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Tredegar Corporation Form Type: 11-K

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

FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One):


|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003

OR


|  | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to______________

Commission file number 33-64647


            A.       Full title of the plan and the address of the plan, if different from that of the issuer named below:


TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN


            B.       Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:


  Tredegar Corporation
1100 Boulders Parkway
Richmond, Virginia 23225



REQUIRED INFORMATION

      See Appendix 1.

SIGNATURES

        The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN


By:  /s/ W. Hildebrandt Surgner, Jr.
        —————————————
        W. Hildebrandt Surgner, Jr., Chairman
        Employee Savings Plan Committee

Dated: June 28, 2004



Appendix 1

TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN

FINANCIAL REPORT

DECEMBER 31, 2003



TABLE OF CONTENTS

Page
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   1  
 
FINANCIAL STATEMENTS 
      Statements of Net Assets Available for Benefits  2  
      Statements of Changes in Net Assets Available for Benefits  3  
      Notes to Financial Statements  4-9
 
SUPPLEMENTARY INFORMATION 
      Schedule H, Line 4i- Schedule of Assets (Held at End of Year)  10  
 
EXHIBITS 
      Consent of Registered Public Accounting Firm  11  


REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Plan Administrator
Tredegar Corporation
      Retirement Savings Plan
Richmond, Virginia

We have audited the accompanying statements of net assets available for benefits of the Tredegar Corporation Retirement Savings Plan (Plan) as of December 31, 2003 and 2002, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of assets held at end of year is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Witt, Mares & Company, PLC

Richmond, Virginia
June 8, 2004

-1-



FINANCIAL STATEMENTS



TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002


2003
  2002
  
ASSETS      
   Investments: 
       Money market funds  $     419,517   $     371,070  
       Common stocks  50,593,184   51,454,721  
       Actively managed commingled funds  38,453,673   27,047,762  
       Loans to participants  1,287,526   1,241,996  
 
           Total investments  90,753,900   80,115,549  
 
   Receivables: 
       Accrued interest and dividends  131,153   138,786  
       Due from broker for securities sold  33,994   29,732  
 
           Total receivables  165,147   168,518  
 
           Total assets  90,919,047   80,284,067  
 
LIABILITIES  
   Accrued administrative fees  32,809   38,882  
   Cash overdraft  —   9,374  
 
           Total liabilities  32,809   48,256  
 
           Net assets available for benefits  $90,886,238   $80,235,811  

The Notes to Financial Statements are
an integral part of these statements.

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TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2003 and 2002


2003
  2002
  
ADDITIONS TO NET ASSETS ATTRIBUTED TO:      
    Investment income: 
         Interest  $       92,271   $      105,583  
         Dividends  540,932   575,525  
         Net appreciation (depreciation) in fair value of investments  8,293,769   (16,602,941 )
 
                 Total investment income  8,926,972   (15,921,833 )
 
    Contributions: 
         Employer  2,395,871   2,792,175  
         Participant  6,464,716   6,678,535  
         Rollover  153,712   1,808  
 
                 Total contributions  9,014,299   9,472,518  
 
                 Total additions  17,941,271   (6,449,315 )
 
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:  
    Administrative expenses  22,594   147,495  
    Benefits paid to participating employees  7,268,250   12,335,505  
 
                 Total deductions  7,290,844   12,483,000  
 
                 NET INCREASE (DECREASE)   10,650,427   (18,932,315 )
 
NET ASSETS AVAILABLE FOR BENEFITS:  
    Beginning of year  80,235,811   99,168,126  
 
    End of year  $90,886,238   $ 80,235,811  

The Notes to Financial Statements are
an integral part of these statements.

-3-



TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2003 and 2002


NOTE  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  General

  Tredegar Corporation (Tredegar), which engages directly or through subsidiaries in plastics and aluminum businesses, is a Virginia corporation. Tredegar also operates a biotech business that is developing certain healthcare related technologies. The Tredegar Corporation Retirement Savings Plan (Plan) was adopted by the Board of Directors of Tredegar on June 14, 1989 and the Plan was effective as of July 1, 1989.

  The Plan is subject to Titles I, II and III and is exempt from Title IV of the Employee Retirement Income Security Act of 1974 (ERISA). Title IV of ERISA provides for federally sponsored insurance for plans that terminate with unfunded benefits. No such insurance is provided to participants in this Plan; however, because the benefits that participants are entitled to receive are always equal to the value of their account balances, the Plan is always fully funded. The value of a participant’s account may change from time to time. Each participant assumes the risk of fluctuations in the value of his or her account.

  The accompanying financial statements of the Plan have been prepared in conformity with accounting principles generally accepted in the United States of America.

  Use of Estimates

  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Accordingly, actual results could differ from those estimates.

  Security Valuation

  Investments are stated at fair value determined as follows:

  Money market funds – market price which is equivalent to cost

  Common stocks – last published sale price on the New York Stock Exchange

  Actively managed commingled funds – provided in the audited annual report of
      the Frank Russell Trust Company

(Continued)

-4-



TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2003 and 2002


NOTE  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Concluded)

  Security Transactions and Related Investment Income

  Security transactions are accounted for on the trade date and dividend income is recorded as earned on the ex-dividend date. Interest income is recorded as earned on the accrual basis. In determining the realized net gain or loss on securities sold, the cost of securities is determined on an average cost basis. The Plan presents in the statements of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of investments, which consists of the realized gains or losses and the change in unrealized appreciation (depreciation) on those investments.

  Payment of Benefits

  Benefits are recorded when paid.

NOTE  2. DESCRIPTION OF PLAN

  The Plan is a defined contribution plan. Information regarding plan benefits and vesting is provided in the Plan and related documents, which are available at Tredegar’s main office at 1100 Boulders Parkway, Richmond, Virginia.

NOTE  3. CONTRIBUTIONS AND INVESTMENT OPTIONS

  As of December 31, 2003 and 2002, there were 2,077 and 2,205 employees, respectively, participating in the Plan. As of December 31, 2003 and 2002, 2,039 and 2,121 employees, respectively, were eligible to participate in the Plan.

  Participants may contribute a percentage of his or her base pay (as defined) ranging from a minimum of 1% to a maximum of 15%. The contribution paid on behalf of the participant by Tredegar is generally 50% of each nonrepresented participant’s contribution up to 10%. Contributions made by Tredegar are invested in the Tredegar Corporation Common Stock Fund.

  Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers Tredegar stock and nine (9) actively managed commingled funds as investment options to participants. No additional contributions may be directed to Ethyl Corporation stock or Albemarle Corporation stock. These investment options were eliminated effective December 31, 2002, and balances in these investment options were transferred to the Domestic Conservative Balanced Fund during 2003.

-5-



TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2003 and 2002


NOTE  4. INVESTMENTS

  The following table presents the fair value of investments as of December 31, 2003 and 2002.

2003 (1)
2002 (1)
 
Money market funds – Frank Russell Trust
  Company Short-Term Investment Fund		   $      419,517   $      371,070  
 
Investments at fair value as determined by quoted market 
  price: 
     Common stocks: 
        Albemarle Corporation  —   515,230  
        Ethyl Corporation  —   54,451  
        Tredegar Corporation  50,593,184   50,885,040  
   50,593,184   51,454,721  
 
Actively managed commingled funds (2): 
   Frank Russell Investment Contract Fund, Class C  5,682,265   5,438,483  
   Frank Russell Global Balanced Fund, Class C  5,625,130   4,602,794  
   Frank Russell Equity I Fund, Class G  9,042,572   6,652,702  
   Frank Russell Small Capitalization Fund, Class D  3,529,126   2,110,108  
   Frank Russell Fixed Income I Fund, Class B  3,123,683   1,893,789  
   Frank Russell Domestic Conservative Balanced Fund, Class B  2,456,695   1,051,341  
   Frank Russell Aggressive Balanced Fund, Class B  2,902,587   1,690,113  
   Frank Russell 1000 Index Fund, Class A  4,860,871   2,869,302  
   Frank Russell All International Markets Fund, Class B  1,230,744   739,130  
   38,453,673   27,047,762  
 
Loans to participants  1,287,526   1,241,996  
        Total investments  $ 90,753,900   $ 80,115,549  

  (1) Investments are carried in the statements of net assets available for benefits at fair value.

  (2) Investment values are based on the audited annual report of the Frank Russell Trust Company.

(Continued)

-6-



TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2003 and 2002


Note  4. INVESTMENTS (Concluded)

  During the years ended December 31, 2003 and 2002, the Plan’s investment portfolio (including investments bought, sold and held during the year) appreciated (depreciated) in value by $8,293,769 and $(16,602,941) as follows:

2003
2002
 
Investments at fair value as determined by quoted market      
 price: 
 
     Common stocks  1,892,994   $ (12,966,562 )
 
Investments at fair value as determined in the audited 
 annual report of the Frank Russell Trust Company: 
 
     Actively managed commingled funds  6,400,775   (3,636,379 )
 
Net change in fair value  $ 8,293,769   $ (16,602,941 )

-7-



TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2003 and 2002


NOTE  5. NONPARTICIPANT–DIRECTED INVESTMENTS

  Information about the net assets available for benefits and significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:

2003
2002
 
Net assets available for benefits:      
 Money market funds  $      334,273   $      364,423  
 Common stock  50,593,184   50,885,040  
 Accrued interest and dividends  131,076   135,781  
 Due from broker for securities sold  —   4,491  
   $ 51,058,533   $ 51,389,735  
 
Changes in net assets available for benefits: 
 Additions to net assets attributed to: 
     Investment income: 
        Interest  $        40,840   $          9,429  
        Dividends  540,932   556,836  
        Net appreciation (depreciation) in fair value of investments  1,886,490   (13,226,600 )
   2,468,262   (12,660,335 )
 
     Contributions: 
        Employer  2,386,000   2,792,175  
        Participant  1,776,754   1,689,528  
        Rollover  6,017   40  
   4,168,771   4,481,743  
            Total additions  6,637,033   (8,178,592 )
 
 Deductions from net assets attributed to: 
     Administrative expenses  18,732   125,599  
     Benefits paid to participating employees  3,471,737   5,525,919  
     Transfers to participant-directed investments  3,477,766   4,418,971  
            Total deductions  6,968,235   10,070,489  
 
 Net decrease  (331,202 ) (18,249,081 )
 
 Net assets available for benefits: 
     Beginning of year  51,389,735   69,638,816  
 
     End of year  $ 51,058,533   $ 51,389,735  

-8-



TREDEGAR CORPORATION
RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2003 and 2002


NOTE  6. FEDERAL INCOME TAXES

  The Internal Revenue Service has determined and informed Tredegar by a letter dated September 7, 2001, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan’s administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

NOTE  7. ADMINISTRATIVE EXPENSES

  The Plan is responsible for all trustee and investment management fees. Tredegar pays for all other administrative expenses up to an annual limit of $75,000. Any expenses in excess of this limit are paid by the Plan.

NOTE  8. FORFEITURES

  Employees who leave Tredegar before becoming fully vested in Tredegar contributions forfeit the value of their nonvested account. Forfeitures are applied against Tredegar’s contributions throughout the year. Forfeitures were $53,805 and $72,446 for the years ended December 31, 2003 and 2002, respectively.

NOTE  9. PLAN TERMINATION

  Although it has not expressed any intent to do so, Tredegar has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions.

-9-


SUPPLEMENTARY INFORMATION


(a)
 (b) Identity of issue, borrower, lessor, or
similar party
(c) Description of
investment including
maturity date, rate of
interest, collateral,
par, or maturity value
(d) Cost
(e) Current
value
 
    Frank Russell Trust Company Short-Term
    Investment Fund		   419,517 units   $      419,517   $      419,517  
 
*  Tredegar Corporation common stock   3,257,771 shares   23,266,493   50,593,184  
 
   Frank Russell Investment Contract Fund, Class C   443,096 shares   **   5,682,265  
 
   Frank Russell Global Balanced Fund, Class C   478,734 shares   **   5,625,130  
 
   Frank Russell Equity I Fund, Class G   1,169,802 shares   **   9,042,572  
 
   Frank Russell Small Capitalization Fund, Class D   328,291 shares   **   3,529,126  
 
   Frank Russell Fixed Income I Fund, Class B   216,022 shares   **   3,123,683  
 
   Frank Russell Domestic Conservative Balanced Fund, Class B   207,842 shares   **   2,456,695  
 
   Frank Russell Aggressive Balanced Fund, Class B   258,467 shares   **   2,902,587  
 
   Frank Russell 1000 Index Fund, Class A   531,243 shares   **   4,860,871  
 
    Frank Russell All International Markets Fund, Class B   101,212 shares   **   1,230,744  
 
*   Participant loans   365 loans          
        5.00% - 10.50%   **   1,287,526  
 
   Total investments           $ 90,753,900  

* party-in-interest

** cost omitted for participant-directed investments

-11-


Tredegar Corporation Form Type: 11-K Exhibit 24.1

Exhibit 24.1

CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement of Tredegar Corporation on Form S-8 (File Number 33-64647) of our report dated June 8, 2004, appearing in this Annual Report on Form 11-K of the Tredegar Corporation Retirement Savings Plan for the year ended December 31, 2003.

/s/ Witt, Mares & Company, PLC

Richmond, Virginia
June 24, 2004

-11-