SEC Filing | Tredegar Corporation

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-Q (Mark One) ___ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) / X / OF THE SECURITIES EXCHANGE ACT OF 1934 - ---- For the quarterly period ended June 30, 2001 OR ___ TRANSITION 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 Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Virginia 54-1497771 - ------------------------------- ----------------------------------- (State or Other Jurisdiction of (I.R.S. Employer 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 -------------- Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- The number of shares of Common Stock, no par value, outstanding as of July 31, 2001: 38,113,427.

PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Tredegar Corporation Consolidated Balance Sheets (In Thousands) (Unaudited) June 30, Dec. 31, 2001 2000 ------------ ------------ Assets Current assets: Cash and cash equivalents $ 71,785 $ 44,530 Receivable from securities brokers 1,742 292 Accounts and notes receivable 100,048 96,652 Income taxes recoverable 3,228 3,857 Inventories 42,868 46,825 Deferred income taxes 13,916 13,788 Prepaid expenses and other 2,952 2,818 ------------ ------------ Total current assets 236,539 208,762 ------------ ------------ Property, plant and equipment, at cost 535,060 518,174 Less accumulated depreciation and amortization 256,260 244,667 ------------ ------------ Net property, plant and equipment 278,800 273,507 ------------ ------------ Venture capital investments 198,476 232,259 Other assets and deferred charges 52,937 49,661 Goodwill and other intangibles 139,076 139,579 ------------ ------------ Total assets $ 905,828 $ 903,768 ============ ============ Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 54,091 $ 51,818 Accrued expenses 37,739 36,593 ------------ ------------ Total current liabilities 91,830 88,411 Long-term debt 264,495 268,102 Deferred income taxes 36,219 40,650 Other noncurrent liabilities 9,320 8,877 ------------ ------------ Total liabilities 401,864 406,040 ------------ ------------ Shareholders' equity: Common stock, no par value 106,739 106,587 Common stock held in trust for savings restoration plan (1,212) (1,212) Unrealized gain on available-for-sale securities 23,067 29,331 Foreign currency translation adjustment (4,941) (5,732) Loss on derivative financial instruments (810) - Retained earnings 381,121 368,754 ------------ ------------ Total shareholders' equity 503,964 497,728 ------------ ------------ Total liabilities and shareholders' equity $ 905,828 $ 903,768 ============ ============ See accompanying notes to financial statements. 2

Tredegar Corporation Consolidated Statements of Income (In Thousands) (Unaudited) Second Quarter Six Months Ended June 30 Ended June 30 ------------------------- ------------------------ 2001 2000 2001 2000 ------------ ------------ ----------- ------------ Revenues: Gross sales $ 201,442 $ 228,010 $ 396,931 $ 464,520 Freight 3,998 4,507 7,685 8,789 ------------ ------------ ----------- ------------ Net sales 197,444 223,503 389,246 455,731 Other income (expense), net 2,237 20,694 (3,688) 33,926 ------------ ------------ ----------- ------------ Total 199,681 244,197 385,558 489,657 ------------ ------------ ----------- ------------ Costs and expenses: Cost of goods sold 160,982 178,608 317,837 365,002 Selling, general and administrative 11,389 13,323 23,331 25,925 Research and development 8,003 5,687 15,257 11,977 Amortization of intangibles 1,242 1,276 2,456 2,552 Interest 3,232 4,307 7,273 8,602 Unusual items (971) (525) 629 4,959 ------------ ------------ ----------- ------------ Total 183,877 202,676 366,783 419,017 ------------ ------------ ----------- ------------ Income from continuing operations before income taxes 15,804 41,521 18,775 70,640 Income taxes 3,691 15,153 4,761 25,809 ------------ ------------ ----------- ------------ Income from continuing operations 12,113 26,368 14,014 44,831 Income from discontinued operations 1,396 - 1,396 - ------------ ------------ ----------- ------------ Net income $ 13,509 $ 26,368 $ 15,410 $ 44,831 ============ ============ =========== ============ Earnings per share: Basic: Continuing operations $ .32 $ .70 $ .37 $ 1.19 Discontinued operations .04 - .04 - ------------ ------------ ----------- ------------ Net income $ .36 $ .70 $ .41 $ 1.19 ============ ============ =========== ============ Diluted: Continuing operations $ .31 $ .68 $ .36 $ 1.15 Discontinued operations .04 - .04 - ------------ ------------ ----------- ------------ Net income $ .35 $ .68 $ .40 $ 1.15 ============ ============ =========== ============ Shares used to compute earnings per share: Basic 38,055 37,911 38,053 37,815 Diluted 38,838 39,067 38,818 38,999 Dividends per share $ .04 $ .04 $ .08 $ .08 See accompanying notes to financial statements. 3

Tredegar Corporation Consolidated Statements of Cash Flows (In Thousands) (Unaudited) Six Months Ended June 30 ------------------------ 2001 2000 ------------ ----------- Cash flows from operating activities: Net income from continuing operations $ 14,014 $ 44,831 Adjustments for noncash items: Depreciation 16,099 16,189 Amortization of intangibles 2,456 2,552 Deferred income taxes (179) (1,446) Accrued pension income and postretirement benefits (5,108) (3,809) Loss (gain) on sale of venture capital investments 4,861 (33,541) Loss on equipment writedowns and divestitures - 4,768 Changes in assets and liabilities, net of effects from acquisitions and divestitures: Accounts and notes receivable (3,318) 4,783 Inventories 4,080 702 Income taxes recoverable 629 - Prepaid expenses and other (135) (1,701) Accounts payable 3,458 (7,337) Accrued expenses and income taxes payable 528 (7,679) Other, net 2,164 480 ------------ ----------- Net cash provided by operating activities 39,549 18,792 ------------ ----------- Cash flows from investing activities: Capital expenditures (22,109) (39,489) Venture capital investments (9,108) (47,011) Proceeds from the sale of venture capital investments 26,792 41,451 Proceeds from property disposals and divestitures 353 9,357 Other, net (1,724) 1,129 ------------ ----------- Net cash used in investing activities (5,796) (34,563) ------------ ----------- Cash flows from financing activities: Dividends paid (3,043) (3,037) Net (decrease) increase in borrowings (3,607) 5,000 Proceeds from exercise of stock options (including related income tax benefits realized) 152 3,487 ------------ ----------- Net cash (used in) provided by financing activities (6,498) 5,450 ------------ ----------- Increase (decrease) in cash and cash equivalents 27,255 (10,321) Cash and cash equivalents at beginning of period 44,530 25,752 ------------ ----------- Cash and cash equivalents at end of period $ 71,785 $ 15,431 ============ =========== See accompanying notes to financial statements. 4

TREDEGAR CORPORATION NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements of Tredegar Corporation and Subsidiaries ("Tredegar") contain all adjustments necessary to present fairly, in all material respects, Tredegar's consolidated financial position as of June 30, 2001, and the consolidated results of operations and cash flows for the six months ended June 30, 2001 and 2000. All such adjustments are deemed to be of a normal recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in Tredegar's Annual Report on Form 10-K for the year ended December 31, 2000. The results of operations for the six months ended June 30, 2001 are not necessarily indicative of the results to be expected for the full year. Effective January 1, 2001, we adopted the new accounting standard for derivative instruments and hedging activities issued by the Financial Accounting Standards Board. This standard affects our accounting for futures contracts to hedge aluminum price risk and our interest rate swap agreements to hedge interest rate risk. 2. See pages 10 through 12 for information on unusual items recognized during the quarter and the six months ended June 30, 2001 and 2000. 3. A summary of our venture capital activities for the quarter and six months ended June 30, 2001 and 2000, is provided below: (In Thousands) Second Quarter Six Months Ended June 30 Ended June 30 ------------------------- ------------------------ 2001 2000 2001 2000 ------------ ------------ ------------ ----------- Carrying value, beginning of period $ 199,457 $ 224,980 $ 232,259 $ 140,698 Activity for period (pre-tax): New investments 4,757 25,408 9,108 47,011 Proceeds from the sale of investments (17,910) (25,112) (28,242) (43,435) Realized gains 11,617 20,746 18,862 37,005 Realized losses, write-offs and write-downs (9,830) (310) (23,723) (3,464) Increase (decrease) in net unrealized gain on available-for-sale securities 10,385 16,565 (9,788) 84,462 ------------ ------------ ------------ ----------- Carrying value, end of period $ 198,476 $ 262,277 $ 198,476 $ 262,277 ============ ============ ============ =========== Our remaining unfunded commitments to private venture capital funds totaled approximately $40.5 million at June 30, 2001, and $50.9 million at December 31, 2000. A schedule of investments is provided on the following two pages. 5

- ------------------------------------------------------------------------------------------------------------------------------------ Tredegar Corporation Schedule of Investments at June 30, 2001 and December 31, 2000 (In Thousands, Except Per-Share Amounts) Yrs. Web Site Investment Symbol Held(a) Description (www.) - ------------------------------------------------------------------------------------------------------------------------------------ Securities of Public Companies Held: Adolor Corporation ADLR 2.6 Develops pain-management therapeutic drugs adolor.com Illumina, Inc. ILMN 2.6 Fiber optic sensor technology for drug screening illumina.com Rosetta Inpharmatics, Inc. RSTA 4.1 Gene function/drug screening on a chip rii.com Vascular Solutions VASC 3.5 Vascular access site closure system vascularsolutions.com SignalSoft Corporation SGSF 3.3 Wireless caller location detection software signalsoftcorp.com Openwave Systems, Inc. OPWV 1.6 Infrastructure applications for the Internet openwave.com Eprise Corporation EPRS 3.5 Web site maintenance & development tool eprise.com CardioGenesis Corporation CGCP 7.1 Coronary revascularization eclipsesurg.com Superconductor Tech., Inc. SCON 2.0 Manufactures filters for wireless networks suptech.com Cisco Systems, Inc. CSCO 2.0 Worldwide leader in networking for the Internet cisco.com Nortel Networks Corporation NT 3.3 Networking solutions and services nortelnetworks.com - ------------------------------------------------------------------------------------------------------------------------------------ Total securities of public companies held - ------------------------------------------------------------------------------------------------------------------------------------ Securities of Private Companies Held: CryoGen 5.8 Micro-cryogenic catheters for medical applications cryogen-inc.com Sensitech Inc. 4.3 Perishable product mgmt. solutions sensitech.com Bell Geospace 4.0 Presentation of 3D data to the oil & gas industry bellgeo.com Songbird Medical, Inc. 3.9 Disposable hearing aids RedCreek Communications 3.9 Internet and intranet security redcreek.com Appliant, Inc. 3.7 Software tools for managing executable software appliant.com Ellipsys Technologies, Inc. 3.7 Telephone system error detection ellipsystech.com HemoSense 3.6 Point of care blood coagulation time test device hemosense.com Moai Technologies, Inc. 3.5 System for holding auctions on the Internet moai.com Babycare, Ltd. 3.4 Direct retailing of baby care products in China NovaLux, Inc. 3.1 Blue-green light lasers novalux.com IRSI 3.1 Optical inspection systems irsinc.com Xcyte Therapies, Inc. 2.9 Develops drugs to treat cancer & other disorders xcytetherapies.com Advanced Diagnostics, Inc. 2.6 3-D medical imaging equipment Praxon, Inc. 2.5 Integrated business communications equipment praxon.com AdiCom Wireless, Inc. 2.5 Wireless local loop technology adicomwireless.com EndoVasix, Inc. 2.4 Device for treatment of ischemic strokes endovasix.com eWireless, inc. 2.4 Technology linking cell phone users & advertising ewireless.com Cooking.com, Inc. 2.3 Sales of cooking-related items over the Internet cooking.com MediaFlex.com 2.2 Internet-based printing & publishing mediaflex.com eBabyCare Ltd. 2.1 Sales of babycare products over the Internet in China Kodiak Technologies, Inc. 2.0 Cooling products for organ & pharma transport kodiaktech.com Artemis Medical, Inc. 2.0 Medical devices for breast cancer surgery CEPTYR, Inc. 1.9 Develops small molecule drugs ceptyr.com GreaterGood.com 1.9 Internet marketing targeted at donors to charities greatergood.com Etera Corporation 1.8 Sales of branded perennial plants over the Internet etera.com ThinkFree.com 1.7 Java-based software complementary to Microsoft Office thinkfree.com BroadRiver Communications 1.6 Local DSL provider purepacket.com Quarry Technologies, Inc. 1.6 Technology for delivery of differentiated service levels quarrytech.com Norborn Medical, Inc. 1.5 Device for treatment of cardiovascular disease FastTrack Systems, Inc. 1.4 Clinical trial data management information systems Riveon, Inc. 1.4 Web-based data mining software for business managers MedManage Systems Inc. 1.2 Management of prescription drug sampling programs Linx Communications, Inc. 1.0 Unified communications and messaging systems Infinicon, Inc. 1.0 Manufacturer of infiniband input/output products Cbyon, Inc. 1.0 Provider of software image data to assist surgeons Extreme Devices .8 Manufacturer of integrated, solid-state electron source - ------------------------------------------------------------------------------------------------------------------------------------ Subtotal securities of private companies held - ------------------------------------------------------------------------------------------------------------------------------------ See notes on page 7. - ------------------------------------------------------------------------------------------------------------------------------------ Tredegar Corporation Schedule of Investments at June 30, 2001 and December 31, 2000 (In Thousands, Except Per-Share Amounts) - ------------------------------------------------------------------------------------------------------------------------------------ Public Common Stock or Equivalents at 6/30/01 6/30/01 (e) 12/31/00 (e) ----------------------------- ------------------------------------------------------------ Estimated Restricted Estimated Estimated Shares Closing Stock Dis- Fair Carrying Cost Fair Carrying Cost Investment Held Price count (c) Value (b) Value (b) Basis Value (b) Value (b) Basis - ------------------------------------------------------------------------------------------------------------------------------------ Securities of Public Companies Held: Adolor Corporation 658 $ 21.60 0% $ 14,220 $ 14,220 $ 2,693 $ 12,291 $ 12,291 $ 3,000 Illumina, Inc. 1,480 11.78 0% 17,435 17,435 3,520 21,395 21,395 3,925 Rosetta Inpharmatics, Inc. 195 15.50 0% 3,027 3,027 907 13,599 13,599 4,745 Vascular Solutions 861 8.27 0% 7,118 7,118 2,429 5,060 5,060 2,450 SignalSoft Corporation 412 11.50 0% 4,717 4,717 1,330 7,261 7,261 3,006 Openwave Systems, Inc. 1 34.70 0% 49 49 7 2,689 2,689 348 Eprise Corporation - - 0% - - - 2,633 2,633 2,382 CardioGenesis Corporation 113 2.94 0% 333 333 616 381 381 2,464 Superconductor Tech., Inc. - - 0% - - - 603 603 552 Cisco Systems, Inc. 14 18.20 0% 246 246 200 405 405 200 Nortel Networks Corporation 24 9.03 20% 174 174 117 617 617 117 - ------------------------------------------------------------------------------------------------------------------------------------ Total securities of public companies held 47,319 47,319 11,819 66,934 66,934 23,189 - ------------------------------------------------------------------------------------------------------------------------------------ Securities of Private Companies Held CryoGen 4,430 3,179 3,179 4,265 3,054 3,054 Sensitech Inc. 3,194 2,333 2,333 3,154 2,333 2,333 Bell Geospace - - 3,500 - - 3,500 Songbird Medical, Inc. 8,116 4,210 4,210 8,013 4,210 4,210 RedCreek Communications 706 549 2,256 706 549 2,256 Appliant, Inc. 6,434 3,899 3,899 6,352 3,899 3,899 Ellipsys Technologies, Inc. - - 2,275 - - 2,275 HemoSense 2,769 2,485 2,485 2,733 2,485 2,485 Moai Technologies, Inc. 4,679 2,021 2,021 6,263 2,021 2,021 Babycare, Ltd. - - 1,009 - - 1,009 NovaLux, Inc. 50,724 10,149 10,149 50,801 10,149 10,149 IRSI 2,542 2,542 4,700 14,993 3,825 4,700 Xcyte Therapies, Inc. 5,589 3,795 3,795 5,598 3,795 3,795 Advanced Diagnostics, Inc. 1,556 1,621 1,621 1,321 1,371 1,371 Praxon, Inc. - - 2,309 - - 2,309 AdiCom Wireless, Inc. - - 4,062 2,648 2,648 4,062 EndoVasix, Inc. 4,264 4,000 4,000 4,270 4,000 4,000 eWireless, inc. 47,655 2,250 2,250 47,728 2,250 2,250 Cooking.com, Inc. 1,500 1,500 4,500 1,500 1,500 4,500 MediaFlex.com - - 3,500 4,085 3,500 3,500 eBabyCare Ltd. - - 314 - - 314 Kodiak Technologies, Inc. 1,934 1,934 1,934 1,694 1,694 1,694 Artemis Medical, Inc. 3,267 2,467 2,467 3,201 2,467 2,467 CEPTYR, Inc. 1,750 1,750 1,750 1,750 1,750 1,750 GreaterGood.com - - 3,797 - - 3,781 Etera Corporation - - 5,500 5,269 5,000 5,000 ThinkFree.com 3,773 1,491 1,491 3,696 1,491 1,491 BroadRiver Communications - - 4,779 9,136 4,779 4,779 Quarry Technologies, Inc. 2,567 2,567 4,046 3,425 3,425 3,425 Norborn Medical, Inc. - - 188 - - 188 FastTrack Systems, Inc. 7,182 5,479 5,479 7,962 5,134 5,134 Riveon, Inc. - - 1,975 1,700 1,700 1,700 MedManage Systems Inc. 4,000 4,000 4,000 4,000 4,000 4,000 Linx Communications, Inc. 3,000 3,000 3,000 3,000 3,000 3,000 Infinicon, Inc. 3,485 3,485 3,485 3,485 3,485 3,485 Cbyon, Inc. 3,500 3,500 3,500 3,500 3,500 3,500 Extreme Devices 5,000 5,000 5,000 5,000 5,000 5,000 - ------------------------------------------------------------------------------------------------------------------------------------ Subtotal securities of private companies held 183,616 79,206 120,758 221,248 98,014 118,386 - ------------------------------------------------------------------------------------------------------------------------------------ See notes on page 7. 6

- ------------------------------------------------------------------------------------------------------------------------------------ Tredegar Corporation Schedule of Investments at June 30, 2001 and December 31, 2000 (In Thousands, Except Per-Share Amounts) Yrs. Web Site Investment Held (a) Description (www.) - ------------------------------------------------------------------------------------------------------------------------------------ Total securities of public companies held (from page 6) - ------------------------------------------------------------------------------------------------------------------------------------ Subtotal securities of private companies held (from page 6) Locus Discovery .6 Computational chemogenomics technology eTunnels .5 VPNs across all ISPs and companies Elixir .5 Evaluation technology for anti-aging compounds - ------------------------------------------------------------------------------------------------------------------------------------ Total securities of private companies held - ------------------------------------------------------------------------------------------------------------------------------------ Limited partnership interests in private venture capital funds (period held of .6 - 8.8 years) (d) - ------------------------------------------------------------------------------------------------------------------------------------ Total investments Estimated taxes on assumed disposal at fair value - ------------------------------------------------------------------------------------------------------------------------------------ Estimated net asset value ("NAV") - ------------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------------ Tredegar Corporation Schedule of Investments at June 30, 2001 and December 31, 2000 6/30/01 (e) 12/31/00 (e) (In Thousands, Except Per-Share Amounts) --------------------------------------------------------------- Estimated Estimated Fair Carrying Cost Fair Carrying Cost Investment Value (b) Value (b) Basis Value (b) Value (b) Basis - ------------------------------------------------------------------------------------------------------------------------------------ Total securities of public companies held (from page 6) 47,319 47,319 11,819 66,934 66,934 23,189 - ------------------------------------------------------------------------------------------------------------------------------------ Subtotal securities of private companies held (from page 6) 183,616 79,206 120,758 221,248 98,014 118,386 Locus Discovery 3,000 3,000 3,000 3,000 3,000 3,000 eTunnels 3,000 3,000 3,000 3,000 3,000 3,000 Elixir 250 250 250 250 250 250 - ------------------------------------------------------------------------------------------------------------------------------------ Total securities of private companies held 189,866 85,456 127,008 227,498 104,264 124,636 - ------------------------------------------------------------------------------------------------------------------------------------ Limited partnership interests in private venture capital funds (period held of .6 - 8.8 years) (d) 96,295 65,701 71,041 109,099 61,061 65,271 - ------------------------------------------------------------------------------------------------------------------------------------ Total investments 333,480 $ 198,476 $ 209,868 403,531 $ 232,259 $ 213,096 -------------------- --------------------- Estimated taxes on assumed disposal at fair value 44,501 68,557 - ------------------------------------------------------------------------------- ----------- Estimated net asset value ("NAV") $ 288,979 $ 334,974 - ------------------------------------------------------------------------------- ----------- Notes: (a) The period held for an investment in a company or a venture capital fund is computed using the initial investment date and the current valuation date. If a company has merged with another company, then the initial investment date is the date of the investment in the predecessor company. (b) Amounts are shown net of carried interest estimated using realized and unrealized net gains to date. Amounts may change due to changes in estimated carried interest, and such changes are not expected to be material. Carried interest is the portion of value payable to portfolio managers based on realized net gains and is a customary incentive in the venture capital industry. (c) Restricted securities are securities for which an agreement exists not to sell shares for a specified period of time, usually 180 days. Also included within the category of restricted securities are unregistered securities, the sale of which must comply with an exemption to the Securities Act of 1933 (usually SEC Rule 144). These unregistered securities are either the same class of stock that is registered and publicly traded or are convertible into a class of stock that is registered and publicly traded. (d) At June 30, 2001, Tredegar had ownership interests in 28 venture capital funds, including an indirect interest in the following public companies, among others (disposition of shares held by venture funds, including distributions to limited partners, is at the sole discretion of the general partner of the fund): Indirect Investment Symbol Description - ----------------------------------------------------------------------------------------------------------------- Universal Access, Inc. UAXS Wholesale provider of high bandwidth services (universalaccessinc.com) Illumina, Inc. ILMN Fiber optic sensor technology for drug screening (illumina.com) Adolor Corporation ADLR Develops pain-management therapeutic drugs (adolor.com) Array Biopharma ARRY Drug discovery research using innovative chemistry (arraybiopharma.com) Metromedia Fiber Network MFNX Provider of high-band width fiber optic communications (mmfn.com) ASAT Holdings ASTT Provider of semiconductor assemply and testing services (asat.com) Seattle Genetics SGEN Biopharmaceuticals for treatment of cancers (seattlegenetics.com) - ----------------------------------------------------------------------------------------------------------------- Indirect Indirect ------------------- Interest in Restricted Estimated Common Closing Stock Dis- Fair Cost Indirect Investment Shares Price count Value Basis - ---------------------------------------------------------------------------------------- Universal Access, Inc. 610 6.20 20% 3,025 521 Illumina, Inc. 197 11.78 20% 1,861 333 Adolor Corporation 83 21.60 20% 1,442 411 Array Biopharma 129 9.10 20% 941 279 Metromedia Fiber Network 428 2.04 20% 699 546 ASAT Holdings 175 4.57 20% 640 448 Seattle Genetics 118 6.10 20% 577 219 - ---------------------------------------------------------------------------------------- (e) Our portfolio is subject to risks typically associated with investments in technology start-up companies, which include business failure, illiquidity and stock market volatility. 7

4. Comprehensive income, defined as net income and other comprehensive income, was $20.6 million for the second quarter of 2001 and $36.7 million for the second quarter of 2000. Comprehensive income was $9.1 million for the first six months of 2001 and $98.2 million for the first six months of 2000. Other comprehensive income for both years includes changes in unrealized gains and losses on available-for-sale securities and foreign currency translation adjustments recorded net of deferred income taxes directly in shareholders' equity. For 2001, other comprehensive income includes the cumulative-effect adjustment for the adoption of the new accounting standard for derivative financial instruments (see Note 1) and changes in the gains and losses on derivative financial instruments recorded net of deferred income taxes directly in shareholders' equity. 5. The components of inventories are as follows: (In Thousands) June 30, Dec. 31 2001 2000 ------------ ------------ Finished goods $7,128 $7,997 Work-in-process 3,922 4,314 Raw materials 20,450 23,889 Stores, supplies and other 11,368 10,625 ------------ ------------ Total $42,868 $46,825 ============ ============ 6. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted average common and potentially dilutive common equivalent shares outstanding, determined as follows: (In Thousands) Second Quarter Six Months Ended June 30 Ended June 30 ------------------------- ------------------------ 2001 2000 2001 2000 ------------ ------------ ----------- ------------ Weighted average shares outstanding used to compute basic earnings per share 38,055 37,911 38,053 37,815 Incremental shares issuable upon the assumed exercise of stock options 783 1,156 765 1,184 ------------ ------------ ----------- ------------ Shares used to compute diluted earnings per share 38,838 39,067 38,818 38,999 ============ ============ =========== ============ Incremental shares issuable upon the assumed exercise of outstanding stock options are computed using the average market price during the related period. 7. On April 27, 2001, we entered into a two-year interest rate swap agreement, with a notional amount of $50 million, under which we will pay to a counterparty a fixed interest rate of 4.85% and the counterparty will pay us a variable interest rate based on one-month LIBOR reset each month. This swap has been designated as and will be accounted for as a cash flow hedge. This interest rate swap effectively fixes the rate on $50 million of our $250 million term loan at 4.85% plus the applicable credit spread (currently 62.5 basis points). 8

On June 22, 2001, we entered into another two-year interest rate swap agreement, with a notional amount of $25 million, under which we will pay to a counterparty a fixed interest rate of 4.64% and the counterparty will pay us a variable interest rate based on one-month LIBOR reset each month. This swap has been designated as and will be accounted for as a cash flow hedge. This interest rate swap effectively fixes the rate on $25 million of our $250 million term loan at 4.64% plus the applicable credit spread (currently 62.5 basis points). 8. Our overall effective tax rate from continuing operations for the quarter ended June 30, 2001 is 23.4% and for the six months ended June 30, 2001 is 25.4% compared with 36.5% in both periods of the prior year. The decline in the overall effective tax rate is due primarily to the $1.9 million tax benefit related to the reversal of income tax contingency accruals upon favorable conclusion of IRS examinations through 1997. Second quarter results also include an after-tax gain from discontinued operations of $1.4 million related to the reversal of an income tax contingency accrual upon favorable conclusion of IRS examinations through 1997. The accrual was originally recorded in conjunction with the sale of The Elk Horn Coal Corporation in 1994. 9. In June 2001, the Financial Accounting Standards Board issued two new standards that primarily affect the accounting for acquisitions initiated after June 30, 2001 and the accounting for goodwill. There are transition provisions that may result in the reclassification of carrying values among existing goodwill and other intangible assets. Once adopted, these standards prohibit amortization of goodwill, but require transitional and annual impairment reviews that may result in the recognition of losses, among other requirements. While we have not yet completed our assessment of the impact of these statements on our financial statements, adoption will result in a reduction in our amortization expense but will have no impact on cash flow. We will adopt these standards in the first quarter of 2002. 9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Second Quarter 2001 Compared with Second Quarter 2000 Net income for the second quarter of 2001 was $13.5 million, down from $26.4 million in 2000 (35 cents per share versus 68 cents per share). Results in the second quarter of 2001 include $123,000 of realized net after-tax gains from venture capital investments compared with a net after-tax gain of $12.2 million (31 cents per share) in the second quarter of 2000. Results in 2001 include an after-tax gain of $2.5 million (seven cents per share) related to the reversal of income tax contingency accruals and related interest received on tax overpayments upon favorable conclusion of certain IRS examinations. Second-quarter results also include $1.4 million (four cents per share) related to the reversal of income tax contingency accruals associated with discontinued operations. Pre-tax realized gains and losses from venture capital investment activities are included in "Other income (expense), net" in the consolidated statements of income on page 3 and "Venture capital investments" in the operating profit table on page 13. Operating expenses (primarily management fee expenses) for our venture capital investment activities are classified in "Selling, general and administrative expenses" ("SG&A") in the consolidated statements of income and "Venture capital investments" in the operating profit table. After-tax appreciation in the net asset value ("NAV") of the venture capital investment portfolio during the second quarter was $1.4 million. At June 30, 2001, the NAV of the portfolio was $289 million. For more information on our venture capital investment activities, see pages 14-16 and Note 3 on pages 5-7. Net sales in the second quarter of 2001 decreased by 12% compared with 2000 due primarily to lower volume in both Aluminum Extrusions (volume down 20%) and Film Products (volume down 6%). For more information on net sales, see the business segment review beginning on page 13. The gross profit margin during the second quarter of 2001 declined to 18.5% from 20.1% in 2000. The lower profit margin was driven mainly by lower profits in Aluminum Extrusions due to lower volume and higher conversion costs. The impact on profit margin of the decrease in volume in Film Products was offset by higher sales of new higher margin products. SG&A expenses in the second quarter of 2001 were $11.4 million, down from $13.3 million in 2000 due to lower employee-related costs. The benefit of lower employee costs was partially offset by increased operating expenses at Tredegar Investments and increased expenses at Film Products due to the acquisition of ADMA and Promea in October 2000. As a percentage of net sales, SG&A expenses were 5.8% in the second quarter of 2001 compared with 6% in 2000. R&D expenses increased to $8 million in the second quarter of 2001 versus $5.7 million in 2000 primarily due to higher spending in Tredegar Biotech in support of increased research and development efforts. 10

Unusual items in the second quarter of 2001 include a pre-tax gain of $1 million related to interest received on tax overpayments upon favorable conclusion of IRS examinations through 1997 (included in "Corporate expenses, net" in the net sales and operating profit by segment table). Income taxes include a second-quarter tax benefit of $1.9 million related to the reversal of income tax contingency accruals upon favorable conclusion of IRS examinations through 1997. Second-quarter results also include an after-tax gain from discontinued operations of $1.4 million related to the reversal of an income tax contingency accrual upon favorable conclusion of IRS examinations through 1997. The accrual was originally recorded in conjunction with the sale of The Elk Horn Coal Corporation in 1994. Unusual items in the second quarter of 2000 include a gain of $525,000 ($336,000 after income taxes) on the sale of Fiberlux, Inc., a producer of vinyl extrusions. Interest income, which is included in "Other income (expense), net" in the consolidated statements of income, was $726,000 in the second quarter of 2001 and $503,000 in 2000. The average tax-equivalent yield earned on cash equivalents was approximately 4.4% in the second quarter of 2001 and 6.3% in the second quarter of last year. Our 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 our policy are safety of principal and liquidity. Interest expense decreased to $3.2 million in the second quarter of 2001 from $4.3 million in 2000 due to a lower overall average interest rate and lower average debt outstanding (down $5 million). The average rate on variable-rate debt (approximately $250 million in both quarters) was 5.25% in the second quarter of 2001 versus 7.1% in 2000. The average rate on fixed-rate debt ($14 million in the second quarter of 2001 and $19 million in the second quarter of 2000) was 7.2% in both periods. The effective tax rate from manufacturing operations, excluding unusual items, decreased to 35.4% in the second quarter of 2001 from 36.5% in 2000 due to lower taxes accrued on income from foreign operations. The overall effective tax rate for the quarter declined to 23.4% due to the impact of the $1.9 million tax benefit related to the reversal of income tax contingency accruals upon favorable conclusion of IRS examinations as noted above. Six Months 2001 Compared with Six Months 2000 Net income for the first six months of 2001 was $15.4 million, down from $44.8 million in 2000 (40 cents per share versus $1.15 per share). Results for 2001 include $5.2 million (13 cents per share) of realized after-tax losses from venture capital investments compared to a gain of $20 million (51 cents per share) in 2000. The after-tax depreciation in the NAV through the first six months of this year was $34.7 million. Net sales for the six months ended June 30, 2001, decreased by 14.6% compared with the same period of last year. The lower net sales are due to lower volume in both Aluminum Extrusions (volume down 24%) and Film Products (volume down 9%). For more information on net sales, see the business segment review beginning on page 13. The gross profit margin for the first six months of 2001 decreased to 18.3% from 19.9% in 2000 primarily due to lower profit in Aluminum Extrusions resulting from lower volume and higher conversion costs. 11

SG&A expenses were $23.3 million in 2001, down from $25.9 million in 2000. The decrease is primarily attributable to lower employee-related costs. The benefit of lower employee costs was partially offset by increased operating expenses at Tredegar Investments and increased expenses at Film Products due to the acquisition of ADMA and Promea in October 2000. As a percentage of net sales, SG&A expenses increased to 6% in the first six months of 2001 compared with 5.7% in the same period of 2000 due to overall lower volume. R&D expenses increased to $15.3 million in 2001 from $12 million in 2000 due to higher spending in Tredegar Biotech in support of increased research and development efforts. Unusual items for the six months ended June 30, 2001, included: - - a charge of $1.6 million ($1 million after income taxes) for further rationalization in the plastic films business; - - a gain of $1 million ($621,000 after income taxes) for interest received on tax overpayments upon favorable conclusion of IRS examinations through 1997 (included in "Corporate expenses, net" in the net sales and operating profit by segment table); and - - an income tax benefit of $1.9 million related to the reversal of income tax contingency accruals upon favorable conclusion of IRS examinations through 1997 (included in "Income taxes" in the Consolidated Statements of Income). Unusual items for the six months ended June 30, 2000, totaled $5 million ($3.2 million after income taxes) and included: - - a charge of $5.3 million ($3.4 million after income taxes) for the shutdown of a plastic films manufacturing facility in Manchester, Iowa, including an impairment loss for building and equipment ($4.1 million), severance costs ($700,000), and excess inventory and other items ($450,000); - - a charge of $191,000 ($122,000 after income taxes) for costs associated with the evaluation of financing and structural options for Tredegar Investments; and - - a gain of $525,000 ($336,000 after income taxes) for the sale of Fiberlux, Inc. Interest income for 2001 was $1.4 million versus $897,000 in 2000. The average cash and cash equivalents balance was $47.3 million for the six months ended June 30, 2001 versus $22.6 million for the same period in 2000. The average tax-equivalent yield earned on cash equivalents was approximately 5% for 2001 and 6.02% for 2000. Interest expense decreased to $7.3 million in 2001 from $8.6 million in 2000 due to lower average debt outstanding (down $6 million) and a lower overall average interest rate. The average rate on variable-rate debt ($250 million in both periods) was 6% in 2001 versus 7% in 2000. The average rate on fixed-rate debt ($15 million in 2001 and $20 million in 2000) was 7.2% in both periods. The effective income tax rate from manufacturing operations, excluding unusual items, decreased to 35.5% in 2001 from 36.5% in 2000 due to lower taxes accrued on income from foreign operations. The overall effective tax rate for the six months ended June 30, 2001, declined to 25.4% due to the impact of the $1.9 million tax benefit related to the reversal of income tax contingency accruals upon favorable conclusion of IRS examinations as mentioned above. 12

Business Segment Review The following tables present Tredegar's net sales and operating profit by segment for the second quarter and six months ended June 30, 2001 and 2000. Net Sales by Segment (In Thousands) (Unaudited) Second Quarter Six Months Ended June 30 Ended June 30 ------------------------- ------------------------ 2001 2000 2001 2000 ------------ ------------ ----------- ------------ Film Products $ 90,743 $ 93,904 $ 187,573 $ 193,390 Aluminum Extrusions 105,034 127,605 198,506 256,845 Fiberlux - 74 - 1,856 Tredegar Biotech: Molecumetics 1,573 1,826 2,904 3,452 Therics 94 94 263 188 ------------ ------------ ----------- ------------ Total net sales $ 197,444 $ 223,503 $ 389,246 $ 455,731 ============ ============ =========== ============ Operating Profit by Segment (In Thousands) (Unaudited) Second Quarter Six Months Ended June 30 Ended June 30 ------------------------- ------------------------ 2001 2000 2001 2000 ------------ ------------ ----------- ------------ Film Products: Ongoing operations $ 12,872 $ 12,781 $ 27,966 $ 28,531 Unusual items - - (1,600) (5,293) ------------ ------------ ----------- ------------ Total Film Products 12,872 12,781 26,366 23,238 ------------ ------------ ----------- ------------ Aluminum Extrusions 10,171 17,131 16,552 32,845 ------------ ------------ ----------- ------------ Fiberlux: Ongoing operations - (55) - (264) Unusual items - 525 - 525 ------------ ------------ ----------- ------------ Total Fiberlux - 470 - 261 ------------ ------------ ----------- ------------ Tredegar Biotech: Molecumetics (1,384) (1,278) (3,156) (2,507) Therics (3,219) (2,054) (5,568) (3,853) ------------ ------------ ----------- ------------ Total Tredegar Biotech (4,603) (3,332) (8,724) (6,360) ------------ ------------ ----------- ------------ Tredegar Investments: Venture capital investments 191 19,060 (8,071) 31,203 Unusual items - - - (191) ------------ ------------ ----------- ------------ Total Tredegar Investments 191 19,060 (8,071) 31,012 ------------ ------------ ----------- ------------ Total operating profit 18,631 46,110 26,123 80,996 Interest income 726 503 1,414 897 Interest expense 3,232 4,307 7,273 8,602 Corporate expenses, net 321 785 1,489 2,651 ------------ ------------ ----------- ------------ Income from continuing operations before income taxes 15,804 41,521 18,775 70,640 Income taxes 3,691 15,153 4,761 25,809 ------------ ------------ ----------- ------------ Income from continuing operations 12,113 26,368 14,014 44,831 Income from discontinued operations 1,396 - 1,396 - ------------ ------------ ----------- ------------ Net income $ 13,509 $ 26,368 $ 15,410 $ 44,831 ============ ============ =========== ============ 13

Second-quarter sales in Film Products declined 3% to $90.7 million while operating profit, excluding unusual items, was up slightly from $12.8 million in 2000 to $12.9 million in 2001. On a year-to-date basis, sales in Film Products decreased 3% to $187.6 million while operating profit, excluding unusual items, was $28 million, down 2%. The decline in sales is primarily due to lower volume reflecting lower demand for our diaper backsheet film. The profit impact of the volume decline in diaper backsheet was partially offset by higher sales of new specialty components for diapers and feminine hygiene products. In Aluminum Extrusions, second-quarter sales were down 18% to $105 million while operating profit was $10.2 million, down 41% versus the second quarter of 2000. On a year-to-date basis, sales declined 23% to $198.5 million while operating profit was $16.6 million, down 50% compared with the same period of the prior year. Sales and operating profit declined due to lower demand across most of our end markets resulting from general economic weakness. For Tredegar Biotech, revenue was down for both the quarter and six months ended June 30, 2001 compared with the same periods of the prior year. The second-quarter operating loss in 2001, excluding unusual items, was $4.6 million versus $3.3 million in 2000. On a year-to-date basis, excluding unusual items, the operating loss was $8.7 million in 2001 versus $6.4 million in 2000. The higher losses in 2001 were due primarily to increased spending at both Molecumetics and Therics. The appreciation in NAV related to venture capital investment activities for the second quarter and six months ended June 30, 2001 and 2000 is summarized below: (In Millions) Second Quarter Six Months Ended June 30 Ended June 30 ------------------------- ------------------------ 2001 2000 2001 2000 ------------ ------------ ----------- ------------ Net realized gains, losses, write-downs and related operating expenses for venture capital investments reflected in Tredegar's consolidated statements of income (net of tax) $ .1 $ 12.2 $ (5.2) $ 20.0 Change in unrealized appreciation of venture capital investments (net of tax) 1.3 49.6 (29.5) 128.6 ------------ ------------ ----------- ------------ After-tax appreciation (depreciation) in NAV related to investment performance $ 1.4 $ 61.8 $ (34.7) $ 148.6 ============ ============ =========== ============ The following companies held directly in the portfolio, or indirectly through our interests in other venture capital funds, accounted for most of the change in NAV during the quarter and six months ended June 30, 2001: 14

(In Millions) Appreciation (Depreciation) in Estimated NAV ----------------------------- 2nd Quarter Six Months Ended Ended Investment Reason for Change 6/30/01 6/30/01 - ------------------------------------------------------------------------------------------------------------------------- Public companies: Adolor Corporation Change in stock price $ 3.3 $ 2.3 Vascular Solutions Change in stock price 1.1 1.4 SignalSoft Corporation Change in stock price 0.9 0.9 Copper Mountain Change in stock price - 0.8 Rosetta Inpharmatics, Inc. Change in stock price 3.4 0.2 Openwave Systems, Inc. Change in stock price 0.9 (0.1) Illumina, Inc. Change in stock price 5.0 (1.1) Eprise Corporation Change in stock price - (1.1) Cosine Communications Change in stock price - (2.2) Private companies: Quarry Technologies, Inc. Lower valuation of the company - (0.9) Moai Technologies, Inc. Lower valuation of the company - (1.0) Riveon Lower valuation of the company (1.3) (1.3) AdiCom Wireless, Inc. Lower valuation of the company - (1.7) MediaFlex.com Lower valuation of the company - (2.6) Etera Corporation Lower valuation of the company (3.8) (3.7) BroadRiver Communications Lower valuation of the company (1.3) (5.8) Venture capital funds Various (6.0) (7.4) IRSI Lower valuation of the company - (8.0) Other public and private companies Various 0.2 (1.4) -------------- -------------- Appreciation in NAV before operating expenses 2.4 (32.7) After-tax operating expenses (1.0) (2.0) -------------- -------------- Appreciation in NAV related to investment performance $ 1.4 $ (34.7) -------------- -------------- The cost basis, carrying value and NAV of the venture capital portfolio is reconciled below: (In Millions) June 30, Dec. 31, 2001 2000 ------------------------ Cost basis of investments $ 209.9 $ 213.1 Write-downs taken on securities held (charged to earnings) (47.4) (26.6) Unrealized appreciation on public securities held by Tredegar (reflected directly in equity net of deferred income taxes) 36.0 45.8 ----------- ------------ Carrying value of investments reflected in the balance sheet 198.5 232.3 Unrealized appreciation in private securities held by Tredegar and in its indirect interest in all securities held by venture capital funds 135.0 171.3 ----------- ------------ Estimated fair value of venture capital investments 333.5 403.6 Estimated income taxes on assumed disposal at fair value (44.5) (68.6) ----------- ------------ NAV of venture capital investments $ 289.0 $ 335.0 =========== =========== 15

Changes in NAV for the quarter and six months ended June 30, 2001 and 2000 are summarized below: (In Millions) Second Quarter Six Months Ended June 30 Ended June 30 ------------------------- ------------------------ 2001 2000 2001 2000 ------------ ------------ ----------- ------------ NAV at beginning of period $ 296.5 $ 276.7 $ 335.0 $ 180.2 ------------ ------------ ----------- ------------ After-tax appreciation (depreciation) in NAV related to investment performance (net of operating expenses) 1.4 61.8 (34.7) 148.6 After-tax operating expenses funded by Tredegar 1.1 .9 2.1 1.5 New investments 4.7 25.4 9.1 47.0 Reduction in NAV due to the sale of investments (14.7) (17.6) (22.5) (30.1) ------------ ------------ ----------- ------------ (Decrease) increase in NAV (7.5) 70.5 (46.0) 167.0 ------------ ------------ ----------- ------------ NAV at end of the period $ 289.0 $ 347.2 $ 289.0 $ 347.2 ============ ============ =========== ============ Our internal rate of return ("IRR") since inception in 1992 through June 30, 2001, is estimated at 59% (40% after income taxes), but is not necessarily indicative of the IRR that we will generate in the future. IRR is the discount rate that equates the net present value of investment cash inflows with investment cash outflows. The IRR is calculated as an annualized compounded rate of return using actual investment cash flows, modified to incorporate our share of the current valuation of unliquidated holdings and operating expenses (and taxes in case of the after-tax IRR). Liquidity and Capital Resources Tredegar's total assets increased to $905.8 million at June 30, 2001, from $903.8 million at December 31, 2000. While the carrying value of venture capital investments decreased $33.8 million to $198.5, total assets increased primarily due to the following: - - Cash and cash equivalents increased ($27.3 million) due to the reasons described on the next page; - - Capital expenditures in excess of depreciation, amortization and asset write-offs ($3.6 million); and - - Higher prepaid pension asset (up $5.4 million) due to pension income recognized during the period. The carrying value of the venture capital investments decreased compared with December 31, 2000, due to a decrease in unrealized gains on available-for-sale securities of $9.8 million and a decrease in the cost basis of investments of $24 million, net of write-downs taken. 16

The reasons for the increase in cash and cash equivalents to $71.8 million at June 30, 2001, from $44.5 million at December 31, 2000, are summarized below: (In Thousands) Six Months Ended June 30 ------------------------ 2001 2000 ------------ ----------- Cash and cash equivalents, beginning of period $ 44,530 $ 25,752 ------------ ----------- Cash provided by (used in) operating activities net of capital expenditures and dividends 14,397 (23,734) Proceeds from the exercise of stock options 152 3,487 Net (decrease) increase in borrowings (3,607) 5,000 Proceeds from disposal of venture capital investments in excess of (less than) new venture capital investments 17,684 (5,560) Proceeds from divestitures and property disposals 353 9,357 Other, net (1,724) 1,129 ------------ ----------- Net increase (decrease) in cash and cash equivalents 27,255 (10,321) ------------ ----------- Cash and cash equivalents, end of period $ 71,785 $ 15,431 ============ =========== In 2001, cash provided by continuing operating activities, net of capital expenditures and dividends was $14.4 million compared with cash used in operating activities, net of capital expenditures and dividends of $23.7 million in 2000. The change is primarily due to changes in working capital. Capital expenditures have decreased from $39.5 million in 2000 to $22.1 million in 2001. Capital expenditures in 2001 reflect the normal replacement of machinery and equipment and the following key capital projects: - - Press modernization at the aluminum extrusion plant in Kentland, Indiana; - - A new plastic film manufacturing facility in Shanghai, China; and - - Continued expansion of capacity at the facility in Hungary. Quantitative and Qualitative Disclosures About Market Risk Tredegar has exposure to the volatility of interest rates, polyethylene and polypropylene resin prices, aluminum ingot and scrap prices, foreign currencies, emerging markets and technology stocks. Changes in resin prices, and the timing of those changes, could have a significant impact on profit margins in Film Products; however, those changes are generally followed by a corresponding change in selling prices. Profit margins in Aluminum Extrusions are sensitive to fluctuations in aluminum ingot and scrap prices but are also generally followed by a corresponding change in selling prices; however, there is no assurance that higher ingot costs can be passed along to customers. In the normal course of business, we enter 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 our exposure to aluminum price volatility under these fixed-price arrangements, which generally have a duration of not more than 12 months, we enter into a combination of forward purchase commitments and futures contracts to acquire aluminum, based on the scheduled deliveries. 17

We sell to customers in foreign markets through our foreign operations and through exports from U.S. plants. The percentage of consolidated net sales from manufacturing operations related to foreign markets for the six months ended June 30, 2001 and 2000 are presented below: Percentage of Net Sales from Manufacturing Operations Related to Foreign Markets* ----------------------------------------------------------------- Six Months Ended June 30 ------------------------------------------------- 2001 2000 ----------------------- --------------------- Exports Foreign Exports Foreign From U.S. Operations From U.S. Operations --------- ---------- ---------- ---------- Canada 3% 15% 3% 18% Europe 1 7 1 4 Latin America 3 3 3 2 Asia 3 1 3 1 ----- ----- ----- ----- Total 10% 26% 10% 25% ===== ===== ===== ===== * Based on consolidated net sales from manufacturing operations (excluding Tredegar Biotech and Tredegar Investments). We attempt to match the pricing and cost of our products in the same currency and generally view the volatility of foreign currencies and emerging markets, and the corresponding impact on earnings and cash flow, as part of the overall risk of operating in a global environment. Exports from the U.S. are generally denominated in U.S. Dollars. Our foreign operations in emerging markets have agreements with certain customers that index the pricing of our products to the U.S. Dollar, the German Mark or the Euro. Our foreign currency exposure on income from foreign operations in Europe primarily relates to the German Mark and the Euro. We believe that our exposure to the Canadian Dollar has been substantially neutralized by the U.S. Dollar-based spread (the difference between selling prices and aluminum costs) generated from Canadian casting operations and exports from Canada to the U.S. The acquisition of Exxon Films on May 17, 1999, has increased the proportion of assets located in the U.S. It has also increased the amount of operating profit earned in the U.S., partially offset by higher U.S. Dollar interest expense on higher debt related to the acquisition. We have investments in private venture capital fund limited partnerships and early-stage technology companies, including the stock of privately-held companies and the restricted and unrestricted stock of companies that have recently registered shares in initial public offerings. The portfolio is subject to risks typically associated with investments in technology start-up companies, which include business failure, illiquidity and stock market volatility. Furthermore, publicly traded stocks of emerging, technology-based companies have higher volatility and risk than the U.S. stock market as a whole. See pages 14-16 and Note 3 on pages 5-7 for more information. New Accounting Standards In June 2001, the Financial Accounting Standards Board issued two new standards that primarily affect the accounting for acquisitions initiated after June 30, 2001 and the accounting for goodwill. There are transition provisions that may result in the reclassification of carrying values among existing goodwill and other intangible assets. Once adopted, these standards prohibit 18

amortization of goodwill, but require transitional and annual impairment reviews that may result in the recognition of losses, among other requirements. While we have not yet completed our assessment of the impact of these statements on our financial statements, adoption will result in a reduction in our amortization expense but will have no impact on cash flow. We will adopt these standards in the first quarter of 2002. 19

PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. Tredegar's Annual Meeting of Shareholders was held on May 24, 2001. The following sets forth the vote results with respect to each of the matters voted upon at the meeting: (a) Election of Directors No. of No. of Votes Nominee Votes "For" "Withheld" ------- ----------- ---------- John D. Gottwald 33,382,493 2,105,785 Thomas G. Slater, Jr. 34,753,808 734,470 There were no broker non-votes with respect to the election of directors. (b) Approval of Auditors Approval of the designation of PricewaterhouseCoopers LLP as the auditors for Tredegar for the fiscal year ending December 31, 2001: No. of Votes No. of Votes No. of "For" "Against" Abstentions ----- --------- ----------- 35,362,873 83,293 42,112 There were no broker non-votes with respect to the approval of auditors. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibit No. ----------- None (b) Reports on Form 8-K. No reports on Form 8-K have been filed for the quarter ended June 30, 2001. 20

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Tredegar Corporation (Registrant) Date: August 3, 2001 /s/ N. A. Scher ------------------------- ---------------------------------------- Norman A. Scher Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: August 3, 2001 /s/ Michelle O. Mosier ------------------------- ---------------------------------------- Michelle O. Mosier Corporate Controller (Principal Accounting Officer)