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): July 21, 2004


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, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

  99.1 Press Release, dated July 21, 2004 (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 second quarter of 2004.

        On July 21, 2004, Tredegar Corporation announced its results of operations for the second quarter of 2004. 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.



2




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: July 21, 2004
TREDEGAR CORPORATION


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




3



EX-99.1

Exhibit 99.1


NEWS          NEWS          NEWS

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

FOR IMMEDIATE RELEASE

TREDEGAR REPORTS HIGHER SECOND-QUARTER EARNINGS

ALUMINUM PROFITS DRIVE IMPROVED MANUFACTURING RESULTS

              RICHMOND, Va., July 21, 2004 – Tredegar Corporation (NYSE:TG) reported second-quarter income from continuing operations of $5.2 million (14 cents per share) compared to $1.7 million (4 cents per share) in 2003. Earnings from manufacturing operations were $10.6 million (27 cents per share) versus $7.6 million (20 cents per share). Second-quarter sales were $216.1 million compared to $181.6 million in 2003. A summary of second-quarter and year-to-date results from continuing operations is shown below:


(In millions, except per-share data) Second Quarter Ended
June 30
Six Months Ended
June 30
 
 
 
   2004    2003    2004    2003  
 
 
 
Income from continuing operations as reported under                
   generally accepted accounting principles (GAAP) $ 5.2           $ 1.7           $ 7.6           $ 6.5  
After-tax effects of:                
   Loss related to unusual items               .7  
   Loss associated with plant shutdowns, asset                
      impairments and restructurings   4.0     3.8     11.0     3.8  
   Loss from Therics ongoing operations   1.7     2.1     3.3     4.3  
   Gain on sale of other assets   (0.3 )       (4.2 )    


Income from manufacturing operations* $ 10.6   $ 7.6   $ 17.7   $ 15.3  


  
Diluted earnings per share from continuing operations as                
   reported under GAAP $ .14   $ .04   $ .20   $ .17  
After-tax effects per diluted share of:                
   Loss related to unusual items               .02  
   Loss associated with plant shutdowns, asset                
      impairments and restructurings   .10     .10     .29     .10  
   Loss from Therics ongoing operations   .04     .06     .08     .11  
   Gain on sale of other assets   (.01 )       (.11 )    


Diluted earnings per share from manufacturing operations* $ .27   $ .20   $ .46   $ .40  



              * The after-tax effects of unusual items, plant shutdowns, asset impairments and restructurings, Therics’ ongoing operations, and gain on sale of other 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, sell and profit from its orthopaedic product line. There is no assurance whether or when we might realize any return on our investment in Therics.

— more —




TREDEGAR EARNINGS, page 2

              Norman A. Scher, Tredegar’s president and chief executive officer, said: “The increase in second-quarter earnings was led by our aluminum extrusions business, where improved market conditions, higher volume and cost reductions boosted profits. Volume and profits in films were also up, and we remain optimistic that near-term opportunities will lead to meaningful profit growth in this business by the end of this year or early 2005.”

              Regarding Therics, Scher said: “We continue to monitor Therics closely and hope to see further acceptance of its new bone void filler products during the second half of 2004.”

MANUFACTURING OPERATIONS

Film Products

              Second-quarter net sales in Film Products were $101.5 million, up 15% from $88.4 million in 2003. Operating profit from ongoing operations was $10.9 million, up 8% from $10.1 million last year. Volume for the quarter increased 9% to 71.2 million pounds from 65.5 million pounds in 2003.

              On a sequential basis, net sales, operating profit from ongoing operations and volume in the first quarter of 2004 were $95.9 million, $10.0 million and 69.1 million pounds, respectively.

              Film Products has successfully introduced a variety of new elastic diaper laminates and feminine hygiene topsheet products to several global customers, and sales of new packaging and specialty films are increasing. The company continues to invest aggressively to support new global growth opportunities. The ongoing success of P&G’s new feminine pad topsheet, which was rolled out in Europe and Japan in 2003, is leading to new opportunities in other regions. While current capacity is sufficient to meet near-term demand, Film Products is increasing 2004 capital spending from $40 million to $55 million to support additional growth expectations for this product. This increase in capital expenditures is tied to contracted volume commitments.

              Year-to-date net sales were $197.4 million versus $181.8 million in 2003. Operating profit from ongoing operations was $20.9 million compared to $24.0 million in 2003. Year-to-date volume increased slightly to 140.3 million pounds from 138.8 million pounds. Prior-year results include sales of certain domestic backsheet that were discontinued at the end of the first quarter of 2003.

              Capital spending in Film Products through June 30 totaled $21 million.

— more —




TREDEGAR EARNINGS, page 3

Aluminum Extrusions

              Second-quarter net sales in Aluminum Extrusions were $109.0 million, up 23% from $88.6 million in 2003. Volume was up 8% to 62.0 million pounds from 57.6 million pounds in 2003. Operating profit from ongoing operations increased 69% to $8.3 million from $4.9 million in 2003. The profit increase was driven by volume growth, higher selling prices and improved operating efficiencies. Shipments were up in all end markets, with the strongest growth in the commercial building and construction, transportation, and machinery and equipment segments.

              Year-to-date net sales were $204.2 million, up 18% from $173.1 million in 2003. Operating profit from ongoing operations for the six-month period nearly doubled to $12.0 from $6.1 in 2003. Year-to-date volume increased 8% to 120.0 million pounds, up from 111.6 million pounds in 2003.

              Through June 30, capital expenditures totaled $3 million and are expected to be approximately $15 million for the year.

THERICS

              The second-quarter operating loss from ongoing operations at Therics was $2.5 million compared to a loss of $3.3 million in 2003. Therics launched its initial product line earlier this year. Net sales were $120,000 for the quarter, up from $11,000 in the first quarter. The year-to-date operating loss was $5.0 million compared to $6.6 million in 2003.

              Quarterly operating losses are expected to continue at about the second-quarter level until meaningful sales are achieved.

OTHER ITEMS

              Second-quarter results include a net after-tax charge of $4.0 million (10 cents per share) for plant shutdowns, asset impairments and restructurings, including asset impairment charges of $1.9 million related to the films business in Argentina, which is for sale. Second-quarter results also include a net after-tax gain of $268,000 on the sale of other assets. Last year’s second-quarter results included a net after-tax charge of $3.8 million (10 cents per share) related to plant shutdowns, asset impairments and restructurings.

              Year-to-date net after-tax charges for unusual items, plant shutdowns, asset impairments and restructurings were $11.0 million (29 cents per share), including $6.2 million related to the planned shutdown of the aluminum extrusions plant in Aurora, Ontario. Comparable charges in 2003 totaled $4.5 million (12 cents per share). The year-to-date gain on the sale of other assets in 2004 was $4.2 million (11 cents per share) and was related primarily to the sale of securities.

— more —




TREDEGAR EARNINGS, page 4

              Second-quarter results for 2003 include a net gain from discontinued operations of $891,000 (2 cents per share) related to the sale of intellectual property formerly owned by Tredegar’s Molecumetics subsidiary, which was closed in 2002. The year-to-date net loss for discontinued operations in 2003 totaled $48.6 million ($1.26 per share) and was related primarily to the company’s venture capital activities.

              Additional details regarding these items are provided in the financial tables included with this press release.

CAPITAL STRUCTURE

              Net debt (debt net of cash) was $70 million, or less than one times the last twelve months adjusted EBITDA.

              See notes to financial tables for reconciliations to comparable GAAP measures.

QUARTERLY CONFERENCE CALL

              Tredegar management will host a conference call on July 22 at 11:00 a.m. EDT to discuss its earnings results. Individuals can access the call by dialing 877-692-2592. Individuals calling from outside the United States should dial 973-582-2700. A replay of the call will be available, beginning at 2:00 p.m. on July 22 through July 29, by dialing 877-519-4471 (domestic) or 973-341-3080 (international), conference ID 4933620.

              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 second-quarter results” link on the home page. An archived version of the call will be available for replay on the Web site.

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:

— more —




TREDEGAR EARNINGS, page 5

              Film Products is highly dependent on sales to one customer, which comprised approximately 30% of Tredegar’s net sales in 2003. 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 foreign imports in a number of its markets.

              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, all of which will depend on its preclinical, clinical, regulatory, procurement, manufacturing, and sales and marketing capabilities or, where appropriate, its ability to enter into satisfactory arrangements with third parties to provide those functions.

              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.

              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.

— more —




TREDEGAR EARNINGS, page 6

              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 is also developing and marketing bone graft substitutes through its Therics subsidiary.

— more —




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


  Second Quarter Ended
June 30
Six Months Ended
June 30
 
 
 
   2004             2003             2004             2003  
 
 
 
Sales $ 216,053   $ 181,574   $ 411,972   $ 363,619  
Other income (expense), net   352     428     6,458     1,151  




    216,405     182,002     418,430     364,770  




  
Cost of goods sold   177,483     149,836     341,227     299,337  
Freight   5,468     4,532     10,295     8,720  
Selling, R&D and general expenses   18,623     17,389     36,567     35,580  
Amortization of intangibles   67     67     134     134  
Interest expense   598     1,683     1,521     3,786  
Plant shutdowns, asset impairments and restructurings (a)   6,004     5,882     16,787     5,967  
Unusual items (b)               1,067  




    208,243     179,389     406,531     354,591  




  
Income before income taxes   8,162     2,613     11,899     10,179  
Income taxes   2,983     932     4,291     3,639  




  
Income from continuing operations   5,179     1,681     7,608     6,540  
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)               (49,516 )
     Gain on the sale of intellectual property of                
         Molecumetics in 2003       891         891  




  
Net income (loss) (a)(b)(c)(d) $ 5,179   $ 2,572   $ 7,608   $ (42,085 )




  
Earnings (loss) per share:                
  Basic:                
     Continuing operations $ .14   $ .04   $ .20   $ .17  
     Discontinued operations       .02         (1.28 )




     Net income (loss) $ .14   $ .06   $ .20   $ (1.11 )




  
  Diluted:                
     Continuing operations $ .14   $ .04   $ .20   $ .17  
     Discontinued operations       .02         (1.26 )




     Net income (loss) $ .14   $ .06   $ .20   $ (1.09 )




  
Shares used to compute earnings (loss) per share:                
  Basic   38,235     38,047     38,232     38,113  
  Diluted   38,427     38,418     38,431     38,498  




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


  Second Quarter Ended
June 30
Six Months Ended
June 30
 
 
 
   2004             2003             2004             2003  
 
 
 
Net Sales                
Film Products $ 101,484   $ 88,410   $ 197,370   $ 181,794  
Aluminum Extrusions   108,981     88,632     204,176     173,105  
Therics   120         131      




Total net sales   210,585     177,042     401,677     354,899  
Add back freight   5,468     4,532     10,295     8,720  




Sales as shown in the Consolidated                
     Statements of Income $ 216,053   $ 181,574   $ 411,972   $ 363,619  




  
Operating Profit                
Film Products:                
     Ongoing operations $ 10,863   $ 10,104   $ 20,887   $ 24,032  
     Plant shutdowns, asset impairments and                
         restructurings (a)   (4,834 )   (2,609 )   (6,037 )   (2,694 )
  
Aluminum Extrusions:                
     Ongoing operations   8,281     4,855     11,964     6,066  
     Plant shutdowns, asset impairments and                
         restructurings (a)   (146 )   (388 )   (9,726 )   (388 )
  
Therics:                
     Ongoing operations   (2,543 )   (3,306 )   (5,034 )   (6,603 )
     Restructurings (a)   (1,024 )   (1,704 )   (1,024 )   (1,704 )
     Unusual items (b)               (1,067 )




Total   10,597     6,952     11,030     17,642  
Interest income   72     409     146     833  
Interest expense   598     1,683     1,521     3,786  
Gain on sale of corporate assets (b)   413         6,547      
Corporate expenses, net   2,322     3,065     4,303     4,510  




Income before income taxes   8,162     2,613     11,899     10,179  
Income taxes   2,983     932     4,291     3,639  




Income from continuing operations   5,179     1,681     7,608     6,540  
Income (loss) from discontinued operations (c)       891         (48,625 )




Net income (loss) (a)(b)(c)(d) $ 5,179   $ 2,572   $ 7,608   $ (42,085 )








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


June 30,
2004
           December 31,
2003


Assets        
  
Cash & cash equivalents $ 19,168            $ 19,943  
Accounts & notes receivable   112,800     84,110  
Income taxes recoverable   2,863     61,508  
Inventories   48,860     49,572  
Deferred income taxes   12,437     10,998  
Prepaid expenses & other   5,532     5,015  


Total current assets   201,660     231,146  
  
Property, plant & equipment, net   293,460     297,476  
Other assets   81,447     83,855  
Goodwill & other intangibles   139,837     140,548  


Total assets $ 716,404   $ 753,025  


  
Liabilities and Shareholders’ Equity        
  
Accounts payable $ 59,848   $ 46,706  
Accrued expenses   46,124     42,456  
Current portion of long-term debt   11,250     8,750  


Total current liabilities   117,222     97,912  
  
Long-term debt   77,530     130,879  
Deferred income taxes   62,782     66,276  
Other noncurrent liabilities   10,713     10,559  
Shareholders’ equity   448,157     447,399  


Total liabilities and shareholders’ equity $ 716,404   $ 753,025  






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


Six Months Ended
June 30
 
 
   2004    2003  


Cash flows from operating activities:        
     Net income (loss) $ 7,608             $ (42,085 )
     Adjustments for noncash items:        
         Depreciation   16,162     15,669  
         Amortization of intangibles   134     134  
         Deferred income taxes   (2,365 )   33,365  
         Accrued pension income and postretirement benefits   (2,042 )   (2,204 )
         Loss on venture capital investments       70,256  
         Gain on sale of corporate assets   (6,547 )    
         Loss on asset impairments and divestitures   12,476     2,023  
     Changes in assets and liabilities, net of effects of acquisitions        
         and divestitures:        
         Accounts and notes receivables   (29,774 )   6,352  
         Inventories   72     (175 )
         Income taxes recoverable   58,633     (47,148 )
         Prepaid expenses and other   (622 )   25  
         Accounts payable   13,824     6,129  
         Accrued expenses   3,018     4,388  
     Other, net   (1,506 )   704  


         Net cash provided by operating activities   69,071     47,433  


Cash flows from investing activities:        
     Capital expenditures   (24,737 )   (26,083 )
     Venture capital investments       (2,807 )
     Proceeds from sale of venture capital investments       21,504  
     Proceeds from the sale of corporate assets and property disposals   7,829      
     Other, net   521     (116 )


         Net cash used in investing activities   (16,387 )   (7,502 )


Cash flows from financing activities:        
     Dividends paid   (3,068 )   (3,050 )
     Net decrease in borrowings   (50,849 )   (29,188 )
     Repurchase of Tredegar common stock       (5,170 )
     Proceeds from exercise of stock options   458     623  


         Net cash used in financing activities   (53,459 )   (36,785 )


(Decrease) increase in cash and cash equivalents   (775 )   3,146  
Cash and cash equivalents at beginning of period   19,943     109,928  


Cash and cash equivalents at end of period $ 19,168   $ 113,074  






Selected Financial Measures
(In Millions)
(Unaudited)


For the Twelve Months Ended June 30, 2004
 
 
Film
Products
Aluminum
Extrusions
Therics Total




Operating profit (loss) from ongoing operations $ 42.5          $ 21.0          $ (10.1 )        $ 53.4  
Allocation of corporate overhead   (5.5 )   (2.8 )       (8.3 )
Add back depreciation and amortization   20.4     11.0     1.5     32.9  




Adjusted EBITDA (e) $ 57.4   $ 29.2   $ (8.6 ) $ 78.0  




                                
Selected balance sheet and other data as of June 30, 2004:                
     Cash invested to date in Therics $ 69.4              
     Net debt (f) $ 69.6              
     Shares outstanding   38.4              

Notes to the Financial Tables


(a) Plant shutdowns, asset impairments and restructurings in the second quarter of 2004 include:

   • A pretax charge of $2.7 million for impairment of the films business in Argentina;

   • Pretax charges of $994,000 related to accelerated depreciation from plant shutdowns and restructurings in Film Products;

   • A pretax charge of $879,000 related to the estimated loss on the sub-lease of a portion of the Therics facility in Princeton, New Jersey;

   • Pretax charges of $575,000 in Film Products and $146,000 in Aluminum Extrusions related to asset impairments;

   • A pretax charge of $300,000 related to severance and other employee-related costs associated with the planned shutdown of the films manufacturing facility in New Bern, North Carolina;

   • A pretax charge of $300,000 related to the estimated loss on the sale of the previously shutdown films manufacturing facility in Manchester, Iowa; and

   • A pretax charge of $145,000 related to severance costs in Therics.

  Plant shutdowns, asset impairments and restructurings in the first six months of 2004 include:

   • A pretax charge of $9.6 million related to the planned shutdown of an aluminum extrusions facility in Aurora, Ontario, including asset impairment charges of $7.1 million and severance and other employee-related costs of $2.5 million;

    • A pretax charge of $2.7 million for impairment of the films business in Argentina;

   • Pretax charges of $1.7 million related to accelerated depreciation from plant shutdowns and restructurings in Film Products;

   • A pretax charge of $879,000 related to the estimated loss on the sub-lease of a portion of the Therics facility in Princeton, New Jersey;

   • Pretax charges of $575,000 in Film Products and $146,000 in Aluminum Extrusions related to asset impairments;

   • Pretax charges of $837,000 related to severance and other employee-related costs associated with the planned shutdown of the film manufacturing facility in New Bern, North Carolina;

   • A pretax charge of $300,000 related to the estimated loss on the sale of the previously shutdown films manufacturing facility in Manchester, Iowa; and

   • A pretax charge of $145,000 related to severance costs in Therics.

  Plant shutdowns, asset impairments and restructurings in the second quarter of 2003 include:

   • Pretax charges for severance costs in connection with restructurings in Film Products ($1.6 million), Therics ($1.2 million) and at corporate headquarters ($1.2 million; included in “Corporate expenses, net” in the Operating Profit by Segment table);

    • A pretax charge of $956,000 for asset impairments in Film Products;

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

   • A pretax charge of $549,000 related to the estimated loss on the sub-lease of a portion of the Therics facility in Princeton, New Jersey; and

   • Pretax charge of $53,000 for additional costs incurred related to a previously announced plant shutdown in Film Products.




  Plant shutdowns, asset impairments and restructurings in the first six months of 2003 include:

   • Pretax charges for severance costs in connection with restructurings in Film Products ($1.6 million), Therics ($1.2 million) and at corporate headquarters ($1.2 million; included in “Corporate expenses, net” in the Operating Profit by Segment table);

   • A pretax charge of $956,000 for asset impairments in Film Products;

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

   • A pretax charge of $549,000 related to the estimated loss on the sub-lease of a portion of the Therics facility in Princeton, New Jersey; and

   • Pretax charges of $138,000 for additional costs incurred related to previously announced plant shutdowns in Film Products.

(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.

  Gain on the sale of corporate assets in 2004 include gains of $6.1 million related to the sale of public equity securities and $413,000 on the sale of corporate real estate. There were no public equity securities held at June 30, 2004.

(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.

  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 $4 million for the second quarter of 2004 and income of $10.3 million for the second quarter of 2003. Comprehensive income (loss) was income of $3 million for the first six months of 2004 and a loss of $31.5 million for the first six months of 2003. 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 sale of other 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) Net debt is calculated as follows (in millions):

                       Debt $ 88.8  
Less: cash and cash equivalents   (19.2 )

Net debt $ 69.6