SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
                                       OR

[ ]  TRANSACTION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
EXCHANGE ACT OF 1934 For the transition period from _________ to __________

COMMISSION FILE NUMBER 1-10258

                            TREDEGAR INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

VIRGINIA                                                          54-1497771
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

1100 BOULDERS PARKWAY, RICHMOND, VIRGINIA  23225
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:  804-330-1000
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                    Name of Each Exchange On Which Registered
COMMON STOCK                           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 (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for at least 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 registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X].

Aggregate market value of voting stock held by  non-affiliates of the registrant
as of January 31, 1997:* $321,387,136.80

Number of shares of Common Stock outstanding as of January 31, 1997:  12,258,028

*In determining  this figure,  an aggregate of 4,095,815 shares of Common Stock,
reported in the  registrant's  proxy  statement  for the 1997 annual  meeting of
shareholders as beneficially owned by Floyd D. Gottwald, Jr., Bruce C. Gottwald,
John D.  Gottwald,  William  M.  Gottwald  and the  members  of their  immediate
families  has been  excluded  because  the  shares are held by  affiliates.  The
aggregate  market value has been computed  based on the closing price in the New
York Stock Exchange  Composite  Transactions on January 31, 1997, as reported by
The Wall Street Journal.






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DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Tredegar Industries, Inc.'s Annual Report to Shareholders for the
year  ended  December  31,  1996 (the  "Annual  Report"),  are  incorporated  by
reference into Parts I, II, and IV of this Form 10-K.

2. Portions of Tredegar  Industries,  Inc.'s  definitive Proxy Statement for its
1997 Annual  Meeting of  Shareholders  filed with the  Securities  and  Exchange
Commission  pursuant to Regulation 14A under the Securities Exchange Act of 1934
(the "Proxy Statement") are incorporated by reference into Part III of this Form
10-K.







FORM 10-K TABLE OF CONTENTS/CROSS-REFERENCE
Proxy Form 10-K Annual Report Statement Part I page page page 1. Business ....................................................................... 1-5 20-22, 27-30, 32-33 2. Properties...................................................................... 5-6 3. Legal proceedings............................................................... None 4. Submission of matters to a vote of security holders............................. None Part II 5. Market for registrant's common equity and related stockholder matters........... 50 6. Selected financial data......................................................... 18-19 7. Management's discussion and analysis of financial condition and results of operations........................................................... 20-22, 24-30, 32-33 8. Financial statements and supplementary data..................................... 31-49 9. Changes in and disagreements with accountants on accounting and financial disclosure............................................................ None Part III 10. Directors and executive officers of the registrant*............................. 10 51 2-4, 5 11. Executive compensation*......................................................... 7-14 12. Security ownership of certain beneficial owners and management*................. 4-6 13. Certain relationships and related transactions*................................. None Part IV 14. Exhibits, financial statement schedules and reports on Form 8-K (a) Documents: (1) Financial statements.......................................... 34-49 (2) Financial statement schedules................................. None (3) Exhibits (b) Reports on Form 8-K.................................................... None (c) Exhibits (d) Financial statement schedules
*Items 11, 12 and 13 and portions of Item 10 are incorporated by reference from the Proxy Statement pursuant to instructions G(1) and G(3) of the General Instructions to Form 10-K. Only those portions of the Annual Report to Shareholders referred to in the foregoing table of contents are to be deemed "filed" as part of this Form 10-K report. The Securities and Exchange Commission has not approved or disapproved of this report or passed upon its accuracy or adequacy. PART I Item 1. BUSINESS Description of Business Tredegar Industries, Inc. ("Tredegar") is engaged directly or through subsidiaries in the manufacture of plastic films, vinyl extrusions and aluminum extrusions. Tredegar also has interests in various technologies, including rational drug design research and computer software. During the first quarter of 1996, Tredegar sold all of the outstanding capital stock of its injection molding subsidiary, Tredegar Molded Products Company, including Polestar Plastics Manufacturing Company (together, "Molded Products"). During the second quarter of 1996, Tredegar completed the sale of Brudi, Inc. and its subsidiaries (together, "Brudi"). See Note 19 on pages 47-49 of the Annual Report for further information regarding these divestitures. The following discussion of Tredegar's business segments should be read in conjunction with the information contained on pages 20-22, 24-30 and 32-33 of the Annual Report referred to in Item 7 below. Plastic Films and Vinyl Extrusions Tredegar's plastics business is composed of the Film Products division ("Film Products") and Fiberlux, Inc. ("Fiberlux"). Film Products manufactures plastic films for disposable personal products (primarily diapers and feminine hygiene products) and packaging, medical, industrial and agricultural products. Fiberlux produces vinyl extrusions for windows and patio doors. These products are produced at various locations throughout the United States and are sold both directly and through distributors. Tredegar also has films plants located in the Netherlands, Brazil and Argentina, where it produces films primarily for the European and Latin American markets. Tredegar expects to begin operating a disposable films production line near Guangzhou, China, in late 1997 or early 1998. Film Products and Fiberlux compete in all of its markets on the basis of the quality and prices of its products and its service. Film Products Film Products produces films for two major market categories: disposables and industrial. Disposables. Film Products is one of the largest U.S. suppliers of embossed and permeable films for disposable personal products. In each of the last three years, this class of products accounted for more than 30% of the consolidated revenues of Tredegar. Film Products supplies embossed films and nonwoven film laminates (cloth-like) to domestic and international manufacturers for use as backsheet in disposable products such as baby diapers, adult incontinent products, feminine hygiene products and hospital underpads. Film Products' primary customer for embossed films and nonwoven film laminates for backsheet is The Procter & Gamble Company ("P&G"), the leading global disposable diaper manufacturer. Film Products also sells embossed films to several producers of private label products. Film Products competes with several foreign and domestic plastic film products manufacturers in the backsheet market. Film Products also supplies permeable films to P&G for use as liners in feminine hygiene products, adult incontinent products and hospital underpads. Film Products also sells significant amounts of permeable films to international affiliates of P&G. The loss or significant reduction of business associated with P&G would have a material adverse effect on Tredegar's business. Industrial. Film Products produces coextruded and monolayer permeable films under the name of VisPore(R). These films are used to regulate fluid transmission in many industrial, medical, agricultural and packaging markets. Specific examples include filter plies for surgical masks and other medical applications, permeable ground cover, thermal pouches for take-out food, natural cheese mold release cloths and rubber bale wrap. Differentially embossed monolayer and coextruded films are also produced by Film Products. Some of these films are extruded in a Class 10,000 clean room and act as a disposable, protective coversheet for photopolymers used in the manufacture of circuit boards. Other films, sold under the name of ULTRAMASK(R), are used as masking films to protect polycarbonate, acrylics and glass from damage during fabrication, shipping and handling. Film Products produces a line of oriented films for food packaging, in-mold labels and other applications under the name Monax(R) Plus. These are high strength, high moisture barrier films that allow both cost and source reduction opportunities over current packaging mediums. Raw Materials. The primary raw materials for films produced by Film Products are low-density and linear low-density polyethylene resins, which Film Products obtains from domestic and foreign suppliers at competitive prices. Tredegar's management believes that there will be an adequate supply of polyethylene resins in the immediate future. Changes in resin prices, and the timing thereof, could have a significant impact on the profit margins of this division. Resin prices are fairly volatile and are generally followed by a corresponding change in selling prices. Research and Development. Film Products has a technical center in Terre Haute, Indiana. Film Products holds 36 U.S. patents and 15 U.S. trademarks. Expenditures for research and development have averaged approximately $3.6 million per year during the past three years. - 2 - Fiberlux Fiberlux is a leading U.S. producer of rigid vinyl extrusions for windows and patio doors. Fiberlux products are sold to fabricators and directly to end users. The subsidiary's primary raw material, polyvinyl chloride resin, is purchased from producers in open market purchases and under contract. No critical shortages of polyvinyl chloride resins are expected. Fiberlux holds one U.S. patent and three U.S. trademarks. Aluminum Extrusions Aluminum Extrusions is composed of The William L. Bonnell Company, Inc. and Capitol Products Corporation (together, "Aluminum Extrusions"), which produce soft alloy aluminum extrusions primarily for the building and construction industry, and for transportation and consumer durables markets. Aluminum Extrusions manufactures plain, anodized and painted aluminum extrusions for sale directly to fabricators and distributors that use aluminum extrusions in the production of curtain walls, moldings, architectural shapes, running boards, tub and shower doors, boat windshields, window components and furniture, among other products. Sales are made primarily in the United States, principally east of the Rocky Mountains. Sales are substantially affected by the strength of the building and construction industry, which accounts for the majority of product sales. Raw materials for Aluminum Extrusions, consisting of aluminum ingot, aluminum scrap and various alloys, are purchased from domestic and foreign producers in open-market purchases and under short-term contracts. Profit margins for products in Aluminum Extrusions are sensitive to fluctuations in aluminum ingot and scrap prices, which account for a significant portion of product cost. Aluminum ingot prices are fairly volatile and are generally followed by a corresponding change in selling prices; however, there is no assurance that higher ingot costs can be passed along to customers. Tredegar does not expect critical shortages of aluminum or other required raw materials and supplies. Aluminum Extrusions competes primarily based on the quality and prices of its products and its service with a number of national and regional manufacturers in the industry. Aluminum Extrusions holds two U.S. patents and 12 U.S. trademarks. Technology Tredegar's technology interests include Molecumetics, Ltd. ("Molecumetics"), certain technology-related investments in which Tredegar's ownership is less than 20% (see Note 7 on page 41 of the Annual Report for additional information) and APPX Software, Inc. ("APPX Software"). - 3 - Molecumetics, a subsidiary of Tredegar, operates its rational drug design research laboratory in Seattle, Washington. Molecumetics provides proprietary chemistry for the synthesis of small molecule therapeutics and vaccines. Using synthetic chemistry techniques, researchers can fashion small molecules that imitate the bioactive portion of larger and more complex molecules. For customers in the pharmaceutical and biotechnology industries, these synthetically-produced compounds offer significant advantages over naturally occurring proteins in fighting diseases because they are smaller and more easily absorbed in the human body, less subject to attack by enzymes, more specific in their therapeutic activity, and faster and less expensive to produce. APPX Software is a developer and producer of flexible software tools and applications. The market for software products is very competitive and characterized by short product life cycles. Molecumetics holds three U.S. patents and three U.S. trademarks. Molecumetics has filed a number of other patent applications with respect to its technology. APPX Software owns 12 U.S. copyrights and holds seven U.S. trademarks. Businesses included in the Technology segment spent $6.8 million in 1996, $5.0 million in 1995 and $5.4 million in 1994 for research and development. Miscellaneous Patents, Licenses and Trademarks. Tredegar considers patents, licenses and trademarks to be of significance for Film Products and its Molecumetics and APPX Software subsidiaries. Tredegar routinely applies for patents on significant patentable developments with respect to all of its businesses. Patents owned by Tredegar and its subsidiaries have remaining terms ranging from 1 to 16 years. In addition, Tredegar has licenses under patents owned by third parties. Research and Development. During 1996, 1995 and 1994, approximately $11.1 million, $8.8 million and $8.3 million, respectively, was spent on company-sponsored research and development activities in connection with the businesses of Tredegar and its subsidiaries. Backlog. Backlogs are not material to Tredegar. Government Regulation. Laws concerning the environment that affect or could affect Tredegar's domestic operations include, among others, the Clean Water Act, the Clean Air Act, the Resource Conservation Recovery Act, the Occupational Safety and Health Act, the National Environmental Policy Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), regulations promulgated under these acts, and any other federal, state or local laws or regulations governing environmental matters. - 4 - The operations of Tredegar and its subsidiaries are in substantial compliance with all applicable laws, regulations and permits. In order to maintain substantial compliance with such standards, Tredegar may be required to incur expenditures, the amounts and timing of which are not presently determinable but which could be significant, in constructing new facilities or in modifying existing facilities. From time to time the Environmental Protection Agency may identify Tredegar or one of its subsidiaries as a potentially responsible party with respect to a Superfund site under CERCLA. To date, Tredegar, indirectly, is potentially responsible with respect to three Superfund sites. As a result, Tredegar may be required to expend amounts on remedial investigations and actions at such Superfund sites. Responsible parties under CERCLA may be jointly and severally liable for costs at a site, although typically costs are allocated among the responsible parties. In addition, Tredegar, indirectly, is potentially responsible for one New Jersey Spill Site Act location. Another New Jersey site is being investigated pursuant to the New Jersey Environmental Cleanup Responsibility Act. Employees. Tredegar and its subsidiaries employ approximately 2,200 people. Item 2. PROPERTIES General Most of the improved real property and the other assets of Tredegar and its subsidiaries are owned, and none of the owned property is subject to an encumbrance that is material to the consolidated operations of Tredegar and its subsidiaries. Tredegar considers the condition of the plants, warehouses and other properties and assets owned or leased by Tredegar and its subsidiaries to be generally good. Additionally, Tredegar considers the geographical distribution of its plants to be well-suited to satisfying the needs of its customers. Tredegar believes that the capacity of its plants are adequate for immediate needs of its businesses. Tredegar's plants generally have operated at 70-85 percent of capacity. Tredegar's corporate headquarters offices are located at 1100 Boulders Parkway, Richmond, Virginia 23225. - 5 - Tredegar has the following principal plants and facilities: Film Products Locations Principal Operations Carbondale, Pennsylvania Production of plastic films LaGrange, Georgia Manchester, Iowa New Bern, North Carolina Tacoma, Washington (leased) Terre Haute, Indiana (2) (technical center and production facility) Kerkrade, the Netherlands Sao Paulo, Brazil San Juan, Argentina Fiberlux Locations Principal Operations Pawling, New York Production of vinyl extrusions for Purchase, New York (headquarters) (leased) windows and patio doors Aluminum Extrusions Locations Principal Operations Carthage, Tennessee Production of aluminum Kentland, Indiana extrusions, finishing Newnan, Georgia Technology Molecumetics leases its laboratory space in Bellevue, Washington. Tredegar Investments, Inc. leases office space in Seattle, Washington. APPX Software leases office space in Richmond, Virginia. Item 3. LEGAL PROCEEDINGS None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None - 6 - Executive Officers of Tredegar Set forth below are the names, ages and titles of the executive officers of Tredegar: Name Age Title John D. Gottwald 42 President and Chief Executive Officer Norman A. Scher 59 Executive Vice President, Chief Financial Officer and Treasurer Michael W. Giancaspro 42 Vice President, Corporate Planning Steven M. Johnson 46 Vice President, Corporate Development Douglas R. Monk 51 Vice President and President, Aluminum Extrusions Anthony J. Rinaldi 59 Vice President and President, Film Products Frederick P. Woods 52 Vice President, Personnel Except as described below, each of these officers has served in such capacity since July 10, 1989. Each will hold office until his successor is elected or until his earlier removal or resignation. Michael W. Giancaspro. Mr. Giancaspro served as Director of Corporate Planning from March 31, 1989, until February 27, 1992, when he was elected Vice President, Corporate Planning. Steven M. Johnson. Mr. Johnson served as Secretary of the Corporation until February, 1994. Mr. Johnson served as Vice President, General Counsel and Secretary from July 10, 1989, until July, 1992, when his position was changed to Vice President, Corporate Development and Secretary. Douglas R. Monk. Mr. Monk was elected Vice President on August 29, 1994. Mr. Monk has served as President of The William L. Bonnell Company, Inc. and Capitol Products Corporation since February 23, 1993. He also served as Director of Operations of Tredegar's Aluminum Division. - 7 - Anthony J. Rinaldi. Mr. Rinaldi was elected Vice President on February 27, 1992. Mr. Rinaldi has served as General Manager of Tredegar Film Products since July 1, 1991. During 1991, he also served as Managing Director of European operations. Mr. Rinaldi served as Director of Sales and Marketing for Tredegar Film Products from July 10, 1989 to June, 1991. Frederick P. Woods. Mr. Woods served as Vice President, Employee Relations from July 10, 1989 until December, 1993, when his position was changed to Vice President, Personnel. - 8 - PART II Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information contained on page 50 of the Annual Report under the captions "Dividend Information," "Stock Listing" and "Market Prices of Common Stock and Shareholder Data" is incorporated herein by reference. Item 6. SELECTED FINANCIAL DATA The information for the seven years ended December 31, 1996, contained in the "Seven-Year Summary" on pages 18 and 19 of the Annual Report is incorporated herein by reference. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The textual and tabular information concerning the years 1996, 1995 and 1994 contained on pages 20 through 22, 24 through 30 and 32 and 33 of the Annual Report is incorporated herein by reference. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements contained on pages 35 through 38, the notes to financial statements contained on pages 39 through 49, the report of independent accountants on page 34, and the information under the caption "Selected Quarterly Financial Data (Unaudited)" on page 31 and related notes on page 32-33 of the Annual Report are incorporated herein by reference. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. - 9 - PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information contained on pages 2 through 4 of the Proxy Statement under the caption "Election of Directors" concerning directors and persons nominated to become directors of Tredegar is incorporated herein by reference. See "Executive Officers of Tredegar" at the end of Part I above for information about the executive officers of Tredegar. The information contained on page 4 and 5 of the Proxy Statement under the caption "Stock Ownership" is incorporated herein by reference. Item 11. EXECUTIVE COMPENSATION The information contained on pages 7 through 14 of the Proxy Statement under the caption "Compensation of Executive Officers and Directors" concerning executive compensation is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information contained on pages 4 through 6 of the Proxy Statement under the caption "Stock Ownership" is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. - 10 - PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) Documents: (1) Financial statements - the following consolidated financial statements of the registrant are included on pages 34 to 49 in the Annual Report and are incorporated herein by reference in Item 8. Report of independent accountants. Consolidated balance sheets as of December 31, 1996 and 1995. Consolidated statements of income, cash flows and shareholders' equity for the years ended December 31, 1996, 1995 and 1994. Notes to financial statements. (2) None. (3) Exhibits 3.1 Amended and Restated Articles of Incorporation of Tredegar (filed as Exhibit 3.1 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 3.2 Amended By-laws of Tredegar (filed as Exhibit 3 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference) 4.1 Form of Common Stock Certificate (filed as Exhibit 4.3 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 4.2 Rights Agreement dated as of June 15, 1989, between Tredegar and NationsBank of Virginia, N.A. (formerly Sovran Bank, N.A.), as Rights Agent (filed as Exhibit 4.4 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 4.2.1 Amendment and Substitution Agreement (Rights Agreement) dated as of July 1, 1992, by and among Tredegar, NationsBank of Virginia, N.A. (formerly Sovran Bank, N.A.) and American Stock Transfer & Trust Company (filed as Exhibit 4.2.1 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference) - 11 - 4.3 Loan Agreement dated June 16, 1993 between Tredegar and Metropolitan Life Insurance Company (filed as Exhibit 4 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, and incorporated herein by reference) 4.3.1 Consent and Agreement dated September 26, 1995, between Tredegar Industries, Inc. and Metropolitan Life Insurance Company (filed as Exhibit 4.2 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, and incorporated herein by reference) 4.4 Revolving Credit Facility Agreement dated as of September 7, 1995 among Tredegar Industries, Inc., the banks named therein, Chemical Bank as Administrative Agent and NationsBank N.A. and LTCB Trust Company as Co-Agents (filed as Exhibit 4.1 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, and incorporated herein by reference) 4.4.1 Extension Letter, dated September 16, 1996, extending the maturity date of the Revolving Credit Facility Agreement dated as of September 7, 1995 (filed as Exhibit 4.1 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference) 10.1 Reorganization and Distribution Agreement dated as of June 1, 1989, between Tredegar and Ethyl Corporation ("Ethyl") (filed as Exhibit 10.1 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) *10.2 Employee Benefits Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.2 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 10.3 Tax Sharing Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.3 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 10.5 Indemnification Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.5 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) *10.6 Tredegar 1989 Incentive Stock Option Plan (included as Exhibit A to the Prospectus contained in the Form S-8 Registration Statement No. 33-31047, and incorporated herein by reference) *10.7 Tredegar Bonus Plan (filed as Exhibit 10.7 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) *10.8 Savings Plan for the Employees of Tredegar (filed as Exhibit 4 to the Form S-8 S-8 Registration Statement No. 33-64647, and incorporated herein by reference) - 12 - *10.9 Tredegar Retirement Income Plan (filed as Exhibit 10.9 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1990, and incorporated herein by reference) *10.10 Agreement dated as of June 1, 1989, between Tredegar and Norman A. Scher (filed as Exhibit 10.10 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) *10.10.1 Termination Agreement (with respect to Employment Agreement) dated as of December 31, 1996, between Tredegar and Norman A. Scher (filed herewith) *10.11 Tredegar 1992 Omnibus Stock Incentive Plan (filed as Exhibit 10.12 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference) *10.12 Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.13 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference) *10.13 Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan (filed as Exhibit 10.14 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference) *10.14 Tredegar Industries, Inc. 1996 Incentive Plan (filed herewith ) 10.15 Stock Purchase Agreement by and between Tredegar Investments, Inc. and Precise Technology, Inc. made as of March 11, 1996 (filed as Exhibit 99.1 to Tredegar's Report on Form 8-K, dated March 29, 1996, and incorporated herein by reference) (Schedules and exhibits omitted; Registrant agrees to furnish a copy of any schedule or exhibit to the Securities anf Exchange Commission upon request.) 10.16 Stock Purchase Agreement, and the amendment thereto, by and between Tredegar Industries, Inc. and Long Reach Holdings, Inc. made as of March 27, 1996 (filed as Exhibit 10 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference) (Schedules and exhibits omitted; Registrant agrees to furnish a copy of any schedule or exhibit to the Securities and Exchange Commission upon request.) 11 Statement re: Computation of Earnings Per Share 13 Tredegar Annual Report to Shareholders for the year ended December 31, 1996 (See Note 1) 21 Subsidiaries of Tredegar 23.1 Consent of Independent Accountants 27 Financial Data Schedule *The marked items are management contracts or compensatory plans, contracts or arrangements required to be filed as exhibits to this Form 10-K. - 13 - (b) Reports on Form 8-K None (c) Exhibits The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statement Schedules None Note 1. With the exception of the information incorporated in this Form 10-K by reference thereto, the Annual Report shall not be deemed "filed" as a part of Form 10-K. - 14 - 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. TREDEGAR INDUSTRIES, INC. (Registrant) Dated: February 19, 1997 By /s/ John D. Gottwald ------------------------- John D. Gottwald President 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 indicated on February 19, 1997. Signature Title /s/ John D. Gottwald President (John D. Gottwald) (Principal Executive Officer and Director) /s/ N. A. Scher Executive Vice President, (Norman A. Scher) Treasurer and Director (Principal Financial Officer) /s/ D. Andrew Edwards Corporate Controller (D. Andrew Edwards) (Principal Accounting Officer) /s/ Austin Brockenbrough, III Director (Austin Brockenbrough, III) /s/ Phyllis Cothran Director (Phyllis Cothran) - 15 - /s/ R. W. Goodrum Director (Richard W. Goodrum Director (Bruce C. Gottwald) /s/ Floyd D. Gottwald, Jr. Director (Floyd D. Gottwald) Director (Andre B. Lacy) /s/ Emmett J. Rice Director (Emmett J. Rice) - 16 - EXHIBIT INDEX 3.1 Amended and Restated Articles of Incorporation of Tredegar (filed as Exhibit 3.1 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 3.2 Amended By-laws of Tredegar (filed as Exhibit 3 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference) 4.1 Form of Common Stock Certificate (filed as Exhibit 4.3 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 4.2 Rights Agreement dated as of June 15, 1989, between Tredegar and NationsBank of Virginia, N.A. (formerly Sovran Bank, N.A.), as Rights Agent (filed as Exhibit 4.4 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 4.2.1 Amendment and Substitution Agreement (Rights Agreement) dated as of July 1, 1992, by and among Tredegar, NationsBank of Virginia, N.A. (formerly Sovran Bank, N.A.) and American Stock Transfer & Trust Company (filed as Exhibit 4.2.1 to Tredegar's Annual Report on Form 10- K for the year ended December 31, 1992, and incorporated herein by reference) 4.3 Loan Agreement dated June 16, 1993 between Tredegar and Metropolitan Life Insurance Company (filed as Exhibit 4 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993, and incorporated herein by reference) 4.3.1 Consent and Agreement dated September 26, 1995, between Tredegar Industries, Inc. and Metropolitan Life Insurance Company (filed as Exhibit 4.2 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, and incorporated herein by reference) 4.4 Revolving Credit Facility Agreement dated as of September 7, 1995 among Tredegar Industries, Inc., the banks named therein, Chemical Bank as Administrative Agent and NationsBank N.A. and LTCB Trust Company as Co-Agents (filed as Exhibit 4.1 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, and incorporated herein by reference) 4.4.1 Extension Letter, dated September 16, 1996, extending the maturity date of the Revolving Credit Facility Agreement dated as of September 7, 1995 (filed as Exhibit 4.1 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, and incorporated herein by reference) 10.1 Reorganization and Distribution Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.1 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) *10.2 Employee Benefits Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.2 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 10.3 Tax Sharing Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.3 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) 10.5 Indemnification Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.5 to Tredegar's Annual Report on Form 10- K for the year ended December 31, 1989, and incorporated herein by reference) *10.6 Tredegar 1989 Incentive Stock Option Plan (included as Exhibit A to the Prospectus contained in the Form S-8 Registration Statement No. 33-31047, and incorporated herein by reference) *10.7 Tredegar Bonus Plan (filed as Exhibit 10.7 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) *10.8 Savings Plan for the Employees of Tredegar (filed as Exhibit 4 to the Form S-8 Registration Statement No. 33-64647, and incorporated herein by reference) *10.9 Tredegar Retirement Income Plan (filed as Exhibit 10.9 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1990, and incorporated herein by reference) *10.10 Agreement dated as of June 1, 1989, between Tredegar and Norman A. Scher (filed as Exhibit 10.10 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) *10.10.1 Termination Agreement (with respect to Employment Agreement) dated as of December 31, 1996, between Tredegar and Norman A. Scher (filed herewith) *10.11 Tredegar 1992 Omnibus Stock Incentive Plan (filed as Exhibit 10.12 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference) *10.12 Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.13 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference) *10.13 Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan filed as Exhibit 10.14 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference) *10.14 Tredegar Industries, Inc. 1996 Incentive Plan (filed herewith) 10.15 Stock Purchase Agreement by and between Tredegar Investments, Inc. and Precise Technology, Inc. made as of March 11, 1996 (filed as Exhibit 99.1 to Tredegar's Report on Form 8-K, dated March 29, 1996, and incorporated herein by reference)(Schedules and exhibits omitted; Registrant agrees to furnish a copy of any schedule or exhibit to the Securities and Exchange Commission upon request.) 10.16 Stock Purchase Agreement, and the amendment thereto, by and between Tredegar Industries, Inc. and Long Reach Holdings, Inc. made as of March 27, 1996 (filed as Exhibit 10 to Tredegar's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, and incorporated herein by reference) (Schedules and exhibits omitted; Registrant agrees to furnish a copy of any schedule or exhibit to the Securities and Exchange Commission upon request.) 11 Statement re: Computation of Earnings Per Share 13 Tredegar Annual Report to Shareholders for the year ended December 31, 1996 (See Note 1) 21 Subsidiaries of Tredegar 23.1 Consent of Independent Accountants 27 Financial Data Schedule *The marked items are management contracts or compensatory plans, contracts or arrangements required to be filed as exhibits to this Form 10-K.
                                                                 EXHIBIT 10.10.1

                              TERMINATION AGREEMENT

         THIS TERMINATION AGREEMENT, dated as of the 31st day of December, 1996,
by and between TREDEGAR INDUSTRIES, INC., a Virginia corporation (the "Company")
and NORMAN A. SCHER,  an  individual  residing at 5  Cedaridge  Road,  Richmond,
Virginia 23229 ("Executive").

         WHEREAS,  the Company and  Executive  have  entered  into that  certain
Employment  Agreement dated as of June 1, 1989 (the "Employment  Agreement") and
the Company and Executive desire to terminate such Employment Agreement;

         NOW,  THEREFORE,  in consideration of mutual promises contained herein,
and other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

         1.  Effective  as of the close of business on December  31,  1996,  the
Employment  Agreement is hereby  terminated  and shall have no further  force or
effect  with  respect to the  employment  relationship  between  the Company and
Executive.

         2. Except for the  termination of the  Employment  Agreement the rights
and obligations of the Company and Executive set forth therein, this Termination
Agreement  shall not otherwise  affect the employment  relationship  between the
Company and Executive,  including  without  limitation  Executive's  obligations
under the Patent and  Confidentiality  Agreement  referred to in the  Employment
Agreement and any  independently  existing  obligations of the Company under the
compensation, benefit and welfare plans in which the Company's senior management
is eligible to participate.

         3. This  Termination  Agreement  shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

         4. This  Termination  Agreement  shall  be governed by and construed in
conformity with the laws of the Commonwealth of Virginia.

         IN WITNESS  WHEREOF,  parties  hereto have  executed  this  Termination
Agreement as of the date first above written.


                                                     TREDEGAR INDUSTRIES, INC.


                                                     By:  /s/ John D. Gottwald
                                                              John D. Gottwald
                                                              President

                                                       /s/ N. A. Scher
                                                     Norman A. Scher



                                                                   EXHIBIT 10.14











                            TREDEGAR INDUSTRIES, INC.

                               1996 INCENTIVE PLAN


















ARTICLE I    DEFINITIONS

 1.01.   Administrator...................................................  1
 1.02.   Affiliate.......................................................  1
 1.03.   Agreement.......................................................  1
 1.04.   Board...........................................................  1
 1.05.   Code............................................................  1
 1.06.   Committee.......................................................  1
 1.07.   Common Stock....................................................  1
 1.08.   Company.........................................................  1
 1.09.   Corresponding SAR...............................................  1
 1.10.   Exchange Act....................................................  1
 1.11.   Fair Market Value...............................................  2
 1.12.   Initial Value...................................................  2
 1.13.   Incentive Award.................................................  2
 1.14.   Option..........................................................  2
 1.15.   Participant.....................................................  2
 1.16.   Plan............................................................  2
 1.17.   SAR.............................................................  2
 1.18.   Stock Award.....................................................  3
 1.19.   Ten Percent Shareholder.........................................  3

ARTICLE II   PURPOSES

ARTICLE III  ADMINISTRATION

ARTICLE IV   ELIGIBILITY

ARTICLE V    STOCK SUBJECT TO PLAN

 5.01.   Shares Issued...................................................  6
 5.02.   Aggregate Limit.................................................  6
 5.03.   Reallocation of Shares..........................................  7

ARTICLE VI   OPTIONS

 6.01.   Award...........................................................  7
 6.02.   Option Price....................................................  7
 6.03.   Maximum Option Period...........................................  8
 6.04.   Nontransferability..............................................  8
 6.05.   Transferable Options............................................  9
 6.06.   Employee Status.................................................  9
 6.07.   Exercise........................................................ 10
 6.08.   Payment......................................................... 10
 6.09.   Installment Payment............................................. 11
 6.10.   Shareholder Rights.............................................. 12
 6.11.   Disposition of Stock............................................ 12







ARTICLE VII  SARS

 7.01.   Award........................................................... 12
 7.02.   Maximum SAR Period.............................................. 13
 7.03.   Nontransferability.............................................. 13
 7.04.   Transferable SARs............................................... 14
 7.05.   Exercise........................................................ 14
 7.06.   Employee Status................................................. 15
 7.07.   Settlement...................................................... 15
 7.08.   Shareholder Rights.............................................. 15

ARTICLE VIII STOCK AWARDS

 8.01.   Award........................................................... 15
 8.02.   Vesting......................................................... 16
 8.03.   Performance Objectives.......................................... 16
 8.04.   Employee Status................................................. 16
 8.05.   Shareholder Rights.............................................. 17

ARTICLE IX   INCENTIVE AWARDS

 9.01.   Award........................................................... 17
 9.02.   Terms and Conditions............................................ 18
 9.03.   Nontransferability.............................................. 18
 9.04.   Transferable Incentive Awards................................... 19
 9.05.   Employee Status................................................. 19
 9.06.   Shareholder Rights.............................................. 19

ARTICLE X    ADJUSTMENT UPON CHANGE IN
             COMMON STOCK
 
ARTICLE XI   COMPLIANCE WITH LAW AND
             APPROVAL OF REGULATORY BODIES

ARTICLE XII  GENERAL PROVISIONS

 12.01.  Effect on Employment and Service................................ 22
 12.02.  Unfunded Plan................................................... 22
 12.03.  Rules of Construction........................................... 22

ARTICLE XIII AMENDMENT

ARTICLE XIV  DURATION OF PLAN

ARTICLE XV   EFFECTIVE DATE OF PLAN







                            TREDEGAR INDUSTRIES, INC.
                               1996 INCENTIVE PLAN


                                    ARTICLE I

                                   DEFINITIONS

 
1.01. Administrator means the Committee and any delegate of the  Committee  that
is appointed in accordance with Article III.

1.02. Affiliate means  any "subsidiary"  or  "parent"  corporation  (within  the
meaning of Section 424 of the Code) of the Company.

1.03. Agreement   means   a   written   agreement  (including  any  amendment or
supplement thereto) between the Company and  a  Participant specifying the terms
and conditions  of a Stock Award, an Incentive Award or an Option or SAR granted
to such Participant.

1.04. Board means the Board of Directors of the Company.

1.05. Code means the Internal Revenue Code of 1986, and any amendments thereto.

1.06. Committee means the Executive Compensation Committee of the Board.

1.07. Common Stock means the common stock of the Company.

1.08. Company means Tredegar Industries, Inc.

1.09. Corresponding SAR means an SAR that is granted in relation to a particular
Option and  that  can  be exercised only  upon  the  surrender  to  the  Company
unexercised, of that portion of the Option to which the SAR relates.

1.10. Exchange  Act means the Securities Exchange Act of 1934, as amended and as
in effect on the date of this Agreement.






1.11.  Fair Market Value means,  on any given date, the closing price of a share
of Common  Stock as reported on the New York Stock  Exchange  composite  tape on
such date, or if the Common Stock was not traded on the New York Stock  Exchange
on such day, then on the next  preceding day that the Common Stock was traded on
such exchange,  all as reported by such source as the  Administrator may select.

1.12.  Initial Value means, with respect to an SAR, the Fair Market Value of one
share of Common Stock on the date of grant.

1.13. Incentive Award means an award which, subject to such terms and conditions
as may be prescribed by the Administrator, entitles the Participant to receive a
cash payment from the Company or an Affiliate.

1.14.  Option means a stock option that entitles the holder to purchase from the
Company a stated  number of shares of Common  Stock at the price set forth in an
Agreement.

1.15. Participant means an employee of the Company or an Affiliate, including an
employee who is a member of the Board, or an individual who provides services to
the Company or an Affiliate, who satisfies the requirements of Article IV and is
selected by the  Administrator  to receive a Stock Award, an Option,  an SAR, an
Incentive Award or a combination thereof.

1.16.  Plan means the Tredegar  Industries,  Inc. 1996 Incentive Plan.

1.17. SAR means a stock  appreciation right that in accordance with the terms of
an  Agreement  entitles  the holder to  receive,  with  respect to each share of
Common Stock encompassed by the exercise of such SAR, the amount determined

                                       -2-





by the  Administrator  and specified in an  Agreement.  In the absence of such a
determination,  the holder  shall be entitled to receive,  with  respect to each
share of Common Stock encompassed by the exercise of such SAR, the excess of the
Fair Market Value on the date of exercise over the Initial Value.  References to
"SARs"  include  both  Corresponding  SARs and  SARs  granted  independently  of
Options,  unless the context requires otherwise.

1.18.  Stock Award means Common Stock  awarded to a  Participant  under  Article
VIII.

1.19. Ten Percent  Shareholder means any individual owning more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
or of an Affiliate.  An  individual  shall be considered to own any voting stock
owned  (directly  or  indirectly)  by or  for  his  brothers,  sisters,  spouse,
ancestors or lineal  descendants and shall be considered to own  proportionately
any  voting  stock  owned  (directly  or  indirectly)  by or for a  corporation,
partnership, estate or trust of which such individual is a shareholder,  partner
or beneficiary.

                                   ARTICLE II
                                    PURPOSES

             The Plan is intended to assist the  Company and its  Affiliates  in
recruiting  and retaining  individuals  with ability and  initiative by enabling
such  persons to  participate  in the  future  success  of the  Company  and its
Affiliates and to associate

                                       -3-





their  interests  with those of the  Company and its  shareholders.  The Plan is
intended to permit the grant of both Options qualifying under Section 422 of the
Code ("incentive stock options") and Options not so qualifying, and the grant of
SARs,  Stock Awards and  Incentive  Awards.  No Option that is intended to be an
incentive  stock  option shall be invalid for failure to qualify as an incentive
stock option. The proceeds received by the Company from the sale of Common Stock
pursuant to this Plan shall be used for general corporate purposes.

                                   ARTICLE III

                                 ADMINISTRATION


             The  Plan  shall  be   administered  by  the   Administrator.   The
Administrator  shall have  authority to grant Stock  Awards,  Incentive  Awards,
Options and SARs upon such terms (not  inconsistent  with the provisions of this
Plan) as the  Administrator  may  consider  appropriate.  Such terms may include
conditions (in addition to those  contained in this Plan) on the  exercisability
of  all  or  any  part  of an  Option  or  SAR  or  on  the  transferability  or
forfeitability  of a Stock Award or Incentive  Award.  Notwithstanding  any such
conditions,  the  Administrator  may, in its discretion,  accelerate the time at
which any Option or SAR may be exercised, or the time at which a Stock Award may
become  transferable or  nonforfeitable  or the time at which an Incentive Award
may be settled. In addition,  the Administrator shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of  Agreements;  to
adopt, amend, and rescind rules and regulations pertaining

                                       -4-





to the  administration  of  the  Plan;  and to  make  all  other  determinations
necessary or advisable for the administration of this Plan. The express grant in
the Plan of any specific  power to the  Administrator  shall not be construed as
limiting any power or  authority of the  Administrator.  Any decision  made,  or
action taken, by the  Administrator or in connection with the  administration of
this Plan  shall be final and  conclusive.  Neither  the  Administrator  nor any
member of the  Committee  shall be liable  for any act done in good  faith  with
respect to this Plan or any  Agreement,  Option,  SAR,  Stock Award or Incentive
Award. All expenses of administering this Plan shall be borne by the Company.

             The  Committee,  in its  discretion,  may  delegate  to one or more
officers of the Company or the Executive  Committee of the Board, all or part of
the  Committee's  authority  and  duties  with  respect  to grants and awards to
individuals who are not subject to the reporting and other provisions of Section
16 of the  Exchange  Act.  The  Committee  may  revoke  or amend  the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Committee's delegate or delegates that were consistent with the terms of the
Plan.

                                   ARTICLE IV

                                   ELIGIBILITY


             Any  employee  of  the  Company  or  an   Affiliate   (including  a
corporation  that  becomes an  Affiliate  after the  adoption of this Plan) or a
person who  provides  services  to the  Company  or an  Affiliate  (including  a
corporation that becomes an

                                       -5-





Affiliate  after the adoption of this Plan) is eligible to  participate  in this
Plan if the Administrator,  in its sole discretion,  determines that such person
has contributed  significantly or can be expected to contribute significantly to
the profits or growth of the Company or an  Affiliate.  Directors of the Company
who are employees of the Company or an Affiliate may be selected to  participate
in this Plan. A member of the Committee may not  participate in this Plan during
the  time  that  his  participation  would  prevent  the  Committee  from  being
"disinterested" for purposes of Securities and Exchange Commission Rule 16b-3 as
in effect from time to time.

                                    ARTICLE V

                              STOCK SUBJECT TO PLAN


5.01.  Shares  Issued.  Upon the award of shares of Common  Stock  pursuant to a
Stock Award the Company may issue shares of Common Stock from its authorized but
unissued  Common  Stock.  Upon the exercise of any Option or SAR the Company may
deliver to the  Participant (or the  Participant's  broker if the Participant so
directs),  shares of Common Stock from its authorized but unissued Common Stock.

5.02.  Aggregate Limit.  The maximum  aggregate number of shares of Common Stock
that may be issued under this Plan  pursuant to the exercise of SARs and Options
and the grant of Stock Awards is 450,000 shares. The maximum aggregate number of
shares that may be issued under this Plan as Stock Awards is 100,000 shares. The
maximum aggregate number of shares that may be issued under this

                                       -6-





Plan and the maximum  number of shares that may be issued as Stock  Awards shall
be subject to adjustment as provided in Article X.

5.03.  Reallocation of Shares. If an Option is terminated,  in whole or in part,
for any reason other than its exercise or the  exercise of a  Corresponding  SAR
that is  settled  with  Common  Stock,  the  number of  shares  of Common  Stock
allocated to the Option or portion  thereof may be reallocated to other Options,
SARs and Stock Awards to be granted under this Plan. If an SAR is terminated, in
whole or in part,  for any reason  other than its  exercise or the exercise of a
related  Option,  the number of shares of Common  Stock  allocated to the SAR or
portion thereof may be reallocated to other Options, SARs and Stock Awards to be
granted under this Plan.


                                   ARTICLE VI

                                     OPTIONS


6.01.  Award. In accordance with the provisions of Article IV, the Administrator
will  designate  each  individual  to whom an Option is to be  granted  and will
specify the number of shares of Common Stock  covered by such awards;  provided,
however, that no individual may be granted Options in any calendar year covering
more than 150,000 shares of Common Stock.

6.02.  Option  Price.  The price per share for  Common  Stock  purchased  on the
exercise of an Option shall be  determined by the  Administrator  on the date of
grant,
                                       -7-





but  shall  not be less  than the Fair  Market  Value on the date the  Option is
granted.  Notwithstanding the preceding sentence, the price per share for Common
Stock  purchased on the exercise of any Option that is an incentive stock option
granted  to an  individual  who is a Ten  Percent  Shareholder  on the date such
option is granted,  shall not be less than one hundred ten percent (110%) of the
Fair  Market  Value on the date the  Option is  granted.

6.03.  Maximum  Option  Period.  The  maximum  period in which an Option  may be
exercised shall be determined by the Administrator on the date of grant,  except
that no Option that is an incentive stock option shall be exercisable  after the
expiration of ten years from the date such Option was granted. In the case of an
incentive  stock  option that is granted to a  Participant  who is a Ten Percent
Shareholder on the date of grant, such Option shall not be exercisable after the
expiration of five years from the date of grant. The terms of any Option that is
an incentive  stock option may provide that it is exercisable  for a period less
than such maximum period.

6.04.  Nontransferability.  Except as  provided  in Section  6.05,  each  Option
granted under this Plan shall be  nontransferable  except by will or by the laws
of descent and distribution.  In the event of any such transfer,  the Option and
any  Corresponding  SAR that relates to such Option must be  transferred  to the
same  person or  persons  or entity or  entities.  During  the  lifetime  of the
Participant  to whom the Option is granted,  the Option may be exercised only by
the Participant.

                                       -8-





No right or  interest  of a  Participant  in any Option  shall be liable for, or
subject  to, any lien,  obligation,  or  liability  of such  Participant.

6.05. Transferable Options. Section 6.04 to the contrary notwithstanding, if the
Agreement  provides,  an Option  that is not an  incentive  stock  option may be
transferred  by a  Participant  to the  Participant's  children,  grandchildren,
spouse,  one or  more  trusts  for  the  benefit  of such  family  members  or a
partnership  in which  such  family  members  are the only  partners;  provided,
however, that Participant may not receive any consideration for the transfer. In
addition to transfers described in the preceding sentence, the Administrator may
grant Options that are not  incentive  stock  options that are  transferable  on
other  terms  and  conditions  as may be  permitted  under  Securities  Exchange
Commission  Rule 16b-3,  as in effect from time to time. The holder of an Option
transferred  pursuant  to this  section  shall be bound  by the same  terms  and
conditions  that  governed the Option  during the period that it was held by the
Participant, and may not subsequently transfer the Option, except by will or the
laws of descent and  distribution.  In the event of a transfer  pursuant to this
section,  the Option and any  Corresponding SAR that relates to such Option must
be transferred to the same person or persons or entity or entities.

6.06.  Employee Status. For purposes of determining the applicability of Section
422 of the Code (relating to incentive stock options),  or in the event that the
terms of any Option provide that it may be exercised  only during  employment or
within  a  specified  period  of  time  after  termination  of  employment,  the
Administrator  may decide to what extent leaves of absence for  governmental  or
military service,

                                       -9-





illness,   temporary   disability,   or  other   reasons  shall  not  be  deemed
interruptions  of  continuous  employment.
6.07.  Exercise.  Subject  to the  provisions  of this  Plan and the  applicable
Agreement,  an Option may be exercised in whole at any time or in part from time
to  time  at  such  times  and  in  compliance  with  such  requirements  as the
Administrator shall determine;  provided,  however, that incentive stock options
(granted under the Plan and all plans of the Company and its Affiliates) may not
be  first  exercisable  in a  calendar  year  for  stock  having  a Fair  Market
(determined as of the date an Option is granted) exceeding  $100,000.  An Option
granted  under this Plan may be  exercised  with  respect to any number of whole
shares  less than the full  number for which the Option  could be  exercised.  A
partial  exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan and the applicable Agreement with
respect to the remaining shares subject to the Option. The exercise of an Option
shall result in the  termination of any  Corresponding  SAR to the extent of the
number of shares with respect to which the Option is exercised.
6.08. Payment. Unless otherwise provided by the Agreement, payment of the Option
price  shall  be  made  in  cash  or  a  cash   equivalent   acceptable  to  the
Administrator.  If the Agreement provides,  payment of all or part of the Option
price may be made by  surrendering  shares of Common  Stock to the  Company.  If
Common Stock is used to pay all or part of the Option price, the sum of the cash
and  cash  equivalent  and  the  Fair  Market  Value  (determined  as of the day
preceding the date
                                      -10-





of exercise) of the shares surrendered must not be less than the Option price of
the shares for which the Option is being exercised.

6.09.  Installment Payment. If the Agreement provides, and if the Participant is
employed by the Company on the date the Option is  exercised,  payment of all or
part of the Option price may be made in installments.  In that event the Company
shall lend the Participant an amount equal to not more than ninety percent (90%)
of the Option price of the shares  acquired by the exercise of the Option.  This
amount  shall be  evidenced by the  Participant's  promissory  note and shall be
payable in not more than five equal  annual  installments,  unless the amount of
the loan  exceeds the maximum loan value for the shares  purchased,  which value
shall be established  from time to time by regulations of the Board of Governors
of the Federal Reserve System. In that event, the note shall be payable in equal
quarterly  installments  over a period of time not to  exceed  five  years.  The
Administrator,  however,  may vary such  terms and make  such  other  provisions
concerning  the unpaid  balance of such purchase  price in the case of hardship,
subsequent termination of employment, absence on military or government service,
or subsequent  death of the  Participant  as in its  discretion are necessary or
advisable in order to protect the Company,  promote the purposes of the Plan and
comply with  regulations of the Board of Governors of the Federal Reserve System
relating to securities credit transactions.

             The  Participant  shall pay  interest on the unpaid  balance at the
minimum rate  necessary to avoid  imputed  interest or original  issue  discount
under the Code. All shares acquired with cash borrowed from the Company shall be
pledged to the

                                      -11-





Company  as  security  for  the  repayment  thereof.  In the  discretion  of the
Administrator,  shares of stock may be released from such pledge proportionately
as payments on the note (together with interest) are made,  provided the release
of such shares  complies  with the  regulations  of the Federal  Reserve  System
relating to securities credit transactions then applicable.  While shares are so
pledged,  and so long as there has been no default in the installment  payments,
such shares shall remain registered in the name of the Participant, and he shall
have the right to vote such shares and to receive all dividends  thereon.

6.10.  Shareholder Rights. No Participant shall have any rights as a shareholder
with respect to shares  subject to his Option until the date of exercise of such
Option.

6.11.  Disposition of Stock. A Participant  shall notify the Company of any sale
or other  disposition of Common Stock acquired pursuant to an Option that was an
incentive  stock option if such sale or disposition  occurs (i) within two years
of the grant of an Option or (ii) within one year of the  issuance of the Common
Stock to the  Participant.  Such notice  shall be in writing and directed to the
Secretary of the Company.

                                   ARTICLE VII

                                      SARS


7.01.  Award. In accordance with the provisions of Article IV, the Administrator
will designate  each  individual to whom SARs are to be granted and will specify
the  number  of  shares  covered  by such  awards;  provided,  however,  that no
individual  may be granted SARs in any calendar  year  covering more than 25,000
shares. For

                                      -12-





purposes of the preceding  sentence,  an Option and  Corresponding  SAR shall be
treated  as  a  single  award.   In  addition  no  Participant  may  be  granted
Corresponding  SARs (under all  incentive  stock option plans of the Company and
its  Affiliates)  that are related to incentive  stock  options  which are first
exercisable in any calendar year for stock having an aggregate Fair Market Value
(determined as of the date the related Option is granted) that exceeds $100,000.

7.02.  Maximum SAR Period.  The maximum  period in which an SAR may be exercised
shall be determined by the  Administrator  on the date of grant,  except that no
Corresponding  SAR  that is  related  to an  incentive  stock  option  shall  be
exercisable  after the expiration of ten years from the date such related Option
was granted.  In the case of a Corresponding SAR that is related to an incentive
stock option  granted to a Participant  who is a Ten Percent  Shareholder,  such
Corresponding  SAR shall not be  exercisable  after the expiration of five years
from the date such related  Option was granted.  The terms of any  Corresponding
SAR  that is  related  to an  incentive  stock  option  may  provide  that it is
exercisable   for   a   period   less   than   such   maximum   period.

7.03.  Nontransferability.  Except as provided in Section 7.04, each SAR granted
under  this  Plan  shall  be  nontransferable  except  by will or by the laws of
descent and distribution.  In the event of any such transfer,  Corresponding SAR
and the  related  Option  must be  transferred  to the same person or persons or
entity or entities.  During the lifetime of the  Participant  to whom the SAR is
granted, the SAR may be

                                      -13-





exercised only by the Participant.  No right or interest of a Participant in any
SAR shall be liable for, or subject to, any lien,  obligation,  or  liability of
such  Participant.

7.04.  Transferable  SARs.  Section  7.03 to the contrary  notwithstanding,  the
Administrator may grant transferable SARs to the extent and on such terms as may
be permitted by Securities  Exchange  Commission  Rule 16b-3,  as in effect from
time to time. In the event of any such  transfer,  a  Corresponding  SAR and the
related  Option  must be  transferred  to the same person or person or entity or
entities.  The holder of an SAR transferred pursuant this section shall be bound
by the same terms and conditions that governed the SAR during the period that it
was held by the Participant,  and may not subsequently  transfer the SAR, except
by will or the laws of descent and distribution.

7.05.  Exercise.  Subject  to the  provisions  of this  Plan and the  applicable
Agreement,  an SAR may be exercised in whole at any time or in part from time to
time at such times and in compliance with such requirements as the Administrator
shall determine;  provided, however, that a Corresponding SAR that is related to
an incentive  stock option may be exercised  only to the extent that the related
Option is  exercisable  and only when the Fair Market  Value  exceeds the option
price of the related  Option.  An SAR granted  under this Plan may be  exercised
with  respect to any number of whole  shares less than the full number for which
the SAR could be  exercised.  A partial  exercise of an SAR shall not affect the
right to exercise the SAR from time to time in accordance with this Plan and the
applicable  Agreement  with respect to the remaining  shares subject to the SAR.
The exercise of a

                                      -14-





Corresponding  SAR shall result in the  termination of the related Option to the
extent of the number of shares with respect to which the SAR is exercised.
7.06.  Employee Status. If the terms of any SAR provide that it may be exercised
only during employment or within a specified period of time after termination of
employment,  the  Administrator  may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability or other reasons
shall not be deemed interruptions of continuous employment.

7.07.  Settlement.  At the Administrator's  discretion,  the amount payable as a
result of the  exercise  of an SAR may be settled in cash,  Common  Stock,  or a
combination  of cash and Common Stock.  No fractional  share will be deliverable
upon the exercise of an SAR but a cash payment will be made in lieu thereof.

7.08.  Shareholder Rights. No Participant shall, as a result of receiving an SAR
award,  have any rights as a shareholder  of the Company or any Affiliate  until
the date that the SAR is  exercised  and then only to the extent that the SAR is
settled by the issuance of Common Stock.

                                  ARTICLE VIII

                                  STOCK AWARDS


8.01.  Award. In accordance with the provisions of Article IV, the Administrator
will  designate  each  individual  to whom a Stock  Award is to be made and will
specify the number of shares of Common Stock  covered by such awards;  provided,
however,  that no Participant  may receive Stock Awards in any calendar year for
more than 25,000 shares of Common Stock.

                                      -15-





8.02. Vesting. The Administrator, on the date of the award, may prescribe that a
Participant's  rights in the  Stock  Award  shall be  forfeitable  or  otherwise
restricted  for a period of time or  subject  to such  conditions  as may be set
forth in the Agreement.  If a Stock Award is not nonforfeitable and transferable
upon its  grant,  the  period  of  restriction  shall be at least  three  years;
provided,  however, that the minimum period of restriction shall be at least one
year  in  the  case  of  a  Stock  Award  that  will  become   transferable  and
nonforfeitable  on  account  of  the  satisfaction  of  performance   objectives
prescribed by the Administrator.

8.03. Performance Objectives. In accordance with Section 8.02, the Administrator
may prescribe that Stock Awards will become vested or transferable or both based
on  objectives  stated  with  respect to the  Company's,  an  Affiliate's  or an
operating unit's return on equity, earnings per share, total earnings,  earnings
growth,  return on  capital,  return on assets,  or Fair  Market  Value.  If the
Administrator,  on the date of award, prescribes that a Stock Award shall become
nonforfeitable   and  transferable  only  upon  the  attainment  of  performance
objectives  stated with respect to one or more of the  foregoing  criteria,  the
shares subject to such Stock Award shall become  nonforfeitable and transferable
only to the extent that the  Administrator  certifies that such  objectives have
been achieved.

8.04.  Employee  Status.  In the event that the terms of any Stock Award provide
that shares may become  transferable  and  nonforfeitable  thereunder only after
completion of a specified period of employment,  the Administrator may decide in
each case to what extent leaves of absence for governmental or military service,
illness,

                                      -16-





temporary  disability,  or other  reasons shall not be deemed  interruptions  of
continuous  employment.

8.05.  Shareholder  Rights.  Prior to their  forfeiture (in accordance  with the
applicable  Agreement and while the shares of Common Stock  granted  pursuant to
the Stock Award may be forfeited or are  nontransferable),  a  Participant  will
have all rights of a  shareholder  with respect to a Stock Award,  including the
right to receive dividends and vote the shares;  provided,  however, that during
such  period  (i) a  Participant  may  not  sell,  transfer,  pledge,  exchange,
hypothecate,  or otherwise dispose of shares of Common Stock granted pursuant to
a Stock  Award,  (ii) the  Company  shall  retain  custody  of the  certificates
evidencing  shares of Common Stock granted  pursuant to a Stock Award, and (iii)
the  Participant  will deliver to the Company a stock power,  endorsed in blank,
with respect to each Stock Award.  The  limitations  set forth in the  preceding
sentence  shall not apply  after the shares of Common  Stock  granted  under the
Stock Award are transferable and are no longer forfeitable.

                                   ARTICLE IX

                                INCENTIVE AWARDS

9.01.  Award. The Administrator  shall designate  Participants to whom Incentive
Awards are made. All Incentive Awards shall be finally determined exclusively by
the  Administrator  under  the  procedures  established  by  the  Administrator;
provided, however, that no Participant may receive an Incentive Award payment in
any calendar year that exceeds the lesser of (i) 75% of the  Participant's  base
salary (prior
                                      -17-





to any salary  reduction or deferral  elections)  as of the date of grant of the
Incentive Award or (ii) $250,000.

9.02. Terms and Conditions. The Administrator, at the time an Incentive Award is
made, shall specify the terms and conditions which govern the award.  Such terms
and conditions  shall prescribe that the Incentive Award shall be earned only to
the extent  that the  Company,  an  Affiliate  or an  operating  unit,  during a
performance period of at least one year,  achieves objectives based on return on
equity, earnings per share, total earnings,  earnings growth, return on capital,
return  on assets or Fair  Market  Value.  Such  terms and  conditions  also may
include other limitations on the payment of Incentive Awards  including,  by way
of example and not of limitation,  requirements that the Participant  complete a
specified  period of  employment  with the Company or an  Affiliate  or that the
Company, an Affiliate,  or the Participant attain stated objectives or goals (in
addition to those  prescribed  in accordance  with the preceding  sentence) as a
prerequisite to payment under an Incentive Award. The Administrator, at the time
an Incentive  Award is made,  shall also  specify when amounts  shall be payable
under the Incentive  Award and whether  amounts shall be payable in the event of
the Participant's death, disability, or retirement.

9.03.  Nontransferability.  Except as provided in Section 9.04, Incentive Awards
granted under this Plan shall be  nontransferable  except by will or by the laws
of  descent  and  distribution.  No right or  interest  of a  Participant  in an
Incentive  Award shall be liable for,  or subject to, any lien,  obligation,  or
liability of such Participant.
                                      -18-





9.04.   Transferable   Incentive   Awards.   Section   9.03   to  the   contrary
notwithstanding,  the Administrator may grant  transferable  Incentive Awards to
the extent and on such terms and  conditions  as may be permitted by  Securities
Exchange Commission Rule 16b-3, as in effect from time to time. The holder of an
Incentive Award transferred  pursuant to this section shall be bound by the same
terms and conditions that governed the Incentive Award during the period that it
was held by the  Participant,  and may not  subsequently  transfer the Incentive
Award,  except by will or the laws of descent and distribution.

9.05. Employee Status. If the terms of an Incentive Award provide that a payment
will be made  thereunder  only if the  Participant  completes a stated period of
employment,  the  Administrator  may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability or other reasons
shall not be deemed interruptions of continuous employment.

9.06.  Shareholder  Rights.  No Participant  shall,  as a result of receiving an
Incentive  Award,  have  any  rights  as a  shareholder  of the  Company  or any
Affiliate on account of such award.

                                      -19-





                                    ARTICLE X

                     ADJUSTMENT UPON CHANGE IN COMMON STOCK


             The maximum  number of shares as to which  Options,  SARs and Stock
Awards may be granted under this Plan,  the terms of  outstanding  Stock Awards,
Options, and SARs, and the per individual limitations on the number of shares or
Units  for which  Options,  SARs,  and Stock  Awards  may be  granted,  shall be
adjusted as the Committee shall determine to be equitably  required in the event
that (a) the Company (i) effects one or more stock  dividends,  stock split-ups,
subdivisions  or  consolidations  of shares or (ii) engages in a transaction  to
which Section 424 of the Code applies or (b) there occurs any other event which,
in the judgment of the Committee  necessitates  such action.  Any  determination
made under this Article X by the Committee shall be final and conclusive.

             The  issuance  by the  Company of shares of stock of any class,  or
securities  convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe  therefor,  or upon conversion of shares or obligations
of the  Company  convertible  into such  shares or other  securities,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
maximum  number of  shares as to which  Options,  SARs and Stock  Awards  may be
granted,  the per  individual  limitations  on the  number of  shares  for which
Options,  SARs and Stock Awards may be granted or the terms of outstanding Stock
Awards, Options or SARs.

                                      -20-





             The  Committee may make Stock Awards and may grant Options and SARs
in substitution  for performance  shares,  phantom shares,  stock awards,  stock
options,  stock appreciation rights, or similar awards held by an individual who
becomes  an  employee  of the  Company  or an  Affiliate  in  connection  with a
transaction  described in the first paragraph of this Article X. Notwithstanding
any provision of the Plan (other than the limitation of Section 5.02), the terms
of such  substituted  Stock  Awards  or  Option  or SAR  grants  shall be as the
Committee, in its discretion, determines is appropriate.

                                   ARTICLE XI

                             COMPLIANCE WITH LAW AND
                          APPROVAL OF REGULATORY BODIES


             No Option or SAR shall be  exercisable,  no Common  Stock  shall be
issued,  no certificates  for shares of Common Stock shall be delivered,  and no
payment shall be made under this Plan except in compliance  with all  applicable
federal  and  state  laws  and  regulations   (including,   without  limitation,
withholding tax  requirements),  any listing agreement to which the Company is a
party,  and the rules of all domestic  stock  exchanges  on which the  Company's
shares may be listed.  The Company shall have the right to rely on an opinion of
its  counsel as to such  compliance.  Any share  certificate  issued to evidence
Common  Stock  when a Stock  Award is  granted  or for which an Option or SAR is
exercised  may bear such legends and  statements as the  Administrator  may deem
advisable to assure  compliance with federal and state laws and regulations.  No
Option or SAR shall be exercisable, no Stock Award shall be

                                      -21-





granted,  no Common Stock shall be issued,  no  certificate  for shares shall be
delivered,  and no payment  shall be made under this Plan until the  Company has
obtained such consent or approval as the  Administrator  may deem advisable from
regulatory bodies having jurisdiction over such matters.

                                   ARTICLE XII

                               GENERAL PROVISIONS


12.01. Effect on Employment and Service.  Neither the adoption of this Plan, its
operation,  nor any documents  describing or referring to this Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ or
service of the Company or an  Affiliate or in any way affect any right and power
of the Company or an  Affiliate to terminate  the  employment  or service of any
individual  at any time with or  without  assigning  a reason  therefor.

12.02.  Unfunded  Plan.  The Plan,  insofar as it provides for grants,  shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be  represented  by grants  under this Plan.  Any  liability  of the
Company to any person  with  respect to any grant under this Plan shall be based
solely upon any  contractual  obligations  that may be created  pursuant to this
Plan.  No such  obligation  of the Company  shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.

12.03. Rules of Construction. Headings are given to the articles and sections of
this Plan solely as a convenience to facilitate reference. The reference to any

                                      -22-





statute,  regulation,  or other  provision of law shall be construed to refer to
any amendment to or successor of such provision of law.

                                  ARTICLE XIII

                                    AMENDMENT


             The  Board  may  amend or  terminate  this  Plan from time to time;
provided,  however,  that no amendment may become  effective  until  shareholder
approval is obtained if (i) the  amendment  increases  the  aggregate  number of
shares of Common  Stock that may be issued  under the Plan,  (ii) the  amendment
changes the class of individuals  eligible to become  Participants  or (iii) the
amendment materially increases the benefits that may be provided under the Plan.
No amendment shall, without a Participant's consent, adversely affect any rights
of such Participant under any outstanding Stock Award,  Option, SAR or Incentive
Award outstanding at the time such amendment is made.


                                   ARTICLE XIV

                                DURATION OF PLAN


             No Stock Award, Option, SAR or Incentive Award may be granted under
this Plan after  February 20, 2006.  Stock Awards,  Options,  SARs and Incentive
Awards  granted  before that date shall  remain valid in  accordance  with their
terms.


                                      -23-




                                   ARTICLE XV

                             EFFECTIVE DATE OF PLAN


             Options,  SARs and Incentive  Awards may be granted under this Plan
upon its adoption by the Board,  provided that no Option, SAR or Incentive Award
shall be effective or exercisable  unless this Plan is approved by a majority of
the votes  entitled to be cast by the Company's  shareholders,  voting either in
person or by proxy, at a duly held shareholders' meeting within twelve months of
such adoption. Stock Awards may be granted under this Plan upon the later of its
adoption by the Board or its approval by  shareholders  in  accordance  with the
preceding sentence.


                                      -24-






                          EXHIBIT 11 - Computations of Earnings Per Share

                             Tredegar Industries, Inc. and Subsidiaries
                              (In thousands, except per-share amounts)

- ----------------------------------------------------------------------------------------------------- 1996 1995 1994 - ----------------------------------------------------------------------------------------------------- Income from continuing operations $ 45,035 $ 24,053 $ 1,417 Income from discontinued Energy segment operations - - 37,218 ==================================== Net income $ 45,035 $ 24,053 $ 38,635 ==================================== Earnings per share common and dilutive common equivalent share as reported (1): Continuing operations $ 3.44 $ 1.80 $ 0.09 Discontinued Energy segment operations - - 2.40 ==================================== Net income $ 3.44 $ 1.80 $ 2.49 ==================================== PRIMARY EARNINGS PER SHARE: Shares issuable upon the assumed exercise of outstanding stock options (2) 897 454 90 Weighted average common shares outstanding during period 12,208 12,916 15,524 ------------------------------------ Weighted average common and dilutive common equivalent shares 13,105 13,370 15,614 ==================================== Primary earnings per share (1) $ 3.44 $ 1.80 $ 2.47 ==================================== FULLY DILUTED EARNINGS PER SHARE: Shares issuable upon the assumed exercise of outstanding stock options (3) 988 618 135 Weighted average common shares outstanding during period 12,208 12,916 15,524 ------------------------------------ Weighted average common and dilutive common equivalent shares 13,196 13,534 15,659 ==================================== Fully diluted earnings per share (3) $ 3.41 $ 1.78 $ 2.47 ====================================
Notes: (1) Shares used to compute earnings per common and dilutive common equivalent share include common stock equivalents for the years ended December 31, 1996 and 1995. (2) Computed using the average market price during the related period. (3) Computed using the higher of the average market price during the related period and the market price at the end of the related period. Fully diluted earnings per common and dilutive common equivalent share is not materially different (dilutive by 3% or more) from earnings per common and dilutive common equivalent share reported in the consolidated statements of income.


FINANCIAL SUMMARY

% Increase Years Ended December 31 1996 1995 (Decrease) - ----------------------------------------------------------------------------------------------- (In thousands, except per-share amounts) - ----------------------------------------------------------------------------------------------- Net income: - ----------------------------------------------------------------------------------------------- As reported $45,035 $24,053 87 Excluding unusual items (a) 36,556 24,094 52 Excluding unusual items and technology-related investment gains/losses (a) (b) 35,187 24,538 43 - ----------------------------------------------------------------------------------------------- Earnings per common and dilutive common equivalent share: - ----------------------------------------------------------------------------------------------- As reported 3.44 1.80 91 Excluding unusual items (a) 2.79 1.80 55 Excluding unusual items and technology-related investment gains/losses (a) (b) 2.69 1.84 46 - ----------------------------------------------------------------------------------------------- Ongoing operations (b): - ----------------------------------------------------------------------------------------------- Net sales 489,040 472,709 3 EBITDA (c) 71,914 56,283 28 Technology-related investment gains (losses) (a) 2,139 (694) - Depreciation and amortization 18,507 17,579 5 Capital expenditures 22,698 17,778 28 Research and development expenses 11,066 8,763 26 - ----------------------------------------------------------------------------------------------- Financial position and other data: - ----------------------------------------------------------------------------------------------- Cash and cash equivalents 101,261 2,145 4,621 Debt outstanding 35,000 35,000 - Shareholders' equity 212,545 170,521 25 Credit available under 5-year revolving credit facility 275,000 275,000 - Shares outstanding at end of period 12,238 12,176 1 Weighted average shares used to compute earnings per common and dilutive common equivalent share 13,105 13,370 (2) Dividends per share .26 .18 44 Equity per share 17.37 14.00 24 - ----------------------------------------------------------------------------------------------- Closing market price per share: - ------------------------------------------------------------------------------ High 45.38 23.17 Low 20.50 11.58 End of year 40.13 21.50 - ------------------------------------------------------------------------------ Total return to shareholders 87.8% 87.2 % - ------------------------------------------------------------------------------
(a) See page 24 for an explanation of unusual items. During 1996, Tredegar realized a gain of $2,139 ($1,369 after income taxes) on the sale of its equity investment in Indigo Medical, Inc., to Johnson & Johnson. During 1995, Tredegar recognized a charge of $694 ($444 after income tax benefits) for the write-off of another medical technology investment. See Note 7 on page 41 for information on Tredegar's remaining technology-related investments. (b) Ongoing operations exclude Molded Products and Brudi, which were divested in 1996. On a pro forma basis, excluding unusual items, investment gains/losses, the operating results of Molded Products and Brudi and including pro forma interest income on divestiture proceeds at a rate of approximately 3.5% after income taxes, net income in 1996 and 1995 would have been $35,357 ($2.70 per share) and $25,851 ($1.93 per share), respectively. See Note 19 on page 47 for further information regarding divested operations. (c) Ongoing EBITDA is earnings before interest, taxes, depreciation, amortization, unusual items, technology-related investment gains/losses, and divested and discontinued operations. See Note (o) on page 33 for further explanation. FINANCIAL REVIEW TABLE OF CONTENTS - -------------------------------------------------------------------------- Seven-Year Summary 18 Segment Tables 20 Shareholder Value 23 Results of Operations 24 Financial Condition 26 Business Segment Review 27 Selected Quarterly Financial Data 31 Notes to Financial Tables 32 Independent Accountants' & Management's Reports 34 Consolidated Statements of Income 35 Consolidated Balance Sheets 36 Consolidated Statements of Cash Flows 37 Consolidated Statement of Shareholders' Equity 38 Notes to Financial Statements 39 Shareholder Information 50 SEVEN-YEAR SUMMARY Tredegar Industries, Inc. and Subsidiaries
Years Ended December 31 1996 1995 1994 1993 1992 1991 1990 - --------------------------------------------------------------------------------------------------------------------------------- (In thousands, except per-share data) Results of Operations (a)(b)(c): Net sales $523,551 $589,454 $502,208 $449,208 $445,229 $439,186 $505,884 Other income (expense), net 4,248 (669) (296) (387) 226 745 861 -------- --------- --------- --------- -------- -------- ------- 527,799 588,785 501,912 448,821 445,455 439,931 506,745 -------- --------- --------- --------- -------- -------- ------- Cost of goods sold 417,270 490,510 419,823 379,286 370,652 373,429 450,843 Selling, general and administrative expenses 39,719 48,229 47,978 47,973 48,130 49,764 54,457 Research and development expenses 11,066 8,763 8,275 9,141 5,026 4,541 4,850 Interest expense (d) 2,176 3,039 4,008 5,044 5,615 7,489 7,101 Unusual items (11,427)(e) (78)(f) 16,494(g) 452(h) 90(i) 721(j) 32,915(k) -------- ------- -------- ------- ------- ------- ------- 458,804 550,463 496,578 441,896 429,513 435,944 550,166 -------- ------- -------- ------- ------- ------- ------- Income (loss) from continuing operations before income taxes 68,995 38,322 5,334 6,925 15,942 3,987 (43,421) Income taxes 23,960 14,269 3,917 3,202 6,425 1,468 (14,734) -------- ------- -------- ------- ------- ------- -------- Income (loss) from continuing operations(a)(b)(c) 45,035 24,053 1,417 3,723 9,517 2,519 (28,687) Income from discontinued Energy segment opera- tions(b) - - 37,218 6,784 5,795 3,104 4,001 -------- ------- -------- ------- ------- ------- -------- Net income (loss) before extraordinary item and cumulative effect of accounting changes 45,035 24,053 38,635 10,507 15,312 5,623 (24,686) Extraordinary item-prepayment premium on extinguishment of debt (net of tax) - - - (1,115) - - - Cumulative effect of accounting changes - - - 150 - - - -------- ------- -------- ------- ------- ------- -------- Net income (loss) $ 45,035 $24,053 $38,635 $9,542 $15,312 $ 5,623 $(24,686) - --------------------------------------------------------------------------------------------------------------------------------- Share Data: Earnings (loss) per common and dilutive common equivalent share: Continuing operations(a)(b)(c) $ 3.44 $ 1.80 $ .09 $ .23 $ .58 $ .15 $ (1.69) Discontinued Energy segment operations(b) - - 2.40 .42 .36 .19 .24 -------- ------- -------- ------- ------- ------- -------- Before extraordinary item and cumulative 3.44 1.80 2.49 .65 .94 .34 (1.45) effect of accounting changes Net income (loss) 3.44 1.80 2.49 .59 .94 .34 (1.45) Equity per share 17.37 14.00 12.74 10.35 9.94 9.19 9.01 Cash dividends declared per share .26 .18 .16 .16 .16 .16 .16 Weighted average shares used to compute earnings per common and dilutive common equivalent share 13,105 13,370 15,524 16,343 16,341 16,341 16,944 Shares outstanding at end of period 12,238 12,176 13,488 16,343 16,341 16,341 16,341 Closing market price per share: High 45.38 23.17 12.42 12.00 12.42 7.17 10.50 Low 20.50 11.58 9.33 8.33 6.67 4.25 4.67 End of year 40.13 21.50 11.58 10.00 10.33 6.67 4.92 Total return to shareholders(l) 87.8% 87.2% 17.4% (1.7)% 57.4% 38.8% (52.0)% Financial Position and Other Data: Total assets 341,077 314,052 318,345 353,383 354,910 355,415 339,114 Working capital excluding cash and cash equivalents 31,860 54,504 53,087 62,064 56,365 60,341 70,890 Ending consolidated capital employed(m) 146,284 203,376 200,842 266,088 263,897 249,723 244,971 Current ratio 3.2:1 1.8:1 1.9:1 2.1:1 2.0:1 2.1:1 2.2:1 Cash and cash equivalents 101,261 2,145 9,036 - - 500 2,290 Capital employed of divested and discontinued operations (Molded Products, Brudi and the Energy segment)(b)(m) - 60,144 59,267 98,903 96,830 92,365 82,502 Debt 35,000 35,000 38,000 97,000 101,500 100,000 100,000 Shareholders' equity (net book value) 212,545 170,521 171,878 169,088 162,397 150,223 147,261 Equity market capitalization(n) 491,050 261,784 156,236 163,430 168,857 108,940 80,398 Net debt (cash) (debt less cash and cash equivalents) as a % of net capitalization (45.3)% 16.2% 14.4% 36.5% 38.5% 39.8% 39.9% Other financial data excluding unusual items, technology-related investment activities and divested and discontinued operations(a)(b)(c): Net sales 489,040 472,709 396,738 356,750 344,296 337,151 370,052 EBITDA(o) 71,914 56,283 45,684 31,734 36,334 36,203 24,171 Depreciation 18,451 17,553 17,089 17,550 16,373 16,566 15,361 Amortization of intangibles 56 26 463 1,712 3 3 3 Capital expenditures 22,698 17,778 11,985 12,729 17,431 18,072 25,701 Acquisitions - 3,637 - - 13,884 - - Ending capital employed(m) 140,236 139,822 138,625 165,635 163,117 154,208 161,719 Average capital employed(m) 140,029 139,224 152,130 164,376 158,663 157,964 167,064 Unleveraged after-tax earnings(p) 33,913 24,498 17,603 7,544 12,558 12,397 5,740 Return on average capital employed(q) 24.2% 17.6% 11.6% 4.6% 7.9% 7.8% 3.4% EBITDA as % of net sales 14.7% 11.9% 11.5% 8.9% 10.6% 10.7% 6.5% Effective income tax rate 36.5% 36.6% 37.1% 39.5% 36.7% 36.3% - - --------------------------------------------------------------------------------------------------------------------------------- Refer to Notes to Financial Tables on page 32
SEGMENT TABLES Tredegar Industries Inc. and Subsidiaries
Net Sales - ----------------------------------------------------------------------------------------------------------------------------------- Segment 1996 1995 1994 1993 1992 1991 1990 - ----------------------------------------------------------------------------------------------------------------------------------- (In thousands) Film Products and Fiberlux $267,870 $249,099 $200,151 $187,291 $193,772 $193,753 $176,705 Aluminum Extrusions 219,044 221,657 193,870 166,465 150,524 143,398 193,347 Technology 2,126 1,953 2,717 2,994 - - - -------- -------- -------- -------- -------- -------- -------- Total ongoing operations (r)(t) 489,040 472,709 396,738 356,750 344,296 337,151 370,052 Divested operations (b): Molded Products 21,131 84,911 76,579 68,233 80,834 87,860 107,995 Brudi and plant shut down and business held for sale in 1990 13,380 31,834 28,891 24,225 20,099 14,175 27,837 -------- -------- -------- -------- -------- -------- -------- Total $523,551 $589,454 $502,208 $449,208 $445,229 $439,186 $505,884 =================================================================================================================================== Operating Profit - ----------------------------------------------------------------------------------------------------------------------------------- Segment 1996 1995 1994 1993 1992 1991 1990 - ----------------------------------------------------------------------------------------------------------------------------------- (In thousands) Film Products and Fiberlux (t): Ongoing operations $44,378 $36,471 $35,676 $22,877 $26,573 $32,945 $20,311 Unusual items 680(e) 1,750(f) - (1,815)(h) - 2,797(j) - ------- ------ ------- ------- ------- ------- -------- 45,058 38,221 35,676 21,062 26,573 35,742 20,311 Aluminum Extrusions: Ongoing operations 23,371 16,777 11,311 7,964 4,180 (4,247) (1,713) Unusual items - - - - - - (30,084)(k) ------- ------ ------- ------- ------- ------- -------- 23,371 16,777 11,311 7,964 4,180 (4,247) (31,797) Technology: Molecumetics (6,564) (4,769) (3,534) (3,324) (1,031) - - Investments and other (s) 2,021 (1,261) (5,354) (6,380) (834) - - Unusual items - (1,672)(f) (9,521)(g) 2,263(h) 1,092(i) - - ------- ------ ------- ------- ------- ------- -------- (4,543) (7,702) (18,409) (7,441) (773) - - Divested operations (b): Molded Products 1,011 2,718 (2,484) (228) 1,176 (9,307) (8,908) Brudi and plant shut down and business held for sale in 1990 231 222 (356) 177 513 1,870 (3,304) Unusual items 10,747(e) - (6,973)(g) - (1,182)(i) (3,518)(j) (2,831)(k) ------- ------ ------- ------- ------- ------- -------- 11,989 2,940 (9,813) (51) 507 (10,955) (15,043) ------- ------ ------- ------- ------- ------- -------- Total operating profit (loss) 75,875 50,236 18,765 21,534 30,487 20,540 (26,529) Interest income (u) 2,956 333 544 - - - - Interest expense (d) 2,176 3,039 4,008 5,044 5,615 7,489 7,101 Corporate expenses, net 7,660 9,208 9,967 9,565(h) 8,930 9,064 9,791 ------- ------ ------- ------- ------- ------- -------- Income (loss) from continuing operations before income taxes 68,995 38,322 5,334 6,925 15,942 3,987 (43,421) Income taxes 23,960 14,269 3,917 3,202 6,425 1,468 (14,734) ------- ------ ------- ------- ------- ------- -------- Income (loss) from continuing operations (a) 45,035 24,053 1,417 3,723 9,517 2,519 (28,687) Income from discontinued Energy segment operations (b) - - 37,218 6,784 5,795 3,104 4,001 ------- ------ ------- ------- ------- ------- -------- Net income (loss) before extraordinary item and cumulative effect of accounting changes $45,035 $24,053 $38,635 $10,507 $15,312 $5,623 $(24,686) ===================================================================================================================================
Refer to Notes to Financial Tables on page 32.
Identifiable Assets - ------------------------------------------------------------------------------------------------------------------------------ Segment 1996 1995 1994 1993 1992 1991 1990 - ------------------------------------------------------------------------------------------------------------------------------ (In thousands) Film Products and Fiberlux (t) $122,723 $124,426 $115,310 $116,583 $119,915 $110,630 $ 98,716 Aluminum Extrusions 83,814 80,955 89,406 89,498 93,365 95,000 116,391 Technology: Molecumetics 2,911 2,018 1,536 1,926 1,415 - - Investments and other (s) 7,760 5,442 5,780 13,321 15,441 3,334 750 -------- -------- --------- --------- -------- -------- -------- Identifiable assets for ongoing operations 217,208 212,841 212,032 221,328 230,136 208,964 215,857 Nonoperating assets held for sale - 6,057 5,018 3,605 4,330 13,600 8,670 General corporate 22,608 20,326 12,789 12,031 11,745 9,447 6,647 Cash and cash equivalents 101,261 2,145 9,036 - - 500 2,290 Divested operations (b): Molded Products - 44,173 48,932 54,487 50,151 52,132 77,566 Brudi and business held for sale in 1990 - 28,510 30,538 30,956 28,744 26,416 5,238 Net assets of discontinued Energy segment operations (b) - - - 30,976 29,804 24,356 22,846 -------- -------- --------- --------- -------- -------- -------- Total $341,077 $314,052 $318,345 $353,383 $354,910 $335,415 $339,114 ============================================================================================================================== Depreciation and Amortization - ------------------------------------------------------------------------------------------------------------------------------ Segment 1996 1995 1994 1993 1992 1991 1990 - ------------------------------------------------------------------------------------------------------------------------------ (In thousands) Film Products and Fiberlux $11,769 $10,343 $9,741 $10,026 $8,580 $7,847 $5,644 Aluminum Extrusions 5,407 5,966 5,948 6,240 7,093 8,033 9,153 Technology: Molecumetics 780 592 573 443 - - - Investments and other (s) 161 197 720 1,868 - - - ------- -------- ------- ------- ------- ------- ------- Subtotal 18,117 17,098 16,982 18,577 15,673 15,880 14,797 General corporate 390 481 570 685 703 689 567 ------- ------- ------- ------- ------- ------- ------- Total ongoing operations 18,507 17,579 17,552 19,262 16,376 16,569 15,364 Divested operations (b): Molded Products 1,261 5,055 5,956 5,289 5,416 7,835 7,958 Brudi and plant shut down and business held for sale in 1990 550 1,201 1,337 1,272 1,085 798 1,083 ------- ------- ------- ------- ------- ------- ------- Total $20,318 $23,835 $24,845 $25,823 $22,877 $25,202 $24,405 ==============================================================================================================================
Refer to Notes to Financial Tables on page 32.
Capital Expenditures, Acquisitions and Investments - -------------------------------------------------------------------------------------------------------------------------------- Segment 1996 1995 1994 1993 1992 1991 1990 - -------------------------------------------------------------------------------------------------------------------------------- (In thousands) Film Products and Fiberlux $12,349 $11,199 $ 7,126 $ 6,575 $13,214 $10,055 $15,254 Aluminum Extrusions 8,598 5,454 4,391 1,870 2,487 7,594 9,302 Technology: Molecumetics 1,594 894 178 939 1,414 - - Other (s) 14 - 99 905 - - - ------- ------- ------- ------- ------- ------- ------- Subtotal 22,555 17,547 11,794 10,289 17,115 17,649 24,556 General corporate 143 231 191 2,440 316 423 1,145 ------- ------- ------- ------- ------- ------- ------- Capital expenditures for ongoing operations 22,698 17,778 11,985 12,729 17,431 18,072 25,701 Divested operations (b): Molded Products 1,158 6,553 2,988 3,235 2,441 2,897 8,891 Brudi and plant shut down and business held for sale in 1990 104 807 606 516 833 391 207 ------- ------- ------- ------- ------- ------- ------- Total capital expenditures 23,960 25,138 15,579 16,480 20,705 21,360 34,799 Acquisitions and other investments (s) 3,138 5,541 1,400 5,699 17,622 25,654 - ------- ------- ------- ------- ------- ------- ------- Total capital expenditures, acquisitions and investments $27,098 $30,679 $16,979 $22,179 $38,327 $47,014 $34,799 ================================================================================================================================
Refer to Notes to Financial Tables on page 32. SHAREHOLDER VALUE Tredegar's primary objective is to enhance shareholder value. The ultimate measure of value creation is total return on common stock. The total return on Tredegar's common stock was 87.8% in 1996 and 87.2% in 1995. This compares favorably to the total return for the S&P SmallCap 600(R) Index in which Tredegar is included. Key operational value drivers affecting total return include sales growth rate, operating profit margin, income tax rate and fixed and working capital investment. Tredegar attributes its favorable total return in 1996 and 1995 primarily to higher profits and cash flow in Film Products and Aluminum Extrusions, the divestiture of non-strategic businesses (Molded Products and Brudi in 1996 and Tredegar's former energy businesses in 1994), accretion in earnings per share due to stock repurchases and the elimination of operating losses in APPX Software. Tredegar's value creation efforts also link pay to performance, primarily through the issuance of bonuses and stock options (see pages 6-7). The charts on this page depict the relationship between CEO pay, incentives and selected performance measures. Additional information on compensation paid to Mr. Gottwald is included in Tredegar's 1997 proxy statement. In addition to cash compensation, Mr. Gottwald was granted the following stock options: Number Per-Share Year of Options Exercise Price 1989 47,850 $11.14 1992 45,000 8.09 1994 33,750 10.09 22,500 16.00 1995 22,500 12.50 1996 12,000 25.13 6,000 29.00 The per-share exercise price of the stock options was equal to or greater than the market price of Tredegar common stock on the date of grant. TOTAL CASH COMPENSATION JOHN D. GOTTWALD PRESIDENT AND CEO $ THOUSANDS [Bar Chart] 1990 1991 1992 1993 1994 1995 1996 SALARY 282,500 293,750 308,500 322,500 333,000 333,000 347,167 BONUS 0 30,000 75,000 42,500 90,000 125,000 140,000 RETURN ON AVERAGE CAPITAL EMPLOYED Ongoing operations excluding unusual items and technology-related investment activities Percent [Bar Chart] '90 '91 '92 '93 '94 '95 '96 3.4 7.8 7.9 4.6 11.6 17.6 24.2 CUMULATIVE TOTAL RETURN Based on investment of $100 beginning December 31, 1990 includes reinvestment of dividends Dollars Source: Georgeson & Co. [ ] Tredegar [ ] S&P Manufacturing (Diversified Ind.) Index [ ] S&P 500(R) [ ] S&P SmallCap 600* Tredegar is included in the S&P SmallCap 600 [Bar Graph] '90 '91 '92 '93 '94 '95 '96 Tredegar Industries Inc. $100 $139 $219 $216 $254 $476 $895 S&P 500(R) $100 $130 $140 $155 $157 $215 $265 S&P(R) Manufacturing (Diversified) Index $100 $123 $133 $161 $167 $235 $324 S&P 600(R) SmallCap Index $100 $148 $180 $213 $203 $264 $321 RESULTS OF OPERATIONS 1996 SUMMARY Net income in 1996 was $45 million or $3.44 per share, compared with $24.1 million or $1.80 per share in 1995. Results for both years include unusual income (net) and technology-related investment gains and losses that affect comparability between periods. Excluding the after-tax effects of these items, which are described in the next two sections of this report, net income was $35.2 million or $2.69 per share, up significantly from $24.5 million or $1.84 per share in 1995. This increase was due primarily to higher profits in Film Products and Aluminum Extrusions. Unusual Items Unusual income (net) affecting operations in 1996 totaled $11.4 million ($8.5 million after income taxes) and included: o A third-quarter gain of $2 million ($1.2 million after taxes) on the sale of a former plastic films manufacturing site in Fremont, California o A third-quarter charge of $1.3 million ($795,000 after taxes) related to the write-off of specialized machinery and equipment due to excess capacity in certain industrial packaging films o A first-quarter gain of $19.9 million ($13.7 million after taxes) on the sale of Molded Products (see further discussion below) o A first-quarter charge of $9.1 million ($5.7 million after taxes) related to the loss on the divestiture of Brudi (see further discussion below) Unusual income (net) affecting operations in 1995 totaled $78,000 (a $41,000 charge after income taxes) and included: o A third-quarter gain of $728,000 ($451,000 after taxes) on the sale of Regal Cinema shares o A first-quarter charge of $2.4 million ($1.6 million after taxes) related to the restructuring of APPX Software o A first-quarter recovery of $1.8 million ($1.1 million after taxes) in connection with a Film Products product liability lawsuit On March 29, 1996, Tredegar sold Molded Products to Precise Technology, Inc., for cash consideration of $57.5 million ($54 million after transaction costs). During the second quarter of 1996, Tredegar completed the sale of Brudi for cash con-sideration of approximately $18.1 million ($17.6 million after transaction costs). Tredegar recognized a gain of $19.9 million ($13.7 million after income taxes) on the sale of Molded Products in the first quarter of 1996. This gain was partially offset by a first-quarter charge of $9.1 million ($5.7 million after income tax benefits) related to the loss on the divestiture of Brudi. See Note 19 on page 47 for further details on these divestitures. The operating results for Molded Products were historically reported as part of the Plastics segment on a combined basis with Film Products and Fiberlux. Likewise, results for Brudi were combined with Aluminum Extrusions and reported as part of the Metal Products segment. Accordingly, results for Molded Products and Brudi have been included in continuing operations. Tredegar began reporting Molded Products and Brudi separately in its segment disclosures in 1995 after announcing its intent to divest these businesses (see pages 20-22). On a pro forma basis, excluding unusual income (net), technology-related investment gains and losses, the operating results of Molded Products and Brudi and including pro forma interest income on divestiture proceeds at a rate of approximately 3.5% after income taxes, net income in 1996 and 1995 would have been $35.4 million ($2.70 per share) and $25.9 million ($1.93 per share), respectively. Technology-Related Investment Gains and Losses During 1996, Tredegar realized a gain of $2.1 million ($1.4 million after income taxes) on the sale of its equity investment in Indigo Medical, Inc. ("Indigo") to Johnson & Johnson. This gain is included in "Other income (expense), net" in the consolidated statements of income on page 35 and "Investments and other" in the operating profit table on page 20. Indigo is engaged in the development of catheter-based laser thermotherapy systems to treat enlargement of the prostate. During 1995, Tredegar recognized a charge of $694,000 ($444,000 after income tax benefits) for the write-off of another medical technology investment. This charge is included in "Selling, general and administrative" expenses in the consolidated statements of income and "Investments and other" in the operating profit table. Further information on Tredegar's technology-related investments is provided in Note 7 on page 41. 1996 VERSUS 1995 Revenues Net sales decreased by 11.2% due to the divestitures of Molded Products and Brudi and lower selling prices (reflecting lower average raw material costs), partially offset by higher volume in Film Products and Aluminum Extrusions. On a pro forma basis, excluding Molded Products and Brudi, net sales in 1996 increased by 3.5% over 1995. For further discussion of ongoing operations, see the business segment review on pages 27-30. Operating Costs and Expenses The gross profit margin increased to 20.3% in 1996 from 16.8% in 1995 due primarily to higher volume in ongoing manufacturing businesses and lower raw material costs per unit, partially offset by startup costs associated with nonwoven film laminate backsheet production. Cost reductions and quality improvements in Aluminum Extrusions also contributed to the increase but were partially offset by the unfavorable impact of press shutdowns associated with a modernization project currently underway at the Newnan, Georgia, plant. Selling, general and administrative expenses decreased by $8.5 million or 17.6% due mainly to the divestitures of Molded Products and Brudi, cost reductions at APPX Software, lower expenses for stock appreciation rights (down almost $1 million due to their appreciation limitation) and the write-off in 1995 of a medical technology investment ($694,000), partially offset by selling, general and administrative expenses from the films business acquired in Argentina in March 1995. Selling, general and administrative expenses, as a percentage of sales, declined to 7.6% in 1996 compared with 8.2% in 1995. Research and development expenses increased by $2.3 million or 26.3% due to higher spending at Molecumetics and higher product development spending at Film Products. Unusual income (net) totaling $11.4 million in 1996 is explained on page 24. Interest Income and Expense Interest income, which is included in "Other income (expense), net" in the consolidated statements of income, increased to $3 million in 1996 from $333,000 in 1995 due to the investment of divestiture proceeds and cash generated from operations. The average tax equivalent yield earned on cash equivalents was 5.5% in 1996 and 5.9% in 1995. Tredegar's policy permits investment of excess cash in marketable securities that have the highest credit ratings and maturities of less than one year. The primary objectives of Tredegar's investment policy are safety of principal and liquidity. Interest expense declined due to higher capitalized interest from an increase in capital expenditures for ongoing operations, lower revolving credit facility fees and lower average debt outstanding. The average interest rate on debt was 7.2% in 1996 and 1995 (primarily fixed-rate debt). Average consolidated debt outstanding during 1996 declined to $35 million from $38.3 million in 1995. Income Taxes The effective tax rate excluding unusual items, the effects of tax-exempt interest income, and investment gains and losses declined to 36.5% during 1996 from 37% in 1995 due primarily to a lower effective state income tax rate from proportionally higher domestic income in states with lower tax rates and proportionally higher foreign income that is exempt from state income taxes. See Note 16 on page 46 for additional tax rate information. 1995 VERSUS 1994 Revenues Net sales increased 17.4% in 1995 due primarily to higher selling prices in Film Products and Aluminum Extrusions, reflecting higher raw material costs. Higher sales volume in Molded Products, Film Products and Brudi also contributed to the increase. Aluminum Extrusions volume declined 3.1% during 1995. For further discussion of ongoing operations, see the business segment review on pages 27-30. Operating Costs and Expenses The gross profit margin increased to 16.8% in 1995 from 16.4% in 1994 due to higher volume in Molded Products, ongoing cost and quality improvements in Aluminum Extrusions and the restructuring of APPX Software, partially offset by startup costs at a Molded Products facility in Graham, North Carolina, and lower margins in Film Products. Lower margins in Film Products were due to higher resin prices, startup costs associated with nonwoven film laminate backsheet production and costs incurred (which were anticipated) to upgrade the Argentine films business acquired in March 1995. Selling, general and administrative expenses increased by less than 1% in 1995 due primarily to the acquisition in Argentina, charges associated with stock appreciation rights (nearly $1 million in 1995 versus $53,000 in 1994) and a charge of $694,000 for the write-off of a medical technology investment, partially offset by cost reductions at APPX Software and Molded Products, lower bad debt expenses and commissions at Aluminum Extrusions, lower corporate services costs and lower pension expense for salaried employees. Selling, general and administrative expenses, as a percentage of sales, declined to 8.2% in 1995 compared with 9.6% in 1994. Research and development expenses increased 5.9% compared with 1994 due to higher spending at Film Products and Molecumetics, partially offset by a reduction of product development costs at APPX Software. Unusual income (net) totaling $78,000 in 1995 is explained on page 24. Interest Income and Expense Interest income declined in 1995 to $333,000 from $544,000 in 1994 due to lower average cash and cash equivalent balances. Interest expense for continuing operations decreased 24.2% due primarily to lower average debt levels resulting from the paydown of variable-rate debt in 1994 with proceeds from the divestiture of the Energy segment. The average interest rate on debt outstanding was 7.2% in 1995 (primarily fixed-rate debt) and 6.2% in 1994 (a mix of fixed- and floating-rate debt). Average consolidated debt outstanding during 1995 declined to $38.3 million from $61.6 million in 1994. Interest expense of $337,000 was allocated to discontinued energy operations in 1994. Income Taxes The effective tax rate for continuing operations excluding unusual items and investment gains and losses decreased to 37% in 1995, compared with 38.3% in 1994. The decrease was due mainly to a lower effective state income tax rate. See Note 16 on page 46 for additional tax rate information. FINANCIAL CONDITION ASSETS Tredegar's total assets increased to $341.1 million at December 31, 1996, from $314.1 million at December 31, 1995, due to cash generated from operating activities in excess of capital expenditures and dividends ($18.1 million); capital expenditures in excess of depreciation ($3.9 million); proceeds from the sale of Indigo in excess of its carrying value ($2.1 million); an increase in prepaid pension expense (included in other assets) for the curtailment of participation by Molded Products employees in one of Tredegar's defined benefit plans ($1.8 million); and other items ($2.2 million); partially offset by the divestitures of Molded Products and Brudi for combined cash consideration of $71.6 million (net of transaction costs), which was $1.1 million less than the book value of their assets at December 31, 1995. Capital expenditures in 1996 were related to normal replacement of machinery and equipment, new nonwoven film laminate capacity, expansion of permeable film capacity in Europe, expansion of permeable and diaper backsheet film capacity in Brazil, expansion of lab facilities at Molecumetics, and a modernization program to upgrade certain areas of the aluminum extrusions facility in Newnan, Georgia, partially offset by a reduction of capital expenditures from the divestitures of Molded Products and Brudi. Approximately $4.8 million is expected to be spent on the Newnan upgrade in 1996 and 1997, most of which occurred during 1996. Capital expenditures in 1996 also reflect the purchase of machinery and equipment for a disposable film production line near Guangzhou, China, that is expected to be operational in late 1997 or early 1998. At December 31, 1996, Tredegar had cash and cash equivalents of $101.3 million, which was $66.3 million in excess of debt, compared with net debt (debt in excess of cash and cash equivalents) of $32.9 million at December 31, 1995. LIABILITIES Accounts payable decreased by $2.3 million from December 31, 1995, due primarily to divestitures, partially offset by an improvement in trade terms with certain vendors. Accrued expenses, deferred income taxes and other noncurrent liabilities declined due mainly to divestitures. Debt at December 31, 1996 and 1995, consisted of a $35 million, 7.2% note maturing in June 2003. The first annual principal payment of $5 million is due in June 1997 and has been classified as long-term debt in accordance with Tredegar's ability to refinance such obligation on a long-term basis. Tredegar also has a revolving credit facility that permits borrowings of up to $275 million (no amounts borrowed at December 31, 1996 and 1995). The facility matures on September 7, 2001, with an annual extension of one year permitted subject to the approval of part icipating banks. See Note 10 on page 42 for further information on debt and credit agreements. SHAREHOLDERS' EQUITY During 1996 and 1995, Tredegar purchased 68,947 and 1,497,296 shares, respectively, of its common stock for $2 million ($29.50 per share) and $25.5 million ($17.06 per share), respectively. Since becoming an independent company in 1989, Tredegar has purchased a total of 6.1 million shares, or 34% of its originally outstanding common stock, for $76.2 million ($12.41 per share). Under a standing authorization from its board of directors, Tredegar may purchase an additional 940,000 shares in the open market or in privately negotiated transactions at prices management deems appropriate. At December 31, 1996, Tredegar had 12,238,053 shares of common stock outstanding and a total market capitalization of $491.1 million, compared with 12,176,295 shares outstanding at December 31, 1995, and a total market capitalization of $261.8 million. CASH FLOWS Net cash provided by operating activities in excess of capital expenditures and dividends decreased to $18.1 million in 1996 from $22.2 million in 1995 due primarily to higher working capital for ongoing operations to support higher sales volume and income taxes paid on net gains realized from divestitures, property disposals and the sale of Indigo. The significant increase in cash and cash equivalents to $101.3 million at December 31, 1996, was due to the $18.1 million of excess cash generated during 1996 combined with the $2.1 million cash and cash equivalents balance at December 31, 1995; the proceeds from the divestitures of Molded Products and Brudi ($71.6 million after transaction costs); the sale of an equity investment in Indigo ($2.6 million); property disposals ($9.9 million) and other sources ($2.1 million); partially offset by uses of funds for technology-related investments ($3.1 million) and the repurchase of Tredegar common stock ($2 million). Property disposals included the former plastic films site in Fremont, California, a former aluminum extrusions and fabrication site in Mechanicsburg, Pennsylvania, a former Brudi plant in Kelso, Washington, and a former Molded Products plant in Alsip, Illinois. Net cash provided by continuing operating activities in excess of capital expenditures and dividends increased to $22.2 million in 1995 from $21 million in 1994 due primarily to improved operating results, partially offset by higher capital expenditures. This excess cash, combined with the $9 million cash and cash equivalents balance at December 31, 1994, and cash from property disposals and other sources ($4.9 million), was used to fund a films acquisition in Argentina ($3.6 million), share repurchases ($25.5 million), technology-related investments ($1.9 million) and the repayment borrowings ($3 million), leaving $2.1 million of cash and cash equivalents at December 31, 1995. Overall cash and cash equivalents increased $9 million in 1994 over 1993. The major sources of cash during 1994 were the divestiture of Elk Horn ($67.5 million after minority interest and transaction costs); cash from continuing operating activities in excess of capital expenditures and dividends ($21 million); cash from discontinued operating activities in excess of capital expenditures ($3.5 million, including $8 million from the liquidation of coal trading working capital and income taxes paid on divestiture gains); proceeds from the sale of Tredegar's remaining oil and gas properties ($8 million); and proceeds from other property disposals ($3.5 million) related primarily to facilities previously shut down. Cash was used primarily to repay debt ($59 million), to repurchase shares of Tredegar common stock ($34.1 million) and for technology-related investments ($1.4 million). Normal operating cash requirements over the next 3 to 5 years are expected to be met from ongoing operations. Excess cash will be invested on a short-term basis, with the primary objectives of safety of principal and liquidity, until other opportunities in existing businesses or elsewhere are identified. ONGOING EBITDA* AND CAPITAL EXPENDITURES $ MILLIONS [Bar Graph] '90 '91 '92 '93 '94 '95 '96 EBITDA* 24.2 36.2 36.3 31.7 45.7 56.3 71.9 CAPITAL EXPENDITURES 25.7 18.1 17.4 12.7 12 17.8 22.7 * Earnings before interest, taxes, depreciation, amortization, unusual items, technology-related investment gains/losses, and divested and discontinued operations. BUSINESS SEGMENT REVIEW FILM PRODUCTS AND FIBERLUX Film Products manufactures plastic films for disposable personal products (primarily diapers and feminine hygiene products) and packaging, medical, industrial and agricultural products. Fiberlux produces vinyl extrusions for windows and patio doors. Products are produced at various locations throughout the United States and are sold both directly and through distributors. Tredegar also has plants in the Netherlands, Brazil and Argentina, where it produces films primarily for the European and Latin American markets. Tredegar expects to begin operating a disposable film production line near Guangzhou, China, in late 1997 or early 1998. Film Products is one of the largest U.S. suppliers of embossed and permeable films for disposable personal products. In each of the last three years, this class of products accounted for more than 30% of the consolidated revenues of Tredegar. Film Products supplies embossed films and nonwoven film laminates for use as backsheet in such disposable products as baby diapers and adult incontinent products, feminine hygiene products and hospital underpads. Film Products' primary customer for embossed films and nonwoven film laminates for backsheet is the Procter & Gamble Company ("P&G"), the leading global disposable diaper manufacturer. Film Products also supplies permeable films to P&G for use as liners in feminine hygiene products, adult incontinent products and hospital underpads. P&G and Tredegar have had a successful long-term relationship based on cooperation, product innovation and continuous process improvement. The loss or significant reduction of business associated with P&G would have a material adverse effect on Tredegar's business. Pages 2-3 and 8-11 provide further information on Film Products and Fiberlux products and markets. FILM PRODUCTS AND FIBERLUX SALES $ Millions [Bar Chart] '90 '91 '92 '93 '94 '95 '96 176.7 193.8 193.8 187.3 200.2 249.1 267.9 FILM PRODUCTS AND FIBERLUX ONGOING OPERATING PROFIT $ Millions [Bar Chart] '90 '91 '92 '93 '94 '95 '96 20.3 32.9 26.6 22.9 35.7 36.5 44.4 Sales Film Products sales increased in 1996 due mainly to higher volume in North America, including higher volume of diaper backsheet supplied to P&G, higher volume of specialty films used for the protection of high-gloss surfaces and electronic circuit boards, higher volume of VisPore(R) film used in seed bed and ground cover applications, and higher volume of agricultural commodity films; higher diaper backsheet and packaging film volume in South America, particularly Argentina; and higher volume of permeable film supplied to P&G in Europe for feminine pads. The positive impact on sales of higher volume was partially offset by lower selling prices, which reflected lower plastic resin costs. Film Products sales improved in 1995 due primarily to higher selling prices, which were driven by higher raw material costs. Sales also increased during 1995 as a result of the acquisition in March 1995 of a films business in Argentina, higher permeable film volume supplied to P&G for feminine pads in Europe, higher film volume in Brazil and higher domestic diaper backsheet film volume supplied to P&G. Fiberlux sales increased in 1996 over 1995 due to higher volume. Fiberlux sales declined slightly in 1995 due to the divestiture in October 1995 of its fabrication business and a delay in the introduction of a new patio door. Operating Profit Film Products ongoing operating profit increased in 1996 and 1995 due primarily to higher volume in the areas noted above, partially offset by startup costs associated with nonwoven film laminate backsheet production. Ongoing operating profit in 1995 for Film Products was also adversely affected by costs incurred (which were anticipated) to upgrade the Argentine films operation acquired in March 1995. Operating profits in Fiberlux improved in 1996 due to higher volume. Fiberlux profits declined in 1995 compared with 1994 due to lower volume and margins. Identifiable Assets Identifiable assets in Film Products declined to $122.7 million in 1996 from $124.4 million in 1995 due primarily to the $1.3 million write-off of specialized machinery and equipment related to excess capacity in certain industrial packaging films and the removal of deferred costs associated with the disposal of the former plastic films site in Fremont, California, partially offset by higher current assets supporting higher sales and capital expenditures in excess of depreciation. Identifiable assets in Film Products and Fiberlux increased to $124.4 million in 1995 from $115.3 million in 1994 due primarily to the acquisition of the films business in Argentina, expansion of permeable film capacity in Europe and Brazil and capital additions in the fourth quarter for new nonwoven film laminate capacity. Depreciation, Amortization, Capital Expenditures and Acquisition Depreciation and amortization for Film Products and Fiberlux increased to $11.8 million in 1996 from $10.3 million in 1995 due mainly to higher depreciation of blown and laminating film machinery and equipment. Higher capital expenditures in Film Products and Fiberlux in 1996 reflect new nonwoven film laminate capacity, expansion of permeable film capacity in Europe and permeable and diaper backsheet film capacity in Brazil, and the purchase of machinery and equipment for a permeable film production line near Guangzhou, China, that is expected to be operational in late 1997 or early 1998. Depreciation and amortization for Film Products and Fiberlux increased to $10.3 million in 1995 from $9.7 million in 1994 due to higher depreciation of blown film machinery and equipment, the acquisition of the films business in Argentina and expansion of permeable film capacity in Europe. Higher capital expenditures in Film Products and Fiberlux in 1995 reflect the expansion of permeable film capacity in Europe and Brazil and capital additions in the fourth quarter of 1995 for new nonwoven film laminate capacity. FILM PRODUCTS AND FIBERLUX IDENTIFIABLE ASSETS $ Millions [Bar Graph] '90 '91 '92 '93 '94 '95 '96 98.7 110.6 119.9 116.6 115.3 124.4 122.7 FILM PRODUCTS AND FIBERLUX DEPRECIATION & AMORTIZATION AND CAPITAL EXPENDITURES $ Millions [Bar Graph] '90 '91 '92 '93 '94 '95 '96 Depreciation & Amortization 5.6 7.8 8.6 10 9.7 10.3 11.8 Capital Expenditures 15.3 10.1 13.2 6.6 7.1 11.2 12.3 DISPOSABLE FILMS VOLUME Domestic vs. International PERCENTAGE OF TOTAL POUNDS SHIPPED [ ] UNITED STATES & CANADA [ ] INTERNATIONAL [Bar Graph] '90 '91 '92 '93 '94 '95 '96 United States & Canada 79.6 73.9 69.0 64.5 60.5 54.9 56.9 International 20.4 26.1 31.0 35.5 39.5 45.1 43.1 ALUMINUM EXTRUSIONS Aluminum Extrusions, which is composed of The William L. Bonnell Company, Inc., and Capitol Products Corporation, produces soft alloy aluminum extrusions for sale directly to fabricators and distributors that serve primarily the building and construction industry, as well as transportation and consumer durables markets. Pages 2-3 and 12-15 provide further information on Aluminum Extrusions products and markets. Sales Aluminum Extrusions sales in 1996 decreased 1.2% due to lower selling prices, which reflected lower aluminum costs. Volume in 1996 increased by 5.2%, driven primarily by continued strength in residential and commercial windows and automotive markets. Aluminum Extrusions sales increased 14.3% during 1995 due primarily to higher average prices, reflecting higher average aluminum costs. Volume declined 3.1% during 1995. Operating Profit Aluminum Extrusions operating profit increased 39.3% in 1996 due to higher volume, cost reductions, quality improvements and lower bad debt expenses, partially offset by the unfavorable impact of press shutdowns at the Newnan, Georgia, plant due to a modernization program that was begun in late 1995. This capital project is expected to cost approximately $4.8 million, most of which was spent in 1996. Improvements in productivity, scrap rates and sales returns are anticipated beginning in early 1997, when the project is expected to be completed. Aluminum Extrusions operating profit increased by 48.3% in 1995 due primarily to ongoing cost and quality improvements. Identifiable Assets Identifiable assets in Aluminum Extrusions increased to $83.8 million in 1996 from $81 million in 1995 due mainly to capital expenditures in excess of depreciation. ALUMINUM EXTRUSIONS SALES $ Millions [Bar Graph] '90 '91 '92 '93 '94 '95 '96 193.3 143.4 150.5 166.5 193.9 221.7 219 ALUMINUM EXTRUSIONS ONGOING OPERATING PROFIT $ Millions [Bar Graph] '90 '91 '92 '93 '94 '95 '96 (1.7) (4.2) 4.2 8 11.3 16.8 23.4 ALUMINUM EXTRUSIONS DEPRECIATION & AMORTIZATION AND CAPITAL EXPENDITURES $ Millions [Bar Graph] '90 '91 '92 '93 '94 '95 '96 Depreciation & Amortization 9.2 8 7.1 6.2 5.9 6 5.4 Capital Expenditures 9.3 7.6 2.5 1.9 4.4 5.5 8.6 ALUMINUM EXTRUSIONS IDENTIFIABLE ASSETS $ Millions [Bar Graph] '90 '91 '92 '93 '94 '95 '96 116.4 95 93.4 89.5 89.4 81 83.8 COMMERCIAL CONSTRUCTION $ Billions Source: Cahners Building and Construction Market Forecast [Bar Graph] '90 '91 '92 '93 '94 '95 '96 '97F 71.7 54.1 44.5 46.9 52.7 74.7 80.4 84.4 HOUSING STARTS Millions of Units Source: Blue Chip Economic Indicators [Bar Graph] '90 '91 '92 '93 '94 '95 '96 '97F 1.19 1.01 1.2 1.288 1.46 1.35 1.46 1.4 AUTOMOBILE AND LIGHT TRUCK SALES Millions of Units Source: Bureau of Economic Analysis [Bar Graph] '90 '91 '92 '93 '94 '95 '96 '97F 14.2 12.7 13.1 14.2 15.5 15.1 15.2 15 Identifiable assets in Aluminum Extrusions declined to $81 million in 1995 from $89.4 million in 1994 due primarily to tightened credit policies resulting in a significant reduction in average days sales outstanding. Depreciation, Amortization and Capital Expenditures Depreciation and amortization in 1996 for Aluminum Extrusions declined due to the full depreciation of certain assets in 1995. Depreciation and amortization in 1997 is expected to approximate 1996 levels as higher depreciation resulting from the modernization program at the Newnan, Georgia, facility should be offset by the full depreciation of certain other assets in 1996. Depreciation and amortization in 1995 remained consistent with 1994 levels. Higher capital expenditures in 1996 and 1995 were related primarily to the modernization program at the Newnan facility. Capital expenditures in 1995 were also affected by the purchase of 13 trailers for product deliveries. TECHNOLOGY The Technology segment is comprised primarily of Molecumetics, which conducts rational drug design research using synthetic chemistry techniques, certain technology-related investments in which Tredegar's ownership is less than 20% (see Note 7 on page 41) and APPX Software, a developer and producer of flexible software tools and applications. Technology segment sales consist primarily of revenues from APPX Software. Excluding unusual items and investment gains and losses (see page 24), ongoing technology segment losses increased by $1.4 million in 1996. This increase was due mainly to higher research and development spending at Molecumetics, partially offset by lower costs at APPX Software due to its restructuring in the first quarter of 1995. Ongoing technology operating losses declined by $3.6 million in 1995 due to the restructuring of APPX Software, partially offset by higher spending on research and development at Molecumetics. Technology segment identifiable assets increased by $3.2 million to $10.7 million in 1996 due to technology-related investments of $3.1 million and capital expenditures in excess of depreciation at Molecumetics of $814,000, partially offset by the sale of Indigo, which had a carrying value of $500,000. Capital expenditures and depreciation expense increases at Molecumetics were related to expansion of its research lab in Bellevue, Washington. Technology segment identifiable assets increased to $7.5 million in 1995 from $7.3 million in 1994 due to the expansion of Molecumetics' research lab and additional technology investments of $1.9 million, partially offset by the disposal of Tredegar's investment in Regal Cinema (see unusual items on page 24), the $694,000 write-off of a medical technology investment and the downsizing of APPX Software. Depreciation and amortization declined in 1995 to $789,000 from $1.3 million in 1994 due to the write-off of goodwill and other intangibles in APPX Software at the end of the first quarter of 1994. SELECTED QUARTERLY FINANCIAL DATA Tredegar Industries, Inc., and Subsidiaries
(In thousands, except per-share amounts) First Second Third Fourth (Unaudited) Quarter Quarter Quarter Quarter Year ======================================================================================================================= 1996 Net sales $141,387 $126,331 $129,425 $126,408 $523,551 Gross profit 27,653 25,843 26,091 26,694 106,281 Operating profit before unusual items 16,010 15,250 17,627 15,561 64,448 Net income (v) 16,347 8,673 10,735 9,280 45,035 Earnings per common and dilutive common equivalent share (v) 1.27 .66 .82 .70 3.44 Shares used to compute earnings per common and dilutive common equivalent share 12,877 13,124 13,112 13,192 13,105 ======================================================================================================================= 1995 Net sales $151,083 $149,682 $145,955 $142,734 $589,454 Gross profit 23,078 25,352 24,149 26,365 98,944 Operating profit before unusual items 10,965 13,506 12,700 12,987 50,158 Net income (v) 4,445 6,074 6,626 6,908 24,053 Earnings per common and dilutive common equivalent share (v) .33 .45 .50 .53 1.80 Shares used to compute earnings per common and dilutive common equivalent share 13,512 13,445 13,202 12,981 13,370
Refer to Notes to Financial Tables on page 32. QUARTERLY EARNINGS PER SHARE Continuing Operations (v) Dollars 1995 1996 1 2 3 4 1 2 3 4 Excluding Unusual Items .36 .45 .47 .53 .64 .66 .79 .70 As Reported .33 .45 .50 .53 1.27 .66 .82 .70 NOTES TO FINANCIAL TABLES (In thousands, except per-share amounts) (a) Income (loss) and earnings (loss) per common and dilutive common equivalent share from continuing operations, adjusted for unusual items and technology-related investment gains/losses affecting the comparability of operating results between years, are presented below:
================================================================================================================================= 1996 1995 1994 1993 1992 1991 1990 Income (loss) from continuing operations as reported (b) $45,035 $24,053 $ 1,417 $ 3,723 $ 9,517 $ 2,519 $(28,687) After-tax effect of unusual items related to continuing operations: Unusual (income) charge, net (e-k) (8,479) 41 12,051 246 502 447 24,424 Impact on deferred taxes of 1% increase in federal income tax rate - - - 348 - - - ------- ------- ------- ------- ------- ------- -------- Income (loss) from continuing operations as adjusted for unusual items 36,556 24,094 13,468 4,317 10,019 2,966 (4,263) After-tax effect of technology-related investment (gains) losses (c) (1,369) 444 - - - - - ------- ------- ------- ------- ------- ------- -------- Income (loss) from continuing operations as adjusted for unusual items and technology-related investment gains/losses (b) $35,187 $24,538 $13,468 $ 4,317 $10,019 $ 2,966 $ (4,263) ================================================================================================================================ Earnings (loss) per common and dilutive common equivalent share from continuing operations (b)(c): As reported $ 3.44 $ 1.80 $ .09 $ .23 $ .58 $ .15 $ (1.69) As adjusted for unusual items 2.79 1.80 .87 .26 .61 .18 (.25) As adjusted for unusual items and technology-related investment gains/losses 2.69 1.84 .87 .26 .61 .18 (.25) ================================================================================================================================
(b) On August 16, 1994, Tredegar completed the divestiture of its coal subsidiary, The Elk Horn Coal Corporation. On February 4, 1994, Tredegar sold its remaining oil and gas properties. As a result of these events, Tredegar reports its Energy segment as discontinued operations. On March 29, 1996, Tredegar sold Molded Products. During the second quarter of 1996, Tredegar completed the sale of Brudi. The operating results for Molded Products were historically reported as part of the Plastics segment on a combined basis with Film Products and Fiberlux. Likewise, results for Brudi were combined with Aluminum Extrusions and reported as part of the Metal Products segment. Accordingly, results for Molded Products and Brudi have been included in continuing operations. Tredegar began reporting Molded Products and Brudi separately in its segment disclosures in 1995 after announcing its intent to divest these businesses. On a pro forma basis, excluding unusual income (net), investment gains/losses, the operating results of Molded Products and Brudi and including pro forma interest income on divestiture proceeds at a rate of approximately 3.5% after income taxes, net income in 1996 and 1995 would have been $35,357 ($2.70 per share) and $25,851 ($1.93 per share), respectively. See Note 19 on page 47 for further information regarding divested and discontinued operations. (c) During 1996, Tredegar realized a gain of $2,139 ($1,369 after income taxes) on the sale of its equity investment in Indigo Medical, Inc. ("Indigo") to Johnson & Johnson. Indigo is engaged in the development of catheter-based laser thermotherapy systems to treat enlargement of the prostate. During 1995, Tredegar recognized a charge of $694 ($444 after income tax benefits) for the write-off of one of its other medical technology investments. These items are included in "Investments and other" in the operating profit table on page 20. See Note 7 on page 41 for information on Tredegar's remaining technology-related investments. (d) Interest expense has been allocated between continuing and discontinued operations based on relative capital employed (see (b) and Note 19 on page 47). (e) Unusual items for 1996 include a gain on the sale of Molded Products ($19,893, see Note 19 on page 47), a gain on the sale of a former plastic films manufacturing site in Fremont, California ($1,968), a charge related to the loss on the divestiture of Brudi ($9,146, see Note 19 on page 47) and a charge related to the write-off of specialized machinery and equipment due to excess capacity in certain industrial packaging films ($1,288). (f) Unusual items in 1995 include a gain on the sale of Regal Cinema shares ($728), a charge related to the restructuring of APPX Software ($2,400) and a recovery in connection with a Film Products product liability lawsuit ($1,750). (g) Unusual items in 1994 include the write-off of certain goodwill and intangibles in APPX Software ($9,521), the write-off of certain goodwill in Molded Products ($4,873) and the estimated costs related to the closing of a Molded Products plant in Alsip, Illinois ($2,100). (h) Unusual items in 1993 include estimated costs related to the sale of a Film Products plant in Flemington, New Jersey ($1,815), and the reorganization of corporate functions ($900), partially offset by the gain on the sale of Tredegar's remaining investment in Emisphere Technologies, Inc. ($2,263). (i) Unusual items in 1992 include the write-off of certain goodwill in Molded Products ($1,182), partially offset by the gain on the sale of a portion of an investment in Emisphere Technologies, Inc. ($1,092). (j) Unusual items in 1991 include costs related to plant closings in Molded Products ($4,412) offset by a credit ($2,797) related to management's decision to continue operating the vinyl extrusions business, and the gain on the sale of Molded Products' beverage closure business ($894). (k) Unusual items in 1990 include costs related to divestitures and reorganization, including results of operations from August 1. Unusual items in Aluminum Extrusions also include provisions for environmental review and cleanup, and costs related to certain legal proceedings for ongoing operations. (l) Total return to shareholders is computed as the sum of the change in stock price during the year plus dividends per share, divided by the stock price at the beginning of the year. (m) Consolidated capital employed is debt plus shareholders' equity minus cash and cash equivalents. Capital employed excluding technology-related investments (see Note 7 on page 41) and divested and discontinued operations (see (b)) is consolidated capital employed minus the carrying value of technology-related investments minus the capital employed of Molded Products, Brudi and the Energy segment. (n) Equity market capitalization is the closing market price per share for the period times the shares outstanding at the end of the period. (o) EBITDA excluding unusual items (see (e)-(k)), technology-related gains/losses (see (c)) and divested and discontinued operations (see (b)) is income before income taxes from continuing operations plus depreciation and amortization plus interest expense minus interest income minus/plus unusual income/charges minus/plus technology-related investment gains/losses minus the EBITDA (excluding unusual items) for Molded Products and Brudi. EBITDA is not intended to represent cash flow from operations as defined by generally accepted accounting principles and should not be considered as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. (p) Unleveraged after-tax earnings excluding unusual items (see (e)-(k)), technology-related investment gains/losses (see (c)) and divested and discontinued operations (see (b)) is net income (loss) from continuing operations plus after-tax interest expense minus after-tax interest income minus/plus after-tax unusual income/charges minus/plus after-tax technology-related investment gains/losses minus the unleveraged after-tax earnings (excluding unusual items) for Molded Products and Brudi. Unleveraged after-tax earnings should not be considered as an alternative to net income as defined by generally accepted accounting principles. (q) Return on average capital employed is unleveraged after-tax earnings divided by average capital employed. (r) Net sales for ongoing operations include sales to P&G totaling $206,926, $196,047 and $155,469 in 1996, 1995 and 1994, respectively. (s) Included in the investments and other category of the Technology segment are APPX Software and technology-related investments in which Tredegar's ownership is less than 20% (see (c) and Note 7 on page 41) . (t) Export sales for ongoing operations totaled $74,891, $76,551 and $59,271 in 1996, 1995 and 1994, respectively. Substantially all of these export sales were made by Film Products. Net sales and operating profit in 1996 and identifiable assets at December 31, 1996, for the foreign operations of Film Products were $50,567, $5,113 and $25,924, respectively. The operating profit of foreign operations includes a deduction for royalties paid to Tredegar for the use of its technical information, know-how, manufacturing techniques, engineering data, specifications and other information relating to the manufacture of film products. (u) Interest income was insignificant prior to 1994. (v) Quarterly net income and earnings per common and dilutive common equivalent share from continuing operations, adjusted for unusual items and technology-related investment gains/losses affecting the comparability of operating results between quarters, are presented below (see also (a), (b) and (c)):
Continuing Operations Excluding Unusual Items and First Second Third Fourth Technology-Related Investment Gains/Losses Quarter Quarter Quarter Quarter Year ================================================================================================================= 1996 Net income $ 8,288 $ 8,673 $ 8,946 $ 9,280 $ 35,187 Earnings per common and dilutive common equivalent share .64 .66 .69 .70 2.69 ================================================================================================================= 1995 Net income 4,937 6,284 6,175 7,142 24,538 Earnings per common and dilutive common equivalent share .36 .47 .47 .55 1.84 =================================================================================================================
INDEPENDENT ACCOUNTANTS' AND MANAGEMENT'S REPORTS REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Tredegar Industries, Inc.: We have audited the accompanying consolidated balance sheets of Tredegar Industries, Inc., and Subsidiaries ("Tredegar") as of December 31, 1996 and 1995, and the related consolidated statements of income, cash flows and shareholders' equity for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of Tredegar'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 Tredegar as of December 31, 1996 and 1995, and the consolidated results of their operations and cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. /s/ COOPERS & LYBRAND, L.L.P. Richmond, Virginia January 14, 1997 MANAGEMENT'S REPORT ON THE FINANCIAL STATEMENTS Tredegar's management has prepared the financial statements and related notes appearing on pages 35-49 in conformity with generally accepted accounting principles. In so doing, management makes informed judgments and estimates of the expected effects of events and transactions. Financial data appearing elsewhere in this annual report are consistent with these financial statements. Tredegar maintains a system of internal controls to provide reasonable, but not absolute, assurance of the reliability of the financial records and the protection of assets. The internal control system is supported by written policies and procedures, careful selection and training of qualified personnel and an extensive internal audit program. These financial statements have been audited by Coopers & Lybrand L.L.P., independent certified public accountants. Their audit was made in accordance with generally accepted auditing standards and included a review of Tredegar's internal accounting controls to the extent considered necessary to determine audit procedures. The Audit Committee of the Board of Directors, composed of outside directors only, meets with management, internal auditors and the independent accountants to review accounting, auditing and financial reporting matters. The independent accountants are appointed by the Board on recommendation of the Audit Committee, subject to shareholder approval. CONSOLIDATED STATEMENTS OF INCOME Tredegar Industries, Inc., and Subsidiaries
Years Ended December 31 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------- (In thousands, except per-share amounts) Revenues: Net sales $523,551 $589,454 $502,208 Other income (expense), net 4,248 (669) (296) -------- -------- -------- Total 527,799 588,785 501,912 -------- -------- -------- Costs and expenses: Cost of goods sold 417,270 490,510 419,823 Selling, general and administrative 39,719 48,229 47,978 Research and development 11,066 8,763 8,275 Interest 2,176 3,039 4,008 Unusual items (11,427) (78) 16,494 -------- -------- -------- Total 458,804 550,463 496,578 -------- -------- -------- Income from continuing operations before income taxes 68,995 38,322 5,334 Income taxes 23,960 14,269 3,917 -------- -------- -------- Income from continuing operations 45,035 24,053 1,417 Discontinued Energy segment operations: Income from Energy segment operations - - 4,220 Gain on disposition of interest in The Elk Horn Coal Corporation (net of income tax of $16,224) - - 25,740 Gain on sale of remaining oil & gas properties (net of income tax of $2,121) - - 3,938 Deferred tax benefit on the difference between financial reporting and income tax basis of The Elk Horn Coal Corporation - - 3,320 -------- -------- -------- Net income $45,035 $24,053 $ 38,635 ========================================================================================================= Earnings per common and dilutive common equivalent share: Continuing operations $ 3.44 $ 1.80 $ .09 Discontinued Energy segment operations - - 2.40 -------- -------- -------- Net income $ 3.44 $ 1.80 $ 2.49 =========================================================================================================
See accompanying Notes to Financial Statements. CONSOLIDATED BALANCE SHEETS Tredegar Industries, Inc., and Subsidiaries December 31 1996 1995 - ------------------------------------------------------------------------------ (In thousands, except share amounts) Assets Current assets: Cash and cash equivalents $101,261 $ 2,145 Accounts and notes receivable 61,076 71,673 Inventories 17,658 33,148 Income taxes recoverable 2,023 2,179 Deferred income taxes 9,484 14,882 Prepaid expenses and other 2,920 2,375 -------- ------- Total current assets 194,422 126,402 Property, plant and equipment, at cost: Land and land improvements 4,807 6,713 Buildings 32,590 50,167 Machinery and equipment 222,803 269,646 -------- ------- Total property, plant and equipment 260,200 326,526 Less accumulated depreciation and amortization 169,771 204,074 -------- ------- Net property, plant and equipment 90,429 122,452 Other assets and deferred charges 36,094 35,186 Goodwill and other intangibles 20,132 30,012 -------- ------- Total assets $341,077 $314,052 ============================================================================== Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 28,814 $ 31,105 Accrued expenses 32,487 38,648 -------- ------- Total current liabilities 61,301 69,753 Long-term debt 35,000 35,000 Deferred income taxes 16,994 22,218 Other noncurrent liabilities 15,237 16,560 -------- ------- Total liabilities 128,532 143,531 Commitments and contingencies (Notes 13 and 18) Shareholders' equity: Common stock (no par value): Authorized 50,000,000 shares; Issued and outstanding - 12,238,053 shares in 1996 and 12,176,295 in 1995 113,019 112,908 Foreign currency translation adjustment 499 445 Retained earnings 99,027 57,168 -------- ------- Total shareholders' equity 212,545 170,521 -------- ------- Total liabilities and shareholders' equity $341,077 $314,052 ============================================================================== See accompanying Notes to Financial Statements. CONSOLIDATED STATEMENTS OF CASH FLOWS Tredegar Industries, Inc., and Subsidiaries
Years Ended December 31 1996 1995 1994 - ----------------------------------------------------------------------------------------------------------------------------- (In thousands) Cash flows from operating activities: Continuing operations: Income from continuing operations $45,035 $24,053 $ 1,417 Adjustments for noncash items: Depreciation 20,062 23,256 23,491 Amortization of intangibles 256 579 1,354 Write-off of intangibles - 189 14,394 Deferred income taxes 1,771 1,540 (6,907) Accrued pension income and postretirement benefits, net (2,582) (2,396) (623) (Gain) loss on divestitures and property disposals, net (12,715) - 2,100 Write-off of certain industrial packaging film machinery and equipment 1,288 - - Gain on sale of investments (net of investment losses) (2,139) (34) - Changes in assets and liabilities, net of effects from divestitures and acquisitions: Accounts and notes receivable (4,894) 4,912 (3,075) Inventories 1,257 4,010 (1,158) Income taxes recoverable and other prepaid expenses (763) (1,324) (2,349) Accounts payable and accrued expenses (471) (6,228) 12,311 Other, net (840) 1,071 (1,873) ------- ------ ------ Net cash provided by continuing operating activities 45,265 49,628 39,082 Net cash provided by discontinued Energy segment operating activities - - 3,435 ------- ------ ------ Net cash provided by operating activities 45,265 49,628 42,517 Cash flows from investing activities: Continuing operations: Capital expenditures (23,960) (25,138) (15,579) Acquisitions (net of $358 cash acquired) - (3,637) - Investments (3,138) (1,904) (1,400) Proceeds from the sale of Molded Products and Brudi 71,598 - - Proceeds from sale of investments 2,600 1,478 - Proceeds from property disposals 9,880 1,238 3,519 Other, net (35) 85 186 ------- ------- ------- Net cash provided by (used in) investing activities of continuing operations 56,945 (27,878) (13,274) Net cash provided by disposals of discontinued Energy segment operations - - 75,393 ------- ------- ------- Net cash provided by (used in) investing activities 56,945 (27,878) 62,119 Cash flows from financing activities: Dividends paid (3,176) (2,286) (2,465) Net decrease in borrowings - (3,000) (59,000) Repurchase of Tredegar common stock (2,034) (25,542) (34,105) Other, net 2,116 2,187 (30) ------- ------- ------- Net cash used in financing activities (3,094) (28,641) (95,600) Increase (decrease) in cash and cash equivalents 99,116 (6,891) 9,036 Cash and cash equivalents at beginning of period 2,145 9,036 - ------- ------- ------- Cash and cash equivalents at end of period $101,261 $ 2,145 $ 9,036 ============================================================================================================================= Supplemental cash flow information: Interest payments (net of amount capitalized) $ 2,178 $ 3,041 $ 4,412 Income tax payments, net $ 19,399 $15,102 $26,388 =============================================================================================================================
See accompanying Notes to Financial Statements. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Tredegar Industries, Inc., and Subsidiaries
Common Stock Retained Foreign Total -------------------------- Earnings Currency Shareholders' Years Ended December 31, 1996, 1995 and 1994 Shares Amount (Deficit) Translation Equity - ------------------------------------------------------------------------------------------------------------------------------- (In thousands, except share and per-share data) Balance December 31, 1993 10,894,904 $170,140 $ (769) $(283) $169,088 Net income - - 38,635 - 38,635 Cash dividends declared ($.24 per share) - - (2,465) - (2,465) Repurchases of Tredegar common stock (1,910,239) (34,105) - - (34,105) Issued upon exercise of stock options 6,000 87 - - 87 Issued upon exercise of SARs 1,593 28 - - 28 Foreign currency translation adjustment - - - 610 610 ---------- -------- ------- ----- -------- Balance December 31, 1994 8,992,258 136,150 35,401 327 171,878 Net income - - 24,053 - 24,053 Cash dividends declared ($.24 per share) - - (2,286) - (2,286) Repurchases of Tredegar common stock (998,197) (25,542) - - (25,542) Issued upon exercise of stock options (including related income tax benefits realized by Tredegar of $341) 118,500 2,158 - - 2,158 Issued upon exercise of SARs 5,723 142 - - 142 Foreign currency translation adjustment - - - 118 118 Three-for-two stock split 4,058,011 - - - - ---------- -------- ------- ----- -------- Balance December 31, 1995 12,176,295 112,908 57,168 445 170,521 Net income - - 45,035 - 45,035 Cash dividends declared ($.26 per share) - - (3,176) - (3,176) Repurchases of Tredegar common stock (68,947) (2,034) - - (2,034) Issued upon exercise of stock options (including related income tax benefits realized by Tredegar of $800) 130,705 2,145 - - 2,145 Foreign currency translation adjustment - - - 54 54 ---------- -------- ------- ----- -------- Balance December 31, 1996 12,238,053 $113,019 $99,027 $499 $212,545 ===============================================================================================================================
See accompanying Notes to Financial Statements. NOTES TO FINANCIAL STATEMENTS Tredegar Industries, Inc., and Subsidiaries (In thousands, except share and per-share amounts) 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations. Tredegar Industries, Inc., and subsidiaries ("Tredegar" or the "company") is a diversified manufacturer of plastic films, aluminum extrusions and vinyl extrusions. Tredegar also has interests in various technologies, including rational drug design research and computer software. For further description of Tredegar's products, principal markets and customers, see the products and market information matrix on pages 2-3, the segment tables on pages 20-22 and the business segment review on pages 27-30. During the first quarter of 1996, Tredegar sold all of the outstanding capital stock of its injection molding subsidiary, Tredegar Molded Products Company, including Polestar Plastics Manufacturing Company (together "Molded Products"). During the second quarter of 1996, Tredegar completed the sale of Brudi, Inc. and its subsidiaries (together "Brudi"). See Note 19 on page 47 for further information regarding these divestitures. During the first quarter of 1995, Tredegar acquired a plastic films business in Argentina. This acquisition was accounted for using the purchase method; accordingly, the assets and liabilities of the acquired entity have been recorded at their estimated fair value at the date of acquisition. No goodwill arose from the acquisition since the estimated fair value of the identifiable net assets acquired was approximately equal to the purchase price. The operating results of the entity acquired have been included in the consolidated statements of income since the date of acquisition. In August 1994, Tredegar completed the divestiture of its energy businesses. See Note 19 on page 47 for further information regarding these discontinued operations. Basis of Presentation The consolidated financial statements include the accounts and operations of Tredegar and all of its subsidiaries. Intercompany accounts and transactions within Tredegar have been eliminated. Certain previously reported amounts have been reclassified to conform to the 1996 presentation. On September 28, 1995, Tredegar's Board of Directors declared a three-for-two stock split payable on January 1, 1996, to shareholders of record on December 8, 1995. Accordingly, all historical references to the shares used to compute earnings per share, per-share amounts, stock option data and market prices of Tredegar's common stock have been restated to reflect the split. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Revenue Recognition Revenue from the sale of products is recognized when title and risk of loss have transferred to the buyer, which is generally when product is shipped. Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand in excess of daily operating requirements and highly liquid investments with maturities of three months or less when purchased. At December 31, 1996 and 1995, Tredegar had approximately $101,000 and $2,000, respectively, invested in securities with maturities of one month or less. Tredegar's policy permits investment of excess cash in marketable securities that have the highest credit ratings and maturities of less than one year. The primary objectives of Tredegar's investment policy are safety of principal and liquidity. Inventories Inventories are stated at the lower of cost or market, with cost principally determined on the last-in, first-out ("LIFO") basis. Other inventories are stated on either the weighted average cost or the first-in, first-out basis. Cost elements included in work-in-process and finished goods inventories are raw materials, direct labor and manufacturing overhead. Aluminum Forward Sales, Purchase and Futures Contracts In the normal course of business, Tredegar enters into a combination of forward purchase commitments and futures contracts to acquire aluminum. Gains and losses on these contracts are designated and effective as hedges of aluminum price and margin exposure on forward sales contracts and, accordingly, are recorded as adjustments to the cost of inventory (see Note 5 on page 41). Property, Plant and Equipment Accounts include costs of assets constructed or purchased, related delivery and installation costs and interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but expenditures for repairs and maintenance are expensed as incurred. The cost and accumulated depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in income. Property, plant and equipment includes capitalized interest of $730, $279 and $206 in 1996, 1995 and 1994, respectively. Maintenance and repairs of property, plant and equipment were $19,018, $20,100 and $19,400 in 1996, 1995 and 1994, respectively. Depreciation is computed primarily by the straight-line method based on the estimated useful lives of the assets. Goodwill and Other Intangibles There was no goodwill subject to amortization at December 31, 1996. Goodwill acquired prior to November 1, 1970 ($19,484, $19,484 and $19,629 at December 31, 1996, 1995 and 1994, respectively), is not being amortized and relates to Tredegar's Aluminum Extrusions business. Goodwill subject to amortization at December 31, 1995 and 1994 ($9,478 and $9,752, respectively, net of accumulated amortization) related primarily to Brudi which was sold in the second quarter of 1996 (see Note 8 on page 42 and Note 19 on page 47). Other intangibles ($648, $1,050, and $1,375 at December 31, 1996, 1995 and 1994, respectively, net of accumulated amortization) consist primarily of patents and licenses acquired which are being amortized on a straight-line basis over a period of not more than 17 years. Impairment of Long-Lived Assets Beginning in 1995, the review for the possible impairment of long-lived tangible and intangible assets is performed in accordance with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." For assets to be held and used in operations, this standard requires that, whenever events indicate that an asset may be impaired, the entity estimate the future unlevered cash flows expected to result from the use of the asset and its eventual disposition. Assets are grouped for this purpose at the lowest level for which there are identifiable and independent cash flows. If the sum of these undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of the impairment loss is based on the estimated fair value of the asset. Pension Costs and Postretirement Benefit Costs Other Than Pensions Pension costs and postretirement benefit costs other than pensions are accrued over the period employees provide service to the company in compliance with SFAS No. 87, "Employers Accounting for Pensions," and SFAS No. 106, "Employers Accounting for Postretirement Benefits Other Than Pensions" (see Note 14 on page 44). Tredegar's policy is to fund its pension plans at amounts not less than the minimum requirements of the Employee Retirement Income Security Act of 1974 and to fund postretirement benefits other than pensions when claims are incurred. Postemployment Benefits Tredegar periodically provides certain postemployment benefits purely on a discretionary basis. Accordingly, under SFAS No. 112, "Employers Accounting for Postemployment Benefits," related costs for these programs are accrued when it is probable that such benefits will be paid. All other postemployment benefits are either accrued under current benefit plans or are not material to Tredegar's financial position or results of operations. Income Taxes Income taxes are recognized during the period in which transactions enter into the determination of income for financial reporting purposes, with deferred income taxes being provided at enacted statutory tax rates on the differences between the financial reporting and tax bases of assets and liabilities (see Note 16 on page 46). The company accrues U.S. federal income taxes on the undistributed earnings of its foreign subsidiaries. Earnings Per Share Earnings per share is computed using the weighted average number of post-split shares of common stock outstanding for each period presented. Prior to 1995, Tredegar excluded common stock equivalents (stock options) from its computation of earnings per common share due to their immaterial dilutive effect. Immaterial is defined in this context by Accounting Principles Board ("APB") Opinion No. 15, "Earnings per Share," as dilution of less than 3%. As a result of share repurchases and the increase in Tredegar's stock price, stock options currently outstanding are dilutive in excess of the threshold set forth in APB Opinion No. 15. Accordingly, shares used to compute earnings per common and dilutive common equivalent share for 1996 and 1995 include common stock equivalents of 897,407 and 454,379 shares, respectively. Fully diluted earnings per common share is not materially different from the earnings per common and dilutive common equivalent share presented in the consolidated statements of income. The number of shares used in computing earnings per share were 13,105,023, 13,370,019 and 15,524,130 in 1996, 1995 and 1994, respectively. Stock Options Stock options, stock appreciation rights ("SARs") and restricted stock grants are accounted for under APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations whereby (i) no compensation cost is recognized for fixed stock option or restricted stock grants unless the quoted market price of the stock at the measurement date (ordinarily the date of grant or award) is in excess of the amount the employee is required to pay and (ii) compensation cost for SARs is recognized and adjusted up through the date of exercise or forfeiture based on the estimated number of SARs expected to be exercised times the difference between the market price of Tredegar's stock and the amount the employee is required to pay. The company provides additional pro forma disclosures of the fair-value based method in accordance with SFAS No. 123, "Accounting for Stock-Based Compensation" (see Note 12 on page 42). 2 BUSINESS SEGMENTS See pages 20-22 and the related Notes to Financial Tables on page 32 for net sales, operating profit, identifiable assets and other information about Tredegar's businesses that are presented for the years 1990-1996. The discussion of segment information is unaudited. 3 ACCOUNTS AND NOTES RECEIVABLE Accounts and notes receivable consist of the following: - ------------------------------------------------------------------- December 31 1996 1995 Trade, less allowance for doubtful accounts and sales returns of $3,487 and $5,330 in 1996 and 1995 $ 59,866 $69,618 Other 1,210 2,055 ------- ------- Total $ 61,076 $71,673 - ------------------------------------------------------------------- The decline in accounts and notes receivable during the period is due primarily to the sale of Molded Products and Brudi during 1996 (see Note 19 on page 47). 4 INVENTORIES Inventories consist of the following: - ------------------------------------------------------------------- December 31 1996 1995 Finished goods $ 1,677 $ 4,619 Work-in-process 1,782 4,217 Raw materials 7,958 17,946 Stores, supplies and other 6,241 6,366 ------- -------- Total $17,658 $33,148 - ------------------------------------------------------------------- Inventories stated on the LIFO basis amounted to $9,342 and $15,974 at December 31, 1996 and 1995, respectively, which are below replacement costs by approximately $13,748 and $14,212, respectively. The decline in inventories during the period is due primarily to the sale of Molded Products and Brudi during 1996 (see Note 19 on page 47). 5 ALUMINUM FORWARD SALES, PURCHASE AND FUTURES CONTRACTS In the normal course of business, Tredegar enters into fixed-price forward sales contracts with certain customers for the sale of fixed quantities of aluminum extrusions at scheduled intervals. In order to hedge its exposure to aluminum price volatility under these fixed-price arrangements, which generally have a duration of not more than 12 months, the company enters into a combination of forward purchase commitments and futures contracts to acquire aluminum, based on the scheduled deliveries. These contracts involve elements of credit and market risk that are not reflected on the company's balance sheet, including the risk of dealing with counterparties and their ability to meet the terms of the contracts. At December 31, 1996, open fixed-price forward sales contracts, representing commitments to sell 15.7 million pounds of aluminum in the form of finished product, were matched with open forward purchase and futures contracts. The weighted average cost per pound of aluminum on the commitment dates for open fixed-price forward sales contracts was approximately 71 cents per pound compared with 73 cents per pound at December 31, 1996. This unrealized loss of 2 cents per pound (approximately $300) was substantially hedged at December 31, 1996, by an unrealized gain of approximately the same amount on the matching open forward purchase commitments and futures contracts to acquire aluminum. 6 NONOPERATING ASSETS HELD FOR SALE Included in "Other assets and deferred charges" in the consolidated balance sheet at December 31, 1995, were nonoperating assets held for sale, primarily land and buildings related to closed facilities, totaling $6,057. Such assets were sold in 1996 at amounts approximating their carrying value, except for the former plastic films site in Fremont, California, which was sold in excess of its recorded amount (see Note 17 on page 47). 7 INVESTMENTS During 1996, Tredegar realized a gain of $2,139 ($1,369 after income taxes) on the sale of its equity investment in Indigo Medical, Inc. ("Indigo") to Johnson & Johnson. This gain is included in "Other income (expense), net" in the consolidated statements of income. Indigo is engaged in the development of catheter-based laser thermotherapy systems to treat enlargement of the prostate. During 1995, Tredegar recognized a charge of $694 for the write-off of another medical technology investment. This charge is included in "Selling, general and administrative" expenses in the consolidated statements of income. At December 31, 1996 and 1995, Tredegar had technology-related investments with a cost basis of $6,048 and $3,410, respectively, which represented ownership (either in the form of limited partnership shares, the stock of privately held companies or the restricted or unrestricted stock of companies that recently registered shares in initial public offerings) of less than 20% in seven separate entities. These investments are included in "Other assets and deferred charges" in the consolidated balance sheets and each security is accounted for at the lower of cost or estimated fair value. Management estimates the fair value of these investments to be in excess of $15,000. However, because of the inherent uncertainty of the valuations of restricted securities or securities for which there is no public market, these estimates may differ significantly from the values that would have been used had a ready market for the securities existed. Furthermore, the publicly traded stock of emerging, technology-based companies usually has higher volatility and risk than the U.S. stock market as a whole. 8 GOODWILL AND OTHER INTANGIBLES Goodwill and other intangibles, and the related accumulated amortization, are as follows: - --------------------------------------------------------------- December 31 1996 1995 Goodwill and other intangibles $50,259 $50,424 Divestitures (see Note 19 on page 47) (9,980) - Write-offs - (189) Additions and reclassifications 356 24 ------ ------- Subtotal 40,635 50,259 Accumulated amortization (20,503) (20,247) ------- -------- Net $20,132 $30,012 - --------------------------------------------------------------- 9 ACCRUED EXPENSES Accrued expenses consist of the following: - --------------------------------------------------------------- December 31 1996 1995 Payrolls, related taxes and medical and other benefits $13,347 $10,759 Workmen's compensation and disabilities 4,561 6,108 Vacation 4,201 5,397 Plant shutdowns and divestitures 2,061 2,773 Environmental 774 2,341 Other 7,543 11,270 ------- ------ Total $32,487 $38,648 - --------------------------------------------------------------- 10 DEBT AND CREDIT AGREEMENTS At December 31, 1996 and 1995, Tredegar's debt outstanding consisted of a $35,000, 7.2% fixed-rate note that matures in June 2003. The first annual principal payment of $5,000 is due in June 1997 and has been classified as long-term debt in accordance with Tredegar's ability to refinance such obligation on a long-term basis. At December 31, 1996, the prepayment value of the note was $35,900 and Tredegar estimates that an equivalent rate on similar debt would be 7.3%. Tredegar also has a revolving credit facility that permits borrowings of up to $275,000 (no amounts borrowed at December 31, 1996 and 1995). The facility matures on September 7, 2001, with an annual extension of one year permitted subject to the approval of participating banks. The facility provides for interest to be charged at a base rate (generally the London Interbank Offered Rate) plus a spread that is dependent on Tredegar's quarterly debt-to-total capitalization ratio. A facility fee is also charged on the $275,000 commitment amount. The spread and facility fee charged at various debt-to-total capitalization levels are as follows: - -------------------------------------------------------------------- Debt-to-Total (Basis Points) Capitalization Ratio ------------------------------ Spread Facility Fee Less than or equal to 35% 17.50 12.50 Greater than 35% and less than or equal to 50% 25.00 15.00 Greater than 50% 31.25 18.75 - -------------------------------------------------------------------- In addition, a utilization fee of 10 basis points is charged on the outstanding principal amount when more than $137,500 is borrowed under the agreement. The weighted average interest rate on all variable-rate loans outstanding during 1995 and 1994 was 6.7% and 4.9%, respectively (there were no such loans outstanding during 1996). Tredegar's loan agreements contain restrictions, among others, on the payment of cash dividends and the maximum debt-to-total capitalization ratio permitted (60%). At December 31, 1996, $82,655 was available for cash dividend payments, and $275,000 was available to borrow under the 60% debt-to-total capitalization ratio restriction. 11 SHAREHOLDER RIGHTS AGREEMENT Pursuant to a Rights Agreement dated as of June 15, 1989 (as amended), between Tredegar and American Stock Transfer and Trust Company as Rights Agent (the "Rights Agreement"), two-thirds of one Right is attendant to each share of Tredegar common stock. Each Right entitles the registered holder to purchase from Tredegar one one-hundredth of a share of Participating Cumulative Preferred Stock, Series A (the "Preferred Stock"), at an exercise price of $50 (the "Purchase Price"). The Rights will become exercisable, if not earlier redeemed, only if a person or group acquires 10% or more of the outstanding shares of Tredegar common stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 10% or more of Tredegar common stock. Any action by a person who, together with his associates and affiliates, owned 10% or more of the outstanding shares of Tredegar common stock on July 10, 1989, cannot cause the Rights to become exercisable. Each holder of a Right, upon the occurrence of certain events, will become entitled to receive, upon exercise and payment of the Purchase Price, Preferred Stock (or in certain circumstances, cash, property or other securities of Tredegar or a potential acquirer) having a value equal to twice the amount of the Purchase Price. The Rights will expire on June 30, 1999. 12 STOCK OPTION PLANS Tredegar has three stock option plans whereby stock options may be granted to purchase a specified number of shares of Tredegar common stock at a price not less than the fair market value on the date of grant and for a term not to exceed 10 years. Options ordinarily vest one year from the date of grant. In addition to stock options, recipients may also be granted SARs and restricted stock. No SARs have been granted since 1992 and when granted have been in tandem with stock options. Generally, the share appreciation that can be realized upon the exercise of SARs is limited to the fair market value at the date of grant. As a result, it is more likely that related stock options will be exercised rather than SARs when the price of Tredegar's common stock is in excess of $22.27 per share (Tredegar's closing stock price on December 31, 1996, was $40.125 per share). The compensation cost that has been charged against income for SARs was zero, $984 and $53 in 1996, 1995 and 1994, respectively. Had compensation cost for the company's stock-based compensation plans been determined based on the fair value at the grant dates consistent with the method prescribed by SFAS No. 123, the company's income and earnings per common and dilutive common equivalent share from continuing operations would have been reduced to the pro forma amounts indicated below: - ----------------------------------------------------------------- 1996 1995 Income from continuing operations: As reported $45,035 $24,053 Pro forma 43,814 23,280 Earnings per common and dilutive common equivalent share from continuing operations: As reported 3.44 1.80 Pro forma 3.34 1.74 - ------------------------------------------------------------------- The fair value of each option was estimated as of the grant date using the Black-Scholes option-pricing model. The assumptions used in this model for valuing stock options granted during 1996 and 1995 are provided below: - -------------------------------------------------------------------- 1996 1995 Dividend yield 1.0% 1.3% Volatility percentage 23.5% 23.8% Weighted average risk-free interest rate 5.7% 7.3% Holding period (years): Officers 9.4 10.0 Management 4.7 5.2 Others 3.2 3.2 Market price at date of grant: Officers and management $25.13 $12.50 Others 22.13 11.59 Exercise price for options granted where exercise price exceeds market price (applicable to officers and management only) 29.00 n/a - -------------------------------------------------------------------- Stock options granted during 1996 and 1995, and their estimated fair value at the date of grant, are provided below: - -------------------------------------------------------------------- 1996 1995 Stock options granted (number of shares): Where exercise price equals market price: Officers 40,000 90,000 Management 86,300 117,600 Others 53,300 11,400 Where exercise price exceeds market price: Officers 20,000 - Management 3,000 - ------- ------- Total 202,600 219,000 - --------------------------------------------------------------------- Estimated fair value of options per share at date of grant: Where exercise price equals market price: Officers $10.68 $5.81 Management 7.07 4.05 Others 4.88 2.97 Where exercise price exceeds market price: Officers 9.41 n/a Management 5.55 n/a Total estimated fair value of stock options granted 1,502 1,033 - --------------------------------------------------------------------- A summary of the company's stock options outstanding at December 31, 1996, 1995 and 1994, and changes during the years then ended, is presented below:
- --------------------------------------------------------------------------------------------------------------------------------- Number of Shares Exercise Price Per Share --------------------------- ------------------------ Options SARs Weighted Range Average Aggregate Outstanding at 12/31/93 734,400 694,650 $8.09 to $11.34 $ 9.85 $ 7,233 Granted in 1994 579,150 - 10.09 to 16.00 11.41 6,609 Lapsed in 1994 (56,250) (16,500) 8.59 to 11.34 10.10 (568) Options exercised in 1994 (9,000) (9,000) 8.09 to 11.14 9.67 (87) SARs exercised in 1994 (40,500) (40,500) 8.09 to 11.14 10.20 (413) ----------- ---------- ------------------------ ------- --------- Outstanding at 12/31/94 1,207,800 628,650 8.09 to 16.00 10.58 12,774 Granted in 1995 219,000 - 11.59 to 12.50 12.45 2,727 Lapsed in 1995 (10,350) (2,250) 10.09 to 11.59 10.43 (108) Options exercised in 1995 (177,750) (57,000) 8.09 to 16.00 10.22 (1,817) SARs exercised in 1995 (49,125) (49,125) 8.09 to 11.14 10.34 (508) ---------- --------- ------------------------ ------- --------- Outstanding at 12/31/95 1,189,575 520,275 8.09 to 16.00 10.99 13,068 Granted in 1996 202,600 - 22.13 to 29.00 24.78 5,020 Lapsed in 1996 (15,150) - 10.09 to 25.13 15.12 (229) Options exercised in 1996 (130,705) (60,955) 8.09 to 12.50 10.29 (1,345) ---------- -------- ----------------------- ------- --------- Outstanding at 12/31/96 1,246,320 459,320 $8.09 to $29.00 $13.25 $16,514 - ---------------------------------------------------------------------------------------------------------------------------------
The following table summarizes additional information about stock options outstanding and exercisable at December 31, 1996:
- -------------------------------------------------------------------------------------------------------------------- Options Outstanding at | Options Exercisable at December 31, 1996 | December 31, 1996 -------------------------------------------|---------------------------------- Weighted Average | --------------------------- | Weighted Remaining | Average Range of Contractual Exercise | Exercise Exercise Prices Shares Life (Years) Price | Shares Price | | $11.14 236,525 2.5 $11.14 | 236,525 $11.14 $ 8.09 to 11.18 228,795 5.2 8.38 | 228,795 8.38 10.09 to 16.00 396,775 7.2 11.93 | 394,108 11.95 11.59 to 12.50 186,675 8.1 12.48 | 148,290 12.47 22.13 to 29.00 197,550 9.1 24.82 | - - | $ 8.09 to $29.00 1,246,320 6.4 $13.25 | 1,007,718 $11.02 | | - --------------------------------------------------------------------------------------------------------------------
Stock options exercisable at December 31, 1995 totaled 883,974 shares. Stock options available for grant at December 31, 1996 and 1995 totaled 660,600 and 397,800 shares, respectively. 13 RENTAL EXPENSE AND CONTRACTUAL COMMITMENTS Rental expense was $2,760, $3,355 and $3,337 for 1996, 1995 and 1994, respectively. Rental commitments under all noncancelable operating leases as of December 31, 1996, are as follows. 1997 $1,582 1998 1,610 1999 1,286 2000 1,041 2001 481 Remainder 199 Total $6,199 - ----------------------------------------- Contractual obligations for plant construction and purchases of real property and equipment amounted to approximately $3,247 and $4,679 at December 31, 1996 and 1995, respectively. 14 RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS Tredegar has noncontributory defined benefit plans covering most employees. The plans for salaried and hourly employees currently in effect are based on a formula using the participant's years of service and compensation or using the participant's years of service and a dollar amount. Plan assets consist principally of common stock and government and corporate obligations. The components of net pension income for Tredegar's plans for 1996, 1995 and 1994 are as follows: - ---------------------------------------------------------------- 1996 1995 1994 Return on plan assets: Actual return $22,864 $28,434 $ (572) Expected return greater (lower) than actual (10,540) (17,065) 11,494 ------- ------- ------ Expected return 12,324 11,369 10,922 Amortization of transition asset 1,251 1,231 1,231 Service cost (benefits earned during the year) (2,116) (2,376) (3,016) Interest cost on projected benefit obligation (7,631) (7,192) (6,885) Amortization of prior service costs and gains or losses (782) (99) (942) ------- ------- ------ Net pension income $ 3,046 $ 2,933 $1,310 - ---------------------------------------------------------------- The following table presents a reconciliation of the funded status of Tredegar's pension plans at December 31, 1996, 1995 and 1994, to prepaid pension expense: - ---------------------------------------------------------------------- December 31 1996 1995 1994 Plan assets at fair value $166,582 $147,600 $125,390 Actuarial present value of benefit obligations: Accumulated benefit obligation (including vested benefits of $96,561, $90,895 and $77,858, respectively) (99,219) (93,077) (80,422) Projected compensation increase (9,676) (11,097) (9,296) --------- -------- --------- Projected benefit obligation (108,895) (104,174) (89,718) --------- -------- --------- Plan assets in excess of projected benefit obligation 57,687 43,426 35,672 Unrecognized net gain being amortized (31,486) (21,863) (16,862) Unrecognized transition asset being amortized (2,975) (4,226) (5,456) Unrecognized prior service costs being amortized 3,658 4,581 5,354 --------- ------- ------- Prepaid pension expense $ 26,884 $21,918 $18,708 - ---------------------------------------------------------------------- Prepaid pension expense of $26,884 and $21,918 is included in "Other assets and deferred charges" in the consolidated balance sheets at December 31, 1996 and 1995, respectively. Net pension income and plan obligations are calculated using assumptions of discount rates on projected benefit obligations, estimated rates of projected increases in compensation and expected rates of return on plan assets. The discount rate on projected benefit obligations was assumed to be 7.5% at December 31, 1996, 7.5% at December 31, 1995 and 8.25% at December 31, 1994. The rate of projected compensation increase and the expected long-term rate of return on plan assets was assumed to be 5% and 9%, respectively, each year. Net pension income is determined using assumptions as of the beginning of each year. Funded status is determined using assumptions as of the end of each year. Tredegar also has a non-qualified supplemental pension plan covering certain employees. The plan is designed to restore all or a part of the pension benefits that would have been payable to designated participants from Tredegar's principal pension plans if it were not for limitations imposed by income tax regulations. The projected benefit obligation relating to this unfunded plan was $894, $658 and $613 at December 31, 1996, 1995 and 1994, respectively, and pension expense recognized was approximately $150 annually. This information has been included in the above pension tables. In addition to providing pension benefits, Tredegar provides postretirement life insurance and health care benefits for certain groups of employees. Tredegar and retirees share in the cost of postretirement health care benefits, with employees retiring after July 1, 1993, receiving a fixed subsidy from Tredegar to cover a portion of their health care premiums. The components of net periodic postretirement benefit cost are as follows: - ---------------------------------------------------------------------- 1996 1995 1994 Service cost (benefits earned during the year) $(117) $(118) $(177) Interest cost on accumulated postretirement benefit obligation (448) (493) (492) Recognition of gains (losses) 101 74 (18) ------- ----- ------ Net postretirement benefit cost $(464) $(537) $(687) - ---------------------------------------------------------------------- The following table presents a reconciliation of the funded status of Tredegar's postretirement life insurance and health care benefit plans at December 31, 1996, 1995 and 1994, to accrued postretirement benefit cost: - ----------------------------------------------------------------------- December 31 1996 1995 1994 Plan assets at fair value $ - $ - $ - Accumulated postretirement benefit obligation (APBO): Retirees (3,283) (3,438) (3,085) Other fully eligible participants (1,253) (1,396) (1,593) Other active participants (1,769) (1,957) (1,852) ------- ------- ------- Total APBO (6,305) (6,791) (6,530) ------- ------- ------- APBO in excess of plan assets (6,305) (6,791) (6,530) Unrecognized gain (1,317) (1,219) (1,124) ------- ------- ------- Accrued postretirement benefit cost $(7,622) $(8,010) $(7,654) - ----------------------------------------------------------------------- Accrued postretirement benefit cost of $7,622 and $8,010 is included in "Other noncurrent liabilities" in the consolidated balance sheets of December 31, 1996 and 1995, respectively. The discount rate used in determining the accumulated postretirement benefit obligation was 7.5% at December 31, 1996, 7.5% at December 31, 1995 and 8.25% at December 31, 1994. The rate of annual pay increase for life insurance benefits was assumed to be 5% each year. The rate of increase in the per-capita cost of covered health care benefits for the indemnity plan was assumed to be 11% at December 31, 1996, 12% at December 31, 1995 and 13% at December 31, 1994. The rate of increase in the per-capita cost of covered health care benefits for the managed care plans was assumed to be 8.9% at December 31, 1996, 9.7% at December 31, 1995 and 10.4% at December 31, 1994. The rates for the per-capita cost of covered health care benefits were assumed to decrease gradually for the indemnity and managed care plans to 6% and 5%, respectively, in year 2002 and remain at that level thereafter. Net postretirement benefit cost is determined using assumptions as of the beginning of each year. Funded status is determined using assumptions as of the end of each year. If the health care cost trend rate assumptions were increased by 1%, the accumulated postretirement benefit obligation as of December 31, 1996, would increase by approximately $9. The effect of this increase on the sum of the service cost and interest cost components of net periodic postretirement benefit cost for 1996 would be immaterial. 15 SAVINGS PLAN Tredegar has a savings plan that allows eligible employees to voluntarily contribute a percentage of their compensation. Under the provisions of the plan, Tredegar matches a portion of the employee's contribution to the plan with shares of Tredegar common stock. Tredegar also has an unfunded non-qualified plan that restores matching benefits for employees suspended from the savings plan due to certain limitations imposed by income tax regulations. Charges recognized by Tredegar for these plans in 1996, 1995 and 1994 amounted to $2,348, $2,060 and $2,059, respectively. Tredegar's unfunded liability under the restoration plan was $1,221 and $723 at December 31, 1996 and 1995, respectively. 16 INCOME TAXES Income from continuing operations before income taxes and income taxes are as follows: - -------------------------------------------------------------------- 1996 1995 1994 Income from continuing operations before income taxes: Domestic $63,612 $36,494 $2,346 Foreign 5,383 1,828 2,988 ------- ------- ------ Total $68,995 $38,322 $5,334 - --------------------------------------------------------------------- Current income taxes: Federal $17,916 $10,050 $8,375 State 2,608 1,996 1,622 Foreign 1,665 683 827 ------- ------ ------- Total 22,189 12,729 10,824 ------- ------ ------- Deferred income taxes: Federal 1,105 1,448 (6,741) State 2 136 (424) Foreign 664 (44) 258 ------ ------ ------ Total 1,771 1,540 (6,907) ------- ------- ------- Total income taxes $23,960 $14,269 $3,917 - --------------------------------------------------------------------- The significant differences between the U.S. federal statutory rate and the effective income tax rate for continuing operations are as follows: - --------------------------------------------------------------------- Percent of Income From Continuing Operations Before Income Taxes --------------------------------------- 1996 1995 1994 Income tax expense at federal statutory rate 35.0 35.0 35.0 State taxes, net of federal income tax benefit 2.5 3.6 14.6 Foreign Sales Corporation (1.6) (1.3) (6.6) Tax-exempt interest income (.9) - - Research and development tax credit (.3) (1.0) (7.5) Goodwill amortization .1 .2 3.0 Write-off of certain goodwill - .1 31.1 Other items, net (.1) .6 3.8 ---- ---- ---- Effective income tax rate 34.7 37.2 73.4 - ---------------------------------------------------------------------- Deferred income taxes result from temporary differences between financial and income tax reporting of various items. The source of these differences and the tax effects for continuing operations are as follows: - ---------------------------------------------------------------------- 1996 1995 1994 Depreciation $(2,179) $ (14) $(3,472) Employee benefits 2,591 499 169 Plant shutdowns, divestitures and environmental accruals 409 743 778 Write-offs of certain goodwill and other intangibles - - (3,643) Other items, net 950 312 (739) -------- ----- -------- Total $ 1,771 $1,540 $(6,907) - ----------------------------------------------------------------------- Deferred tax liabilities and deferred tax assets as of December 31, 1996 and 1995, are as follows: - ----------------------------------------------------------------------- December 31 1996 1995 Deferred tax liabilities: Depreciation $8,220 $13,496 Pensions 9,699 8,274 Other 1,368 2,130 ------ ------- Total deferred tax liabilities 19,287 23,900 ------ ------- Deferred tax assets: Employee benefits 7,697 8,863 Allowance for doubtful accounts and sales returns 1,306 2,005 Inventory 1,170 1,493 Plant shutdowns and divestitures 752 834 Environmental accruals 294 621 Other 558 2,748 ------ ------ Total deferred tax assets 11,777 16,564 ------ ------ Net deferred tax liability $7,510 $7,336 - ----------------------------------------------------------------------- Included in the balance sheet: Noncurrent deferred tax liabilities in excess of assets $16,994 $22,218 Current deferred tax assets in excess of liabilities 9,484 14,882 ------ ------- Net deferred tax liability $ 7,510 $ 7,336 - ----------------------------------------------------------------------- 17 UNUSUAL ITEMS In 1996, unusual items totaling $11,427 (income, net) include a gain on the sale of Molded Products ($19,893, see Note 19), a gain on the sale of a former plastic films manufacturing site in Fremont, California ($1,968), a charge related to the loss on the divestiture of Brudi ($9,146, see Note 19) and a charge related to the write-off of specialized machinery and equipment due to excess capacity in certain industrial packaging films ($1,288). In 1995, unusual items totaling $78 (income, net) include a gain on the sale of Regal Cinema shares ($728), a charge related to the restructuring of APPX Software ($2,400) and a recovery in connection with a Film Products product liability lawsuit ($1,750). The APPX Software restructuring charge includes estimated losses on the disposal of assets, severance costs and cost for the termination of leases and certain contracts. The restructuring, which occurred in the first quarter of 1995, was aimed at eliminating operating losses. Such losses were $478 in the first quarter of 1995 and $4,700 in 1994. While new product development costs have been reduced, APPX Software continues to sell, maintain and support existing products. During 1996 and for the period April 1 to December 31, 1995 (the post-restructuring periods), APPX Software had an operating profit of $511 and $382, respectively. In 1994, unusual items totaling $16,494 include the write-off of certain Molded Products goodwill ($4,873), costs related to the closing of a Molded Products plant in Alsip, Illinois ($2,100) and the write-off of goodwill and other intangibles in APPX Software ($9,521). The goodwill write-off in Molded Products resulted from continued disappointing results in certain lines of its business (see Note 19). The write-off in APPX Software in 1994 is the result of management's determination that income generated by the acquired products would not be sufficient to recover the unamortized costs associated with the intangible software assets purchased by Tredegar in December 1992. 18 CONTINGENCIES Tredegar is involved in various stages of investigation and cleanup relating to environmental matters at certain of its plant locations. Where management has determined the nature and scope of any required environmental cleanup activity, estimates of cleanup costs have been obtained and accrued. As management continues its efforts to ensure compliance with environmental laws and regulations, additional contingencies may be identified. If additional contingencies are identified, it is management's practice to determine the nature and scope of such contingencies, obtain and accrue estimates of the cost of remediation, and perform remediation. While it is not possible to predict the course of ongoing environmental compliance activities, management does not currently believe that additional costs that could arise from such activities will have a material adverse effect on its financial position; however, such costs could have a material adverse effect on quarterly or annual operating results in a future period. Tredegar is involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsels' evaluation of such actions, management believes that Tredegar has sufficiently accrued for possible losses and that these actions will not have a material adverse effect on Tredegar's financial position; however, the resolution of such actions in a future period could have a material adverse effect on quarterly or annual operating results at that time. 19 DIVESTED AND DISCONTINUED OPERATIONS On March 29, 1996, Tredegar sold Molded Products to Precise Technology, Inc. ("Precise") for cash consideration of $57,500 ($53,973 after transaction costs). In addition, Tredegar received unregistered cumulative redeemable preferred stock of Precise with a face amount of $2,500, which is not currently marketable. Dividends on the preferred stock are payable quarterly at an annual rate of 7% beginning June 30, 1996. The preferred stock is redeemable in full on March 29, 2007, or earlier upon the occurrence of certain events. Both dividends and redemption are subordinated to other outstanding debt of Precise. No value has been assigned by Tredegar to the preferred stock received from Precise due to the uncertainty of redemption. Consistent therewith, dividend income on such stock is not recognized by Tredegar until received. During the second quarter of 1996, Tredegar completed the sale of Brudi for cash consideration of approximately $18,066 ($17,625 after transaction costs). Tredegar recognized a gain of $19,893 ($13,725 after income taxes) on the sale of Molded Products in the first quarter of 1996. The gain was partially offset by a first-quarter charge of $9,146 ($5,666 after income tax benefits) related to the loss on the divestiture of Brudi. The Molded Products gain includes a gain of $2,039 ($1,243 after income taxes) on the curtailment of participation by Molded Products employees in Tredegar's benefit plans. The Brudi charge includes a loss accrued of $1,000 ($640 after income tax benefits) for remaining payments under a noncompetition and secrecy agreement entered into when Tredegar acquired Brudi on April 1, 1991. The operating results for Molded Products were historically reported as part of the Plastics segment on a combined basis with Film Products and Fiberlux. Likewise, results for Brudi were combined with Aluminum Extrusions and reported as part of the Metal Products segment. Accordingly, results for Molded Products and Brudi have been included in continuing operations. Tredegar began reporting Molded Products and Brudi separately in its segment disclosures in 1995 after announcing its intent to divest these businesses (see pages 20-22). Additional information on the combined results of operations and net assets of these businesses is provided below: Condensed Statements of Income Molded Products and Brudi Combined - -------------------------------------------------------------------------- 1996 Through the (Unaudited) Date Divested 1995 1994 - --------------------------------------------------------------------------- Net sales $34,511 $116,745 $105,470 Costs and expenses: Operating costs and expenses 33,269 113,805 108,310 Interest allocated 283 899 1,170 Unusual items - - 6,973 ------- ------- ------- Total 33,552 114,704 116,453 ------- ------- ------- Income (loss) from Molded Products and Brudi before income taxes 959 2,041 (10,983) Income tax (benefit) 423 913 (3,802) ------- ------ -------- Income (loss) from Molded Products and Brudi $ 536 $ 1,128 $(7,181) - --------------------------------------------------------------------------- Condensed Statements of Net Assets Molded Products and Brudi Combined - --------------------------------------------------------------------------- As of Date Divested December 31, (Unaudited) in 1996 1995 - --------------------------------------------------------------------------- Current assets: Accounts and notes receivable $15,495 $13,964 Inventories 14,233 13,858 Deferred income taxes 1,612 1,476 Prepaid expenses and other 374 82 ------ ------ Total current assets 31,714 29,380 ------ ------ Net property, plant and equipment 32,832 33,129 Goodwill and other intangibles 9,980 10,174 ------ ------ Total assets 74,526 72,683 ------ ------ Total current liabilities 9,053 9,108 Deferred income taxes 3,238 2,971 Other noncurrent liabilities 345 460 ------ ------ Total liabilities 12,636 12,539 ------ ------ Net assets of Molded Products and Brudi $61,890 $60,144 - --------------------------------------------------------------------------- Transactions between Tredegar and Molded Products and Brudi were reflected as though they were settled immediately and there were no amounts due to or from Tredegar at the end of any period. All of Molded Products' full-time employees participated in Tredegar's noncontributory defined benefit plan for salaried employees. Most of these employees also participated in Tredegar's welfare (medical, life and disability) and savings plans. Related costs for participation in these plans were allocated to Molded Products and were included in the above condensed statements of income. Interest expense was allocated to Molded Products and Brudi based upon the ratio of their capital employed (net assets) to Tredegar's consolidated capital employed. For federal income tax purposes, operating results of Molded Products and Brudi through the date of disposal were included in Tredegar's consolidated tax return. Their related provision for income taxes represents their allocated share of Tredegar's income tax expense. The allocated share approximates income tax expense that would have been incurred had Molded Products and Brudi separately filed a consolidated tax return and computed income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." On August 16, 1994, the Elk Horn Coal Corporation ("Elk Horn"), Tredegar's 97% owned coal subsidiary, was acquired by Pen Holdings, Inc., for an aggregate consideration of approximately $71,000 ($67,485 after minority interest and transaction costs). Tredegar realized an after-tax gain on the transaction of $25,740. In the first quarter of 1994, Tredegar recognized an income tax benefit of $3,320 on the difference between the financial reporting and income tax basis of Elk Horn. On February 4, 1994, Tredegar sold its remaining oil and gas properties for approximately $8,000 and recognized an after-tax gain of $3,938. The divestiture of Elk Horn completed Tredegar's exit from the Energy segment. Accordingly, information about the revenues, expenses, income, financial condition and cash flows of this segment have been presented as discontinued operations. In accordance with applicable accounting pronouncements, a $6,194 charge ($3,964 after income tax benefits) was recognized as a reduction to the gain on the disposal of Elk Horn for the estimated present value of the portion of the unfunded obligation under the Coal Industry Retiree Health Benefit Act of 1992 (the "Act") assumed by Tredegar in the divestiture transaction. Under the Act, assigned operators (former employers) are responsible for a portion of the funding of medical and death benefits of certain retired miners and dependents of the United Mine Workers of America. The obligation under the Act is reflected in Tredegar's consolidated balance sheet in "Other noncurrent liabilities." The net periodic cost of the obligation (interest and the amortization of gains of $158 in 1996) since the Elk Horn divestiture is reflected in Tredegar's consolidated statements of income in "Other income (expense), net." At December 31, 1996 and 1995, the accrued costs for Tredegar's obligation under the Act were $5,793 and $6,000, respectively, including an unfunded obligation of $2,943 and $4,703, respectively, and an unrecognized gain of $2,850 and $1,297, respectively. The discount rate used in determining the unfunded obligation was 7.5%, 7.5% and 8.25% at December 31, 1996, 1995 and 1994, respectively. The medical premium trend rate was assumed to be 11%, 12% and 13% at December 31, 1996, 1995 and 1994, respectively, with a gradual decrease to 6% in year 2004, 6% in year 2004 and 6.75% in year 2003, respectively, and remaining at that level thereafter. The accrued cost was determined using assumptions at the end of each period, and the net periodic cost was determined using assumptions as of the beginning of each period. If the medical premium trend rate were increased by 1%, the obligation at December 31, 1996, would increase by approximately $167. The effect of this increase on the annual interest cost component of the net periodic cost would be immaterial. The condensed statement of income of the discontinued Energy segment is presented below through August 16, 1994, the date Elk Horn was acquired by Pen Holdings, Inc.: Condensed Statement of Income Discontinued Energy Segment - ----------------------------------------------------------------------------- January 1, 1994 to (Unaudited) August 16, 1994 - ------------------------------------------------------------------------------ Net sales $19,868 Costs and expenses: Operating costs and expenses 13,229 Interest allocated 337 -------- Total 13,566 -------- Income from Energy segment operations before income taxes 6,302 Income taxes 2,082 ------- Income from Energy segment operations $4,220 - ------------------------------------------------------------------------------ All of the Energy segment's full-time employees participated in Tredegar's noncontributory defined benefit plan for salaried employees. These employees also participated in Tredegar's welfare (medical, life and disability) and savings plans. Accordingly, related costs were allocated to discontinued operations. Interest expense was allocated to discontinued operations based upon the ratio of the Energy segment's capital employed (net assets) to Tredegar's consolidated capital employed. For federal income tax purposes, results of the Energy segment's operations through the date of disposal were included in Tredegar's consolidated tax return. The Energy segment's provision for income taxes represents its allocated share of Tredegar's income tax expense. The allocated share approximates income tax expense that would have been incurred had the Energy segment separately filed a consolidated tax return and computed income taxes in accordance with SFAS No. 109. SHAREHOLDER INFORMATION Annual Meeting The annual meeting of shareholders of Tredegar Industries, Inc., will be held on May 22, 1997, beginning at 9:30 a.m. E.D.T. at the Jefferson Hotel in Richmond, Virginia. Formal notices of the annual meeting, proxies and proxy statements will be mailed to shareholders on or before March 31. Corporate Headquarters 1100 Boulders Parkway Richmond, Virginia 23225 PHONE 804-330-1000 E-MAIL invest@tredegar.com WEB SITE http://www.tredegar.com Number of Employees Approximately 2,200 Counsel Hunton & Williams Richmond, Virginia Independent Accountants Coopers & Lybrand, L.L.P. Richmond, Virginia Stock Listing New York Stock Exchange Ticker Symbol: TG Transfer Agent and Registrar American Stock Transfer & Trust Company New York, New York Inquiries Inquiries concerning stock transfers, dividend reimbursements, consolidating accounts, changes of address, or lost or stolen stock certificates should be directed to: American Stock Transfer & Trust Company Shareholder Services Department 40 Wall Street - 46th Floor New York, New York 10005 PHONE 800-937-5449 All other inquiries should be directed to: Tredegar Industries, Inc. Corporate Communications Department 1100 Boulders Parkway Richmond, Virginia 23225 PHONE 804-330-1044 Interim Report Distribution Tredegar does not distribute quarterly reports through brokerages or banks. If your shares of Tredegar common stock are held through a third party, such as a bank or brokerage, and you would like to receive quarterly reports, please write or call Corporate Communications at the above address. Dividend Information During 1995 and 1996, Tredegar paid quarterly dividends of $.06 per share, or $.24 per share on an annual basis. Beginning with the dividend payment on January 1, 1997, the quarterly dividend was increased to $.08 per share, or $.32 per share on an annual basis. All decisions with respect to payment of dividends will be made by the Board of Directors based upon Tredegar's earnings, financial condition, anticipated cash needs and such other considerations as the Board deems relevant. See Note 10 of Notes to Financial Statements on page 42 for details of restrictions on dividends. Market Prices of Common Stock and Shareholder Data The following table shows the reported high and low closing prices of Tredegar's common stock by quarter for the past two years. - ----------------------------------------------------------------- 1996 1995 ----------- ----------- High Low High Low First Quarter $25.88 $20.50 $13.92 $11.58 Second Quarter 35.00 24.25 16.58 13.42 Third Quarter 34.38 29.00 21.25 17.25 Fourth Quarter 45.38 34.25 23.17 18.33 - ----------------------------------------------------------------- Tredegar has no preferred stock outstanding. There were 12,258,028 shares of common stock held by 6,906 shareholders of record on January 31, 1997. Plants, Facilities and Offices Corporate Headquarters: Richmond, Virginia Tredegar Film Products: Carbondale, Pennsylvania Cincinnati, Ohio LaGrange, Georgia Manchester, Iowa New Bern, North Carolina Tacoma, Washington Terre Haute, Indiana (2) (plant and technical center) Kerkrade, the Netherlands Kobe, Japan Buenos Aires, Argentina San Juan, Argentina Sao Paulo, Brazil Fiberlux: Pawling, New York Purchase, New York Aluminum Extrusions: Carthage, Tennessee Kentland, Indiana Newnan, Georgia Tredegar Investments: Seattle, Washington APPX Software: Richmond, Virginia Molecumetics: Bellevue, Washington
                                                                      Exhibit 21

                            TREDEGAR INDUSTRIES, INC.
                                    Virginia

                                                       Jurisdiction
Name of Subsidiary                                   of Incorporation

APPX Software, Inc.                                  Virginia
The William L. Bonnell Company, Inc.                 Georgia
Capitol Products Corporation                         Pennsylvania
Fiberlux, Inc.                                       Virginia
Idlewood Properties, Inc.                            Virginia
Molecumetics Institute, Ltd.                         Virginia
Molecumetics, Ltd.                                   Virginia
Tredegar Brazil Industria                            Brazil
         De Plasticos Ltda.
Tredegar Development Corporation                     Virginia
Tredegar Exploration, Inc.                           Virginia
Tredegar Film Products Argentina S.A.                Argentina
Tredegar Film Products, B.V.                         Netherlands
Tredegar Foreign Sales Corporation                   U.S. Virgin Islands
Tredegar Investments, Inc.                           Virginia
Tredegar Reserves, Inc.                              Virginia
Virginia Techport, Inc.                              Virginia


                                                                    EXHIBIT 23.1



CONSENT OF COOPERS & LYBRAND L.L.P.


We consent to the  incorporation by reference in the registration  statements of
Tredegar Industries, Inc. on Form S-3 (File No. 33-57268) and on Forms S-8 (File
No. 33-31047, File No. 33-50276, File No. 33-64647 and File No. 33-12985) of our
report  dated  January  14,  1997 on our  audits of the  consolidated  financial
statements of Tredegar  Industries,  Inc., and  subsidiaries  as of December 31,
1996 and 1995,  and for each of the three years in the period ended December 31,
1996,  which report appears on page 34 of the 1996 Annual Report to Shareholders
of Tredegar Industries, Inc.


/s/ Coopers & Lybrand L.L.P.



Richmond, Virginia
March 3, 1997


 

5 THE SCHEDULE CONTAINS UNAUDITED SUMMARY FINANCIAL INFORMATION FOR TREDEGAR INDUSTRIES, INC. AND SUBSIDIARIES EXTRACTED FROM THE BALANCE SHEET AS OF DECEMBER 31, 1996 AND THE STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 12-MOS DEC-31-1996 DEC-31-1996 101,261 0 64,563 3,487 17,658 194,422 260,200 169,771 341,077 61,301 35,000 0 0 113,019 99,526 341,077 523,551 527,799 417,270 417,270 38,877 481 2,176 68,995 23,960 45,035 0 0 0 45,035 3.44 0.00