 19 17 (13) (17) (19)
Recognized net actuarial
loss (gain) 13 11 16 -- (1) --
____________________ ____________________
Benefit cost $ 39 $ 56 $ 58 $ 56 $ 53 $ 51
==================== ====================
The assumed health care cost trend rate has a significant effect
on the amounts reported. A one-percentage-point change in the
assumed health care cost trend rate would have the following
effects:
1% 1%
Increase Decrease
________ ________
Effect on total of service and
interest cost components in 1998 $ 4 $ (3)
Effect on postretirement benefit
obligation as of December 31, 1998 $51 $(46)
10. TAXES ON INCOME
The significant components of the provision for income taxes
were:
1998 1997 1996
_______________________
Current:
Federal $ 6 $ 13 $ 3
Foreign 57 71 3
State 1 1 1
_______________________
Total current 64 85 7
_______________________
Deferred:
Federal (31) (7) 2
Foreign 23 21 28
State (12) (2) (2)
_______________________
Total deferred (20) 12 28
_______________________
Equity income 1 7 14
_______________________
Total $ 45 $104 $49
=======================
The deferred tax provision includes domestic carryforward
benefits of $8 million (1997 - $2 million, 1996 - $28 million).
53
10. TAXES ON INCOME - continued
The effective income tax rate varied from the U.S. statutory rate
as follows:
1998 1997 1996
---------------------
U.S. rate 35% 35% 35%
Income taxed at other than the U.S. rate (4) 9 2
Percentage depletion (3) (2) (3)
Credits and other tax benefits (6) -- --
State income taxes and other 1 1 (2)
Effective rate 23% 43% 32%
=====================
Income taxed at other than the U.S. rate includes a 10% adverse
effect in 1997 from basis differences on asset dispositions.
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, 1998, the Company had
$844 million (1997 -- $897 million) of deferred tax assets and
$694 million (1997 -- $827 million) of deferred tax liabilities
that have been netted with respect to tax jurisdictions for
presentation purposes. The significant components of these
amounts were:
1998 1997
--------------------------------------
Asset Liability Asset Liability
--------------------------------------
Retiree health benefits $ 381 $ -- $ 392 $ --
Tax carryforward benefits 141 -- 170 --
Environmental and restructuring
costs 116 (2) 109 (2)
Other 39 78 63 70
Tax over book depreciation (235) 196 (376) 201
Valuation reserve relating to
tax carryforward benefits (20) -- (19) --
--------------------------------------
Total deferred tax assets and
liabilities 422 272 339 269
Amount included as current in
balance sheet 59 -- 90 --
--------------------------------------
Noncurrent deferred tax assets
and liabilities $ 363 $272 $ 249 $269
======================================
The tax carryforward benefits can be carried forward indefinitely
except for $67 million that will expire primarily between 2003
and 2013. A valuation reserve of $20 million relating to certain
of these benefits has been recorded. Alternatives continue to be
evaluated that may result in the ultimate realization of a
portion of these reserved assets.
Income taxes have not been provided on the undistributed earnings
($973 million) of foreign subsidiaries. The Company uses these
earnings to finance foreign expansion, reduce foreign debt or
support foreign operating requirements.
The geographic components of income (loss) before income taxes,
extraordinary loss and the cumulative effects of accounting
changes were as follows:
1998 1997 1996
______________________
Domestic $(86) $ 21 $ 4
Foreign 283 219 149
______________________
$197 $240 $153
======================
54
11. COMPANY OPERATIONS
The Company is organized into four market-based, global business
units. The global business units and their principal products
are:
- - Base Materials - alumina, carbon products, primary aluminum
ingot and billet, and electrical rod
- - Packaging and Consumer - aluminum and plastic packaging and
consumer products; printing products
- - Construction and Distribution - architectural construction
products and the distribution of a wide variety of aluminum and
stainless steel products
- - Transportation - aluminum wheels, heat exchangers and
automotive structures
The Restructuring category includes operations sold and the
Company's Alabama can stock complex that we expect to finalize
the sale of in early 1999. (See Note 2 for a discussion of the
Company's restructuring activities.)
The Other category consists principally of the corporate
headquarters (and related selling, general and administrative
expenses), operations in emerging markets, European extrusion
operations and investments in Canada, Latin America and Saudi
Arabia.
The comparative periods of 1997 and 1996 have been restated for
the following changes:
- - the Alabama can stock operation was reclassified from the
Other category to the Restructuring category as we expect to
finalize the sale in early 1999
- - the investment in Latin American can operations was
reclassified from the Restructuring category to the Other
category as the Company expects to maintain its interest in these
operations
ACCOUNTING POLICIES
Operating income for each global business unit is calculated as
revenues plus equity income less cost of products sold,
depreciation and the unit's selling, general and administrative
expenses. The sales between units are made at market-related
prices. Cost of products sold reflects current costs.
Assets for each global business unit include:
- - receivables (including internal receivables from other
units)
- - inventories (based on the FIFO method)
- - property, plant and equipment (excluding construction in
progress)
- - investments in unincorporated joint ventures and associated
companies
- - other assets directly associated with the unit's operations
Current liabilities for each global business unit include:
- - trade payables
- - accrued compensation and related amounts
- - other current liabilities
- - internal liabilities from other units
For the geographic presentation, revenues are attributed to
specific countries based on the location of the operation
generating the revenue. Long-lived assets consist of all
noncurrent assets such as property, plant and equipment and
investments in joint ventures and associated companies.
55
11. COMPANY OPERATIONS - continued
Packaging Construction
Base and and
1998 Materials Consumer Distribution
__________________________________________________________________
Customer aluminum shipments 668 141 184
Customer revenues:
Aluminum $1,058 $ 787 $681
Nonaluminum 402 605 314
Intersegment revenues -
aluminum 572 -- --
__________________________________________________________________
Total revenues $2,032 $1,392 $995
==================================================================
Operating income (loss) $ 290 $ 156 $ 39
Interest expense
__________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes
==================================================================
Equity income (loss) $ -- $ -- $ --
Depreciation and amortization 138 44 7
Assets $3,000 $ 625 $375
Current liabilities
(excluding debt) 305 110 86
__________________________________________________________________
Net operating investment $2,695 $ 515 $289
==================================================================
Unincorporated joint
ventures and associated
companies $1,299 $ -- $ --
Capital expenditures 228 38 10
==================================================================
1997
__________________________________________________________________
Customer aluminum shipments 513 142 166
Customer revenues:
Aluminum $ 923 $ 797 $614
Nonaluminum 405 602 328
Intersegment revenues -
aluminum 1,187 -- --
__________________________________________________________________
Total revenues $2,515 $1,399 $942
==================================================================
Operating income (loss) $ 312 $ 141 $ 41
Interest expense
__________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes
==================================================================
Equity income (loss) $ (2) $ -- $ --
Depreciation and amortization 135 47 5
Assets $3,154 $ 663 $381
Current liabilities
(excluding debt) 289 114 102
__________________________________________________________________
Net operating investment $2,865 $ 549 $279
==================================================================
Unincorporated joint ventures
and associated companies $1,177 $ -- $ --
Capital expenditures 105 41 9
==================================================================
56
1998 Transportation Restructuring Other
_____________________________________________________________________
Customer aluminum shipments 63 391 37
Customer revenues:
Aluminum $337 $1,434 $ 127
Nonaluminum -- 12 102
Intersegment revenues -
aluminum -- 12 --
_____________________________________________________________________
Total revenues $337 $1,458 $ 229
=====================================================================
Operating income (loss) $(19) $ 124 $ (140)
Interest expense
_____________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes
=====================================================================
Equity income (loss) $ -- $ -- $ (14)
Depreciation and amortization 25 26 12
Assets $352 $ 282 $1,523
Current liabilities
(excluding debt) 53 66 321
_____________________________________________________________________
Net operating investment $299 $ 216 $1,202
=====================================================================
Unincorporated joint ventures
and associated companies $ 7 $ -- $ 172
Capital expenditures 50 -- 15
=====================================================================
1997
_____________________________________________________________________
Customer aluminum shipments 66 737 39
Customer revenues:
Aluminum $353 $2,610 $ 129
Nonaluminum -- 79 60
Intersegment revenues -
aluminum -- 33 --
_____________________________________________________________________
Total revenues $353 $2,722 $ 189
=====================================================================
Operating income (loss) $ 10 $ 102 $ (126)
Interest expense
_____________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes
=====================================================================
Equity income (loss) $ 1 $ -- $ (4)
Depreciation and amortization 26 143 12
Assets $331 $1,921 $1,359
Current liabilities
(excluding debt) 46 212 415
_____________________________________________________________________
Net operating investment $285 $1,709 $ 944
=====================================================================
Unincorporated joint ventures
and associated companies $ 8 $ 172 $ 24
Capital expenditures 40 33 44
=====================================================================
Reconciling
1998 Items Consolidated
_____________________________________________________________________
Customer aluminum shipments -- 1,484
Customer revenues:
Aluminum $ -- $4,424
Nonaluminum -- 1,435
Intersegment revenues - aluminum (584) --
_____________________________________________________________________
Total revenues $ (584) $5,859
=====================================================================
Operating income (loss) $ (139) $ 311
Interest expense 114
_____________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes $ 197
=====================================================================
Equity income (loss) $ -- $ (14)
Depreciation and amortization -- 252
Assets $ (23) $6,134
Current liabilities (excluding debt) (12) 929
_____________________________________________________________________
Net operating investment $ (11) $5,205
=====================================================================
Unincorporated joint ventures and
associated companies $ -- $1,478
Capital expenditures -- 341
=====================================================================
1997
_____________________________________________________________________
Customer aluminum shipments -- 1,663
Customer revenues:
Aluminum $ -- $5,426
Nonaluminum -- 1,474
Intersegment revenues - aluminum (1,220) --
_____________________________________________________________________
Total revenues $(1,220) $6,900
=====================================================================
Operating income (loss) $ (87) $ 393
Interest expense 153
_____________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes $ 240
=====================================================================
Equity income (loss) $ -- $ (5)
Depreciation and amortization -- 368
Assets $ (583) $7,226
Current liabilities (excluding debt) (104) 1,074
_____________________________________________________________________
Net operating investment $ (479) $6,152
=====================================================================
Unincorporated joint ventures and
associated companies $ -- $1,381
Capital expenditures -- 272
=====================================================================
57
11. COMPANY OPERATIONS - continued
Packaging Construction
Base and and
1996 Materials Consumer Distribution
_____________________________________________________________________
Customer aluminum shipments 458 136 151
Customer revenues:
Aluminum $ 763 $ 768 $600
Nonaluminum 373 585 332
Intersegment revenues -
aluminum 944 -- --
_____________________________________________________________________
Total revenues $2,080 $1,353 $932
=====================================================================
Operating income (loss) $ 242 $ 149 $ 45
Interest expense
_____________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes
=====================================================================
Equity income (loss) $ -- $ -- $ --
Depreciation and amortization 131 46 5
Assets $3,207 $ 635 $365
Current liabilities
(excluding debt) 283 124 84
_____________________________________________________________________
Net operating investment $2,924 $ 511 $281
=====================================================================
Unincorporated joint ventures
and associated companies $1,187 $ -- $ --
Capital expenditures 93 59 6
=====================================================================
58
1996 Transportation Restructuring Other
_____________________________________________________________________
Customer aluminum shipments 58 813 37
Customer revenues:
Aluminum $326 $2,802 $ 132
Nonaluminum -- 264 71
Intersegment revenues - aluminum -- 39 --
_____________________________________________________________________
Total revenues $326 $3,105 $ 203
=====================================================================
Operating income (loss) $ 17 $ (38) $ (128)
Interest expense
_____________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes
=====================================================================
Equity income (loss) $ 3 $ -- $ 18
Depreciation and amortization 23 143 17
Assets $304 $2,149 $1,394
Current liabilities
(excluding debt) 38 256 320
_____________________________________________________________________
Net operating investment $266 $1,893 $1,074
=====================================================================
Unincorporated joint ventures
and associated companies $ 8 $ 107 $ 35
Capital expenditures 47 167 60
=====================================================================
Reconciling
1996 Items Consolidated
_____________________________________________________________________
Customer aluminum shipments -- 1,653
Customer revenues:
Aluminum $ -- $5,391
Nonaluminum -- 1,625
Intersegment revenues - aluminum (983) --
_____________________________________________________________________
Total revenues $(983) $7,016
=====================================================================
Operating income (loss) $ 26 $ 313
Interest expense 160
_____________________________________________________________________
Income before income taxes,
extraordinary loss and
cumulative effects of
accounting changes $ 153
=====================================================================
Equity income (loss) $ -- $ 21
Depreciation and amortization -- 365
Assets $(538) $7,516
Current liabilities
(excluding debt) (85) 1,020
_____________________________________________________________________
Net operating investment $(453) $6,496
=====================================================================
Unincorporated joint ventures and
associated companies $ -- $1,337
Capital expenditures -- 432
=====================================================================
59
11. COMPANY OPERATIONS - continued
RECONCILING ITEMS
Reconciling items consist of the following:
1998 1997 1996
______________________________
Operating income (loss):
Inventory accounting adjustments $ 5 $ (12) $ 63
Operational restructuring effects (144) (75) (37)
______________________________
$(139) $ (87) $ 26
==============================
Assets:
Inventory accounting adjustments $(248) $(547) $(530)
Construction in progress 320 155 207
Internal receivables included in
the assets of the global
business units (95) (191) (215)
______________________________
$ (23) $(583) $(538)
==============================
Current liabilities:
Internal liabilities included in
the current liabilities of
the global business units $ (87) $(185) $(182)
Payables to unincorporated
joint ventures and associated
companies 75 81 97
______________________________
$ (12) $(104) $ (85)
==============================
Inventory accounting adjustments include elimination of
unrealized profits on sales between global business units and
LIFO inventory adjustments, including a LIFO inventory
liquidation of $30 million in 1996. Construction in progress in
1998 includes $150 million related to the expansion of the joint-
venture Worsley Alumina Refinery in Australia.
Research and development expenditures were $31 million in 1998
(1997 -- $41 million, 1996 -- $49 million).
Geographic
Domestic Canada Other Foreign Consolidated
=====================================================================
1998
Revenues $4,653 $ 452 $ 754 $5,859
Long-lived assets 1,822 1,261 1,086 4,169
=====================================================================
1997
Revenues $5,306 $ 523 $1,071 $6,900
Long-lived assets 2,582 1,321 1,080 4,983
=====================================================================
1996
Revenues $5,461 $ 510 $1,045 $7,016
Long-lived assets 2,810 1,402 1,136 5,348
=====================================================================
The majority of the Other Foreign category is comprised of
European operations except that long-lived assets include $673
million in 1998 ($569 million in 1997 and $563 million in 1996)
related to the joint-venture Worsley Alumina Refinery located in
Australia.
60
12. CONTINGENT LIABILITIES AND COMMITMENTS
LEGAL
Various suits, claims and actions are pending against the
Company. In the opinion of management, after consultation with
legal counsel, disposition of these suits, claims and actions,
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,
claims or actions in a particular reporting period will not be
material in relation to the reported results for such period.
UNCONDITIONAL PURCHASE OBLIGATIONS
The Company has committed to pay its proportionate share of
annual primary aluminum production charges (including debt
service) relating to its interest in an unincorporated joint
venture. This arrangement includes a minimum commitment of $37
million in 1999. The present value of this commitment at
December 31, 1998 was $36 million, after excluding interest of $1
million. The Company purchased approximately $90 million of
primary aluminum in each of the last three years under this
arrangement.
LEASES
Certain items of property, plant and equipment are leased under
long-term operating leases. Lease expense was $36 million in
1998 ($45 million in 1997 and $50 million in 1996). Lease
commitments at December 31, 1998, were $58 million. Leases
covering major items contain renewal and/or purchase options that
may be exercised.
ENVIRONMENTAL
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. The Company has recorded estimated amounts (on
an undiscounted basis), which are expected to be sufficient to
satisfy anticipated costs of known remediation requirements
including such costs relating to sold locations.
An analysis of the accrual for environmental remediation costs
follows:
1998 1997 1996
_____________________________
Balance at January 1 $177 $203 $248
Accruals 7 -- --
Payments (12) (26) (45)
_____________________________
Balance at December 31 $172 $177 $203
_____________________________
The balance of the accrual at December 31, 1998 is expected to be
spent over the next 15 to 20 years with the majority to be spent
by the year 2002.
Estimated environmental remediation costs are developed after
considering, among other things, the following:
- - currently available technological solutions
- - alternative cleanup methods
- - risk-based assessments of the contamination
- - estimated proportionate share of remediation costs (if
applicable)
The Company may also use external consultants and consider, when
available, estimates by other PRPs and governmental agencies and
information regarding the financial viability of other PRPs.
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 PRPs to satisfy their responsibilities
for remediation costs.
61
12. CONTINGENT LIABILITIES AND COMMITMENTS - continued
Estimated costs for future environmental compliance and
remediation are necessarily imprecise because of factors such as:
- - continuing evolution of environmental laws and regulatory
requirements
- - availability and application of technology
- - identification of presently unknown remediation requirements
- - cost allocations among PRPs
Furthermore, it is not possible to predict the amount or timing
of future costs of environmental remediation that 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 interim or
annual reporting period.
62
13. CANADIAN REYNOLDS METALS COMPANY, LTD. AND REYNOLDS ALUMINUM
COMPANY OF CANADA, LTD.
Financial statements for Canadian Reynolds Metals Company, Ltd.
and Reynolds Aluminum Company of Canada, Ltd. have been omitted
because certain securities registered under the Securities Act of
1933, of which these entities are obligors (thus subjecting them
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 these companies is presented herein in accordance
with Staff Accounting Bulletin 53 as an addition to the notes to
the consolidated financial statements of Reynolds Metals Company.
Summarized financial information is as follows:
Canadian Reynolds Metals Company, Ltd.
Years ended December 31
_____________________________
1998 1997 1996
_____________________________
Net Sales:
Customers $356 $237 $202
Parent company 466 680 599
_____________________________
822 917 801
Cost of products sold 708 733 677
Net income $ 84 $117 $ 65
December 31
________________________
1998 1997
________________________
Current assets $ 155 $ 179
Noncurrent assets 1,206 1,206
Current liabilities (100) (148)
Noncurrent liabilities (379) (415)
Reynolds Aluminum Company of Canada, Ltd.
Years ended December 31
____________________________
1998 1997 1996
____________________________
Net Sales:
Customers $447 $ 519 $ 509
Parent company 455 648 517
____________________________
902 1,167 1,026
Cost of products sold 784 956 884
Net income $ 84 $ 117 $ 59
December 31
________________________
1998 1997
________________________
Current assets $ 186 $ 208
Noncurrent assets 1,228 1,276
Current liabilities (103) (111)
Noncurrent liabilities (389) (445)
63
Quarterly Results of Operations (Unaudited)
(millions, except per share amounts)
1998
_________________________________________________________________
Quarter 1st 2nd 3rd 4th
_________________________________________________________________
Revenues $1,532 $1,579 $1,368 $1,380
Gross profit<F1> 211 238 202 182
Income (loss) before
extraordinary loss and
cumulative effect of
accounting change 58 (123) 262 (45)
Extraordinary loss -- (3) (60) --
Cumulative effect of
accounting change (23) -- -- --
_________________________________________________________________
Net income (loss) $ 35 $ (126) $ 202 $ (45)
=================================================================
Earnings Per Share
Basic:
Average shares outstanding 73 72 69 64
Income (loss) before
extraordinary loss and
cumulative effect of
accounting change $ 0.78 $(1.70) $ 3.80 $(0.71)
Extraordinary loss -- (0.04) (0.88) --
Cumulative effect of
accounting change (0.32) -- -- --
_________________________________________________________________
Net income (loss) $ 0.46 $(1.74) $ 2.92 $(0.71)
_________________________________________________________________
Diluted:
Average shares outstanding 74 72 69 64
Income (loss) before
extraordinary loss and
cumulative effect of
accounting change $ 0.78 $(1.70) $ 3.80 $(0.71)
Extraordinary loss -- (0.04) (0.88) --
Cumulative effect of
accounting change (0.32) -- -- --
_________________________________________________________________
Net income (loss) $ 0.46 $(1.74) $ 2.92 $(0.71)
=================================================================
Net income (loss) includes
the effect of the following
item:
Operational restructuring
effects -- net<F2> $ -- $ (196) $ 201 $ (95)
_________________________________________________________________
1997
_________________________________________________________________
Quarter 1st 2nd 3rd 4th
_________________________________________________________________
Revenues $1,624 $1,786 $1,717 $1,773
Gross profit<F1> 171 231 215 257
Net income (loss) $ 43 $ 55 $ 55 $ (17)
=================================================================
Earnings Per Share
Basic:
Average shares outstanding 73 73 74 74
_________________________________________________________________
Net income (loss) $ 0.59 $ 0.76 $ 0.74 $(0.23)
_________________________________________________________________
Diluted:
Average shares outstanding 73 74 75 74
_________________________________________________________________
Net income (loss) $ 0.59 $ 0.75 $ 0.73 $(0.23)
=================================================================
Net income (loss) includes
the effect of the following
item:
Operational restructuring
effects -- net<F2> $ 23 $ (4) $ -- $ (97)
_________________________________________________________________
<FN>
<F1>Gross profit equals revenues minus cost of products sold, and
depreciation and amortization
<F2>Operational restructuring effects are shown net of gains on
sales of assets
</FN>
64
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, 1998 and 1997, and the
related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the three years
in the period ended December 31, 1998. 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,
1998 and 1997, and the consolidated results of its operations and
its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted
accounting principles.
As discussed in Note 1 to the consolidated financial
statements, in 1998 the Company changed its method of accounting
for the costs of start-up activities and, in 1996 changed its
method of accounting for the impairment of long-lived assets and
long-lived assets to be disposed of.
/s/ Ernst & Young LLP
Richmond, Virginia
February 19, 1999
65
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 required by this item, see the information
under the captions "Item 1. Election of Directors -- Nominees"
and "Certain Relationships" and "Stock Ownership Information -
Section 16(a) Beneficial Ownership Reporting Compliance" in
the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 20, 1999. That information
is incorporated in this report 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 - Compensation of
Directors" and "Executive Compensation" in the Registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held on
May 20, 1999. That information (other than that appearing under
the captions "Executive Compensation - Report of the Compensation
Committee on Executive Compensation" and "Executive Compensation
- - Performance Graph") is incorporated in this report by
reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
For information required by this item, see the information under
the caption "Stock Ownership Information - Holders of More Than
5%" and "Director and Executive Officer Stock Ownership" in the
Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 20, 1999. That information
is incorporated in this report 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 - Certain
Relationships" and "Executive Compensation - Pension Plan Table"
and "Change in Control and Termination Arrangements" in the
Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 20, 1999. That information
is incorporated in this report by reference.
66
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 -
Years ended December 31, 1998, 1997 and 1996. 37
Consolidated balance sheet - December 31, 1998
and 1997. 38
Consolidated statement of cash flows -
Years ended December 31, 1998, 1997 and 1996. 39
Consolidated statement of changes in
stockholders' equity - Years ended December 31,
1998, 1997 and 1996. 40
Notes to consolidated financial statements. 41
Report of Ernst & Young LLP, Independent Auditors. 64
(2) Financial Statement Schedules
This report omits all schedules for which provision is
made in the applicable accounting regulations of the
Securities and Exchange Commission because they are not
required, are inapplicable or the required information
has otherwise been given.
This report omits individual financial statements of
Reynolds Metals Company 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, 1998.
This report omits financial statements of all
associated companies (20% to 50% owned) because no
associated company is individually significant.
(3) Exhibits
<F1> EXHIBIT 2 - Asset Purchase Agreement by and among
Ball Corporation, Ball Metal Beverage
Container Corp. and Reynolds Metals
Company dated as of April 22, 1998. The
Registrant agrees to furnish to the
Commission upon request a copy of the
disclosure schedules supplemental to the
Asset Purchase Agreement. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1998, EXHIBIT 2)
EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended.
EXHIBIT 3.2 - By-laws, as amended.
EXHIBIT 4.1 - Restated Certificate of Incorporation.
See EXHIBIT 3.1.
EXHIBIT 4.2 - By-laws. See EXHIBIT 3.2.
[FN]
_______________________
<F1> Incorporated by reference.
</FN>
67
<F1> 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. 001-01430, Form 10-Q Report
for the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
<F1> EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 001-
01430, 1991 Form 10-K Report, EXHIBIT
4.4)
<F1> EXHIBIT 4.5 - Rights Agreement dated as of March 8,
1999 between Reynolds Metals Company and
ChaseMellon Shareholder Services, L.L.C.
(File No. 001-01430, Form 8-K Report
dated March 8, 1999, pertaining to
Preferred Stock Purchase Rights, EXHIBIT
4.1)
<F1> EXHIBIT 4.6 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 001-01430, Form 8-K Report
dated June 6, 1989, EXHIBIT 4)
<F1> EXHIBIT 4.7 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
<F1> EXHIBIT 4.8 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
<F1> EXHIBIT 4.9 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 001-01430, 1991 Form 10-
K Report, EXHIBIT 4.15)
<F1> EXHIBIT 4.10 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 001-01430, 1991 Form 10-
K Report, EXHIBIT 4.16)
<F1> EXHIBIT 4.11 - Form of 9% Debenture due August 15, 2003.
(File No. 001-01430, Form 8-K Report
dated August 16, 1991, Exhibit 4(a))
<F1> EXHIBIT 4.12 - 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) ("RACC"), as amended. (File
No. 001-01430, 1995 Form 10-K Report,
EXHIBIT 4.13)
<F1> EXHIBIT 4.13 - By-Laws of RACC, as amended. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended March 31, 1997, EXHIBIT 4.14)
<F1> EXHIBIT 4.14 - Articles of Incorporation of Societe
Canadienne de Metaux Reynolds,
Ltee/Canadian Reynolds Metals Company,
Ltd. ("CRM"), as amended. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended September 30, 1997, EXHIBIT 4.15)
<F1> EXHIBIT 4.15 - By-Laws of CRM, as amended. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended September 30, 1997, EXHIBIT 4.16)
<F1> EXHIBIT 4.16 - Indenture dated as of April 1, 1993
among RACC, Reynolds Metals Company and
The Bank of New York, as Trustee. (File
No. 001-01430, Form 8-K Report dated
July 14, 1993, EXHIBIT 4(a))
<F1> EXHIBIT 4.17 - First Supplemental Indenture, dated as of
December 18, 1995 among RACC, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee. (File No. 001-01430,
1995 Form 10-K Report, EXHIBIT 4.18)
[FN]
_______________________
<F1> Incorporated by reference.
</FN>
68
<F1> EXHIBIT 4.18 - Form of 6-5/8% Guaranteed Amortizing Note
due July 15, 2002. (File No. 001-01430,
Form 8-K Report dated July 14, 1993,
EXHIBIT 4(d))
EXHIBIT 9 - None.
<F1><F2> EXHIBIT 10.1 - Reynolds Metals Company 1987
Nonqualified Stock Option Plan.
(Registration Statement No. 33-13822 on
Form S-8, dated April 28, 1987, EXHIBIT
28.1)
<F1><F2> EXHIBIT 10.2 - Reynolds Metals Company 1992
Nonqualified Stock Option Plan.
(Registration Statement No. 33-44400 on
Form S-8, dated December 9, 1991,
EXHIBIT 28.1)
<F1><F2> EXHIBIT 10.3 - Reynolds Metals Company Performance
Incentive Plan, as amended and restated
effective January 1, 1996. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended March 31, 1995, EXHIBIT
10.4)
<F1><F2> EXHIBIT 10.4 - Agreement dated December 9, 1987 between
Reynolds Metals Company and Jeremiah J.
Sheehan. (File No. 001-01430, 1987 Form
10-K Report, EXHIBIT 10.9)
<F1><F2> EXHIBIT 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 001-01430, 1986
Form 10-K Report, EXHIBIT 10.8)
<F1><F2> EXHIBIT 10.6 - Financial Counseling Assistance Plan for
Officers. (File No. 001-01430, 1987
Form 10-K Report, EXHIBIT 10.11)
<F1><F2> EXHIBIT 10.7 - Management Incentive Deferral Plan.
(File No. 001-01430, 1987 Form 10-K
Report, EXHIBIT 10.12)
<F1><F2> EXHIBIT 10.8 - Deferred Compensation Plan for Outside
Directors as Amended and Restated
Effective December 1, 1993. (File No.
001-01430, 1993 Form 10-K Report,
EXHIBIT 10.12)
<F2> EXHIBIT 10.9 - Form of Indemnification Agreement for
Directors and Officers.
<F1><F2> EXHIBIT 10.10 - Form of Executive Severance Agreement as
amended between Reynolds Metals Company
and key executive personnel, including
each of the individuals listed in Item
4A of this report. (File No. 001-01430,
1997 Form 10-K Report, EXHIBIT 10.10)
<F1><F2> EXHIBIT 10.11 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective May 20, 1988. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1988, EXHIBIT 19(a))
<F1><F2> EXHIBIT 10.12 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective October 21, 1988. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended September 30, 1988,
EXHIBIT 19(a))
<F1><F2> EXHIBIT 10.13 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 1, 1987. (File No.
001-01430, 1988 Form 10-K Report,
EXHIBIT 10.22)
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
</FN>
69
<F1><F2> EXHIBIT 10.14 - 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. 001-01430, 1989 Form 10-K
Report, EXHIBIT 10.24)
<F1><F2> EXHIBIT 10.15 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 18, 1991. (File No.
001-01430, 1990 Form 10-K Report,
EXHIBIT 10.26)
<F1><F2> EXHIBIT 10.16 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 001-01430, Form 10-
Q Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
<F1><F2> EXHIBIT 10.17 - 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)
<F1><F2> EXHIBIT 10.18 - Reynolds Metals Company New Management
Incentive Deferral Plan. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1994, EXHIBIT 10.30)
<F1><F2> EXHIBIT 10.19 - Reynolds Metals Company Salary Deferral
Plan for Executives. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1994, EXHIBIT 10.31)
<F1><F2> EXHIBIT 10.20 - Reynolds Metals Company Supplemental
Long Term Disability Plan for
Executives. (File No. 001-01430, Form
10-Q Report for the Quarter Ended June
30, 1994, EXHIBIT 10.32)
<F1><F2> EXHIBIT 10.21 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective August 19, 1994. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended September 30, 1994,
EXHIBIT 10.34)
<F1><F2> EXHIBIT 10.22 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective August 19, 1994. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended September 30, 1994,
EXHIBIT 10.35)
<F1><F2> EXHIBIT 10.23 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995. (File No.
001-01430, 1994 Form 10-K Report,
EXHIBIT 10.36)
<F1><F2> EXHIBIT 10.24 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Trustee Pays Premiums).
(File No. 001-01430, Form 10-Q Report
for the Quarter Ended June 30, 1995,
EXHIBIT 10.34)
<F1><F2> EXHIBIT 10.25 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium).
(File No. 001-01430, Form 10-Q Report
for the Quarter Ended June 30, 1995,
EXHIBIT 10.35)
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601
of Regulation S-K.
</FN>
70
<F1><F2> EXHIBIT 10.26 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium).
(File No. 001-01430, Form 10-Q Report
for the Quarter Ended June 30, 1995,
EXHIBIT 10.36)
<F1><F2> EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays
Premiums). (File No. 001-01430, Form 10-
Q Report for the Quarter Ended June 30,
1995, EXHIBIT 10.37)
<F1><F2> EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays
Premiums). (File No. 001-01430, Form 10-
Q Report for the Quarter Ended June 30,
1995, EXHIBIT 10.38)
<F1><F2> EXHIBIT 10.29 - Reynolds Metals Company 1996
Nonqualified Stock Option Plan.
(Registration Statement No. 333-03947 on
Form S-8, dated May 17, 1996, EXHIBIT
4.6)
<F1><F2> EXHIBIT 10.30 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective January 1, 1993.
(Registration Statement No. 333-03947 on
Form S-8, dated May 17, 1996, EXHIBIT
99)
<F1><F2> EXHIBIT 10.31 - Form of Stock Option Agreement, as approved
May 17, 1996 by the Compensation
Committee of the Company's Board of
Directors. (File No. 001-01430, Form 10-
Q Report for the Quarter Ended June 30,
1996, EXHIBIT 10.41)
<F1><F2> EXHIBIT 10.32 - Form of Three Party Stock Option Agreement,
as approved May 17, 1996 by the
Compensation Committee of the Company's
Board of Directors. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1996, EXHIBIT 10.42)
<F1><F2> EXHIBIT 10.33 - Stock Option Agreement dated August 30, 1996
between Reynolds Metals Company and
Jeremiah J. Sheehan. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended September 30, 1996, EXHIBIT 10.43)
<F1><F2> EXHIBIT 10.34 - Amendment to Deferred Compensation Plan
for Outside Directors effective August
15, 1996. (File No. 001-01430, Form 10-
Q Report for the Quarter Ended September
30, 1996, EXHIBIT 10.44)
<F1><F2> EXHIBIT 10.35 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1996. (File No.
001-01430, 1996 Form 10-K Report,
EXHIBIT 10.38)
<F1><F2> EXHIBIT 10.36 - Amendment to Reynolds Metals Company
Performance Incentive Plan effective
January 1, 1996. (File No. 001-01430,
1996 Form 10-K Report, EXHIBIT 10.39)
<F1><F2> EXHIBIT 10.37 - Reynolds Metals Company Supplemental
Incentive Plan. (File No. 001-01430,
1996 Form 10-K Report, EXHIBIT 10.40)
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
</FN>
71
<F1><F2> EXHIBIT 10.38 - Reynolds Metals Company Stock Plan for
Outside Directors. (File No. 001-01430,
1996 Form 10-K Report, EXHIBIT 10.41)
<F1><F2> EXHIBIT 10.39 - Special Executive Severance Package for
Certain Employees who Terminate
Employment between January 1, 1997 and
June 30, 1999 (or, if earlier, the date
of completion of employment related
actions related to the Company's
portfolio review process, as designated
by the Company's Chief Executive
Officer), approved by the Compensation
Committee of the Company's Board of
Directors on January 17, 1997 and
extended on May 15, 1998. (File No. 001-
01430, 1996 Form 10-K Report, EXHIBIT
10.42)
<F1><F2> EXHIBIT 10.40 - Special Award Program for Certain
Executives or Key Employees, as approved
by the Compensation Committee of the
Company's Board of Directors on January
17, 1997. (File No. 001-01430, 1996
Form 10-K Report, EXHIBIT 10.43)
<F1><F2> EXHIBIT 10.41 - Amendment to Reynolds Metals Company
1996 Nonqualified Stock Option Plan
effective December 1, 1997. (File No.
001-01430, 1997 Form 10-K Report,
EXHIBIT 10.41)
<F1><F2> EXHIBIT 10.42 - Amendment to Reynolds Metals Company
Restricted Stock Plan for Outside
Directors effective December 1, 1997.
(File No. 001-01430, 1997 Form 10-K
Report, EXHIBIT 10.42)
<F1><F2> EXHIBIT 10.43 - Reynolds Metals Company Long-Term
Performance Share Plan. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1998, EXHIBIT 10.43)
<F1> EXHIBIT 10.44 - Asset Purchase Agreement by and among Ball
Corporation, Ball Metal Beverage
Container Corp. and Reynolds Metals
Company dated as of April 22, 1998. See
EXHIBIT 2.
<F2> EXHIBIT 10.45 - Amendment to Reynolds Metals Company
Restricted Stock Plan for Outside
Directors effective January 1, 1999
<F2> EXHIBIT 10.46 - Amendment to Reynolds Metals Company
Stock Plan for Outside Directors
effective January 1, 1999
EXHIBIT 11 - Omitted; see Item 8 for 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
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
</FN>
72
EXHIBIT 22 - None
EXHIBIT 23 - Consent of Independent Auditors
EXHIBIT 24 - Powers of Attorney
EXHIBIT 27 - Financial Data Schedule
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
During the fourth quarter of 1998, the Registrant filed
three Current Reports on Form 8-K with the Commission,
all of which reported matters under Item 5.
The Registrant reported on the Form 8-K dated
October 16, 1998 that it had advised local union officials at
its Alloys can stock complex in Alabama that the proposed
purchaser of the facility had informed the Registrant that it
is critical that the purchaser and labor unions representing
employees at the complex negotiate new labor agreements with
respect to those employees. The report stated additionally
that the Registrant had advised the labor leaders at the
complex that if (1) the proposed purchaser and the unions are
able to agree on new labor contracts and (2) the Registrant
and the proposed purchaser are able to successfully conclude
negotiations and complete the sale, the Registrant would
treat the transaction as a "plant closing" for purposes of
benefit payments under its existing labor contracts.
The Registrant reported on the Form 8-K dated November 18,
1998 that the Registrant and the other principal
shareholders of Latas de Aluminio S. A. - LATASA had
finalized a review of strategic alternatives for the South
American beverage can manufacturing company. The Registrant
announced that it was not considering a disposition of its
shares at that time.
The Registrant reported on the Form 8-K dated
December 30, 1998 that it had signed a definitive agreement
to sell its Alloys can stock complex in Alabama to Wise
Alloys LLC, an affiliate of Wise Metals Co., Inc.
The Registrant has filed two Current Reports on Form 8-K
with the Commission during the first quarter of 1999,
both of which reported matters under Item 5.
The Registrant filed a Form 8-K dated March 3, 1999
concerning its expected earnings for the first
quarter of 1999.
The Registrant reported on a Form 8-K dated
March 8, 1999 that its Board of Directors had approved
amendments to the Registrant's shareholder rights plan.
73
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 /s/ Jeremiah J. Sheehan
_______________________________
Jeremiah J. Sheehan,
Chairman of the Board and
Chief Executive Officer
Date March 26, 1999
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 /s/ William E. Leahey, Jr. By /s/ Jeremiah J. Sheehan
---------------------------- ----------------------------
William E. Leahey, Jr. Jeremiah J. Sheehan, Director
Executive Vice President and Chairman of the Board and
Chief Financial Officer Chief Executive Officer
(Principal Financial Officer) (Principal Executive Officer)
Date March 26, 1999 Date March 26, 1999
-------------------------- --------------------------
By <F1> Patricia C. Barron By <F1> John R. Hall
---------------------------- ----------------------------
Patricia C. Barron, Director John R. Hall, Director
Date March 26, 1999 Date March 26, 1999
-------------------------- --------------------------
By <F1> Robert L. Hintz By <F1> William H. Joyce
---------------------------- ----------------------------
Robert L. Hintz, Director William H. Joyce, Director
Date March 26, 1999 Date March 26, 1999
-------------------------- --------------------------
By <F1> Mylle Bell Mangum By <F1> D. Larry Moore
---------------------------- ----------------------------
Mylle Bell Mangum, Director D. Larry Moore, Director
Date March 26, 1999 Date March 26, 1999
-------------------------- --------------------------
73
By /s/ Randolph N. Reynolds By <F1> James M. Ringler
---------------------------- ----------------------------
Randolph N. Reynolds, Director James M. Ringler, Director
Date March 26, 1999 Date March 26, 1999
-------------------------- --------------------------
By <F1> Samuel C. Scott, III By <F1> Joe B. Wyatt
---------------------------- ----------------------------
Samuel C. Scott, III, Director Joe B. Wyatt, Director
Date March 26, 1999 Date March 26, 1999
-------------------------- --------------------------
By /s/ Allen M. Earehart
----------------------------
Allen M. Earehart,
Senior Vice President and Controller
(Principal Accounting Officer)
Date March 26, 1999
--------------------------
[FN]
<F1> By /s/ D. Michael Jones
----------------------------------
D. Michael Jones, Attorney-in-Fact
Date March 26, 1999
________________________________
</FN>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-K
For the fiscal year ended December 31, 1998
Commission File No. 001-01430
REYNOLDS METALS COMPANY
Attached herewith are
Exhibits 3.1, 3.2, 10.9, 10.45, 10.46, 21, 23, 24 and 27
INDEX
<F1> EXHIBIT 2 - Asset Purchase Agreement by and among Ball
Corporation, Ball Metal Beverage
Container Corp. and Reynolds Metals
Company dated as of April 22, 1998. The
Registrant agrees to furnish to the
Commission upon request a copy of the
disclosure schedules supplemental to the
Asset Purchase Agreement. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1998, EXHIBIT 2)
EXHIBIT 3.1 - Restated Certificate of Incorporation,
as amended.
EXHIBIT 3.2 - By-laws, as amended.
EXHIBIT 4.1 - Restated Certificate of Incorporation.
See EXHIBIT 3.1.
EXHIBIT 4.2 - By-laws. See EXHIBIT 3.2.
<F1> 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. 001-01430, Form 10-Q Report
for the Quarter Ended March 31, 1989,
EXHIBIT 4(c))
<F1> EXHIBIT 4.4 - Amendment No. 1 dated as of November 1,
1991 to the Indenture. (File No. 001-
01430, 1991 Form 10-K Report, EXHIBIT
4.4)
<F1> EXHIBIT 4.5 - Amended and Restated Rights Agreement
dated as of March 8, 1999 between
Reynolds Metals Company and ChaseMellon
Shareholder Services, L.L.C. (File No.
001-01430, Form 8-K Report dated March
8, 1999, pertaining to Preferred Stock
Purchase Rights, EXHIBIT 4.1)
<F1> EXHIBIT 4.6 - Form of 9-3/8% Debenture due June 15, 1999.
(File No. 001-01430, Form 8-K Report
dated June 6, 1989, EXHIBIT 4)
<F1> EXHIBIT 4.7 - Form of Fixed Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.3)
<F1> EXHIBIT 4.8 - Form of Floating Rate Medium-Term Note.
(Registration Statement No. 33-30882 on
Form S-3, dated August 31, 1989, EXHIBIT
4.4)
[FN]
_______________________
<F1> Incorporated by reference.
</FN>
<F1> EXHIBIT 4.9 - Form of Book-Entry Fixed Rate Medium-Term
Note. (File No. 001-01430, 1991 Form 10-
K Report, EXHIBIT 4.15)
<F1> EXHIBIT 4.10 - Form of Book-Entry Floating Rate Medium-Term
Note. (File No. 001-01430, 1991 Form 10-
K Report, EXHIBIT 4.16)
<F1> EXHIBIT 4.11 - Form of 9% Debenture due August 15, 2003.
(File No. 001-01430, Form 8-K Report
dated August 16, 1991, Exhibit 4(a))
<F1> EXHIBIT 4.12 - 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) ("RACC"), as amended. (File
No. 001-01430, 1995 Form 10-K Report,
EXHIBIT 4.13)
<F1> EXHIBIT 4.13 - By-Laws of RACC, as amended. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended March 31, 1997, EXHIBIT 4.14)
<F1> EXHIBIT 4.14 - Articles of Incorporation of Societe
Canadienne de Metaux Reynolds,
Ltee/Canadian Reynolds Metals Company,
Ltd. ("CRM"), as amended. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended September 30, 1997, EXHIBIT 4.15)
<F1> EXHIBIT 4.15 - By-Laws of CRM, as amended. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended September 30, 1997, EXHIBIT 4.16)
<F1> EXHIBIT 4.16 - Indenture dated as of April 1, 1993
among RACC, Reynolds Metals Company and
The Bank of New York, as Trustee. (File
No. 001-01430, Form 8-K Report dated
July 14, 1993, EXHIBIT 4(a))
<F1> EXHIBIT 4.17 - First Supplemental Indenture, dated as of
December 18, 1995 among RACC, Reynolds
Metals Company, CRM and The Bank of New
York, as Trustee. (File No. 001-01430,
1995 Form 10-K Report, EXHIBIT 4.18)
<F1> EXHIBIT 4.18 - Form of 6-5/8% Guaranteed Amortizing Note due
July 15, 2002. (File No. 001-01430,
Form 8-K Report dated July 14, 1993,
EXHIBIT 4(d))
EXHIBIT 9 - None.
<F1><F2> EXHIBIT 10.1 - Reynolds Metals Company 1987
Nonqualified Stock Option Plan.
(Registration Statement No. 33-13822 on
Form S-8, dated April 28, 1987, EXHIBIT
28.1)
<F1><F2> EXHIBIT 10.2 - Reynolds Metals Company 1992
Nonqualified Stock Option Plan.
(Registration Statement No. 33-44400 on
Form S-8, dated December 9, 1991,
EXHIBIT 28.1)
<F1><F2> EXHIBIT 10.3 - Reynolds Metals Company Performance
Incentive Plan, as amended and restated
effective January 1, 1996. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended March 31, 1995, EXHIBIT
10.4)
<F1><F2> EXHIBIT 10.4 - Agreement dated December 9, 1987 between
Reynolds Metals Company and Jeremiah J.
Sheehan. (File No. 001-01430, 1987 Form
10-K Report, EXHIBIT 10.9)
[FN]
_______________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement
required to be filed as an exhibit pursuant to Item 601 of
Regulation S-K.
</FN>
<F1><F2> EXHIBIT 10.5 - Supplemental Death Benefit Plan for
Officers. (File No. 001-01430, 1986
Form 10-K Report, EXHIBIT 10.8)
<F1><F2> EXHIBIT 10.6 - Financial Counseling Assistance Plan for
Officers. (File No. 001-01430, 1987
Form 10-K Report, EXHIBIT 10.11)
<F1><F2> EXHIBIT 10.7 - Management Incentive Deferral Plan.
(File No. 001-01430, 1987 Form 10-K
Report, EXHIBIT 10.12)
<F1><F2> EXHIBIT 10.8 - Deferred Compensation Plan for Outside
Directors as Amended and Restated
Effective December 1, 1993. (File No.
001-01430, 1993 Form 10-K Report,
EXHIBIT 10.12)
<F2> EXHIBIT 10.9 - Form of Indemnification Agreement for
Directors and Officers.
<F1><F2> EXHIBIT 10.10 - Form of Executive Severance Agreement as
amended between Reynolds Metals Company
and key executive personnel, including
each of the individuals listed in Item
4A of this report. (File No. 001-01430,
1997 Form 10-K Report, EXHIBIT 10.10)
<F1><F2> EXHIBIT 10.11 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective May 20, 1988. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1988, EXHIBIT 19(a))
<F1><F2> EXHIBIT 10.12 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective October 21, 1988. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended September 30, 1988,
EXHIBIT 19(a))
<F1><F2> EXHIBIT 10.13 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 1, 1987. (File No.
001-01430, 1988 Form 10-K Report,
EXHIBIT 10.22)
<F1><F2> EXHIBIT 10.14 - 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. 001-01430, 1989 Form 10-K
Report, EXHIBIT 10.24)
<F1><F2> EXHIBIT 10.15 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective January 18, 1991. (File No.
001-01430, 1990 Form 10-K Report,
EXHIBIT 10.26)
<F1><F2> EXHIBIT 10.16 - Form of Stock Option Agreement, as approved
April 22, 1992 by the Compensation
Committee of the Company's Board of
Directors. (File No. 001-01430, Form 10-
Q Report for the Quarter Ended March 31,
1992, EXHIBIT 28(a))
<F1><F2> EXHIBIT 10.17 - 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)
<F1><F2> EXHIBIT 10.18 - Reynolds Metals Company New Management
Incentive Deferral Plan. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1994, EXHIBIT 10.30)
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>
<F1><F2> EXHIBIT 10.19 - Reynolds Metals Company Salary Deferral
Plan for Executives. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1994, EXHIBIT 10.31)
<F1><F2> EXHIBIT 10.20 - Reynolds Metals Company Supplemental
Long Term Disability Plan for
Executives. (File No. 001-01430, Form
10-Q Report for the Quarter Ended June
30, 1994, EXHIBIT 10.32)
<F1><F2> EXHIBIT 10.21 - Amendment to Reynolds Metals Company
1987 Nonqualified Stock Option Plan
effective August 19, 1994. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended September 30, 1994,
EXHIBIT 10.34)
<F1><F2> EXHIBIT 10.22 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective August 19, 1994. (File No.
001-01430, Form 10-Q Report for the
Quarter Ended September 30, 1994,
EXHIBIT 10.35)
<F1><F2> EXHIBIT 10.23 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1995. (File No.
001-01430, 1994 Form 10-K Report,
EXHIBIT 10.36)
<F1><F2> EXHIBIT 10.24 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Trustee Pays Premiums).
(File No. 001-01430, Form 10-Q Report
for the Quarter Ended June 30, 1995,
EXHIBIT 10.34)
<F1><F2> EXHIBIT 10.25 - Form of Split Dollar Life Insurance Agreement
(Trustee Owner, Employee Pays Premium).
(File No. 001-01430, Form 10-Q Report
for the Quarter Ended June 30, 1995,
EXHIBIT 10.35)
<F1><F2> EXHIBIT 10.26 - Form of Split Dollar Life Insurance Agreement
(Employee Owner, Employee Pays Premium).
(File No. 001-01430, Form 10-Q Report
for the Quarter Ended June 30, 1995,
EXHIBIT 10.36)
<F1><F2> EXHIBIT 10.27 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Third Party Pays
Premiums). (File No. 001-01430, Form 10-
Q Report for the Quarter Ended June 30,
1995, EXHIBIT 10.37)
<F1><F2> EXHIBIT 10.28 - Form of Split Dollar Life Insurance Agreement
(Third Party Owner, Employee Pays
Premiums). (File No. 001-01430, Form 10-
Q Report for the Quarter Ended June 30,
1995, EXHIBIT 10.38)
<F1><F2> EXHIBIT 10.29 - Reynolds Metals Company 1996
Nonqualified Stock Option Plan.
(Registration Statement No. 333-03947 on
Form S-8, dated May 17, 1996, EXHIBIT
4.6)
<F1><F2> EXHIBIT 10.30 - Amendment to Reynolds Metals Company
1992 Nonqualified Stock Option Plan
effective January 1, 1993.
(Registration Statement No. 333-03947 on
Form S-8, dated May 17, 1996, EXHIBIT
99)
<F1><F2> EXHIBIT 10.31 - Form of Stock Option Agreement, as approved
May 17, 1996 by the Compensation
Committee of the Company's Board of
Directors. (File No. 001-01430, Form 10-
Q Report for the Quarter Ended June 30,
1996, EXHIBIT 10.41)
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>
<F1><F2> EXHIBIT 10.32 - Form of Three Party Stock Option Agreement,
as approved May 17, 1996 by the
Compensation Committee of the Company's
Board of Directors. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1996, EXHIBIT 10.42)
<F1><F2> EXHIBIT 10.33 - Stock Option Agreement dated August 30, 1996
between Reynolds Metals Company and
Jeremiah J. Sheehan. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended September 30, 1996, EXHIBIT 10.43)
<F1><F2> EXHIBIT 10.34 - Amendment to Deferred Compensation Plan
for Outside Directors effective August
15, 1996. (File No. 001-01430, Form 10-
Q Report for the Quarter Ended September
30, 1996, EXHIBIT 10.44)
<F1><F2> EXHIBIT 10.35 - Amendment to Reynolds Metals Company New
Management Incentive Deferral Plan
effective January 1, 1996. (File No.
001-01430, 1996 Form 10-K Report,
EXHIBIT 10.38)
<F1><F2> EXHIBIT 10.36 - Amendment to Reynolds Metals Company
Performance Incentive Plan effective
January 1, 1996. (File No. 001-01430,
1996 Form 10-K Report, EXHIBIT 10.39)
<F1><F2> EXHIBIT 10.37 - Reynolds Metals Company Supplemental
Incentive Plan. (File No. 001-01430,
1996 Form 10-K Report, EXHIBIT 10.40)
<F1><F2> EXHIBIT 10.38 - Reynolds Metals Company Stock Plan for
Outside Directors. (File No. 001-01430,
1996 Form 10-K Report, EXHIBIT 10.41)
<F1><F2> EXHIBIT 10.39 - Special Executive Severance Package for
Certain Employees who Terminate
Employment between January 1, 1997 and
June 30, 1999 (or, if earlier, the date
of completion of employment related
actions related to the Company's
portfolio review process, as designated
by the Company's Chief Executive
Officer), approved by the Compensation
Committee of the Company's Board of
Directors on January 17, 1997 and
extended on May 15, 1998. (File No. 001-
01430, 1996 Form 10-K Report, EXHIBIT
10.42)
<F1><F2> EXHIBIT 10.40 - Special Award Program for Certain
Executives or Key Employees, as approved
by the Compensation Committee of the
Company's Board of Directors on January
17, 1997. (File No. 001-01430, 1996
Form 10-K Report, EXHIBIT 10.43)
<F1><F2> EXHIBIT 10.41 - Amendment to Reynolds Metals Company
1996 Nonqualified Stock Option Plan
effective December 1, 1997. (File No.
001-01430, 1997 Form 10-K Report,
EXHIBIT 10.41)
<F1><F2> EXHIBIT 10.42 - Amendment to Reynolds Metals Company
Restricted Stock Plan for Outside
Directors effective December 1, 1997.
(File No. 001-01430, 1997 Form 10-K
Report, EXHIBIT 10.42)
<F1><F2> EXHIBIT 10.43 - Reynolds Metals Company Long-Term
Performance Share Plan. (File No. 001-
01430, Form 10-Q Report for the Quarter
Ended June 30, 1998, EXHIBIT 10.43)
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>
<F1> EXHIBIT 10.44 - Asset Purchase Agreement by and among Ball
Corporation, Ball Metal Beverage
Container Corp. and Reynolds Metals
Company dated as of April 22, 1998. See
EXHIBIT 2.
<F2> EXHIBIT 10.45 - Amendment to Reynolds Metals Company
Restricted Stock Plan for Outside
Directors effective January 1, 1999
<F2> EXHIBIT 10.46 - Amendment to Reynolds Metals Company
Stock Plan for Outside Directors
effective January 1, 1999
EXHIBIT 11 - Omitted; see Item 8 for 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
[FN]
____________________________
<F1> Incorporated by reference.
<F2> Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
</FN>