American Greetings Reports Significantly Improved Net Income and Stronger Balance Sheet for Fourth Quarter and Fiscal 2003

 

Anticipates EPS and cash flow improvements, as well as debt repayments, in '04

Reiterates confidence in senior management team; reaffirms strategic direction

    CLEVELAND, April 3 /PRNewswire-FirstCall/ -- American Greetings Corp.
(NYSE: AM) today reported a $243 million year-over-year improvement in net
income and a $107 million increase in its cash balance for the fiscal year
ended Feb. 28, 2003. The Corporation also said it has funded its previously
announced $143 million corporate-owned life insurance (COLI) net tax liability
and announced its intent to repay its $118 million term loan in the first
quarter of fiscal 2004.
    The Corporation achieved net income of $45.4 million, or 60 cents per
share, on net sales of $525.9 million, for the fourth quarter ended Feb. 28,
2003. (Note: All per share numbers assume dilution.) This compares to a net
loss of $13.1 million, or 20 cents per share, on net sales of $562.1 million
in the fourth quarter last year. The 2002 fourth quarter and full year results
have been reclassified to conform to EITF 01-09 (see Note 7).
    These results represent a $96.4 million improvement in fourth-quarter
pretax income compared to last year. Excluding the $89.0 million of charges
detailed in Note 8, pretax income increased $7.4 million, or 11 percent.
    Chairman and Chief Executive Officer Morry Weiss said the Corporation's
fourth quarter results show net income growth, despite sales shortfalls due to
previously disclosed store losses. "Our prior year restructuring effort and
ongoing initiatives to align our costs with our revenue base benefited our
bottom line in the fourth quarter and throughout the year," Weiss said.
    For the full year, the Corporation reported net income of $121.1 million,
or $1.63 per share, on net sales of $1.996 billion. Included in these results
is a pretax gain of $12.0 million from the sale of an equity investment. This
compares to a net loss of $122.3 million, or $1.92 per share, on net sales of
$1.927 billion in the prior year.
    These results represent a $397.2 million improvement in full-year pretax
income compared to last year. Excluding the $314.4 million of charges detailed
in Notes 6 and 8, pretax income increased $82.7 million, or 70 percent.
Excluding these charges and the pretax gain of $12.0 million on the sale of an
equity investment, pretax income increased $70.7 million, or 60 percent.
    Adjusted EBITDA for the trailing four quarters was $344.7 million,
compared to adjusted EBITDA for the year-ago trailing four quarters (which
excludes charges) of $278.6 million.
    These results represent a $66.1 million, or 24 percent, improvement in
full-year adjusted EBITDA. Excluding the pretax gain of $12.0 million on the
sale of an equity investment, adjusted EBITDA increased $54.1 million, or 19
percent.
    Adjusted EBITDA represents a non-GAAP (Generally Accepted Accounting
Principles) financial measure. A table reconciling this measure to the
appropriate GAAP measure is included in the notes to the condensed
consolidated financial statements included in this release.
    Weiss said fiscal 2003 was a pivotal year for American Greetings. "We said
at the outset of this year that our goal in fiscal 2003 would be to stabilize
our business, and I'm happy to report that we have accomplished that
objective," Weiss said. "We not only achieved our earnings per share
estimates, but we also finished the year with a higher-than-expected cash
balance and made improvements to our business that will reduce costs in fiscal
2004. In addition to these operational accomplishments, we also greatly
enhanced our leadership team and established our vision for growth going
forward."

    Management Transition and Corporate Governance
    As previously announced on Feb. 18, American Greetings has named Zev Weiss
chief executive officer and has named Jeffrey Weiss president and chief
operating officer. Morry Weiss, chairman and chief executive officer since
1992, will remain chairman of the board but will relinquish his role as chief
executive officer in June. Jim Spira will resign as president and chief
operating officer but will continue to serve as a member of the board of
directors and as an advisor to management.
    "We believe these changes, coupled with the other key additions to our
senior management team that we have announced throughout this year, position
us to further develop and successfully implement our strategic vision for
growth," Spira said. "We know our new team will provide the leadership to
guide us through this pivotal period in our history and I look forward to
working with both Zev and Jeff in my new role."
    American Greetings also announced today that Harry H. Stone, a member of
the Corporation's board of directors since 1944, will become a director
emeritus, effective June 1, 2003.
    At that time, Jeff Weiss will assume Stone's seat on the board, while Zev
Weiss will fill a vacant seat. The Corporation's board maintains a majority of
independent directors. In addition, its compensation and management
development committee and its audit committee continue to be comprised
entirely of independent directors.

    Fiscal Year 2004 Estimates
    American Greetings expects its earnings per share for fiscal 2004 to be
between $1.60 and $1.65. These estimates reflect previously disclosed store
losses and gains. Due to the year-over-year impact of store changes, American
Greetings expects stronger sales and net income results in the second half
relative to the first half. These estimates also assume approximately $35
million of expenses to fund previously announced strategic initiatives during
fiscal 2004.
    American Greetings also announced that it intends to utilize a portion of
its current cash balance to pay off the entire outstanding amount of its $118
million term loan in the first quarter of fiscal 2004. In addition, the
Corporation said it expects to generate more than $150 million in cash
provided by operating and investing activities in fiscal 2004.
    "Our focus during fiscal 2004 will be on implementing the four key
strategic initiatives -- supply chain transformation, category innovation,
strategic account management, and human capital development -- that will serve
as the foundation of our future growth," Zev Weiss said. "We have already
taken steps in these initiatives at the end of fiscal 2003 with the
announcement of our McCrory, Ark., distribution facility consolidation and
with our management changes.
    "We will continue to implement changes such as these throughout the coming
year as a major component of our strategic vision for growth to further
improve our operations going forward and to yield $50 million to $75 million
in incremental pretax income over the next two years," Weiss added.

    Conference Call on the Web
    American Greetings will broadcast its fourth quarter conference call on
the Internet at 10:30 a.m. Eastern time on Thursday, April 3, 2003. The live
conference call will be accessible through the Investor Relations section of
the American Greetings corporate Web site at
http://corporate.americangreetings.com/ . Minimum requirements to listen to the
Web cast are Windows Media Player software (available free at
http://www.microsoft.com/ ), audio capabilities, and a connection to the Internet. A
replay of the call will also be available on the site.

    About American Greetings
    American Greetings Corporation (NYSE: AM) is the world's largest publicly
held creator, manufacturer and distributor of greeting cards and social
expression products. Its staff of artists, designers and writers comprises one
of the finest creative departments in the world and supplies more than 15,000
greeting card designs to retail outlets in nearly every English-speaking
country. Located in Cleveland, Ohio, American Greetings generates annual net
sales of approximately $2 billion. For more information on the Corporation,
visit http://corporate.americangreetings.com/ on the World Wide Web.

    The statements contained in this release that are not historical facts are
forward-looking statements. Actual results may differ materially from those
projected in the forward-looking statements. These forward-looking statements
involve risks and uncertainties, including but not limited to: retail
bankruptcies and consolidations, successful implementation of the
Corporation's restructuring and supply chain transformation, a weak retail
environment, consumer acceptance of products as priced and marketed, the
impact of technology on core product sales and competitive terms of sale
offered to customers. Risks pertaining specifically to the Corporation's
electronic marketing business include the viability of online advertising as a
revenue generator and the public's acceptance of online social expression
products and subscriptions thereto.


                          AMERICAN GREETINGS CORPORATION
          FOURTH QUARTER  CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                       FISCAL YEAR ENDED FEBRUARY 28, 2003
           (In thousands of dollars except share and per share amounts)

                                    (Unaudited)
                                 Three Months Ended     Twelve Months Ended
                                    February 28             February 28
                                  2003        2002        2003        2002

    Net sales                    $525,906    $562,109  $1,995,860  $1,927,346

    Costs and expenses:
       Material, labor and
        other
         production costs         216,386     229,341     881,771     937,001
       Selling, distribution
         and marketing            162,914     177,185     620,885     685,942
       Administrative and
        general                    59,352      99,167     240,129     313,655
       Restructure charges            -         3,790         -        56,715
       Interest expense            19,731      19,455      79,095      78,599
       Other (income) expense
        - net                      (7,763)     54,236     (26,858)     51,758
                                  450,620     583,174   1,795,022   2,123,670

    Income (loss) before
     income tax
       expense (benefit)           75,286     (21,065)    200,838    (196,324)
    Income tax expense
     (benefit)                     29,888      (7,942)     79,732     (74,014)


    Net income (loss)             $45,398    $(13,123)   $121,106   $(122,310)


    Earnings (loss) per share       $0.70      $(0.20)      $1.85      $(1.92)


    Earnings (loss) per share-
       assuming dilution            $0.60      $(0.20)      $1.63      $(1.92)


    Average number of common
       shares outstanding      65,882,451  63,753,680  65,636,621  63,615,193

    Average number of common
       shares outstanding-
       assuming dilution       79,268,277  63,753,680  78,980,830  63,615,193


                        AMERICAN GREETINGS CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                     FISCAL YEAR ENDED FEBRUARY 28, 2003
                          (In thousands of dollars)

                                                         February 28
                                                    2003              2002

    ASSETS
    CURRENT ASSETS
       Cash and cash equivalents                   $208,463          $100,979
       Trade accounts receivable, less
        allowances for sales
         returns of $86,318 ($102,265 in
          2002) and for doubtful
         accounts of $35,595 ($34,856 in
          2002)                                     309,967           288,986
       Inventories                                  278,807           290,804
       Deferred and refundable income
        taxes                                       202,485           200,206
       Prepaid expenses and other                   234,766           185,207
         Total current assets                     1,234,488         1,066,182

    GOODWILL - NET                                  209,664           199,195
    OTHER ASSETS                                    748,540           933,133
    PROPERTY, PLANT AND EQUIPMENT - NET             391,428           416,485
                                                 $2,584,120        $2,614,995

    LIABILITIES AND SHAREHOLDERS' EQUITY

    CURRENT LIABILITIES
    Debt due within one year                       $133,180           $11,720
    Accounts payable                                180,498           130,601
    Accrued liabilities                             132,747           188,356
    Accrued compensation and benefits                82,782           109,004
    Income taxes                                     57,813           150,588
    Other current liabilities                       112,377           125,771
      Total current liabilities                     699,397           716,040

    LONG-TERM DEBT                                  726,531           853,113
    OTHER LIABILITIES                                66,379           115,795
    DEFERRED INCOME TAXES                            14,349            27,628

    SHAREHOLDERS' EQUITY
    Common shares - Class A                          61,299            59,153
    Common shares - Class B                           4,600             4,608
    Capital in excess of par value                  310,872           286,158
    Treasury stock                                 (438,704)         (438,824)
    Accumulated other comprehensive loss            (42,494)          (69,614)
    Retained earnings                             1,181,891         1,060,938
    Total shareholders' equity                    1,077,464           902,419
                                                 $2,584,120        $2,614,995


                          AMERICAN GREETINGS CORPORATION
                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                       FISCAL YEAR ENDED FEBRUARY 28, 2003
                            (In thousands of dollars)

                                                     Twelve Months Ended
                                                         February 28
                                                    2003              2002

    OPERATING ACTIVITIES:
      Net income (loss)                           $121,106          $(122,310)
      Adjustments to reconcile to net
       cash
      provided by operating activities:
        Restructure charges                        (15,603)            37,510
        (Gain) on sale of marketable
         security                                  (12,027)               -
        Depreciation and amortization               64,810             84,308
        Impairment charge                              -               37,000
        Deferred income taxes                      (24,519)            13,416
        Changes in operating assets and
         liabilities,
          net of effects from
           acquisitions:
          (Increase) decrease in trade
           accounts receivable                     (15,636)            94,906
          Decrease in inventories                   18,260             63,942
          Decrease (increase) in other
           current assets                            5,933             (9,310)
          Decrease (increase) in deferred
           costs - net                              39,741           (124,798)
          Decrease in accounts payable
              and other liabilities               (106,133)           (37,176)
          Other - net                                1,106             (1,137)
          Cash Provided by Operating
           Activities                               77,038             36,351

    INVESTING ACTIVITIES:
      Business acquisitions                            -              (22,500)
      Property, plant & equipment
       additions                                   (31,299)           (28,969)
      Proceeds from sale of fixed assets             1,613              4,020
      Investment in corporate owned life
       insurance                                    10,017             (8,927)
      Other - net                                   32,940            (15,077)
          Cash Provided (Used) by
           Investing Activities                     13,271            (71,453)

    FINANCING ACTIVITIES:
      Decrease in long-term debt                  (124,833)           (81,122)
      Increase in long-term debt                       -              554,398
      Increase (decrease) in short-term
       debt                                        116,747           (363,437)
      Sale of stock under benefit plans             21,487              2,929
      Purchase of treasury shares                      (83)              (121)
      Dividends to shareholders                        -              (26,566)
        Cash Provided by Financing
         Activities                                 13,318             86,081

    EFFECT OF EXCHANGE RATE CHANGES ON
     CASH                                            3,857             (1,691)

    INCREASE IN CASH AND CASH EQUIVALENTS          107,484             49,288

        Cash and Cash Equivalents at
         Beginning of Year                         100,979             51,691
        Cash and Cash Equivalents at End
         of Year                                  $208,463           $100,979


                        AMERICAN GREETINGS CORPORATION
               FOURTH QUARTER REPORT OF CONSOLIDATED OPERATIONS
                     FISCAL YEAR ENDED FEBRUARY 28, 2003
              (In thousands of dollars except per share amounts)

    Note 1:   Seasonal Nature of Business: A significant portion of the
              Corporation's business is seasonal in nature.  Therefore, the
              results of operations for interim periods are not necessarily
              indicative of the results for the fiscal year taken as a whole.

    Note 2:   Reclassifications: Certain amounts in the prior year financial
              statements have been reclassified to conform with the 2003
              presentation.  The Corporation adopted the Financial Accounting
              Standards Board's Emerging Issues Task Force Issue No. 01-09,
              "Accounting for Consideration Given by a Vendor to a
              Customer/Reseller" ("EITF 01-09"), effective March 1, 2002.  As
              a result, certain amounts in the prior year financial statements
              have been reclassified. See Note 7 for further discussion.

    Note 3:   Acquisitions: On September 12, 2001, the Corporation completed
              its acquisition of BlueMountain.com, a division of At Home
              Corporation, in a cash transaction.  The consolidated results
              include the results of BlueMountain.com from the date of
              acquisition.

              On March 19, 2001, the Corporation completed its acquisition of
              all outstanding shares of Egreetings Network, Inc.
              ("Egreetings") in a cash transaction.  The Corporation had
              previously held a minority interest in Egreetings.  The
              consolidated results include the results of Egreetings from the
              date of acquisition.

     Note 4:  Deferred Costs:  In the normal course of its business, the
              Corporation enters into agreements with certain customers for
              the supply of greeting cards and related products.  Under these
              agreements, the customer typically receives from the Corporation
              a combination of cash payments, credits, discounts, allowances
              and other incentive considerations to be earned by the customer
              as product is purchased from the Corporation over the effective
              time period of the agreement to meet a minimum purchase volume
              commitment.  In the event a contract is not completed, the
              Corporation has a claim for unearned advances under the
              agreement.  The Corporation periodically reviews the progress
              toward the commitment and adjusts the estimated amortization
              period accordingly to match the costs with the revenue
              associated with the agreement.  The agreements may or may not
              specify the Corporation as the sole supplier of social
              expression products to the customer.

              The Corporation classifies the total contractual amount of the
              incentive consideration committed to the customer but not yet
              earned as a deferred cost asset at the inception of an
              agreement, or any future amendments.  Deferred costs estimated
              to be earned by the customer and charged to operations during
              the next twelve months are classified as "Prepaid expenses and
              other" in the Consolidated Statement of Financial Position, and
              the remaining amounts to be charged beyond the next twelve
              months are classified as "Other assets".

              A portion of the total consideration may be payable by the
              Corporation at the time the agreement is consummated.  All
              future payment commitments are classified as liabilities at
              inception until paid.  The payments that are expected to be made
              in the next twelve months are classified as "Other current
              liabilities" in the Consolidated Statement of Financial
              Position, and the remaining payment commitments beyond the next
              twelve months are classified as "Other liabilities".  The
              Corporation maintains adequate reserves for deferred costs
              related to supply agreements and does not expect that the non-
              completion of any particular contract would result in a material
              loss.

    Note 5:   Other (Income) Expense - net :  During the year ended February
              28, 2003,  the Corporation sold an investment in a marketable
              security.  The amount of the gain on the sale of $12,027 is
              included in "Other (income) expense-net" in the Consolidated
              Statement of Operations for the year.  The amount of the
              proceeds received from the sale of $16,964 is included in
              "Other-net" investing activities in the Consolidated Statement
              of Cash Flows for the year ended February 28, 2003.

    Note 6:   Restructure and Other Charges: During the year ended February
              28, 2002, the Corporation recorded a pretax restructuring charge
              of $56,715.  This charge was for costs associated with the
              consolidation and rationalization of certain of the
              Corporation's domestic and foreign manufacturing and
              distribution operations, including employee severance and
              benefit termination costs.  The restructure charge also included
              a charge for a change in the contractual relationship with a
              partner of the Corporation's Internet unit.  The restructure
              charge included $29,053 for costs of severing employees, $2,054
              for facility rationalization costs, $1,500 for lease exit costs,
              $17,727 for a change in the contractual relationship with a
              partner of the Corporation's Internet unit and $6,381 of other
              costs. The Corporation also recorded a pretax impairment charge
              of $37,000 to write-down goodwill related to its operating unit
              in Australasia.  This amount is included in "Other (income)
              expense - net."

              In addition, the Corporation recorded a charge of $49,082 during
              2002 to write down inventory in its domestic operations to net
              realizable value associated with its previously-announced
              initiatives and a $16,206 reduction in net sales for credits
              granted to customers for product on hand at their retail
              locations eliminated from the Corporation's brands and product
              lines.  The inventory write-down is classified as material,
              labor, and other production costs.  Also, $66,838 of other
              project-related costs associated with the restructure efforts
              were incurred during the year ended February 28, 2002.

              The total pretax impact of these charges was $225,841.

              Also during the year ended February 28, 2002, the Corporation
              began implementing its scan-based trading business model with
              certain of its retail customers.  The impact of its
              implementation was reductions in its net sales and material,
              labor and other production costs of $64,901 and $8,599,
              respectively, as well as implementation costs of $32,305, for a
              net pretax impact of approximately $88,607.  The implementation
              was completed in 2002.

              The total pretax impact of these charges and the implementation
              of the scan-based trading business model was $314,448:

                  Severance                             $29,053
                  Lease exit costs                        1,500
                  Facility rationalization costs          2,054
                  Change in contractual relationship     17,727
                  Other costs                             6,381
                  Restructure charge                    $56,715
                  Inventory write-down                   49,082
                  Product line reduction                 16,206
                  Scan-based trading initiative          88,607
                  Other administrative costs             66,838
                  Impairment loss                        37,000
                  Total charges                        $314,448

              Of the $314,448 incurred during the year ended February 28,
              2002, $88,976 was incurred during the three months ended
              February 28, 2002, including restructure charge of $3,790.

              During the year ended February 28, 2003, the Corporation made
              payments of $15,603, principally for severance benefits.
              Included in "Accrued liabilities" at February 28, 2003 is $4,180
              of costs not yet expended.  The payment  of certain termination
              benefits will not be completed until 2006.

    Note 7:   Recent Accounting Pronouncements: In November 2001, the
              Financial Accounting Standards Board's Emerging Issues Task
              Force ("EITF") issued EITF 01-09, which addresses the accounting
              for consideration given by a vendor to a customer including both
              a reseller of the vendor's products and an entity that purchases
              the vendor's products from a reseller.  EITF 01-09 also codifies
              and reconciles related guidance issued by the EITF including
              EITF No. 00-25, "Vendor Income Statement Characterization of
              Consideration Paid to a Reseller of the Vendor's Products", and
              EITF 00-14, "Accounting for Certain Sales Incentives".  EITF 01-
              09 outlines the presumption that consideration given by a vendor
              to a customer, a reseller or a customer of a reseller is to be
              treated as a reduction of revenue.  The Corporation adopted EITF
              01-09, effective March 1, 2002, as required.  Certain amounts
              related to incentive payments, amortization of deferred costs
              and other customer benefits have been reclassified in the prior
              year results to conform with the 2003 presentation.  Those
              reclassifications resulted in decreases to material, labor and
              other production costs of $55,244 and $11,375 for the year and
              three months ended February 28, 2002, respectively; and selling,
              distribution and marketing costs of $373,150 and $82,858 for the
              year and three months ended February 28, 2002, respectively,
              with corresponding decreases in net sales in those periods.
              These reclassifications did not affect net income for those
              periods.

              On March 1, 2002, the Corporation adopted Statement of Financial
              Accounting Standards ("SFAS") No. 142, "Goodwill and Other
              Intangible Assets".  This Statement, which supersedes APB
              Opinion No. 17, "Intangible Assets", eliminates the requirement
              to amortize goodwill and indefinite-lived intangible assets,
              addresses the amortization of intangible assets with a defined
              life and addresses the impairment testing and recognition for
              goodwill and intangible assets.  SFAS No. 142 applies to
              goodwill and intangible assets arising from transactions
              completed before and after the Statement's effective date.  Upon
              adoption, the Corporation discontinued amortization of its
              goodwill in accordance with this Statement.  For the year and
              three months ended February 28, 2002, the Corporation's results
              included $12,389 and $2,912, respectively, of amortization
              expense related to goodwill included in "Other (income) expense
              - net" in the Consolidated Statement of Operations.

              In addition, this Statement requires goodwill to be tested for
              impairment at least annually at a level of reporting defined in
              the Statement as a "reporting unit". The Corporation completed
              the first step of the traditional impairment test for goodwill
              during the three months ended August 31, 2002 and determined
              there were no indicators of impairment as of March 1, 2002.  The
              Corporation completed its annual test for impairment on December
              2, 2002 and did not record an impairment charge for goodwill in
              2003.

              In October 2001, SFAS No. 144, "Accounting for the Impairment or
              Disposal of Long-Lived Assets", was issued.  This Statement,
              which supersedes SFAS No. 121, "Accounting for the Impairment of
              Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
              provides a single accounting model for the disposal of long-
              lived assets.  Although retaining many of the fundamental
              recognition and measurement provisions of SFAS No. 121, the
              Statement significantly changes the criteria that would have to
              be met to classify an asset as held-for-sale.  Assets held-for-
              sale are stated at the lower of their fair values or carrying
              amounts and depreciation is no longer recognized. The
              Corporation adopted this Statement effective March 1, 2002.

              In April 2002, SFAS No. 145, "Rescission of FASB Statements No.
              4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
              Corrections", was issued. SFAS No. 145 is effective for fiscal
              years beginning after May 15, 2002. SFAS No. 145 requires that
              debt extinguishment must meet the criteria under APB Opinion No.
              30 to be classified as an extraordinary item. This Statement
              also amends SFAS No. 13 to require sale-leaseback accounting for
              certain lease modifications that have economic effects similar
              to sale-leaseback transactions.  The Corporation does not
              believe that adoption of this Statement will have a significant
              impact on the consolidated financial statements of the
              Corporation.

              In June 2002, SFAS No. 146, "Accounting for Exit or Disposal
              Activities", was issued. SFAS No. 146 is effective for disposal
              activities initiated after December 31, 2002. SFAS No. 146
              requires that liabilities for one-time termination benefits that
              will be incurred over future service periods should be measured
              at the fair value as of the termination date and recognized over
              any future service period.  These liabilities should be adjusted
              for subsequent changes resulting from revisions to either the
              timing or amount of estimated cash flows, discounted at the
              original credit-adjusted risk-free rate. Interest on the
              liability would be accreted and charged to expense as an
              operating item.  In the normal course of business, in the fourth
              quarter of 2003, the Corporation undertook numerous individual
              and independent cost reduction programs that included charges
              for employee severance costs.  While none of the independent
              programs were material individually, aggregate severance costs
              of $8,864 for approximately 500 positions were accrued at the
              end of 2003.  All severance is expected to be paid by the end of
              2004.

              In November 2002, FASB Interpretation (FIN) No. 45, "Guarantor's
              Accounting and Disclosure Requirements for Guarantees, Including
              Indirect Guarantees of Indebtedness of Others", was issued.  FIN
              No. 45 elaborates on the disclosures to be made by a guarantor
              in its interim and annual financial statements about its
              obligations under certain guarantees that it has issued.  It
              also clarifies that a guarantor is required to recognize, at the
              inception of a guarantee, a liability for the fair value of the
              obligation undertaken in issuing the guarantee.  The initial
              recognition and initial measurement provisions of FIN No. 45
              are applicable on a prospective basis to guarantees issued or
              modified after December 31, 2002 irrespective of the guarantor's
              fiscal year-end.  The disclosure requirements in FIN No. 45 are
              effective for financial statements of interim or annual periods
              ending after December 15, 2002.  No additional disclosures are
              required by the Corporation related to this Interpretation.

              In December 2002, SFAS No. 148, "Accounting for Stock-Based
              Compensation - Transition and Disclosure" was issued.  SFAS No.
              148 amends the disclosure provisions of SFAS No. 123 and
              requires expanded and more prominent disclosure of the effects
              of an entity's accounting policy in respect to stock-based
              employee compensation.  The disclosure requirements in SFAS No.
              148 are effective for financial statements for fiscal years
              ending after December 15, 2002 and for financial reports
              containing condensed consolidated financial statements for
              interim periods beginning after December 15, 2002.  In February
              2003, the Corporation adopted the disclosure provisions of SFAS
              No. 148.

    Note 8:   Reconciliation of Non-GAAP Measures:  This earnings release
              contains non-GAAP financial measures.  For purposes of
              Regulation G, a non-GAAP financial measure is a numerical
              measure of a registrant's historical or future financial
              performance, financial position or cash flows that excludes
              amounts, or is subject to adjustments that have the effect of
              excluding amounts, that are included in the most directly
              comparable measure calculated and presented in accordance with
              GAAP in the statement of income, balance sheet, or statement of
              cash flows (or equivalent statements) of the issuer; or includes
              amounts, or is subject to adjustments that have the effect of
              including amounts, that are excluded from the most directly
              comparable measure so calculated and presented.  In this regard,
              GAAP refers to generally accepted accounting principles in the
              United States.  Pursuant to the requirements of Regulation G,
              the Corporation has provided a reconciliation of the non-GAAP
              financial measures to the most directly comparable GAAP
              financial measures.

              The Corporation incurred several charges related to initiatives
              that impacted its results last year. As such, the Corporation
              generated pretax income excluding charges of $67.9 million for
              the fourth quarter of 2002. The Corporation generated pretax
              income excluding charges of $118.1 million for the full year in
              2002.

              Below is a reconciliation of these results (in millions):


                                                              2002
                                                      Fourth         Year
                                                      Quarter
    Pretax loss                                       $(21.1)       ($196.3)
    Charges:
     Scan-based trading                                  4.2           88.6
     Business reorganization                            84.8          208.1
     Internet contract changes                                         17.7
    Total charges                                       89.0          314.4
    Pretax income before charges                       $67.9        $ 118.1

    Certain covenants of the Corporation's debt agreements are based on
calculations of adjusted earnings before interest expense, income taxes,
depreciation and amortization (EBITDA). As such, adjusted EBITDA was $278.6
million for the full year. The Corporation incurred several charges related to
initiatives that impacted its calculation of adjusted EBITDA last year.
    Below is a reconciliation of pretax income to adjusted EBITDA
(in millions):

                                                       2003          2002
     Pretax income (loss)                            $ 200.8        $(196.3)
     Interest expense                                   79.1           78.6
     Depreciation & amortization                        64.8           84.3
     Charges                                               -          312.0*
     Adjusted EBITDA                                  $344.7         $278.6

    * Refinancing costs totaling $2.4 million are excluded in the calculation
      of adjusted EBITDA.

    Below is a reconciliation of "Cash provided by operating activities" to
adjusted EBITDA.

                                                      2003            2002
    Cash provided by operating activities             $77.0           $36.4
    Restructure and impairment charges                 15.6           (74.5)
    Gain on sale of marketable security                12.0              -
    Deferred income taxes                              24.5           (13.4)
    Changes in operating assets and liabilities        56.8            13.5
    Interest expense                                   79.1            78.6
    Income tax expense (benefit)                       79.7           (74.0)
    Charges                                               -           312.0
    Adjusted EBITDA                                   $344.7        $ 278.6


    EBITDA is presented in the earnings release because management believes
that it is of interest to its investors and lenders in relation to its debt
covenants, as certain of the debt covenants include adjusted EBITDA as a
performance measure.
    The other non-GAAP financial measures presented in the earnings release
exclude charges related to initiatives that impacted the Corporation's results
last year.  These measures are presented because management uses this
information in evaluating the results of the continuing operations of the
Corporation and believes that this information provides the users of the
financial statements a valuable insight into the operating results.

SOURCE  American Greetings Corporation

 

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