We use interest rate swaps to manage interest rate exposure. Our interest rate swaps are designated as and accounted for as cash flow hedges (see Note 9). Counterparties to our interest rate swaps consist of large major financial institutions. We continually monitor our positions and the credit ratings of our counterparties and the amount of exposure to each counterparty. While counterparties may expose us to potential losses due to the credit risk of non-performance, losses are not anticipated.
During 2001, $1,460 of net losses was reclassified from other comprehensive income to earnings and was offset by gains from transactions relating to the underlying hedged item. As of December 31, 2001, we expect $1,285 of net deferred loss reported in accumulated other comprehensive income to be reclassified to earnings within the next twelve months. During 2001, there were no gains nor losses reclassified into earnings because the hedge transaction was no longer expected to occur.
Our remaining unfunded commitments to private venture capital funds totaled approximately $36,669 at December 31, 2001, which we expect to fund over the next two years. Effective January 1, 2001, we entered into a three-year agreement whereby Perennial Ventures will manage our existing portfolio of direct investments. The agreement calls for remaining management fee payments of $5,000 in 2002 and $4,000 in 2003.
A schedule of investments is provided on the next two pages.
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Tredegar Corporation Public Common Stock or
Schedule of Investments at December 31, 2001 and 2000 Equivalents at 12/31/01 12/31/01 (f) 12/31/00 (f)
(In Thousands, Except Per-Share Amounts) Estimated
Restricted Estimated Estimated
Yrs. Web Site Shares Closing Stock Dis- Fair Carrying Cost Fair Carrying Cost
Investment Symbol Held (a) Description (www.) Held Price count (c) Value (b) Value (b) Basis Value (b) Value (b) Basis
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Securities of Public Companies Held:
Illumina, Inc. ILMN 3.1 Fiber optic sensor technology for drug screening illumina.com 914 $ 11.76 0% $ 10,749 $ 10,749 $ 2,173 $ 21,395 $ 21,395 $ 3,925
Adolor Corporation ADLR 3.1 Develops pain-management therapeutic drugs adolor.com 206 17.95 0% 3,704 3,704 844 12,291 12,291 3,000
Vascular Solutions VASC 4.0 Vascular access site closure system vascularsolutions.com 861 2.79 0% 2,401 2,401 2,429 5,060 5,060 2,450
SignalSoft Corporation SGSF 3.8 Wireless caller location detection software signalsoftcorp.com 412 4.47 0% 1,835 1,835 1,330 7,261 7,261 3,006
Photon Dynamics, Inc. (e) PHTN 3.6 Test and repair systems for flat panel display industry photondynamics.com 21 45.65 20% 763 387 940 14,993 3,825 4,700
Cisco Systems, Inc. (e) CSCO 2.5 Worldwide leader in networking for the Internet cisco.com 14 18.11 0% 245 245 200 405 405 200
Nortel Networks Corporation (e) NT 3.8 Networking solutions and services nortelnetworks.com 25 7.46 20% 151 148 117 617 617 117
CardioGenesis Corporation CGCP 7.6 Coronary revascularization eclipsesurg.com 113 1.17 0% 132 132 616 381 381 2,464
Openwave Systems, Inc. (e) OPWV 2.1 Infrastructure applications for the Internet openwave.com 1 9.79 0% 14 14 7 2,689 2,689 348
Superconductor Tech., Inc. SCON 2.5 Manufactures filters for wireless networks suptech.com - - 0% - - - 603 603 552
Rosetta Inpharmatics, Inc. RSTA 4.6 Gene function/drug screening on a chip rii.com - - 0% - - - 13,599 13,599 4,745
Eprise Corporation EPRS 4.0 Web site maintenance & development tool eprise.com - - 0% - - - 2,633 2,633 2,382
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total securities of public companies held 19,994 19,615 8,656 81,927 70,759 27,889
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Securities of Private Companies Held:
CryoGen 6.3 Micro-cryogenic catheters for medical applications cryogen-inc.com 2,339 2,339 3,910 4,265 3,054 3,054
Sensitech Inc. 4.8 Perishable product mgmt. solutions sensitech.com 3,197 2,333 2,333 3,154 2,333 2,333
Bell Geospace 4.3 Presentation of 3D data to the oil & gas industry bellgeo.com - - - - - 3,500
Songbird Medical, Inc. 4.4 Disposable hearing aids 3,303 3,303 5,215 8,013 4,210 4,210
RedCreek Communications 4.1 Internet and intranet security redcreek.com - - - 706 549 2,256
Appliant, Inc. 4.2 Software tools for managing executable software appliant.com 6,439 3,899 3,899 6,352 3,899 3,899
Ellipsys Technologies, Inc. 3.9 Telephone system error detection ellipsystech.com - - - - - 2,275
HemoSense 4.1 Point of care blood coagulation time test device hemosense.com 2,771 2,485 2,485 2,733 2,485 2,485
Moai Technologies, Inc. 4.0 System for holding auctions on the Internet moai.com - - 2,021 6,263 2,021 2,021
Babycare, Ltd. 3.9 Direct retailing of baby care products in China - - 1,009 - - 1,009
NovaLux, Inc. 3.6 Blue-green light lasers novalux.com 10,149 10,149 10,149 50,801 10,149 10,149
Xcyte Therapies, Inc. 3.4 Develops drugs to treat cancer & other disorders xcytetherapies.com 4,634 4,634 4,634 5,598 3,795 3,795
Advanced Diagnostics, Inc. 3.1 3-D medical imaging equipment 2,137 2,121 2,121 1,321 1,371 1,371
Praxon, Inc. 2.8 Integrated business communications equipment praxon.com - - - - - 2,309
AdiCom Wireless, Inc. 2.8 Wireless local loop technology adicomwireless.com - - - 2,648 2,648 4,062
EndoVasix, Inc. 2.9 Device for treatment of ischemic strokes endovasix.com 800 800 4,000 4,270 4,000 4,000
eWireless, inc. 2.9 Technology linking cell phone users & advertising ewireless.com - - 2,250 47,728 2,250 2,250
Cooking.com, Inc. 2.8 Sales of cooking-related items over the Internet cooking.com 1,500 1,500 4,500 1,500 1,500 4,500
MediaFlex.com 2.7 Internet-based printing & publishing mediaflex.com - - 3,500 4,085 3,500 3,500
eBabyCare Ltd. 2.6 Sales of babycare products over the Internet in China - - 314 - - 314
Kodiak Technologies, Inc. 2.5 Cooling products for organ & pharma transport kodiaktech.com 2,202 2,202 2,202 1,694 1,694 1,694
Artemis Medical, Inc. 2.5 Medical devices for breast cancer surgery 3,267 2,467 2,467 3,201 2,467 2,467
CEPTYR, Inc. 2.4 Develops small molecule drugs ceptyr.com 1,750 1,750 1,750 1,750 1,750 1,750
GreaterGood.com 2.2 Internet marketing targeted at donors to charities greatergood.com - - - - - 3,781
Etera Corporation 2.1 Sales of branded perennial plants over the Internet etera.com - - - 5,269 5,000 5,000
ThinkFree.com 2.2 Java-based software complementary to Microsoft Office thinkfree.com 741 741 1,491 3,696 1,491 1,491
BroadRiver Communications 2.1 Local DSL provider purepacket.com - - 4,779 9,136 4,779 4,779
Quarry Technologies, Inc. 2.1 Technology for delivery of differentiated service levels quarrytech.com 2,567 2,567 4,046 3,425 3,425 3,425
Norborn Medical, Inc. 1.8 Device for treatment of cardiovascular disease - - - - - 188
FastTrack Systems, Inc. 1.9 Clinical trial data management information systems 7,182 5,479 5,479 7,962 5,134 5,134
Riveon, Inc. 1.9 Web-based data mining software for business managers - - 1,990 1,700 1,700 1,700
MedManage Systems Inc. 1.7 Management of prescription drug sampling programs 5,200 5,200 5,200 4,000 4,000 4,000
Linx Communications, Inc. 1.3 Unified communications and messaging systems - - - 3,000 3,000 3,000
Infinicon, Inc. 1.5 Manufacturer of infiniband input/output products 4,573 4,573 4,573 3,485 3,485 3,485
Cbyon, Inc. 1.5 Provider of software image data to assist surgeons 4,178 4,178 4,178 3,500 3,500 3,500
Extreme Devices 1.3 Manufacturer of integrated, solid-state electron source 5,000 5,000 5,000 5,000 5,000 5,000
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Subtotal securities of private companies held 73,929 67,720 95,495 206,255 94,189 113,686
- -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
See notes on page 59.
58
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Tredegar Corporation
Schedule of Investments at December 31, 2001 and 2000 12/31/01 (f) 12/31/00 (f)
---------------------------------------- ----------------------------------
(In Thousands, Except Per-Share Amounts)
Estimated Estimated
Yrs. Web Site Fair Carrying Cost Fair Carrying Cost
Investment Held (a) Description (www.) Value (b) Value (b) Basis Value (b) Value (b) Basis
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total securities of public companies held (from page 58) 19,994 19,615 8,656 81,927 70,759 27,889
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Subtotal securities of private companies held (from page 58) 73,929 67,720 95,495 206,255 94,189 113,686
Locus Discovery 1.1 Computational chemogenomics technology 6,333 4,000 4,000 3,000 3,000 3,000
eTunnels 1.0 VPNs across all ISPs and companies 3,748 3,748 3,748 3,000 3,000 3,000
Elixir 1.0 Evaluation technology for anti-aging compounds 2,827 2,827 2,827 250 250 250
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total securities of private companies held 86,837 78,295 106,070 212,505 100,439 119,936
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Limited partnership interests in private venture capital funds (period held of 1 - 7.5 years) (d) 64,889 57,174 75,247 109,099 61,061 65,271
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total investments 171,720 $ 155,084 $ 189,973 403,531 $ 232,259 $ 213,096
------------------------------- ---------------------------
Estimated taxes on assumed disposal at fair value (6,571) 68,557
- ------------------------------------------------------------------------------------------------------------------------------------------------- ------------
Estimated net asset value ("NAV") $ 178,291 $ 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 December 31, 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 Average Indirect
Interest in Restricted Estimated
Common Closing Stock Dis- Fair Cost
Indirect Investment Symbol Description Shares Price count Value Basis
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Universal Access, Inc. UAXS Wholesale provider of high bandwidth services (universalaccessinc.com) 616 4.69 20% 2,313 521
Illumina, Inc. ILMN Fiber optic sensor technology for drug screening (illumina.com) 197 11.76 20% 1,858 333
Array Biopharma ARRY Drug discovery research using innovative chemistry (arraybiopharma.com) 110 14.86 20% 1,305 236
Adolor Corporation ADLR Develops pain-management therapeutic drugs (adolor.com) 84 17.95 20% 1,212 411
Seattle Genetics SGEN Biopharmaceuticals for treatment of cancers (seattlegenetics.com) 119 5.70 20% 542 219
Lucent Technologies, Inc. LU Developer and manufacturer of communications systems (lucent.com) 71 6.30 0% 444 59
Genomica Corporation GNOM Software for accelerating drug discovery and development (genomica.com) 107 4.56 20% 391 296
Photon Dynamics, Inc. PHTN Test and repair systems for flat panel display industry (photondymanics.com) 8 45.65 20% 290 359
ASAT Holdings ASTT Provider of semiconductor assemply and testing services (asat.com) 182 1.65 20% 240 520
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(e) Public company stock received from the acquisition of a private company in the portfolio.
(f) Our portfolio is subject to risks typically associated with investments in technology start-up companies, which include business failure, illiquidity and stock market volatility.
59
8 ACCRUED EXPENSES
Accrued expenses consist of the following:
- --------------------------------------------------------------------------------
December 31 2001 2000
- --------------------------------------------------------------------------------
Payrolls, related taxes and medical and
other benefits $ 16,401 $ 14,698
Workmen's compensation and disabilities 3,295 4,790
Vacation 4,145 4,550
Contract research revenues received
in advance 582 497
Environmental, plant shutdowns
and divestitures 3,739 391
Derivative financial instruments:
Aluminum futures contracts for hedging
forward sales contracts (see Note 6) 2,042 -
Interest rate swaps (see Note 9) 2,173 -
Other 15,260 11,667
- --------------------------------------------------------------------------------
Total $ 47,637 $ 36,593
- --------------------------------------------------------------------------------
9 DEBT AND CREDIT AGREEMENTS
On October 20, 1999, we borrowed $250,000 under a term loan agreement dated October 13, 1999. A portion of the term loan proceeds ($230,000) was used to repay all of the outstanding borrowings at that time under our revolving credit facility. The balance ($20,000) was invested in cash equivalents. The revolving credit facility permits borrowings of up to $275,000 (no amounts borrowed at December 31, 2001 and 2000) and matures on July 9, 2002 and we expect to have a new facility in place by April 30, 2002. Tredegar also has a note payable with a remaining balance of $10,000. Total debt due and outstanding at December 31, 2001, is summarized below:
- --------------------------------------------------------------------------------
Debt Due and Outstanding at 12/31/01
- --------------------------------------------------------------------------------
Total
Year Note Term Debt
Due Payable Loan Other Due
- --------------------------------------------------------------------------------
2002 $ 5,000 $ - $ 2,915 $ 7,915
2003 5,000 50,000 743 55,743
2004 - 75,000 348 75,348
2005 - 125,000 163 125,163
2006 - - 55 55
Remainder - - 274 274
- --------------------------------------------------------------------------------
Total $ 10,000 $ 250,000 $ 4,498 $ 264,498
- --------------------------------------------------------------------------------
60
The term loan and revolving credit agreements provide for interest to be charged at a base rate (generally the London Interbank Offered Rate ("LIBOR")) plus a spread that is dependent on our quarterly debt-to-total capitalization ratio. The fully borrowed spread over LIBOR charged at the various debt-to-total capitalization levels are as follows:
- --------------------------------------------------
Fully-Borrowed Spread Over LIBOR
Under Credit Agreements (Basis Points)
- --------------------------------------------------
Debt-to-Total Term
Capitalization Ratio Revolver Loan
- --------------------------------------------------
› 55% and ‹= 60% 50.0 100.0
› 50% and ‹= 55% 50.0 87.5
› 40% and ‹= 50% 37.5 75.0
› 35% and ‹= 40% 37.5 62.5
› 30% and ‹= 35% 30.0 62.5
‹= 30% 30.0 50.0
- --------------------------------------------------
Interest is payable on the note semi-annually at 7.2% per year. At December 31, 2001, the prepayment value of the note was $10,430.
On April 27, 2001, we entered into a two-year interest rate swap agreement, with a notional amount of $50,000, under which we pay to a counterparty a fixed interest rate of 4.85% and the counterparty pays us a variable interest rate based on one-month LIBOR reset each month. This swap has been designated as and is accounted for as a cash flow hedge. It effectively fixes the rate on $50,000 of our $250,000 term loan at 4.85% plus the applicable credit spread (currently 62.5 basis points).
On June 22, 2001, we entered into another two-year interest rate swap agreement, with a notional amount of $25,000, under which we pay to a counterparty a fixed interest rate of 4.64% and the counterparty pays us a variable interest rate based on one-month LIBOR reset each month. This swap has been designated as and is accounted for as a cash flow hedge. It effectively fixes the rate on $25,000 of our $250,000 term loan at 4.64% plus the applicable credit spread (currently 62.5 basis points).
Our loan agreements contain restrictions, among others, on the minimum shareholders' equity required and the maximum debt-to-total capitalization ratio permitted (60%). At December 31, 2001, shareholders' equity was in excess of the minimum required by $257,415 and $275,000 was available to borrow under the 60% debt-to-total capitalization ratio restriction.
10 SHAREHOLDER RIGHTS AGREEMENT
Pursuant to a Rights Agreement dated as of June 30, 1999, between Tredegar and American Stock Transfer and Trust Company as Rights Agent, one Right is attendant to each share of our common stock. Each Right entitles the registered holder to purchase from Tredegar one one-hundredth of a share of Participating Cumulative Preferred Stock, Series A (the "Preferred Stock"), at an exercise price of $150 per share (the "Purchase Price"). The Rights will become exercisable, if not earlier redeemed, only if a person or group acquires 10% or more of the outstanding shares of our common stock or announces a tender offer which would result in ownership by a person or group of 10% or more of our common stock. Any action by a person or group whose beneficial ownership is reported on Amendment No. 4 to the Schedule 13D filed with respect to Tredegar on May 20, 1997, cannot cause the Rights to become exercisable.
61
Each holder of a Right, upon the occurrence of certain events, will become entitled to receive, upon exercise and payment of the Purchase Price, Preferred Stock (or in certain circumstances, cash, property or other securities of Tredegar or a potential acquirer) having a value equal to twice the amount of the Purchase Price.
The Rights will expire on June 30, 2009.
11 STOCK OPTION PLANS
We have two stock option plans under which stock options may be granted to purchase a specified number of shares of common stock at a price no lower than the fair market value on the date of grant and for a term not to exceed 10 years. One of those option plans is a directors' stock plan. In addition, we have two other stock option plans under which there are options that remain outstanding, but no future grants can be made. Employee options ordinarily vest one to two years from the date of grant. The outstanding options granted to directors vest over three years. The option plans also permit the grant of restricted stock. The current option plans do not provide for SARs and no SARs have been granted since 1992. The SARs that remain outstanding were granted in tandem with stock options and the share appreciation that can be realized upon their exercise is limited to the fair market value on the date of grant. As such, it is more likely that related stock options will be exercised rather than SARs when the price of our common stock is in excess of $7.42 per share (our closing price on December 31, 2001 was $19).
Had compensation cost for our stock-based compensation plans been determined in 2001, 2000 and 1999 based on the fair value at the grant dates, our income and diluted earnings per share from continuing operations would have been reduced to the pro forma amounts indicated below:
- --------------------------------------------------------------------------------
2001 2000 1999
- --------------------------------------------------------------------------------
Income from continuing operations:
As reported $ 8,356 $ 111,376 $ 52,648
Pro forma 5,971 106,268 49,199
Diluted earnings per share from
continuing operations:
As reported .21 2.86 1.36
Pro forma .15 2.73 1.27
- --------------------------------------------------------------------------------
62
The fair value of each option was estimated as of the grant date using the Black-Scholes option-pricing model. The assumptions used in this model for valuing stock options granted during 2001, 2000 and 1999 are provided below:
- ----------------------------------------------------------------------------------------------
2001 2000 1999
- ----------------------------------------------------------------------------------------------
Dividend yield .8% .8% .7%
Volatility percentage 45.0% 40.0% 40.0%
Weighted average risk-free interest rate 4.2% 6.7% 4.8%
Holding period (years):
Officers n/a 7.0 7.0
Management 5.0 5.0 5.0
Other employees n/a 3.0 3.0
Weighted average market price at date of grant
Officers and management $ 19.96 $ 19.92 $ 23.36
Other employees n/a 19.75 23.53
Weighted average exercise price for options
granted where exercise price exceeds market price
Officers n/a 21.24 37.89
Management n/a 20.70 34.90
- ----------------------------------------------------------------------------------------------
Stock options granted during 2001, 2000 and 1999, and their estimated fair value at the date of grant, are provided below:
- -----------------------------------------------------------------------------------------------
2001 2000 1999
- -----------------------------------------------------------------------------------------------
Stock options granted (number of shares):
Where exercise price equals market price:
Officers n/a 98,200 n/a
Management 26,000 272,310 33,200
Other employees n/a 105,500 92,400
Where exercise price exceeds market price:
Officers n/a 98,200 416,000
Management n/a 80,100 444,700
- -----------------------------------------------------------------------------------------------
Total 26,000 654,310 986,300
- -----------------------------------------------------------------------------------------------
Estimated weighted average fair value of
options per share at date of grant:
Where exercise price equals market price:
Officers n/a $ 9.89 n/a
Management 8.42 8.55 $ 10.25
Other employees n/a 6.47 7.33
Where exercise price exceeds market price:
Officers n/a 9.11 7.79
Management n/a 7.50 6.58
- -----------------------------------------------------------------------------------------------
Total estimated fair value of stock
options granted $ 219 $ 5,477 $ 7,186
- -----------------------------------------------------------------------------------------------
63
A summary of our stock options outstanding at December 31, 2001, 2000 and 1999, and changes during those years, is presented below:
- ------------------------------------------------------------------------------------------------------------------------
Exercise Price Per Share
------------------------
Number of Shares Wgted. Aggre-
Options SARs Range Ave. gate
- ------------------------------------------------------------------------------------------------------------------------
Outstanding at 12/31/98 3,032,772 595,485 2.70 to 29.94 7.75 23,505
Granted in 1999 986,300 - 23.31 to 46.63 34.75 34,274
Lapsed in 1999 (33,960) - 3.37 to 46.63 28.06 (953)
Options exercised in 1999 (1,000,389) (430,650) 2.70 to 18.37 4.43 (4,427)
- ------------------------------------------------------------------------------------------------------------------------
Outstanding at 12/31/99 2,984,723 164,835 $ 2.70 to $ 46.63 $17.56 $ 52,399
Granted in 2000 654,310 - 17.88 to 25.44 20.70 13,544
Lapsed in 2000 (208,300) - 19.75 to 46.63 32.97 (6,868)
Options exercised in 2000 (479,243) (47,000) 2.70 to 21.00 7.72 (3,700)
- ------------------------------------------------------------------------------------------------------------------------
Outstanding at 12/31/00 2,951,490 117,835 $ 2.70 to $ 46.63 $18.76 $ 55,375
Granted in 2001 26,000 - 18.35 to 21.00 19.96 519
Lapsed in 2001 (52,960) - 19.75 to 25.65 21.61 (1,144)
Options exercised in 2001 (47,510) (13,735) 2.70 to 18.37 5.42 (258)
- ------------------------------------------------------------------------------------------------------------------------
Outstanding at 12/31/01 2,877,020 104,100 $ 2.70 to $ 46.63 $18.94 $ 54,492
- ------------------------------------------------------------------------------------------------------------------------
The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2001:
- --------------------------------------------------------------------------------------
Options Outstanding at Options Exercisable at
December 31, 2001 December 31, 2001
----------------------------------------------------------
Weighted Average
-----------------------
Remaining Weighted
Contract- Average
Range of ual Life Exercise Exercise
Exercise Prices Shares (Years) Price Shares Price
- --------------------------------------------------------------------------------------
$ 2.70 to $ 3.73 110,100 .20 $ 2.79 110,100 $ 2.79
3.37 to 5.34 407,500 2.15 4.13 407,500 4.13
3.87 to 4.17 231,825 3.15 4.16 231,825 4.16
7.38 to 9.67 242,070 4.13 8.53 242,070 8.53
16.55 to 19.75 715,450 5.21 18.34 322,400 16.66
20.44 to 25.65 489,500 4.82 23.05 287,200 23.40
28.61 to 34.97 384,575 4.58 31.54 384,575 31.54
40.80 to 46.63 296,000 4.01 43.72 296,000 43.72
- --------------------------------------------------------------------------------------
$ 2.70 to $46.63 2,877,020 4.05 $ 18.94 2,281,670 $ 18.49
- --------------------------------------------------------------------------------------
Stock options exercisable totaled 1,465,705 shares at December 31, 2000 and 1,941,348 shares at December 31, 1999. Stock options available for grant totaled 1,192,475 shares at December 31, 2001, 1,193,375 shares at December 31, 2000 and 1,800,825 shares at December 31, 1999.
64
12 RETIREMENT PLANS AND OTHER POSTRETIREMENT BENEFITS
We have noncontributory and contributory defined benefit (pension) plans covering most employees. The plans for salaried and hourly employees currently in effect are based on a formula using the participant's years of service and compensation or using the participant's years of service and a dollar amount. Pension plan assets consist principally of domestic and international common stocks and domestic and international government and corporate obligations. In addition to providing pension benefits, we provide postretirement life insurance and health care benefits for certain groups of employees. Tredegar and retirees share in the cost of postretirement health care benefits, with employees retiring after July 1, 1993, receiving a fixed subsidy to cover a portion of their health care premiums.
Assumptions used for financial reporting purposes to compute net benefit income or cost and benefit obligations, and the components of net periodic benefit income or cost, are as follows:
- --------------------------------------------------------------------------------------------------------
Other Post-
Pension Benefits Retirement Benefits
--------------------------------------------------------------
2001 2000 1999 2001 2000 1999
- --------------------------------------------------------------------------------------------------------
Weighted-average assumptions:
Discount rate, end of year 7.25% 7.50% 7.50% 7.25% 7.50% 7.50%
Rate of compensation increases,
end of year 5.00% 5.00% 5.00% 5.00% 5.00% 5.00%
Expected long-term return on
plan assets, during the year 9.00% 9.00% 9.00% n/a n/a n/a
Rate of increase in per-capital cost
of covered health care benefits:
Indemnity plans, end of year n/a n/a n/a 8.00% 8.00% 8.00%
Managed care plans, end of year n/a n/a n/a 6.60% 6.60% 6.60%
Components of net periodic benefit
income (cost):
Service cost $(4,147) $ (4,152) $ (4,462) $ (105) $ (149) $ (169)
Interest cost (11,065) (10,521) (9,868) (601) (567) (544)
Employee contributions 225 263 225 - - -
Other (96) (90) (118) - 93 -
Expected return on plan assets 23,141 19,832 17,513 - - -
Amortization of:
Net transition asset 20 221 898 - - -
Prior service costs and gains
or losses 3,421 1,643 (642) 28 75 71
- --------------------------------------------------------------------------------------------------------
Net periodic benefit income (cost) $11,499 $ 7,196 $ 3,546 $ (678) $ (548) $ (642)
- --------------------------------------------------------------------------------------------------------
65
The following tables reconcile the changes in benefit obligations and plan assets in 2001 and 2000, and reconcile the funded status to prepaid or accrued cost at December 31, 2001 and 2000:
- ----------------------------------------------------------------------------------------------
Other Post-
Pension Benefits Retirement Benefits
----------------- -------------------
2001 2000 2001 2000
- ----------------------------------------------------------------------------------------------
Benefit obligation, beginning of year $ 149,917 $ 142,593 $ 8,119 $ 7,769
Service cost 3,922 3,889 105 149
Interest cost 11,065 10,521 601 567
Plan amendments 3,437 129 - (93)
Effect of discount rate change 4,495 - 221 -
Employee contributions 225 263 - -
Other (461) 204 (321) 342
Benefits paid (8,358) (7,682) (356) (615)
- ----------------------------------------------------------------------------------------------
Benefit obligation, end of year $ 164,242 $ 149,917 $ 8,369 $ 8,119
- ----------------------------------------------------------------------------------------------
-
Plan assets at fair value,
beginning of year $ 266,307 $ 274,176 $ - $ -
Actual return on plan assets (21,315) (988) - -
Employee contributions 225 263 - -
Employer contributions 771 628 355 614
Other (96) (90) - -
Benefits paid (8,358) (7,682) (355) (614)
- ----------------------------------------------------------------------------------------------
Plan assets at fair value, end of year $ 237,534 $ 266,307 $ - $ -
- ----------------------------------------------------------------------------------------------
-
Funded status of the plans $ 73,292 $ 116,390 $ (8,369) $ (8,119)
Unrecognized net transition
(asset) obligation (36) (58) - -
Unrecognized prior service cost 4,995 2,317 - -
Unrecognized net (gain) loss (21,414) (73,896) (954) (899)
- ----------------------------------------------------------------------------------------------
Prepaid (accrued) cost, end of year $ 56,837 $ 44,753 $ (9,323) $ (9,018)
- ----------------------------------------------------------------------------------------------
Net benefit income or cost is determined using assumptions at the beginning of each year. Funded status is determined using assumptions at the end of each year.
The rates for the per-capita cost of covered health care benefits were assumed to decrease gradually to 6% for the indemnity plan and 5% for the managed care plan in 2002, and remain at that level thereafter. At December 31, 2001, the effect of a 1% change in the health care cost trend rate assumptions would be immaterial.
Prepaid pension cost of $56,837 at December 31, 2001 and $44,753 at December 31, 2000, is included in "Other assets and deferred charges" in the consolidated balance sheets. Accrued postretirement benefit cost of $9,323 at December 31, 2001 and $9,018 at December 31, 2000, is included in "Other noncurrent liabilities" in the consolidated balance sheets.
We also have a non-qualified supplemental pension plan covering certain employees. The plan is designed to restore all or a part of the pension benefits that would have been payable to designated participants from our principal pension plans if it were not for limitations imposed by income tax regulations. The projected benefit obligation relating to this unfunded plan was $2,159 at December 31, 2001 and $1,172 at December 31, 2000. Pension expense recognized was $326 in 2001, $448 in 2000 and $478 in 1999. This information has been included in the preceding pension benefit tables.
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13 SAVINGS PLAN
We have a savings plan that allows eligible employees to voluntarily contribute a percentage (generally 10%) of their compensation. Under the provisions of the plan, we match a portion (generally 50%) of the employee's contribution to the plan with shares of our common stock. We also have a non-qualified plan that restores matching benefits for employees suspended from the savings plan due to certain limitations imposed by income tax regulations. Charges recognized for these plans were $2,918 in 2001, $2,738 in 2000 and $2,514 in 1999. Our liability under the restoration plan was $1,383 at December 31, 2001 (consisting of 72,818 phantom shares of common stock) and $1,276 at December 31, 2000 (consisting of 73,177 phantom shares of our common stock) valued at the closing market price on those dates.
The Tredegar Corporation Benefits Plan Trust (the "Trust") purchased 7,200 shares of our common stock in 1998 for $192 and 46,671 shares of our common stock in 1997 for $1,020, as a partial hedge against the phantom shares held in the restoration plan. There were no shares purchased in 2001, 2000 or 1999. The cost of the shares held by the Trust is shown as a reduction to shareholders' equity in the consolidated balance sheets.
14 RENTAL EXPENSE AND CONTRACTUAL COMMITMENTS
Rental expense was $4,414 in 2001, $4,457 in 2000 and $4,408 in 1999. Rental commitments under all non-cancelable operating leases as of December 31, 2001, are as follows:
- ----------------------------------------------
Year Amount
- ----------------------------------------------
2002 $ 3,367
2003 3,150
2004 2,727
2005 2,380
2006 1,901
Remainder 7,042
- ----------------------------------------------
Total $ 20,567
- ----------------------------------------------
Contractual obligations for plant construction and purchases of real property and equipment amounted to $9,726 at December 31, 2001 and $10,665 at December 31, 2000.
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15 INCOME TAXES
Income from continuing operations before income taxes and income taxes are as follows:
- --------------------------------------------------------------------------------
2001 2000 1999
- --------------------------------------------------------------------------------
Income from continuing operations
before income taxes:
Domestic $ 1,386 $ 159,558 $ 68,865
Foreign 8,460 14,989 12,677
- --------------------------------------------------------------------------------
Total $ 9,846 $ 174,547 $ 81,542
- --------------------------------------------------------------------------------
Current income taxes:
Federal $ 3,524 $ 58,944 $ 19,612
State 2,168 3,694 1,694
Foreign 4,704 5,206 6,132
- --------------------------------------------------------------------------------
Total 10,396 67,844 27,438
- --------------------------------------------------------------------------------
Deferred income taxes:
Federal (8,617) (6,900) 944
State (283) (310) 497
Foreign (6) 2,537 15
- --------------------------------------------------------------------------------
Total (8,906) (4,673) 1,456
- --------------------------------------------------------------------------------
Total income taxes $ 1,490 $ 63,171 $ 28,894
- --------------------------------------------------------------------------------
The significant differences between the U.S. federal statutory rate and the effective income tax rate for continuing operations are as follows:
- --------------------------------------------------------------------------------
Percent of Income
Before Income Taxes
--------------------------
2001 2000 1999
- --------------------------------------------------------------------------------
Income tax expense at federal statutory rate 35.0 35.0 35.0
State taxes, net of federal income tax benefit 12.4 1.3 1.8
Unremitted earnings from foreign operations 4.0 1.1 (.3)
Goodwill amortization 1.3 .1 .1
Research and development tax credit (6.5) (.4) (.7)
Foreign Sales Corporation (11.2) (.6) (1.1)
Reversal of income tax contingency accruals (19.3) - -
Other items, net (.6) (.3) .6
- --------------------------------------------------------------------------------
Effective income tax rate 15.1 36.2 35.4
- --------------------------------------------------------------------------------
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Deferred tax liabilities and deferred tax assets at December 31, 2001 and 2000, are as follows:
- ------------------------------------------------------------------------------------------------
December 31 2001 2000
- ------------------------------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation $ 24,793 $ 24,421
Pensions 20,520 16,694
Unrealized gain on available-for-sale securities 4,677 16,499
Other 3,373 3,816
- ------------------------------------------------------------------------------------------------
Total deferred tax liabilities 53,363 61,430
- ------------------------------------------------------------------------------------------------
Deferred tax assets:
Employee benefits 7,939 7,664
Write-downs of venture capital investments 17,932 8,594
Inventory 1,165 1,375
Tax benefit on NOL carryforwards of certain
foreign subsidiaries 915 396
Foreign currency translation adjustment 3,234 3,086
Allowance for doubtful accounts and sales returns 2,180 1,851
Asset write-offs, divestitures and environmental
accruals 11,197 9,137
Loss on derivative financial instruments 1,507 -
Other 4,331 2,465
- ------------------------------------------------------------------------------------------------
Total deferred tax assets 50,400 34,568
- ------------------------------------------------------------------------------------------------
Net deferred tax liability $ 2,963 $ 26,862
- ------------------------------------------------------------------------------------------------
Included in the balance sheet:
Noncurrent deferred tax liabilities in excess of assets $ 18,985 $ 40,650
Current deferred tax assets in excess of liabilities 16,022 11,230
- ------------------------------------------------------------------------------------------------
Net deferred tax liability $ 2,963 $ 29,420
- ------------------------------------------------------------------------------------------------
16 UNUSUAL ITEMS
In 2001, unusual items (net) totaling $15,964 ($8,313 after taxes) included:
- A fourth-quarter charge of $2,877 ($1,841 after taxes) for the September 2002 planned shutdown of the films manufacturing facility in Carbondale, Pennsylvania, including an impairment loss for equipment of $1,824, excess working capital of $452, dismantling of equipment of $200 and other items of $401;
- A fourth-quarter charge of $1,368 ($875 after taxes) for impairment of our films business in Argentina;
- A fourth-quarter charge of $951 ($609 after taxes) for additional costs incurred for the shutdown of the aluminum extrusions plant in El Campo, Texas, including additional employee related costs and expenses related to the transfer of business;
- A fourth-quarter charge of $386 ($247 after taxes) for severance costs for approximately 45 people associated with the planned shutdown of the films manufacturing facility in Tacoma, Washington;
- A third-quarter charge of $6,848 ($4,383 after taxes) for the shutdown of the aluminum extrusions plant in El Campo, Texas, including an impairment loss for building and equipment of $4,486, severance costs of $710 for approximately 125 people, excess working capital of $888 and other items of $764;
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- A third-quarter charge of $3,000 ($1,920 after taxes) for the April 2002 planned shutdown of the films manufacturing facility in Tacoma, Washington, including an impairment loss for equipment of $1,235, dismantling of equipment and restoration of the leased space of $700, excess working capital of $650 and other items of $415;
- A second-quarter gain of $971 ($621 after taxes) for interest received on tax overpayments upon favorable conclusion of IRS examinations through 1997 (included in “Corporate expenses, net” in the operating profit by segment table in Note 2);
- A first-quarter charge of $1,600 ($1,024 after taxes) for severance costs related to further rationalization in the plastic films business and a fourth-quarter reversal of $95 related to this accrual due to revised estimates; and
- A second-quarter income tax benefit of $1,904 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).
In 2000, unusual items (net) totaling $23,220 ($14,861 after taxes) included:
- A fourth-quarter charge of $1,628 ($1,042 after taxes) related to restructuring at our aluminum plant in El Campo, Texas, including an impairment loss for equipment of $1,492 and severance of $136;
- A fourth-quarter gain of $237 ($152 after taxes) related to the second-quarter sale of the assets of Fiberlux, Inc.;
- A third-quarter charge of $17,870 ($11,437 after taxes) for the write-off of excess production capacity at our plastic film plants in Lake Zurich, Illinois, and Terre Haute, Indiana, including an impairment loss for equipment of $7,920 and write-off of the related goodwill of $9,950;
- A third-quarter reversal of $1,000 ($640 after taxes) related to the first quarter charge for the shutdown of the Manchester, Iowa, production facility due to revised estimates;
- A second-quarter gain of $525 ($336 after taxes) for the sale of the assets of Fiberlux, Inc.;
- A first-quarter charge of $5,293 ($3,388 after taxes) for the shutdown of our plastic films manufacturing facility in Manchester, Iowa, including an impairment loss for building and equipment of $4,143, severance costs of $700, and excess inventory and other items of $450; and
- A first-quarter charge of $191 ($122 after taxes) for costs associated with the evaluation of financing and structural options for Tredegar Investments.
As noted above, we recorded impairment losses on long-lived assets due to excess production capacity and operating inefficiencies. The losses recognized represent the differences between the carrying value of the assets and related goodwill and the estimated fair values of the assets.
In 1999, unusual items (net) totaling $4,065 ($2,602 after taxes) included:
- A fourth-quarter charge of $149 ($95 after taxes) for costs associated with the evaluation of financing and structural options for Tredegar Investments;
- A third-quarter gain of $712 ($456 after taxes) on the sale of corporate real estate (included in “Corporate expenses, net” in the operating profit table on page 14);
- A second-quarter charge of $3,458 ($2,213 after taxes) related to the write-off of in-process R&D expenses associated with the Therics acquisition (see pages 3-4 for more information); and
- A second-quarter charge of $1,170 ($749 after taxes) for the write-off of excess packaging film capacity.
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17 CONTINGENCIES
We are involved in various stages of investigation and cleanup relating to environmental matters at certain plant locations. Where we have determined the nature and scope of any required environmental cleanup activity, estimates of cleanup costs have been obtained and accrued. As we continue efforts to assure compliance with environmental laws and regulations, additional contingencies may be identified. If additional contingencies are identified, our practice is to determine the nature and scope of those contingencies, obtain and accrue estimates of the cost of remediation, and perform remediation. We do not believe that additional costs that could arise from those activities will have a material adverse effect on our financial position. However, those costs could have a material adverse effect on quarterly or annual operating results at that time.
We are involved in various other legal actions arising in the normal course of business. After taking into consideration legal counsels' evaluation of these actions, we believe that we have sufficiently accrued for possible losses and that the actions will not have a material adverse effect on our financial position. However, the resolution of the actions in a future period could have a material adverse effect on quarterly or annual operating results at that time.
18 DISCONTINUED OPERATIONS
On August 16, 1994, The Elk Horn Coal Corporation ("Elk Horn"), our former 97% owned coal subsidiary, was acquired by Pen Holdings, Inc. At the time of the sale, we recorded an income tax contingency accrual. In the second quarter of 2001, we recognized an after-tax gain of $1,396 related to the reversal of this income tax contingency accrual upon favorable conclusion of IRS examinations through 1997. This gain was reported in discontinued operations in the accompanying income statement, consistent with the treatment of Elk Horn when sold.
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SELECTED QUARTERLY FINANCIAL DATA
Tredegar Corporation and Subsidiaries
(In thousands, except per-share amounts)
(Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter Year
- ---------------------------------------------------------------------------------------------------------------------------
2001
- ---------------------------------------------------------------------------------------------------------------------------
Net sales $ 191,802 $ 197,444 $ 198,412 $ 179,910 $ 767,568
Gross profit 34,947 36,462 37,939 37,441 146,789
Income (loss) from continuing operations 1,901 12,113 (1,114) (4,544) 8,356
Income from discontinued operations - 1,396 - - 1,396
- ---------------------------------------------------------------------------------------------------------------------------
Net income (loss) 1,901 13,509 (1,114) (4,544) 9,752
Earnings (loss) per share:
Basic:
Continuing operations .05 .32 (.03) (.12) .22
Discontinued operations - .04 - - .04
- ---------------------------------------------------------------------------------------------------------------------------
Net income (loss) .05 .36 (.03) (.12) .26
Diluted:
Continuing operations .05 .31 (.03) (.12) .21
Discontinued operations - .04 - - .04
- ---------------------------------------------------------------------------------------------------------------------------
Net income (loss) .05 .35 (.03) (.12) .25
Shares used to compute earnings (loss) per share:
Basic 38,069 38,055 38,059 38,079 38,061
Diluted 38,809 38,838 38,059 38,079 38,824
- ---------------------------------------------------------------------------------------------------------------------------
2000
- ---------------------------------------------------------------------------------------------------------------------------
Net sales $ 232,228 $ 223,503 $ 215,627 $ 197,896 $ 869,254
Gross profit 45,834 44,895 38,457 33,251 162,437
Net income 18,463 26,368 47,038 19,507 111,376
Earnings per share:
Basic .49 .70 1.24 .51 2.94
Diluted .47 .68 1.21 .50 2.86
Shares used to compute earnings per share:
Basic 37,718 37,911 37,944 37,962 37,885
Diluted 38,970 39,067 38,847 38,781 38,908
- ---------------------------------------------------------------------------------------------------------------------------
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TREDEGAR CORPORATION |
| (Registrant) |
Dated: February 14, 2002 | By: /s/Norman A. Scher |
| Norman A.Scher |
| President |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 14, 2002.
/s/John D. Gottwald | Chairman of the Board of Directors |
(John D. Gottwald) | |
/s/ Norman A. Scher | President and Director |
(Norman A. Scher) | (Principal Executive Officer) |
/s/ D. Andrew Edwards | Vice President, Finance and Treasurer |
(D. Andrew Edwards) | (Principal Financial Officer) |
/s/ Michelle O. Mosier | Corporate Controller |
(Michelle O. Mosier) | (Principal Accounting Officer) |
/s/ Austin Brockenbrough, III | Director |
(Austin Brockenbrough, III) | |
/s/ Phyllis Cothran | Director |
(Phyllis Cothran) | |
/s/ R. W. Goodrum | Director |
(Richard W. Goodrum) | |
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/s/ Floyd D. Gottwald, Jr. | Director |
(Floyd D. Gottwald, Jr.) | |
/s/ William M. Gottwald | Director |
(William M. Gottwald) | |
/s/ Richard L. Morrill | Director |
(Richard L. Morrill) | |
/s/ Thomas G. Slater, Jr. | Director |
(Thomas G. Slater, Jr.) | |
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EXHIBIT INDEX
3.1 | Amended and Restated Articles of Incorporation of Tredegar (filed as Exhibit 3.1 to Tredegar’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, and incorporated herein by reference) |
3.2 | Amended By-laws of Tredegar (filed as Exhibit 3 to Tredegar’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, and incorporated herein by reference) |
3.3 | Articles of Amendment (filed as Exhibit 3.3 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1999, and incorporated herein by reference) |
4.1 | Form of Common Stock Certificate (filed as Exhibit 4.3 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) |
4.2 | Rights Agreement, dated as of June 30, 1999, by and between Tredegar and American Stock Transfer & Trust Company, as Rights Agent (filed as Exhibit 99.1 to the Registration Statement on Form 8-A, filed June 16, 1999, as amended, and incorporated herein by reference) |
4.3 | Loan Agreement dated June 16, 1993 between Tredegar and Metropolitan Life Insurance Company (filed as Exhibit 4 to Tredegar’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1993, and incorporated herein by reference) |
4.3.1 | Consent and Agreement dated September 26, 1995, between Tredegar Industries, Inc. and Metropolitan Life Insurance Company (filed as Exhibit 4.2 to Tredegar’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1995, and incorporated herein by reference) |
4.3.2 | First Amendment to Loan Agreement dated as of October 31, 1997 between Tredegar and Metropolitan Life Insurance Company (filed as Exhibit 4.3.2 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference) |
4.4 | Revolving Credit Facility Agreement dated as of July 9, 1997 among Tredegar Industries, Inc., the banks named therein, The Chase Manhattan Bank as Administrative Agent, NationsBank, N.A. as Documentation Agent and Long-Term Credit Bank of Japan, Limited as Co-Agent (filed as Exhibit 4.1 to Tredegar’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, and incorporated herein by reference) |
4.4.1 | First Amendment to Revolving Credit Facility Agreement dated as of October 31, 1997 among Tredegar Industries, Inc., the banks named therein, The Chase Manhattan Bank as Administrative Agent, NationsBank, N.A. as Documentation Agent and Long-Term Credit Bank of Japan, Limited as Co-Agent (filed as Exhibit 4.4.1 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1997, and incorporated herein by reference) |
4.5 | Credit Agreement, dated October 13, 1999, among Tredegar, the banks named therein, Bank of America, N.A. as Administrative Agent, the Bank of New York and Crestar Bank as Co-Document Agents (filed as Exhibit 4 to Tredegar’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, and incorporated herein by reference) |
10.1 | Reorganization and Distribution Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.1 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) |
*10.2 | Employee Benefits Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.2 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) |
10.3 | Tax Sharing Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.3 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) |
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10.4 | Indemnification Agreement dated as of June 1, 1989, between Tredegar and Ethyl (filed as Exhibit 10.5 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) |
*10.5 | Tredegar 1989 Incentive Stock Option Plan (included as Exhibit A to the Prospectus contained in the Form S-8 Registration Statement No. 33-31047, and incorporated herein by reference) |
*10.5.1 | Amendment to the Tredegar 1989 Incentive Stock Option Plan (filed as Exhibit 10.5.1 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference) |
*10.6 | Tredegar Bonus Plan (filed as Exhibit 10.7 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1989, and incorporated herein by reference) |
*10.7 | Tredegar 1992 Omnibus Stock Incentive Plan (filed as Exhibit 10.12 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference) |
*10.7.1 | Amendment to the Tredegar 1992 Omnibus Incentive Plan (filed as Exhibit 10.7.1 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference) |
*10.8 | Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed as Exhibit 10.13 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference) |
*10.8.1 | Amendment to the Tredegar Retirement Benefit Restoration Plan (filed as Exhibit 10.8.1 to Tredegar’s Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference) |
*10.9 | Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan (filed as Exhibit 10.14 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1993, and incorporated herein by reference) |
*10.10 | Tredegar Industries, Inc. Amended and Restated Incentive Plan (included as Exhibit 99.2 to the Form S-8 Registration Statement No. 333-88177, and incorporated herein by reference) |
*10.11 | Consulting Agreement made as of April 1, 2000 between Tredegar and Richard W. Goodrum (filed as Exhibit 10 to Tredegar’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, and incorporated herein by reference) |
*10.12 | Tredegar Industries, Inc. Directors' Stock Plan (filed as Exhibit 10.12 to Tredegar's Annual Report on Form 10-K for the year ended December 31, 1998, and incorporated herein by reference) |
21 | Subsidiaries of Tredegar |
23.1 | Consent of Independent Accountants |
* The marked items are management contracts or compensatory plans, contracts or arrangements required to be filed as exhibits to this Form 10-K.