UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 21, 2003


Tredegar Corporation
(Exact Name of Registrant as Specified in its Charter)



Virginia
(State or Other Jurisdiction
of Incorporation)
1-10258
(Commission File
Number)
54-1497771
(I.R.S. Employer
Identification No.)

1100 Boulders Parkway
Richmond, Virginia

(Address of Principal Executive Offices)

23225
(Zip Code)


Registrant’s telephone number, including area code:     (804) 330-1000





Item 7. Financial Statements and Exhibits

(c) Exhibits.

  99.1 Press Release, dated October 21, 2003 (furnished pursuant to Item 12).

Item 12. Results of Operations and Financial Condition

        This Current Report on Form 8-K and the earnings press release attached hereto are being furnished by Tredegar Corporation pursuant to Item 12 of Form 8-K, in accordance with SEC Release Nos. 33-8176; 34-47226, insofar as they disclose historical information regarding our results of operations and financial condition for the third quarter of 2003.

        On October 21, 2003, Tredegar Corporation announced its results of operations for the third quarter of 2003. Furnished as Exhibit 99.1 and incorporated herein by reference is the press release by Tredegar Corporation containing that announcement.

        In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.



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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 hereunto duly authorized.





Date: October 21, 2003
TREDEGAR CORPORATION


By: /s/ D. Andrew Edwards
————————————————
D. Andrew Edwards
Vice President, Chief Financial Officer
and Treasurer




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Tredegar Corporation



            Tredegar Corporation Contact:
            Corporate Communications Mitzi S. Reynolds
            1100 Boulders Parkway Phone: 804/330-1134
            Richmond, Virginia 23225 Fax: 804/330-1177
            E-mail: invest@tredegar.com E-mail: mitzireynolds@tredegar.com
            Web Site: www.tredegar.com

      FOR IMMEDIATE RELEASE

TREDEGAR REPORTS THIRD-QUARTER RESULTS

COMPANY WILL CONTINUE OPERATING BIOTECH SUBSIDIARY

        RICHMOND, Va., Oct. 21, 2003 – Tredegar Corporation (NYSE:TG) reported third-quarter income from continuing operations of $6.4 million (17 cents per share) compared to $11.9 million (30 cents per share) in 2002. Earnings from manufacturing operations were $9.3 million (24 cents per share) versus $14.2 million (36 cents per share) in the third quarter of 2002 and $7.6 million (20 cents per share) in the second quarter of this year. Third-quarter sales were $193.1 million versus $194.6 million in the third quarter of 2002 and $181.6 million in the second quarter of this year. A summary of third-quarter and year-to-date results from continuing operations is shown below:


(In millions, except per-share data) Third Quarter Ended
September 30
Nine Months Ended
September 30


2003 2002 2003 2002


Income from continuing operations as reported under                    
   generally accepted accounting principles (GAAP)     $ 6.4   $ 11.9   $ 13.0   $ 36.3  
After-tax effects of:    
   Loss (income) related to unusual items                 .7      
   Loss associated with plant shutdowns, asset    
     impairments and restructurings       2.6     .1     6.3     .9  
   Loss from Therics ongoing operations       1.7       2.2     6.0     6.6  
   Gain on sale of corporate assets       (1.4 )       (1.4 )    

 
 
Income from manufacturing operations*     $ 9.3   $ 14.2   $ 24.6   $ 43.8  

 
 
Diluted earnings per share from continuing operations as    
   reported under GAAP     $ .17   $ .30   $ .34   $ .93  
After-tax effects per diluted share of:    
   Loss (income) related to unusual items               .02      
   Loss associated with plant shutdowns, asset    
     impairments and restructurings       .07     .01     .16     .02  
   Loss from Therics ongoing operations       .04     .05     .16       .17  
   Gain on sale of corporate assets       (.04 )       (.04 )    

 
 
Diluted earnings per share from manufacturing operations*     $ .24   $ .36   $ .64   $ 1.12  

 
 

        * The after-tax effects of unusual items, plant shutdowns, asset impairments and restructurings, Therics’ ongoing operations, and gain on sale of corporate assets have been presented separately and removed from income and earnings per share from continuing operations as reported under GAAP to determine Tredegar’s presentation of income and earnings per share from manufacturing operations. Income and earnings per share from manufacturing operations are key financial and analytical measures used by Tredegar to gauge the operating performance of its manufacturing businesses. They are not intended to represent the stand-alone results for Tredegar’s manufacturing businesses under GAAP and should not be considered as an alternative to net income or earnings per share as defined by GAAP. They exclude items that we believe do not relate to Tredegar’s ongoing manufacturing operations. They also exclude Therics, a technology company that cannot be analyzed and valued by historical measures of earnings and cash flow. Therics’ prospects and value currently depend on its ability to develop, manufacture, market and profit from its orthopaedic product line. There is no assurance whether or when we might realize any return on our investment in Therics.




        Tredegar also announced the completion of a strategic assessment of its Therics subsidiary, which resulted in a decision to support the 2004 rollout of a new line of orthopaedic products.

        Norman A. Scher, Tredegar’s president and chief executive officer, said: “The improvement in manufacturing earnings over second-quarter results was encouraging, though far from satisfactory. In our films division, fourth-quarter profits should remain near third-quarter results, and we expect gradual improvement in 2004. In aluminum, customer orders have declined to last year’s levels after showing strength early in the third quarter, and we’re now entering the seasonally weak winter months. Given these factors, fourth-quarter aluminum profits are not likely to show improvement over year-ago levels. We are continuing to reduce costs aggressively throughout the company.”

        Regarding the decision to support Therics’ product rollout, Scher said: “This decision is based on the belief that our technology has significant value. It also reflects our confidence in the new management team at Therics, which is highly focused on controlling expenses and expects to begin generating revenue in the first half of 2004. We expect Therics to demonstrate near-term progress against milestones that are clearly defined and measurable. We believe that Therics’ products will provide unique value to the rapidly growing market for bone graft substitutes.”

MANUFACTURING OPERATIONS

Film Products

        Third-quarter net sales in Film Products were $92.2 million, down 2% from $94.5 million in 2002. Operating profit from ongoing operations (excluding unusual items and losses related to plant shutdowns, asset impairments and restructurings) was $10.8 million versus $16.6 million last year. Volume for the quarter was 68 million pounds, down 8% from 74 million pounds in 2002. Net sales, operating profit and volume in the second quarter of 2003, the first full quarter reflecting the loss of certain discontinued domestic backsheet business, were $88.4 million, $10.1 million and 66 million pounds, respectively.

        Year-to-date net sales were $274 million versus $280.7 million in 2002. Operating profit from ongoing operations was $34.8 million, compared to $53.4 million in 2002. Year-to-date volume decreased 11% to 207 million pounds, down from 232 million pounds in 2002.

        Film Products’ strategy is based on expanding sales of apertured, elastic and specialty products. Sales of these and other products that are unrelated to certain discontinued domestic backsheet continue to grow and now comprise approximately 90% of Film Products’ revenue. Expectations for near-term profit improvement are tempered by higher costs related to recent resin price increases, new product introductions and capacity additions in Europe, China and the U.S. Cost reduction activities are continuing, including the qualification of new lower cost resins, manufacturing efficiency efforts and the closure of the plant in New Bern, NC.




        Year-to-date capital expenditures totaled $37 million. Film Products expects to spend approximately $55 million in 2003 and $40 million in 2004 to support continued global expansion and product development efforts.

Aluminum Extrusions

        Third-quarter net sales in Aluminum Extrusions were flat at $96 million while operating profit from ongoing operations declined to $6.5 million, down 20% from $8.1 million in 2002. Volume was 63 million pounds for the quarter, up 1% from 62 million pounds in 2002. Profits continue to be affected by higher energy and insurance costs. On a sequential basis, net sales were up 8% while operating profit improved by $1.6 million or 35% over second-quarter results. Volume was up 9%.

        Year-to-date net sales were $269.1 million, down 4% from $279.6 million in 2002. Operating profit from ongoing operations for the nine-month period was $12.6 million, down 47% from $23.7 million in 2002. Year-to-date volume decreased 4% to 174 million pounds, down from 181 million pounds in 2002.

        Through September 30, capital expenditures totaled $7 million and are expected to be about $12 million for the year.

THERICS

        The third-quarter operating loss from ongoing operations at Therics was $2.6 million compared to a loss of $3.3 million in 2002. On a similar basis, the year-to-date loss was $9.2 million compared to $10.1 million in 2002.

        The company expects the near-term operating losses at Therics to remain around $3 million per quarter. Operating losses should decline as sales begin to ramp up in the second half of 2004.

        Therics has developed an initial family of products that will be launched in the first half of 2004 and will compete in the orthobiologics sector of orthopaedic and neurosurgical medicine. Orthobiologic products use biology and biochemistry to repair, replace or regenerate musculoskeletal structures. The market in the U.S. for such products was estimated at $700 million in 2002 and, based on the aging and expanded life expectancies of the U.S. population, is projected to grow about 25% annually for the next several years.




        Therics’ orthobiologics product line will use its proprietary TheriForm digital microfabrication technology to develop a line of bone graft implants for the orthopaedic and neurosurgical markets.

        Therics president, Thomas S. Stribling, said: “Therics is evolving quickly from a research organization into a results-driven company that develops, manufactures and markets products based on its unique TheriForm technology. We know that our long-term success depends on delivering against near-term milestones. We expect to begin generating revenue and building value for Tredegar in the first half of 2004.”

OTHER ITEMS

        Third-quarter results include a net after-tax charge of $2.6 million (7 cents per share) related to plant shutdowns, asset impairments and restructurings. Results also include a $1.4 million (4 cents per share) after-tax gain on the sale of corporate assets. Last year’s third-quarter results include a net after-tax charge of $114,000 (1 cent per share) related to a plant closure. Third-quarter 2002 results also include a net loss from discontinued operations of $13.7 million (35 cents per share) primarily related to discontinued venture capital activities.

        Year-to-date after-tax charges for unusual items, plant shutdowns, asset impairments and restructurings were $7.1 million (18 cents per share) compared to $923,000 (2 cents per share) in 2002. The year-to-date net loss for discontinued operations totaled $48.6 million ($1.26 per share) in 2003 and $40.8 million ($1.05 per share) in 2002.

        Further details regarding other items are provided in the financial tables included with this press release.

CAPITAL STRUCTURE

        Pro forma net debt (debt net of cash and income taxes recoverable from the sale of the venture capital portfolio) was $67.8 million, or less than one times the last twelve months adjusted EBITDA from manufacturing operations. The company refinanced its debt earlier this month with a new $250 million credit agreement consisting of a $175 million three-year revolving credit facility and a $75 million three-year term loan. See notes to financial tables for reconciliations to comparable GAAP measures.

QUARTERLY CONFERENCE CALL

        Tredegar management will host a conference call on October 22 at 11:00 a.m. EDT to discuss its earnings results. Individuals can access the call by dialing 888-662-7338. Individuals calling from outside the United States should dial 706-679-4074. A replay of the call will be available, beginning at 2:00 p.m. on October 22 through October 29, by dialing 800-642-1687 (domestic) or 706-645-9291 (international), conference ID 3266283.




        Alternatively, individuals may listen to the live audio webcast of the presentation by visiting the Tredegar Web site at www.tredegar.com. The webcast of the call may be accessed by selecting the “Webcast of third-quarter results” link under “What’s New” on the home page. An archived version of the call will be available for replay on the Web site for approximately two weeks.

      FORWARD-LOOKING AND CAUTIONARY STATEMENTS

        The words “believe,” “hope,” “expect,” “are likely,” and similar expressions identify “forward-looking” statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve a number of risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements, including without limitation the following:

        Film Products is highly dependent on sales to one customer, which comprised approximately 30% of Tredegar’s net sales in 2002. Film Products’ success in this regard depends on its ability to develop products that meet this customer’s requirements as well as market acceptance of this customer’s products. Our ability to grow Film Products and attract new customers depends on developing and delivering new products, especially in the personal care market. Personal care products are now being made with a variety of new materials, replacing traditional backsheet and other components. While we have substantial technical resources, there can be no assurance that our new products can be brought to market successfully, or at the same level of profitability and market share of replaced films. A shift in customer preferences away from our technologies, our inability to develop and deliver new profitable products, or delayed acceptance of our new products in domestic and foreign markets, could have a material adverse effect on our business.

        Aluminum Extrusions is a cyclical business that is highly dependent on the economic conditions of its end-use markets in the U.S. and Canada, particularly in the construction, distribution and transportation industries. This business is also subject to seasonal slowdowns during the winter months. Aluminum Extrusions is under increasing domestic and foreign competitive pressures, including a growing presence of Chinese imports in a number of Aluminum Extrusions’ markets.




        Future performance is also influenced by the costs incurred by Tredegar’s businesses. There is no assurance that cost control efforts will offset cost increases or any additional declines in revenues. Likewise, there is no assurance of our ability to pass through to our customers cost increases in raw materials.

        Therics’ prospects and value depend on its ability to develop, manufacture, market, sell and profit from its orthopaedic product line and to achieve specified milestones, both of which will depend on its preclinical, clinical, regulatory, manufacturing and sales and marketing capabilities or, where appropriate, its ability to enter into satisfactory arrangements with third parties to provide those functions.

        Tredegar does not undertake to update any forward-looking statement made in this press release to reflect any change in management’s expectations or any change in conditions, assumptions or circumstances on which such statements are based.

        To the extent that this release contains non-GAAP financial measures, it also presents both the most directly comparable financial measures calculated and presented in accordance with GAAP and a quantitative reconciliation of the difference between any such non-GAAP measures and such comparable GAAP financial measures. Accompanying the reconciliation is management’s statement concerning the reasons why management believes that presentation of non-GAAP measures provides useful information to investors concerning Tredegar’s financial condition and results of operations.

        Based in Richmond, Va., Tredegar Corporation is a global manufacturer of plastic films and aluminum extrusions.




Tredegar Corporation Condensed
Consolidated Statements of Income
(In Thousands, Except Per-Share Data)
(Unaudited)

Third Quarter Ended
September 30
Nine Months Ended
September 30
 


2003 2002 2003 2002  




Sales   $ 193,125      $ 194,621   $ 556,744   $ 572,627  
Other income (expense), net (b)     2,379     204     3,530     620  




      195,504     194,825     560,274     573,247  




Cost of goods sold     157,426     152,328     456,763     443,696  
Freight     4,901     4,315     13,621     12,109  
Selling, R&D and general expenses     17,949     17,059     53,529     52,714  
Amortization of intangibles     67     11     201     89  
Interest expense     1,213     2,401     4,999     6,899  
Plant shutdowns, asset impairments and restructurings (a)     3,973     178     9,940     1,442  
Unusual items (b)             1,067      




      185,529     176,292     540,120     516,949  




Income before income taxes     9,975     18,533     20,154     56,298  
Income taxes     3,556     6,594     7,195     20,029  




Income from continuing operations     6,419     11,939     12,959     36,269  
Discontinued operations (c):  
     Loss from venture capital investment activities (including  
        an after-tax loss on the sale of the venture capital  
        investment portfolio of $49.2 million in 2003)         (12,725 )   (49,516 )   (32,054 )
     Loss from operations of Molecumetics (including an  
        after-tax gain on the sale of intellectual property  
        of $891,000 in 2003 and a loss on disposal  
        of $4.9 million in 2002)         (975 )   891     (8,728 )




Net income (loss) (a) (b) (c) (d)   $ 6,419   $ (1,761 ) $ (35,666 ) $ (4,513 )




Earnings (loss) per share:  
     Basic:  
        Continuing operations   $ .17   $ .31   $ .34   $ .95  
        Discontinued operations         (.36 )   (1.28 )   (1.07 )




        Net income (loss)   $ .17   $ (.05 ) $ (.94 ) $ (.12 )




     Diluted:  
        Continuing operations   $ .17   $ .30   $ .34   $ .93  
        Discontinued operations         (.35 )   (1.26 )   (1.05 )




        Net income (loss)   $ .17   $ (.05 ) $ (.92 ) $ (.12 )




Shares used to compute earnings (loss) per share:  
     Basic     38,058     38,334     38,094     38,258  
     Diluted     38,383     38,927     38,459     38,935  




Tredegar Corporation Condensed
Net Sales and Operating Profit by Segment
(In Thousands)
(Unaudited)


Third Quarter Ended
September 30
Nine Months Ended
September 30
 


2003 2002 2003 2002  




Net Sales                          
Film Products     $ 92,188   $ 94,473   $ 273,982   $ 280,667  
Aluminum Extrusions       96,036     95,813     269,141     279,643  
Therics           20         208  




Total net sales       188,224     190,306     543,123     560,518  
Add back freight       4,901     4,315     13,621     12,109  




Sales as shown in the Consolidated    
     Statements of Income     $ 193,125   $ 194,621   $ 556,744   $ 572,627  




Operating Profit    
Film Products:    
     Ongoing operations     $ 10,807   $ 16,645   $ 34,839   $ 53,442  
     Plant shutdowns, asset impairments and    
        restructurings (a)       (1,566 )   (178 )   (4,260 )   (1,273 )




        9,241     16,467     30,579     52,169  




Aluminum Extrusions:    
     Ongoing operations       6,542     8,107     12,608     23,737  
     Plant shutdowns, asset impairments and    
        restructurings (a)       (256 )       (644 )   (169 )




        6,286     8,107     11,964     23,568  




Therics:    
     Ongoing operations       (2,618 )   (3,263 )   (9,221 )   (10,090 )
     Restructurings (a)       (2,151 )       (3,855 )    
     Unusual items (b)               (1,067 )    




        (4,769 )   (3,263 )   (14,143 )   (10,090 )




        Total operating profit       10,758     21,311     28,400     65,647  
Interest income       253     448     1,086     1,498  
Interest expense       1,213     2,401     4,999     6,899  
Gain on the sale of corporate assets (b)       2,231         2,231      
Corporate expenses, net (a)       2,054     825     6,564     3,948  




Income before income taxes       9,975     18,533     20,154     56,298  
Income taxes       3,556     6,594     7,195     20,029  




Income from continuing operations       6,419     11,939     12,959     36,269  
Income (loss) from discontinued operations (c)           (13,700 )   (48,625 )   (40,782 )




Net income (loss) (a) (b) (c) (d)     $ 6,419   $ (1,761 ) $ (35,666 ) $ (4,513 )







Tredegar Corporation Condensed
Corporation Condensed Consolidated Balance Sheets
(In Thousands)
(Unaudited)


     September 30,
 
2003
       December 31,
 
2002
 


Assets    
Cash & cash equivalents     $ 94,850   $ 109,928  
Receivable from securities brokers       554      
Accounts & notes receivable       99,576     92,892  
Income taxes recoverable       54,895     12,863  
Inventories       44,372     43,969  
Deferred income taxes       8,789     20,976  
Prepaid expenses & other       5,569     3,962  


Total current assets       308,605     284,590  
   
Property, plant & equipment, net       281,921     250,603  
Net non-current assets of Therics held for sale (b)           10,406  
Venture capital investments (c)           93,765  
Other assets       79,371     66,316  
Goodwill & other intangibles       139,649     132,282  


Total assets     $ 809,546   $ 837,962  


Liabilities and Shareholders’ Equity    
                 
Accounts payable     $ 47,939   $ 35,861  
Accrued expenses       46,651     42,409  
Current portion of long-term debt       68,750     55,000  


Total current liabilities       163,340     133,270  
   
Long-term debt       148,325     204,280  
Deferred income taxes       54,266     27,443  
Other noncurrent liabilities       10,442     10,037  
Shareholders’ equity       433,173     462,932  


Total liabilities and shareholders’ equity     $ 809,546   $ 837,962  





Tredegar Corporation
Condensed Consolidated Statement of Cash Flows
(In Thousands)
(Unaudited)


Nine Months Ended
September 30

       2003    2002  


Cash flows from operating activities:    
     Net income (loss)     $ (35,666 ) $ (4,513 )
     Adjustments for noncash items:    
        Depreciation       23,818     23,937  
        Amortization of intangibles       201     89  
        Deferred income taxes       31,257     1,092  
        Accrued pension income and postretirement    
           benefits       (3,996 )   (7,179 )
        Loss on venture capital investments       70,256     45,998  
        Gain on sale of corporate assets       (2,231 )    
        Loss on asset impairments and divestitures       2,968     7,500  
     Changes in assets and liabilities:    
        Accounts and notes receivables       (2,674 )   (16,847 )
        Inventories       1,202     5,617  
        Income taxes recoverable       (41,895 )   1,232  
        Prepaid expenses and other       (1,423 )   (679 )
        Accounts payable       10,323     (3,645 )
        Accrued expenses       4,930     (5,764 )
     Other, net       376     (1,044 )


        Net cash provided by operating activities       57,446     45,794  


Cash flows from investing activities:    
     Capital expenditures       (44,190 )   (21,564 )
     Venture capital investments       (2,807 )   (14,579 )
     Proceeds from sale of venture capital investments       21,504     6,689  
     Proceeds from property disposals       2,385     143  
     Other, net       1,600     (1,696 )


        Net cash used in investing activities       (21,508 )   (31,007 )


Cash flows from financing activities:    
     Dividends paid       (4,573 )   (4,600 )
     Net decrease in borrowings       (42,205 )   (5,333 )
     Repurchase of Tredegar common stock       (5,170 )    
     Proceeds from exercise of stock options       932     1,951  


        Net cash used in financing activities       (51,016 )   (7,982 )


(Decrease) increase in cash and cash equivalents       (15,078 )   6,805  
Cash and cash equivalents at beginning of period       109,928     96,810  


Cash and cash equivalents at end of period     $ 94,850   $ 103,615  





Selected Financial Measures
(In Millions)
(Unaudited)


For the Twelve Months Ended September 30, 2003

 Film 
Products
   Aluminum
 Extrusions
   Therics    Total




Total operating profit as reported $ 53.5     $ 15.2     $ (17.2 )   $ 51.5
Allocation of corporate overhead   (5.0 )   (2.0 )       (7.0
Add back:
     Losses associated with plant shutdowns, asset
        impairments and restructurings   6.4     1.0     3.9     11.3
     Unusual items   (6.2 )       1.1     (5.1
     Depreciation and amortization   19.7     10.7     1.2     31.6




     Adjusted EBITDA (e) $ 68.4   $ 24.9   $ (11.0 ) $ 82.3




Selected balance sheet and other data as of September 30, 2003:
     Cash invested to date in Therics $ 62.9            
     Pro forma net debt (f) $ 67.8            
     Shares outstanding   38.1            

Notes to the Financial Tables


(a)   Plant shutdowns, asset impairments and restructurings for the first nine months of 2003 include:

    Pretax charges of $4.5 million for severance costs in connection with restructurings: Film Products ($1.9 million, $321,000 in the third quarter), Aluminum Extrusions ($256,000 in the third quarter), Therics ($1.2 million) and at corporate headquarters ($1.2 million; included in “Corporate expenses, net” in the Operating Profit by Segment table);

    Pretax charges of $1.9 million ($945,000 in the third quarter) for asset impairments in Film Products;

    A pretax charge of $388,000 related to an early retirement program in Aluminum Extrusions;

    Pretax charges of $2.7 million ($2.2 million in the third quarter) related to the estimated loss on the sub-lease of a portion of the Therics facility in Princeton, New Jersey; and,

    Pretax charges of $437,000 ($300,000 in the third quarter) for additional costs incurred related to previously announced plant shutdowns in Film Products.

  Plant shutdowns, asset impairments and restructurings for the first nine months of 2002 include:

    Pretax charges of $991,000 ($178,000 in the third quarter) related to the shutdown of the films plant in Carbondale, Pennsylvania;

    Pretax charges of $282,000 related to the shutdown of the films plant in Tacoma, Washington; and,

    Pretax charges of $169,000 for the shutdown of the aluminum extrusions plant in El Campo, Texas.

(b)   Unusual items in 2003 include a first-quarter pretax charge of $1.1 million related to an adjustment for depreciation at Therics based on Tredegar’s decision to suspend divestiture efforts. Gains on the sale of corporate assets in 2003 include pretax gains of $942,000 on the sale of public securities and $1.3 million on the sale of corporate real estate.

(c)   On March 7, 2003, Tredegar announced that Tredegar Investments had reached definitive agreements to sell substantially all of its venture capital investment portfolio. The operating results associated with venture capital investment activities have been reported as discontinued operations. Discontinued operations for 2003 also include a gain of $891,000 after-taxes on the sale of intellectual property of Molecumetics and a loss on the divestiture of the venture capital investment portfolio of $49.2 million after taxes.


    On  March 22, 2002, Tredegar announced its intent to divest its biotech operations. Operations were ceased at Molecumetics on July 2, 2002. The operating results of Molecumetics have been reported as discontinued operations.

(d)   Comprehensive income (loss), defined as net income and other comprehensive income (loss), was income of $10.1 million for the third quarter of 2003 and a loss of $6.5 million for the third quarter of 2002. Comprehensive income (loss) was a loss of $21.4 million for the first nine months of 2003 and a loss of $13.4 million for the first nine months of 2002. Other comprehensive income (loss) includes changes in: unrealized gains and losses on available-for-sale securities, foreign currency translation adjustments, unrealized gains and losses on derivative financial instruments and minimum pension liability recorded net of deferred taxes directly in shareholders’ equity.




(e)   Adjusted EBITDA represents income from continuing operations before interest, taxes, depreciation, amortization, unusual items and losses associated with plant shutdowns, asset impairments and restructurings and gain on the sale of corporate assets. Adjusted EBITDA is not intended to represent cash flow from operations as defined by GAAP and should not be considered as either an alternative to net income (as an indicator of operating performance) or to cash flow (as a measure of liquidity). Tredegar uses Adjusted EBITDA as a measure of unlevered (debt-free) operating cash flow. We also use it when comparing relative enterprise values of manufacturing companies and when measuring debt capacity. When comparing the valuations of a peer group of manufacturing companies, we express enterprise value as a multiple of Adjusted EBITDA. We believe Adjusted EBITDA is preferable to operating profit and other GAAP measures when applying a comparable multiple approach to enterprise valuation because it excludes depreciation and amortization, unusual items and losses associated with plant shutdowns, asset impairments and restructurings, measures of which may vary among peer companies.

(f)   Pro forma net debt is calculated as follows (in millions):

  Debt     $ 217.1  
  Less:    
     Cash and cash equivalents       (94.9 )
     Income taxes recoverable related to the sale of the    
        venture capital investment portfolio       (54.4 )

  Pro forma net debt     $ 67.8