Virginia
|
54-0414210
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification Number)
|
9201 Forest Hill Avenue,
|
|
Richmond, Virginia
|
23235
|
(Address of principal executive offices)
|
(Zip Code)
|
Name of each exchange on
|
|
Title of each class
|
which registered
|
Common Stock, no par value
|
New York Stock Exchange
|
Large accelerated filer
x
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Item No.
|
Page
|
||
PART I
|
|||
1.
|
Business
|
3
|
|
1A.
|
Risk Factors
|
8
|
|
1B.
|
Unresolved Staff Comments
|
12
|
|
2.
|
Properties
|
13
|
|
3.
|
Legal Proceedings
|
14
|
|
4.
|
(Removed and Reserved)
|
15
|
|
PART II
|
|||
5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
16
|
|
6.
|
Selected Financial Data
|
18
|
|
7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
20
|
|
7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
36
|
|
8.
|
Financial Statements and Supplementary Data
|
38
|
|
9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
93
|
|
9A.
|
Controls and Procedures
|
93
|
|
9B.
|
Other Information
|
93
|
|
PART III
|
|||
10.
|
Directors, Executive Officers, and Corporate Governance
|
94
|
|
11.
|
Executive Compensation
|
95
|
|
12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
95 | |
13.
|
Certain Relationships and Related Transactions, and Director Independence
|
95
|
|
14.
|
Principal Accounting Fees and Services
|
95
|
|
PART IV
|
|||
15.
|
Exhibits, Financial Statement Schedules
|
96
|
|
Signatures
|
98
|
Item 1.
|
Business
|
A.
|
The Company
|
|
·
|
Strategic collaboration
. We work closely with both our customers and suppliers to ensure that we deliver a product that meets our customers’ needs and to promote a strong supplier base. We believe these relationships are particularly appropriate to the leaf tobacco industry where volume at an appropriate price is a key factor in long-term profitability. We work to secure adequate factory volumes in all markets where we operate, but we balance that objective with the cost of sourcing incremental volumes in markets where we provide financing to farmers. Collaboration supports the optimization of our inventory levels to reduce risk during market downturns by enabling us to target our tobacco production contracts against customer purchase indications. Our challenge is to adapt our business model to meet our customers’ evolving needs while continuing to provide stability of supply and the high level of service that distinguishes our product.
|
|
·
|
Strong local management
. We operate with strong local management in major leaf tobacco markets. We believe that having strong local management in each origin helps us better identify and adjust to changes in market conditions and provides us with specific market knowledge quickly. We believe this is a key factor in our ability to continue to deliver the high quality, competitively priced products that our customers expect.
|
|
·
|
Diversified sources
. We strive to maintain diversified sources of leaf tobacco to minimize reliance on any one sourcing area so long as customers are willing to support such diversity. Although proportions vary with relative crop sizes, historically, South America has provided between 25% and 35% of the aggregate volume of flue-cured and burley tobacco that we handle, and North America and Africa each have provided between 20% and 30% of that aggregate volume. However, industry changes, in particular lower processing volumes in the United States, may affect the relative quantities that we handle. These changes are discussed in more detail in Item 7 under “Other Information Regarding Trends and Management Actions.”
|
|
·
|
Low-cost quality producer
. Our goal is to be the low-cost producer of quality products and services for our customers. We focus on producing a compliant product in a cost-effective manner. We sponsor farmer programs in good agricultural practices, the reduction of non-tobacco related materials, product traceability, environmental sustainability, and social responsibility, among others.
|
|
·
|
Financial strength
. We believe that our financial strength is important, because it enables us to fund our business efficiently and make investments in our business when an appropriate opportunity is identified. We believe that lower interest and capital costs give us a competitive advantage. Our financial strength also affords us financial flexibility in dealing with customer requirements and market changes. We work to sustain our creditworthiness.
|
B.
|
Description of Business
|
C.
|
Employees
|
D.
|
Research and Development
|
E.
|
Patents, etc.
|
F.
|
Government Regulation, Environmental Matters, and Other Matters
|
Item 1A.
|
Risk Factors
|
|
·
|
trends in the global consumption of cigarettes,
|
|
·
|
trends in sales of cigars and other tobacco products, and
|
|
·
|
levels of competition among our customers.
|
|
·
|
weather and natural disasters, including any adverse weather conditions that may result from climate change,
|
|
·
|
crop infestation and disease,
|
|
·
|
availability of crop inputs,
|
|
·
|
volume of annual tobacco plantings and yields realized by farmers,
|
|
·
|
farmer elections to grow crops other than tobacco,
|
|
·
|
elimination of government subsidies to farmers, and
|
|
·
|
demographic shifts that change the number of farmers or the amount of land available to grow tobacco.
|
|
·
|
excess residues of pesticides, fungicides, and herbicides,
|
|
·
|
foreign matter, and
|
|
·
|
genetically modified organisms.
|
|
·
|
restrictions on the use of tobacco products in public places and places of employment,
|
|
·
|
legislation authorizing the U.S. Food and Drug Administration (the “FDA”) to regulate the manufacturing and marketing of tobacco products,
|
|
·
|
increases in the federal, state, and local excise taxes on cigarettes and other tobacco products, and
|
|
·
|
the policy of the U.S. government to link certain federal grants to the enforcement of state laws restricting the sale of tobacco products.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Location
|
Principal Use
|
Area
|
||||
(Square Feet)
|
||||||
Flue-Cured and Burley Leaf Tobacco Operations:
|
||||||
North America:
|
||||||
United States
|
||||||
Nash County, North Carolina
|
Factory and storages
|
1,304,000 | ||||
Canada
|
||||||
Simcoe, Ontario (1)
|
Factory and storages
|
569,000 | ||||
Other Regions:
|
||||||
Brazil
|
||||||
Santa Cruz
|
Factory and storages
|
2,670,000 | ||||
Joinville (2)
|
Factory and storages
|
1,450,000 | ||||
Venancio Aires
|
Storages
|
860,000 | ||||
Malawi
|
||||||
Lilongwe
|
Factory and storages
|
942,000 | ||||
Mozambique
|
||||||
Tete
|
Factory and storages
|
748,000 | ||||
Philippines
|
||||||
Pasig City
|
Factory and storages
|
672,000 | ||||
Tanzania
|
||||||
Morogoro
|
Factory and storages
|
803,000 | ||||
Zimbabwe
|
||||||
Harare (3)
|
Factory and storages
|
1,445,000 | ||||
Other Tobacco Operations:
|
||||||
United States
|
||||||
Lancaster, Pennsylvania
|
Factory and storages
|
735,000 |
Item 3.
|
Legal Proceedings
|
Item 4.
|
(Removed and Reserved)
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||||||||||||
2011
|
|||||||||||||||||
Cash dividends declared
|
$ | 0.47 | $ | 0.47 | $ | 0.48 | $ | 0.48 | |||||||||
Market price range
|
High
|
55.92 | 44.82 | 43.34 | 43.72 | ||||||||||||
Low
|
38.38 | 35.44 | 37.05 | 37.74 | |||||||||||||
2010
|
|||||||||||||||||
Cash dividends declared
|
$ | 0.46 | $ | 0.46 | $ | 0.47 | $ | 0.47 | |||||||||
Market price range
|
High
|
38.29 | 44.02 | 49.48 | 55.19 | ||||||||||||
Low
|
29.27 | 33.46 | 41.27 | 45.36 | |||||||||||||
2009
|
|||||||||||||||||
Cash dividends declared
|
$ | 0.45 | $ | 0.45 | $ | 0.46 | $ | 0.46 | |||||||||
Market price range
|
High
|
64.96 | 55.63 | 52.03 | 35.17 | ||||||||||||
Low
|
45.00 | 44.24 | 29.83 | 25.82 |
Period (1)
|
Total Number of
Shares
Repurchased
|
Average Price
Paid Per
Share (2)
|
Total Number of
Shares
Repurchased as
Part of Publicly
Announced Plans or
Programs (3)
|
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans or
Programs (3)
|
||||||||||||
January 1, 2011 to January 31, 2011
|
113,790 | $ | 39.15 | 113,790 | $ | 92,378,796 | ||||||||||
February 1, 2011 to February 28, 2011
|
105,650 | 40.17 | 105,650 | 88,135,005 | ||||||||||||
March 1, 2011 to March 31, 2011
|
109,500 | 42.23 | 109,500 | 83,510,350 | ||||||||||||
Total
|
328,940 | $ | 40.51 | 328,940 | $ | 83,510,350 |
(1)
|
Repurchases are based on the date the shares were traded. This presentation differs from the consolidated statement of cash flows, where the cost of share repurchases is based on the date the transactions were settled.
|
(2)
|
Amounts listed for average price paid per share include broker commissions paid in the transactions.
|
(3)
|
A stock repurchase plan, which was authorized by our Board of Directors, became effective and was publicly announced on November 5, 2009. It authorizes the purchase of up to $150 million in common stock in open market or privately negotiated transactions, subject to market conditions and other factors. The stock repurchase program will expire on the earlier of November 15, 2011, or when we have exhausted the funds authorized for the program.
|
Item 6.
|
Selected Financial Data
|
Fiscal Years Ended March 31,
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
(in thousands, except per share data, ratios and number of shareholders)
|
||||||||||||||||||||
Summary of Operations
|
||||||||||||||||||||
Sales and other operating revenues
|
$ | 2,571,527 | $ | 2,491,738 | $ | 2,554,659 | $ | 2,145,822 | $ | 2,007,272 | ||||||||||
Income from continuing operations
|
$ | 164,550 | $ | 170,345 | $ | 132,561 | $ | 116,484 | $ | 73,751 | ||||||||||
Income (loss) from discontinued operations
|
$ | — | $ | — | $ | — | $ | (145 | ) | $ | (36,059 | ) | ||||||||
Net income.
|
$ | 164,550 | $ | 170,345 | $ | 132,561 | $ | 116,339 | $ | 37,692 | ||||||||||
Net income attributable to Universal Corporation (1)
|
$ | 156,565 | $ | 168,397 | $ | 131,739 | $ | 119,156 | $ | 44,352 | ||||||||||
Earnings available to Universal Corporation common shareholders
|
$ | 141,715 | $ | 153,547 | $ | 116,889 | $ | 104,306 | $ | 29,667 | ||||||||||
Return on beginning common shareholders’ equity
|
15.6 | % | 18.8 | % | 13.0 | % | 12.8 | % | 3.8 | % | ||||||||||
Earnings (loss) per share attributable to Universal
Corporation common shareholders:
|
||||||||||||||||||||
Basic:
|
||||||||||||||||||||
From continuing operations
|
$ | 5.94 | $ | 6.21 | $ | 4.57 | $ | 3.83 | $ | 2.53 | ||||||||||
From discontinued operations
|
$ | — | $ | — | $ | — | $ | (0.01 | ) | $ | (1.39 | ) | ||||||||
Net income
|
$ | 5.94 | $ | 6.21 | $ | 4.57 | $ | 3.82 | $ | 1.14 | ||||||||||
Diluted:
|
||||||||||||||||||||
From continuing operations
|
$ | 5.42 | $ | 5.68 | $ | 4.32 | $ | 3.71 | $ | 2.52 | ||||||||||
From discontinued operations
|
$ | — | $ | — | $ | — | $ | (0.01 | ) | $ | (1.39 | ) | ||||||||
Net income
|
$ | 5.42 | $ | 5.68 | $ | 4.32 | $ | 3.70 | $ | 1.13 | ||||||||||
Financial Position at Year End
|
||||||||||||||||||||
Current ratio
|
3.08 | 2.75 | 2.74 | 3.33 | 2.23 | |||||||||||||||
Total assets
|
$ | 2,227,867 | $ | 2,371,040 | $ | 2,138,176 | $ | 2,186,761 | $ | 2,328,822 | ||||||||||
Long-term obligations
|
$ | 320,193 | $ | 414,764 | $ | 331,808 | $ | 402,942 | $ | 398,952 | ||||||||||
Working capital
|
$ | 1,065,883 | $ | 1,078,077 | $ | 954,044 | $ | 1,028,732 | $ | 852,391 | ||||||||||
Total Universal Corporation shareholders’ equity
|
$ | 1,185,606 | $ | 1,122,570 | $ | 1,029,473 | $ | 1,115,631 | $ | 1,030,733 | ||||||||||
General
|
||||||||||||||||||||
Ratio of earnings to fixed charges
|
9.41 | 9.43 | 5.54 | 4.66 | 3.16 | |||||||||||||||
Ratio of earnings to combined fixed charges and preference dividends
|
5.17 | 5.29 | 3.55 | 3.16 | 2.29 | |||||||||||||||
Number of common shareholders
|
1,447 | 1,518 | 1,597 | 1,708 | 1,807 | |||||||||||||||
Weighted average common shares outstanding:
|
||||||||||||||||||||
Basic
|
23,859 | 24,732 | 25,570 | 27,263 | 25,935 | |||||||||||||||
Diluted
|
28,888 | 29,662 | 30,466 | 32,186 | 26,051 | |||||||||||||||
Dividends per share of convertible perpetual preferred stock (annual)
|
$ | 67.50 | $ | 67.50 | $ | 67.50 | $ | 67.50 | $ | 67.50 | ||||||||||
Dividends per share of common stock (annual)
|
$ | 1.90 | $ | 1.86 | $ | 1.82 | $ | 1.78 | $ | 1.74 | ||||||||||
Book value per common share
|
$ | 41.85 | $ | 37.39 | $ | 32.66 | $ | 33.23 | $ | 30.34 |
(1)
|
We hold less than a 100% financial interest in certain consolidated subsidiaries, and a portion of net income is attributable to the noncontrolling interests in those subsidiaries.
|
|
·
|
Fiscal Year 2011 – $7.4 million reversal of a portion of a charge recorded in fiscal year 2005 to accrue a fine imposed by the European Commission on Deltafina, S.p.A., our subsidiary in Italy, related to tobacco buying practices in Spain. The reversal reflected a favorable European Union’s General Court decision in Deltafina’s appeal of the fine. We also recorded a $19.4 million gain on the assignment of farmer contracts and sale of related assets in Brazil to an operating subsidiary of a major customer. In addition to those items, which benefited fiscal year 2011 earnings, we recorded $21.5 million in restructuring and impairment costs during the year. A significant portion of those costs related to our decision to close our leaf tobacco processing operations in Canada and sell the assets of those operations. Restructuring charges were also recorded to recognize costs associated with voluntary early retirement offers in our U.S. operations and additional voluntary and involuntary separations in various other locations. On a combined basis, the net effect of these items increased income before income taxes by $5.3 million, and increased net income by $3.3 million, or about $0.12 per diluted share.
|
|
·
|
Fiscal Year 2009 – $50.6 million in losses from currency remeasurement and exchange, primarily caused by the effect of the rapid devaluation of the Brazilian currency between June and December 2008. The effect of these losses was a reduction in net income of $32.9 million, or $1.08 per diluted share.
|
|
·
|
Fiscal Year 2008 – $29.3 million in gains from currency remeasurement and exchange, reflecting the general strengthening of world currencies against the U.S. dollar and mark-to-market gains realized on forward contracts to hedge tobacco purchases in Brazil. We also recorded $12.9 million in restructuring costs, consisting partly of $7.9 million in severance and voluntary termination benefits associated with the downsizing of our operations in Canada, the release of farm managers and workers employed in flue-cured tobacco growing projects that we exited in Zambia and Malawi, a workforce reduction in our operations in Malawi, a decision to close and consolidate a sales and logistics office in Europe, and other cost reduction initiatives at several smaller locations. In addition, restructuring costs included $5 million of curtailment losses associated with actions taken to terminate a small defined benefit pension plan and freeze another small plan. We also recorded a separate charge of $7.8 million to accrue an obligation established by Malawi court rulings that require employers there to provide severance benefits in addition to company-sponsored pension benefits in employee retirement or termination situations. Those rulings also expanded the qualified compensation on which the severance benefit is based. In addition to these costs, our results for the fiscal year included a gain of $6.5 million on the sale of surplus timberland in Brazil. On a combined basis, the net effect of these items increased income before noncontrolling interest and income taxes by $15.1 million, and increased income from continuing operations and net income by $10.3 million, or $0.32 per diluted share.
|
|
·
|
Fiscal Year 2007 – $30.9 million in impairment charges, primarily related to our exit from flue-cured growing projects in Africa at the end of the 2006-07 crop year. After noncontrolling interest and income tax effects, the charges reduced income from continuing operations and net income by $24.2 million, or $0.93 per diluted share. In addition, we recorded provisions for uncollectible farmer advances in Brazil and in several African countries totaling $31.9 million. Over half of those provisions related to the growing projects that we exited. The results also included lower-of-cost-or-market inventory provisions of $12.8 million related to tobacco produced in those African growing projects. After noncontrolling interest and income tax effects, the provisions reduced income from continuing operations and net income by $27.5 million, or $1.06 per diluted share. We also recorded a net loss on the sale of a significant portion of our non-tobacco operations and an impairment charge on the remaining non-tobacco operations held for sale. We completed the sale of those operations in fiscal year 2008. On a combined basis, those items created a loss from discontinued operations and reduced net income by $44.5 million before income taxes, $45.0 million after tax, or $1.74 per diluted share.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
·
|
FASB Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”), which was issued by the FASB in October 2009. ASU 2009-13 establishes a selling price hierarchy for determining the selling price of a deliverable in a multiple-deliverable arrangement. It also requires additional disclosures about the methods and assumptions used to evaluate multiple-deliverable arrangements and to identify the significant deliverables within those arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which means that we will be required to adopt the guidance effective April 1, 2011, the beginning of our fiscal year 2012. The adoption of ASU 2009-13 is not expected to have a material effect on our financial statements.
|
|
·
|
FASB Accounting Standards Update 2011-04, “Fair Value Measurement” (“ASU 2011-04”), which was issued in May 2011. The primary focus of ASU 2011-04 is the convergence of accounting requirements for fair value measurements and related financial statement disclosures under U.S. GAAP and International Financial Reporting Standards (“IFRS”). While ASU 2011-04 does not significantly change existing guidance for measuring fair value, it does require additional disclosures about fair value measurements and changes the wording of certain requirements in the guidance to achieve consistency with IFRS. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011, and is required to be applied prospectively. We are currently evaluating the revised guidance to determine the effect it will have on our financial statements.
|
(in thousands of dollars)
|
Total
|
2012
|
2013-2014
|
2015-2016
|
After 2016
|
|||||||||||||||
Notes payable and long-term debt (1)
|
$ | 610,362 | $ | 266,923 | $ | 239,272 | $ | 104,167 | $ | — | ||||||||||
Operating lease obligations
|
50,153 | 19,176 | 15,196 | 8,467 | 7,314 | |||||||||||||||
Inventory purchase obligations:
|
||||||||||||||||||||
Tobacco
|
648,787 | 555,980 | 92,807 | — | — | |||||||||||||||
Agricultural materials
|
46,025 | 46,025 | — | — | — | |||||||||||||||
Other purchase obligations
|
9,110 | 8,930 | 180 | — | — | |||||||||||||||
Total
|
$ | 1,364,437 | $ | 897,034 | $ | 347,455 | $ | 112,634 | $ | 7,314 |
|
·
|
Discount rate – The discount rate is based on investment yields on a hypothetical portfolio of long-term corporate bonds rated AA that align with the cash flows for our benefit obligations.
|
|
·
|
Salary scale – The salary scale assumption is based on our long-term actual experience for salary increases, the near-term outlook, and expected inflation.
|
|
·
|
Expected long-term return on plan assets – The expected long-term return on plan assets reflects asset allocations and investment strategy adopted by the Pension Investment Committee of the Board of Directors.
|
|
·
|
Retirement and mortality rates – Retirement rates are based on actual plan experience along with our near-term outlook. Early retirement assumptions are based on our actual experience. Mortality rates are based on standard group annuity (RP-2000) mortality tables which have been updated to reflect improvements in projected life expectancy.
|
|
·
|
Healthcare cost trend rates – For postretirement medical plan obligations and costs, we make assumptions on future inflationary increases in medical costs. These assumptions are based on our actual experience, along with third-party forecasts of long-term medical cost trends.
|
(in thousands of dollars)
|
Effect on
2011 Projected
Benefit
Obligation
Increase
(Decrease)
|
Effect on
2012 Annual
Expense
Increase
(Decrease)
|
||||||
Changes in Assumptions for Pension Benefits
|
||||||||
Discount Rate:
|
||||||||
1% increase
|
$ | (27,535 | ) | $ | (2,624 | ) | ||
1% decrease
|
33,438 | 3,084 | ||||||
Salary Scale:
|
||||||||
1% increase
|
6,824 | 1,523 | ||||||
1% decrease
|
(6,465 | ) | (1,433 | ) | ||||
Long-Term Rate of Return on Assets:
|
||||||||
1% increase
|
N/A | (1,990 | ) | |||||
1% decrease
|
N/A | 1,991 | ||||||
Changes in Assumptions for Other Postretirement Benefits
|
||||||||
Discount Rate:
|
||||||||
1% increase
|
(3,784 | ) | (349 | ) | ||||
1% decrease
|
4,491 | 150 | ||||||
Healthcare Cost Trend Rate:
|
||||||||
1% increase
|
1,386 | 75 | ||||||
1% decrease
|
(1,210 | ) | (66 | ) |
Fiscal Year Ended March 31,
|
||||||||||||
(in thousands of dollars, except per share data)
|
2011
|
2010
|
2009
|
|||||||||
Sales and other operating revenues
|
$ | 2,571,527 | $ | 2,491,738 | $ | 2,554,659 | ||||||
Costs and expenses
|
||||||||||||
Cost of goods sold
|
2,063,194 | 1,949,473 | 2,035,318 | |||||||||
Selling, general and administrative expenses
|
251,597 | 285,056 | 309,409 | |||||||||
Other income
|
(19,368 | ) | — | — | ||||||||
Restructuring and impairment costs
|
21,504 | — | — | |||||||||
Operating income
|
254,600 | 257,209 | 209,932 | |||||||||
Equity in pretax earnings of unconsolidated affiliates
|
8,634 | 22,376 | 20,543 | |||||||||
Interest income
|
2,723 | 1,253 | 2,305 | |||||||||
Interest expense
|
23,058 | 24,210 | 35,631 | |||||||||
Income before income taxes
|
242,899 | 256,628 | 197,149 | |||||||||
Income taxes
|
78,349 | 86,283 | 64,588 | |||||||||
Net income
|
164,550 | 170,345 | 132,561 | |||||||||
Less: net income attributable to noncontrolling interests in subsidiaries
|
7,985 | 1,948 | 822 | |||||||||
Net income attributable to Universal Corporation
|
156,565 | 168,397 | 131,739 | |||||||||
Dividends on Universal Corporation convertible perpetual preferred stock
|
(14,850 | ) | (14,850 | ) | (14,850 | ) | ||||||
Earnings available to Universal Corporation common shareholders
|
$ | 141,715 | $ | 153,547 | $ | 116,889 | ||||||
Earnings per share attributable to Universal Corporation common shareholders:
|
||||||||||||
Basic
|
$ | 5.94 | $ | 6.21 | $ | 4.57 | ||||||
Diluted
|
$ | 5.42 | $ | 5.68 | $ | 4.32 |
March 31,
|
||||||||
(in thousands of dollars)
|
2011
|
2010
|
||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$ | 141,007 | $ | 245,953 | ||||
Accounts receivable, net
|
335,575 | 266,960 | ||||||
Advances to suppliers, net
|
160,616 | 167,400 | ||||||
Accounts receivable—unconsolidated affiliates
|
10,433 | 11,670 | ||||||
Inventories—at lower of cost or market:
|
||||||||
Tobacco
|
742,422 | 812,186 | ||||||
Other
|
48,647 | 52,952 | ||||||
Prepaid income taxes
|
18,661 | 13,514 | ||||||
Deferred income taxes
|
47,009 | 47,074 | ||||||
Other current assets
|
73,864 | 75,367 | ||||||
Total current assets
|
1,578,234 | 1,693,076 | ||||||
Property, plant and equipment
|
||||||||
Land
|
14,851 | 16,036 | ||||||
Buildings
|
257,380 | 266,350 | ||||||
Machinery and equipment
|
555,316 | 532,824 | ||||||
827,547 | 815,210 | |||||||
Less accumulated depreciation
|
(510,844 | ) | (485,723 | ) | ||||
316,703 | 329,487 | |||||||
Other assets
|
||||||||
Goodwill and other intangibles
|
99,546 | 105,561 | ||||||
Investments in unconsolidated affiliates
|
115,478 | 106,336 | ||||||
Deferred income taxes
|
18,177 | 30,073 | ||||||
Other noncurrent assets
|
99,729 | 106,507 | ||||||
332,930 | 348,477 | |||||||
Total assets
|
$ | 2,227,867 | $ | 2,371,040 |
March 31,
|
||||||||
(in thousands of dollars)
|
2011
|
2010
|
||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities
|
||||||||
Notes payable and overdrafts
|
$ | 149,291 | $ | 177,013 | ||||
Accounts payable and accrued expenses
|
213,014 | 259,576 | ||||||
Accounts payable—unconsolidated affiliates
|
4,154 | 6,464 | ||||||
Customer advances and deposits
|
8,426 | 107,858 | ||||||
Accrued compensation
|
30,201 | 30,097 | ||||||
Income taxes payable
|
12,265 | 18,991 | ||||||
Current portion of long-term obligations
|
95,000 | 15,000 | ||||||
Total current liabilities
|
512,351 | 614,999 | ||||||
Long-term obligations
|
320,193 | 414,764 | ||||||
Pensions and other postretirement benefits
|
102,858 | 96,888 | ||||||
Other long-term liabilities
|
50,213 | 69,886 | ||||||
Deferred income taxes
|
42,847 | 46,128 | ||||||
Total liabilities
|
1,028,462 | 1,242,665 | ||||||
Shareholders’ equity
|
||||||||
Universal Corporation:
|
||||||||
Preferred stock:
|
||||||||
Series A Junior Participating Preferred Stock, no par value, 500,000 shares authorized, none issued or outstanding
|
— | — | ||||||
Series B 6.75% Convertible Perpetual Preferred Stock, no par value, 5,000,000 shares authorized, 219,999 shares issued and outstanding (219,999 at March 31, 2010)
|
213,023 | 213,023 | ||||||
Common stock, no par value, 100,000,000 shares authorized, 23,240,503 shares issued and outstanding (24,325,228 at March 31, 2010)
|
191,608 | 195,001 | ||||||
Retained earnings
|
825,751 | 767,213 | ||||||
Accumulated other comprehensive loss
|
(44,776 | ) | (52,667 | ) | ||||
Total Universal Corporation shareholders' equity
|
1,185,606 | 1,122,570 | ||||||
Noncontrolling interests in subsidiaries
|
13,799 | 5,805 | ||||||
Total shareholders' equity
|
1,199,405 | 1,128,375 | ||||||
Total liabilities and shareholders' equity
|
$ | 2,227,867 | $ | 2,371,040 |
Fiscal Year Ended March 31,
|
||||||||||||
(in thousands of dollars)
|
2011
|
2010
|
2009
|
|||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net income
|
$ | 164,550 | $ | 170,345 | $ | 132,561 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
43,654 | 41,288 | 40,761 | |||||||||
Amortization
|
1,618 | 2,208 | 1,029 | |||||||||
Provision for losses on advances and guaranteed loans to suppliers
|
18,666 | 18,514 | 26,908 | |||||||||
Foreign currency remeasurement (gain) loss, net
|
(4,424 | ) | 9,309 | 45,987 | ||||||||
Deferred income taxes
|
(1,044 | ) | 13,755 | 20,480 | ||||||||
Equity in net income of unconsolidated affiliates, net of dividends
|
(3,731 | ) | (3,037 | ) | (6,579 | ) | ||||||
Gain on assignment of farmer contracts and sale of related assets
|
(19,368 | ) | — | — | ||||||||
Restructuring and impairment costs
|
21,504 | — | — | |||||||||
Other, net
|
9,368 | 5,536 | 8,173 | |||||||||
Changes in operating assets and liabilities, net:
|
||||||||||||
Accounts and notes receivable
|
(79,648 | ) | 11,096 | (78,958 | ) | |||||||
Inventories and other assets
|
75,146 | (215,865 | ) | (16,870 | ) | |||||||
Income taxes
|
(3,631 | ) | 2,142 | 2,029 | ||||||||
Accounts payable and other accrued liabilities
|
(67,206 | ) | 14,679 | (70,367 | ) | |||||||
Customer advances and deposits
|
(101,236 | ) | 92,264 | (6,088 | ) | |||||||
Net cash provided by operating activities
|
54,218 | 162,234 | 99,066 | |||||||||
Cash Flows From Investing Activities:
|
||||||||||||
Purchase of property, plant and equipment
|
(39,129 | ) | (57,577 | ) | (35,656 | ) | ||||||
Proceeds from assignment of farmer contracts and sale of related assets
|
34,946 | — | — | |||||||||
Proceeds from sale of property, plant and equipment
|
5,575 | 5,019 | 15,084 | |||||||||
Purchases of short-term investments
|
— | — | (9,658 | ) | ||||||||
Maturities and sales of short-term investments
|
— | — | 68,848 | |||||||||
Other, net
|
260 | 536 | 3,500 | |||||||||
Net cash provided (used) by investing activities
|
1,652 | (52,022 | ) | 42,118 | ||||||||
Cash Flows From Financing Activities:
|
||||||||||||
Issuance (repayment) of short-term debt, net
|
(39,350 | ) | (5,250 | ) | 59,934 | |||||||
Issuance of long-term debt
|
— | 99,208 | — | |||||||||
Repayment of long-term debt
|
(15,000 | ) | (79,500 | ) | — | |||||||
Dividends paid to noncontrolling interests
|
(100 | ) | (104 | ) | (104 | ) | ||||||
Issuance of common stock
|
— | 729 | 37 | |||||||||
Repurchase of common stock
|
(46,929 | ) | (32,194 | ) | (111,073 | ) | ||||||
Dividends paid on convertible perpetual preferred stock
|
(14,850 | ) | (14,850 | ) | (14,850 | ) | ||||||
Dividends paid on common stock
|
(45,321 | ) | (45,882 | ) | (45,938 | ) | ||||||
Other
|
— | (1,193 | ) | — | ||||||||
Net cash used by financing activities
|
(161,550 | ) | (79,036 | ) | (111,994 | ) |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Effect of exchange rate changes on cash
|
734 | 2,151 | (2,634 | ) | ||||||||
Net increase (decrease) in cash and cash equivalents
|
(104,946 | ) | 33,327 | 26,556 | ||||||||
Cash and cash equivalents at beginning of year
|
245,953 | 212,626 | 186,070 | |||||||||
Cash and Cash Equivalents at End of Year
|
$ | 141,007 | $ | 245,953 | $ | 212,626 | ||||||
Supplemental information—cash paid for:
|
||||||||||||
Interest
|
$ | 23,622 | $ | 24,961 | $ | 35,457 | ||||||
Income taxes, net of refunds
|
$ | 79,724 | $ | 82,934 | $ | 40,180 |
Universal Corporation Shareholders
|
||||||||||||||||||||||||||||
(in thousands of dollars)
|
Series B
6.75%
Convertible
Perpetual
Preferred
Stock
|
Common
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Non-
controlling
Interests
|
Total
Shareholders'
Equity
|
Comprehensive
Income
(Loss)
|
|||||||||||||||||||||
Fiscal Year Ended March 31, 2011
|
||||||||||||||||||||||||||||
Balance at beginning of year
|
$ | 213,023 | $ | 195,001 | $ | 767,213 | $ | (52,667 | ) | $ | 5,805 | $ | 1,128,375 | |||||||||||||||
Changes in preferred and common stock | ||||||||||||||||||||||||||||
Repurchase of common stock
|
(8,995 | ) | (8,995 | ) | ||||||||||||||||||||||||
Accrual of stock-based compensation
|
5,893 | 5,893 | ||||||||||||||||||||||||||
Withholding of shares for grantee income taxes (RSUs)
|
(724 | ) | (724 | ) | ||||||||||||||||||||||||
Dividend equivalents on RSUs
|
433 | 433 | ||||||||||||||||||||||||||
Changes in retained earnings
|
||||||||||||||||||||||||||||
Net income
|
156,565 | 7,985 | 164,550 | $ | 164,550 | |||||||||||||||||||||||
Cash dividends declared
|
||||||||||||||||||||||||||||
Series B 6.75% convertible perpetual preferred stock ($67.50 per share)
|
(14,850 | ) | (14,850 | ) | ||||||||||||||||||||||||
Common stock ($1.90 per share)
|
(45,043 | ) | (45,043 | ) | ||||||||||||||||||||||||
Repurchase of common stock
|
(37,701 | ) | (37,701 | ) | ||||||||||||||||||||||||
Dividend equivalents on RSUs
|
(433 | ) | (433 | ) | ||||||||||||||||||||||||
Other comprehensive income (loss)
|
||||||||||||||||||||||||||||
Translation adjustments, net of income taxes
|
7,188 | 109 | 7,297 | 7,297 | ||||||||||||||||||||||||
Foreign currency hedge adjustment, net of income taxes
|
2,961 | 2,961 | 2,961 | |||||||||||||||||||||||||
Funded status of pension and other postretirement benefit plans, net of income taxes
|
(2,258 | ) | (2,258 | ) | (2,258 | ) | ||||||||||||||||||||||
Other changes in noncontrolling interests
|
||||||||||||||||||||||||||||
Dividends paid to noncontrolling shareholders
|
(100 | ) | (100 | ) | ||||||||||||||||||||||||
Balance at end of year
|
$ | 213,023 | $ | 191,608 | $ | 825,751 | $ | (44,776 | ) | $ | 13,799 | $ | 1,199,405 | |||||||||||||||
Total comprehensive income
|
172,550 | |||||||||||||||||||||||||||
Less: comprehensive income attributable to noncontrolling interests
|
(8,094 | ) | ||||||||||||||||||||||||||
Comprehensive income attributable to Universal Corporation
|
$ | 164,456 |
Universal Corporation Shareholders
|
||||||||||||||||||||||||||||
(in thousands of dollars)
|
Series B
6.75%
Convertible
Perpetual
Preferred
Stock
|
Common
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Non-
controlling
Interests
|
Total
Shareholders'
Equity
|
Comprehensive
Income
(Loss)
|
|||||||||||||||||||||
Fiscal Year Ended March 31, 2010
|
||||||||||||||||||||||||||||
Balance at beginning of year
|
$ | 213,023 | $ | 194,037 | $ | 686,960 | $ | (64,547 | ) | $ | 3,771 | $ | 1,033,244 | |||||||||||||||
Changes in preferred and common stock
|
||||||||||||||||||||||||||||
Issuance of common stock
|
1,183 | 1,183 | ||||||||||||||||||||||||||
Repurchase of common stock
|
(5,853 | ) | (5,853 | ) | ||||||||||||||||||||||||
Accrual of stock-based compensation
|
6,133 | 6,133 | ||||||||||||||||||||||||||
Withholding of shares for grantee income taxes (SARs and RSUs)
|
(888 | ) | (888 | ) | ||||||||||||||||||||||||
Dividend equivalents on RSUs
|
389 | 389 | ||||||||||||||||||||||||||
Changes in retained earnings
|
||||||||||||||||||||||||||||
Net income
|
168,397 | 1,948 | 170,345 | $ | 170,345 | |||||||||||||||||||||||
Cash dividends declared
|
||||||||||||||||||||||||||||
Series B 6.75% convertible perpetual preferred stock ($67.50 per share)
|
(14,850 | ) | (14,850 | ) | ||||||||||||||||||||||||
Common stock ($1.86 per share)
|
(45,815 | ) | (45,815 | ) | ||||||||||||||||||||||||
Repurchase of common stock
|
(27,090 | ) | (27,090 | ) | ||||||||||||||||||||||||
Dividend equivalents on RSUs
|
(389 | ) | (389 | ) | ||||||||||||||||||||||||
Other comprehensive income (loss)
|
||||||||||||||||||||||||||||
Translation adjustments, net of income taxes
|
4,511 | 190 | 4,701 | 4,701 | ||||||||||||||||||||||||
Foreign currency hedge adjustment, net of income taxes
|
13,386 | 13,386 | 13,386 | |||||||||||||||||||||||||
Funded status of pension and other postretirement benefit plans, net of income taxes
|
(6,017 | ) | (6,017 | ) | (6,017 | ) | ||||||||||||||||||||||
Other changes in noncontrolling interests
|
||||||||||||||||||||||||||||
Dividends paid to noncontrolling shareholders
|
(104 | ) | (104 | ) | ||||||||||||||||||||||||
Balance at end of year
|
$ | 213,023 | $ | 195,001 | $ | 767,213 | $ | (52,667 | ) | $ | 5,805 | $ | 1,128,375 | |||||||||||||||
Total comprehensive income
|
182,415 | |||||||||||||||||||||||||||
Less: comprehensive income attributable to noncontrolling interests
|
(2,138 | ) | ||||||||||||||||||||||||||
Comprehensive income attributable to Universal Corporation
|
$ | 180,277 |
Universal Corporation Shareholders
|
||||||||||||||||||||||||||||
(in thousands of dollars)
|
Series B
6.75%
Convertible
Perpetual
Preferred
Stock
|
Common
Stock
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Non-
controlling
Interests
|
Total
Shareholders'
Equity
|
Comprehensive
Income
(Loss)
|
|||||||||||||||||||||
Fiscal Year Ended March 31, 2009
|
||||||||||||||||||||||||||||
Balance at beginning of year
|
$ | 213,023 | $ | 206,436 | $ | 711,655 | $ | (15,483 | ) | $ | 3,182 | $ | 1,118,813 | |||||||||||||||
Changes in preferred and common stock
|
||||||||||||||||||||||||||||
Issuance of common stock
|
65 | 65 | ||||||||||||||||||||||||||
Repurchase of common stock
|
(16,790 | ) | (16,790 | ) | ||||||||||||||||||||||||
Accrual of stock-based compensation
|
4,870 | 4,870 | ||||||||||||||||||||||||||
Withholding of shares for grantee income taxes (SARs and RSUs)
|
(1,464 | ) | (1,464 | ) | ||||||||||||||||||||||||
Dividend equivalents on RSUs
|
920 | 920 | ||||||||||||||||||||||||||
Changes in retained earnings
|
||||||||||||||||||||||||||||
Net income
|
131,739 | 822 | 132,561 | $ | 132,561 | |||||||||||||||||||||||
Cash dividends declared
|
||||||||||||||||||||||||||||
Series B 6.75% convertible perpetual preferred stock ($67.50 per share)
|
(14,850 | ) | (14,850 | ) | ||||||||||||||||||||||||
Common stock ($1.82 per share)
|
(45,938 | ) | (45,938 | ) | ||||||||||||||||||||||||
Repurchase of common stock
|
(93,203 | ) | (93,203 | ) | ||||||||||||||||||||||||
Dividend equivalents on RSUs
|
(920 | ) | (920 | ) | ||||||||||||||||||||||||
Adoption of measurement timing provisions of FASB Statement No. 158 for pensions and other postretirement benefits
|
(1,523 | ) | (1,523 | ) | ||||||||||||||||||||||||
Other comprehensive income (loss)
|
||||||||||||||||||||||||||||
Translation adjustments, net of income taxes
|
(19,639 | ) | (129 | ) | (19,768 | ) | (19,768 | ) | ||||||||||||||||||||
Foreign currency hedge adjustment, net of income taxes
|
(15,803 | ) | (15,803 | ) | (15,803 | ) | ||||||||||||||||||||||
Funded status of pension and other postretirement benefit plans, net of income taxes
|
(13,622 | ) | (13,622 | ) | (13,622 | ) | ||||||||||||||||||||||
Other changes in noncontrolling interests
|
||||||||||||||||||||||||||||
Dividends paid to noncontrolling shareholders
|
(104 | ) | (104 | ) | ||||||||||||||||||||||||
Balance at end of year
|
$ | 213,023 | $ | 194,037 | $ | 686,960 | $ | (64,547 | ) | $ | 3,771 | $ | 1,033,244 | |||||||||||||||
Total comprehensive income
|
83,368 | |||||||||||||||||||||||||||
Less: comprehensive income attributable to noncontrolling interests
|
(693 | ) | ||||||||||||||||||||||||||
Comprehensive income attributable to Universal Corporation
|
$ | 82,675 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Preferred Shares Outstanding:
|
||||||||||||
Series B 6.75% Convertible Perpetual Preferred Stock:
|
||||||||||||
Balance at beginning of year
|
219,999 | 219,999 | 219,999 | |||||||||
Issuance of convertible perpetual preferred stock
|
— | — | — | |||||||||
Repurchase of convertible perpetual preferred stock
|
— | — | — | |||||||||
Balance at end of year
|
219,999 | 219,999 | 219,999 | |||||||||
Common Shares Outstanding:
|
||||||||||||
Balance at beginning of year
|
24,325,228 | 24,999,127 | 27,162,150 | |||||||||
Issuance of common stock and exercise of stock options and SARs
|
28,400 | 69,977 | 64,677 | |||||||||
Repurchase of common stock
|
(1,113,125 | ) | (743,876 | ) | (2,227,700 | ) | ||||||
Balance at end of year
|
24,240,503 | 24,325,228 | 24,999,127 |
Fiscal Year Ended March 31,
|
||||||||||||
Unconsolidated Affiliates
|
2011
|
2010
|
2009
|
|||||||||
Equity in pretax earnings reported in the consolidated statements of income
|
$ | 8,634 | $ | 22,376 | $ | 20,543 | ||||||
Equity in income taxes
|
3,651 | 7,356 | 5,284 | |||||||||
Equity in net income
|
4,983 | 15,020 | 15,259 | |||||||||
Less: Dividends received on investments (1)
|
(1,252 | ) | (11,983 | ) | (8,680 | ) | ||||||
Equity in net income, net of dividends, reported in the consolidated statements of cash flows
|
$ | 3,731 | $ | 3,037 | $ | 6,579 |
(1)
|
In accordance with the applicable accounting guidance, dividends received from unconsolidated affiliates accounted for on the equity method that represent a return on capital (i.e., a return of earnings on a cumulative basis) are presented as operating cash flows in the consolidated statements of cash flows.
|
March 31, | ||||||||||||
2011
|
2010
|
2009
|
||||||||||
Translation adjustments
|
||||||||||||
Before income taxes
|
$ | (819 | ) | $ | (10,854 | ) | $ | (17,784 | ) | |||
Allocated income taxes
|
(2,792 | ) | 54 | 2,473 | ||||||||
Foreign currency hedge adjustment
|
||||||||||||
Before income taxes
|
3,819 | (736 | ) | (21,330 | ) | |||||||
Allocated income taxes
|
(1,337 | ) | 258 | 7,465 | ||||||||
Funded status of pension and other postretirement benefit plans
|
||||||||||||
Before income taxes
|
(66,851 | ) | (63,362 | ) | (54,238 | ) | ||||||
Allocated income taxes
|
23,204 | 21,973 | 18,867 | |||||||||
Total accumulated other comprehensive loss
|
$ | (44,776 | ) | $ | (52,667 | ) | $ | (64,547 | ) |
|
·
|
FASB Accounting Standards Update 2010-06, "Improving Disclosures about Fair Value Measurements" ("ASU 2010-06"), which was issued by the FASB in January 2010 and was effective for interim and annual financial statements for fiscal years beginning after December 15, 2009. ASU 2010-06 expands and clarifies the disclosure requirements related to fair value measurements. It requires companies to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 of the fair value hierarchy and describe the reasons for the transfers. In addition, information about purchases, sales, issuances, and settlements on a gross basis is required in the reconciliation of Level 3 fair value measurements. ASU 2010-06 also clarifies existing fair value measurement disclosure guidance related to level of disaggregation, fair value inputs, and valuation techniques. Universal was required to apply most provisions of the new guidance effective April 1, 2010, the beginning of fiscal year 2011. The adoption of ASU 2010-06 did not have a material effect on our financial statements.
|
|
·
|
FASB Staff Position No. 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP 132(R)-1”), adopted effective March 31, 2010. This pronouncement, which is now a part of Topic 715 of the Codification, requires expanded disclosures about plan assets of defined benefit pension or other postretirement benefit plans. The new disclosures include information about investment allocation decisions, categories of plan assets, the inputs and valuation techniques used to measure the fair value of those assets, and significant concentrations of credit risk. The disclosures required by FSP 132(R)-1 are included in Note 11 and did not have a material effect on the Company’s financial statements.
|
|
·
|
FASB Statement of Financial Accounting Standards No. 165, “Subsequent Events” (“SFAS 165”), adopted effective June 30, 2009. SFAS 165, which is now set forth under Topic 855 of the Codification, establishes standards for accounting and disclosure for events occurring after the balance sheet date but before financial statements are issued. It defines the period after the balance sheet date during which events or transactions should be evaluated for potential recognition or disclosure, and it provides guidance on recognition and disclosure of actual transactions or events occurring after the balance sheet date. The adoption of SFAS 165 did not have a material effect on the Company’s financial statements.
|
|
·
|
FASB Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51” (“SFAS 160”), adopted effective April 1, 2009. SFAS 160, which is now set forth in Topic 810 of the Codification, requires that noncontrolling interests in subsidiaries that are included in a company’s consolidated financial statements, commonly referred to as “minority interests,” be reported as a component of shareholders’ equity in the balance sheet. It also requires that a company’s consolidated net income and comprehensive income include the amounts attributable to both the company’s interest and the noncontrolling interest in the subsidiary, identified separately in the financial statements. Finally, the new guidance requires certain disclosures about noncontrolling interests in the consolidated financial statements. Adoption of this guidance did not have a material impact on the Company’s financial statements.
|
|
·
|
FASB Statement of Financial Accounting Standards No. 141(R), “Business Combinations” (“SFAS 141(R)”), adopted effective April 1, 2009. SFAS 141(R) requires that companies record assets acquired, liabilities assumed, and noncontrolling interests in business combinations at fair value, separately from goodwill, as of the acquisition date. This approach differs from the cost allocation approach provided under previous accounting guidance and can result in recognition of a gain at acquisition date if the cost to acquire a business is less than the net fair value of the assets acquired, liabilities assumed, and noncontrolling interests. SFAS 141(R), which is now set forth under Topic 805 of the Codification, also provides new guidance on recording assets and liabilities that arise from contingencies in a business combination, and it requires that transaction costs associated with business combinations be charged to expense instead of being recorded as part of the cost of the acquired business. Universal has not entered any business combinations since adopting the new guidance, but will apply the guidance to all future business combinations.
|
|
·
|
The measurement timing provisions of FASB Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS 158”), now part of the guidance in Codification Topic 715. These provisions require that the funded status of defined benefit plans be measured as of the balance sheet date, which eliminated the option allowed under the prior guidance, and previously used by the Company, to measure funded status at a date up to three months before the balance sheet date. To adopt the provisions, the Company began measuring its pension and other postretirement benefit plans as of the balance sheet date effective March 31, 2009. At that date, the Company recorded a direct adjustment to reduce retained earnings by $1.5 million ($2.3 million before income taxes), reflecting the expense attributable to the intervening three-month transition period. As required by the guidance, changes in the fair value of plan assets and benefit obligations for the full fifteen-month period between the fiscal year 2008 and 2009 measurement dates were recognized in other comprehensive income for fiscal year 2009.
|
|
·
|
FASB Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), adopted effective March 31, 2009. SFAS 161, which is now part of the guidance set forth in Topic 8150 of the Codification, amended several prior accounting pronouncements to require enhanced disclosures about derivatives and hedging activities aimed at improving the transparency and understanding of those activities for financial statement users. It requires additional disclosures explaining the objectives and strategies for using derivative instruments, how those instruments and the related hedged items are accounted for, and how they affect a company’s financial position, results of operations, and cash flows. The disclosures required by SFAS 161 are provided in Note 9.
|
|
·
|
FASB Accounting Standards Update 2009-13, “Multiple-Deliverable Revenue Arrangements” (“ASU 2009-13”), which was issued by the FASB in October 2009. ASU 2009-13 establishes a selling price hierarchy for determining the selling price of a deliverable in a multiple-deliverable arrangement. It also requires additional disclosures about the methods and assumptions used to evaluate multiple-deliverable arrangements and to identify the significant deliverables within those arrangements. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, which means that Universal will be required to adopt the guidance effective April 1, 2011, the beginning of fiscal year 2012. The adoption of ASU 2009-13 is not expected to have a material effect on the Company’s financial statements.
|
|
·
|
FASB Accounting Standards Update 2011-04, “Fair Value Measurement” (“ASU 2011-04”), which was issued in May 2011. The primary focus of ASU 2011-04 is the convergence of accounting requirements for fair value measurements and related financial statement disclosures under U.S. GAAP and International Financial Reporting Standards (“IFRS”). While ASU 2011-04 does not significantly change existing guidance for measuring fair value, it does require additional disclosures about fair value measurements and changes the wording of certain requirements in the guidance to achieve consistency with IFRS. ASU 2011-04 is effective for interim and annual periods beginning after December 15, 2011, and is required to be applied prospectively. The Company is currently evaluating the revised guidance to determine the effect it will have on its financial statements.
|
(in thousands of dollars)
|
Closure of
Processing
Facility
in Canada
|
Other
Restructuring
and Cost
Reduction
Initiatives
|
Total
|
|||||||||
Restructuring Costs:
|
||||||||||||
Employee termination benefits
|
$ | 2,412 | $ | 8,743 | $ | 11,155 | ||||||
Pension curtailment and settlement costs
|
4,081 | — | 4,081 | |||||||||
Other costs
|
— | 636 | 636 | |||||||||
6,493 | 9,379 | 15,872 | ||||||||||
Impairment Costs:
|
||||||||||||
Property, plant and equipment
|
5,632 | — | 5,632 | |||||||||
Total restructuring and impairment costs
|
$ | 12,125 | $ | 9,379 | $ | 21,504 |
(in thousands of dollars)
|
Employee
Termination
Benefits
|
Other Costs
|
Total
|
|||||||||
|
||||||||||||
Restructuring costs charged to expense during fiscal year 2011
|
$ | 11,155 | $ | 636 | $ | 11,791 | ||||||
Payments during fiscal year 2011
|
(4,769 | ) | (411 | ) | (5,180 | ) | ||||||
Restructuring liability at March 31, 2011
|
$ | 6,386 | $ | 225 | $ | 6,611 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Basic Earnings Per Share
|
||||||||||||
Numerator for basic earnings per share
|
||||||||||||
Net income attributable to Universal Corporation
|
$ | 156,565 | $ | 168,397 | $ | 131,739 | ||||||
Less: Dividends on convertible perpetual preferred stock
|
(14,850 | ) | (14,850 | ) | (14,850 | ) | ||||||
Earnings available to Universal Corporation common shareholders for calculation of basic earnings per share
|
141,715 | 153,547 | 116,889 | |||||||||
Denominator for basic earnings per share
|
||||||||||||
Weighted average shares outstanding
|
23,859 | 24,732 | 25,570 | |||||||||
Basic earnings per share
|
$ | 5.94 | $ | 6.21 | $ | 4.57 | ||||||
Diluted Earnings Per Share
|
||||||||||||
Numerator for diluted earnings per share
|
||||||||||||
Earnings available to Universal Corporation common shareholders
|
$ | 141,715 | $ | 153,547 | $ | 116,889 | ||||||
Add: Dividends on convertible perpetual preferred stock (if conversion assumed)
|
14,850 | 14,850 | 14,850 | |||||||||
Earnings available to Universal Corporation common shareholders for calculation of diluted earnings per share
|
156,565 | 168,397 | 131,739 | |||||||||
Denominator for diluted earnings per share:
|
||||||||||||
Weighted average shares outstanding
|
23,859 | 24,732 | 25,570 | |||||||||
Effect of dilutive securities (if conversion or exercise assumed)
|
||||||||||||
Convertible perpetual preferred stock
|
4,750 | 4,733 | 4,718 | |||||||||
Employee share-based awards
|
279 | 197 | 178 | |||||||||
Denominator for diluted earnings per share
|
28,888 | 29,662 | 30,466 | |||||||||
Diluted earnings per share
|
$ | 5.42 | $ | 5.68 | $ | 4.32 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Current
|
||||||||||||
United States
|
$ | 18,052 | $ | 12,246 | $ | 19,622 | ||||||
State and local
|
2,290 | 3,357 | 4,178 | |||||||||
Foreign
|
59,051 | 56,925 | 20,308 | |||||||||
79,393 | 72,528 | 44,108 | ||||||||||
Deferred
|
||||||||||||
United States
|
(43 | ) | 4,134 | 17,066 | ||||||||
State and local
|
(226 | ) | 247 | 123 | ||||||||
Foreign
|
(775 | ) | 9,374 | 3,291 | ||||||||
(1,044 | ) | 13,755 | 20,480 | |||||||||
Total
|
$ | 78,349 | $ | 86,283 | $ | 64,588 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Statutory tax rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
State income taxes, net of federal benefit
|
0.6 | 0.9 | 1.4 | |||||||||
Impact of permanently reinvested earnings
|
— | — | 0.4 | |||||||||
Change in classification of permanently reinvested earnings
|
— | 1.4 | — | |||||||||
Change in valuation allowance on deferred tax assets
|
(0.2 | ) | — | (1.5 | ) | |||||||
Other, including changes in liabilities recorded for uncertain tax positions
|
(3.2 | ) | (3.7 | ) | (2.5 | ) | ||||||
Effective income tax rate
|
32.2 | % | 33.6 | % | 32.8 | % |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
United States
|
$ | 32,826 | $ | 48,675 | $ | 103,791 | ||||||
Foreign
|
210,073 | 207,953 | 93,358 | |||||||||
Total
|
$ | 242,899 | $ | 256,628 | $ | 197,149 |
March 31,
|
||||||||
2011
|
2010
|
|||||||
Liabilities
|
||||||||
Foreign withholding taxes
|
$ | 16,692 | $ | 16,438 | ||||
Undistributed earnings
|
34,015 | 23,937 | ||||||
Goodwill
|
31,515 | 34,973 | ||||||
All other
|
22,386 | 27,320 | ||||||
Total deferred tax liabilities
|
$ | 104,608 | $ | 102,668 | ||||
Assets
|
||||||||
Employee benefit plans
|
$ | 50,761 | $ | 48,392 | ||||
Deferred compensation
|
5,055 | 4,082 | ||||||
Valuation allowances on Brazilian farmer advances and value-added tax credits
|
36,232 | 30,920 | ||||||
All other
|
34,571 | 41,155 | ||||||
Total deferred tax assets
|
126,619 | 124,549 | ||||||
Valuation allowance
|
(3,427 | ) | (4,082 | ) | ||||
Net deferred tax assets
|
$ | 123,192 | $ | 120,467 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Continuing operations
|
$ | 78,349 | $ | 86,283 | $ | 64,588 | ||||||
Other comprehensive income
|
3,210 | 6,520 | (26,285 | ) | ||||||||
Direct adjustments to shareholders' equity
|
159 | (454 | ) | (848 | ) | |||||||
Total
|
$ | 81,718 | $ | 92,349 | $ | 37,455 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Liability for uncertain tax positions, beginning of year
|
$ | 22,184 | $ | 22,740 | $ | 25,801 | ||||||
Additions:
|
||||||||||||
Related to tax positions for the current year
|
1,184 | 9,609 | 3,277 | |||||||||
Related to tax positions for prior years
|
77 | 574 | 1,873 | |||||||||
Reductions:
|
||||||||||||
Related to tax positions for prior years
|
(205 | ) | (1,674 | ) | — | |||||||
Due to settlements with tax jurisdictions
|
(12,765 | ) | (1,552 | ) | — | |||||||
Due to lapses of statutes of limitations
|
(1,571 | ) | (4,802 | ) | (5,032 | ) | ||||||
Other reductions
|
— | (4,041 | ) | — | ||||||||
Effect of currency rate movement
|
319 | 1,330 | (3,179 | ) | ||||||||
Liability for uncertain tax positions, end of year
|
$ | 9,223 | $ | 22,184 | $ | 22,740 |
March 31,
|
||||||||
2011
|
2010
|
|||||||
Medium-term notes due from 2011 to 2014 at various rates
|
$ | 415,193 | $ | 429,764 | ||||
Less current portion
|
(95,000 | ) | (15,000 | ) | ||||
Long-term obligations
|
$ | 320,193 | $ | 414,764 |
Fiscal Year Ended March 31,
|
|||||||||||||
(in thousands of dollars)
|
2011
|
2010
|
2009
|
||||||||||
Fair Value Hedges - Interest Rate Swap Agreements
|
|||||||||||||
Derivative
|
|||||||||||||
Gain (loss) recognized in earnings
|
$ | 428 | $ | (2,043 | ) | $ | 8,366 | ||||||
Location of gain (loss) recognized in earnings
|
Interest expense
|
||||||||||||
Hedged Item
|
|||||||||||||
Description of hedged item
|
Fixed rate long-term debt
|
||||||||||||
Gain (loss) recognized in earnings
|
$ | (428 | ) | $ | 2,043 | $ | (8,366 | ) | |||||
Location of gain (loss) recognized in earnings
|
Interest expense
|
||||||||||||
Cash Flow Hedges - Forward Foreign Currency Exchange Contracts
|
|||||||||||||
Derivative
|
|||||||||||||
Effective Portion of Hedge
|
|||||||||||||
Gain (loss) recorded in accumulated other comprehensive loss
|
$ | 2,476 | $ | 7,174 | $ | (22,006 | ) | ||||||
Gain (loss) reclassified from accumulated other comprehensive loss into earnings
|
$ | 100 | $ | (14,844 | ) | $ | — | ||||||
Location of gain (loss) reclassified from accumulated other
|
|||||||||||||
comprehensive loss into earnings
|
Cost of goods sold
|
||||||||||||
Ineffective Portion and Early De-designation of Hedges
|
|||||||||||||
Gain (loss) recognized in earnings
|
$ | 113 | $ | 1,442 | $ | 102 | |||||||
Location of gain (loss) recognized in earnings
|
Selling, general and administrative expenses
|
||||||||||||
Hedged Item
|
|||||||||||||
Description of hedged item
|
Forecast purchases of tobacco in Brazil
|
||||||||||||
Derivatives Not Designated as Hedges -
|
|||||||||||||
Forward Foreign Currency Exchange Contracts
|
|||||||||||||
Contracts related to forecast processing costs and forecast purchases of tobacco, primarily in Brazil
|
|||||||||||||
Gain (loss) recognized in earnings
|
$ | 1,972 | $ | (26 | ) | $ | 1,583 | ||||||
Location of gain (loss) recognized in earnings
|
Selling, general and administrative expenses
|
||||||||||||
Contracts related to net local currency monetary assets and liabilities of subsidiary in Brazil
|
|||||||||||||
Gain (loss) recognized in earnings
|
$ | 661 | $ | — | $ | (355 | ) | ||||||
Location of gain (loss) recognized in earnings
|
Selling, general and administrative expenses
|
||||||||||||
Contracts related to fixed-price orders and accounts receivable of non-U.S. dollar subsidiaries
|
|||||||||||||
Gain (loss) recognized in earnings
|
$ | (39 | ) | $ | 1,301 | $ | (2,613 | ) | |||||
Location of gain (loss) recognized in earnings
|
Selling, general and administrative expenses
|
||||||||||||
Total gain (loss) recognized in earnings for forward foreign | |||||||||||||
currency exchange contracts not designated as hedges
|
$ | 2,594 | $ | 1,275 | $ | (1,385 | ) |
Derivatives in a Fair Value Asset Position
|
Derivatives in a Fair Value Liability Position
|
||||||||||||||||||
Balance
|
Balance
|
||||||||||||||||||
Sheet
|
Fair Value as of March 31,
|
Sheet
|
Fair Value as of March 31,
|
||||||||||||||||
(in thousands of dollars)
|
Location
|
2011
|
2010
|
Location
|
2011
|
2010
|
|||||||||||||
Derivatives Designated as Hedging Instruments
|
|||||||||||||||||||
Interest rate swap agreements
|
Other non-current assets
|
$ | 10,193 | $ | 10,358 |
Long-term obligations
|
$ | — | $ | 593 | |||||||||
Forward foreign currency exchange contracts
|
Other current assets
|
2,400 | 84 |
Accounts payable and accrued expenses
|
— | 73 | |||||||||||||
Total
|
$ | 12,593 | $ | 10,442 | $ | — | $ | 666 | |||||||||||
Derivatives Not Designated as Hedging Instruments
|
|||||||||||||||||||
Forward foreign currency exchange contracts
|
Other current assets
|
$ | 1,222 | $ | 740 |
Accounts payable and accrued expenses
|
$ | 243 | $ | 512 | |||||||||
Total
|
$ | 1,222 | $ | 740 | $ | 243 | $ | 512 |
Level
|
Description
|
|
1
|
|
quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date;
|
2
|
|
quoted prices in active markets for similar assets or liabilities, or quoted prices for identical or similar assets or liabilities, in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability; and
|
3
|
|
unobservable inputs for the asset or liability.
|
March 31, 2011
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Assets:
|
||||||||||||||||
Money market funds
|
$ | 108,832 | $ | — | $ | — | $ | 108,832 | ||||||||
Trading securities associated with deferred compensation plans
|
20,899 | — | — | 20,899 | ||||||||||||
Interest rate swaps
|
— | 10,193 | — | 10,193 | ||||||||||||
Forward foreign currency exchange contracts
|
— | 3,622 | — | 3,622 | ||||||||||||
Total assets
|
$ | 129,731 | $ | 13,815 | $ | — | $ | 143,546 | ||||||||
Liabilities:
|
||||||||||||||||
Guarantees of bank loans to tobacco growers
|
$ | — | $ | — | $ | 20,699 | $ | 20,699 | ||||||||
Forward foreign currency exchange contracts
|
— | 243 | — | 243 | ||||||||||||
Total liabilities
|
$ | — | $ | 243 | $ | 20,699 | $ | 20,942 |
Balance at April 1, 2010
|
$ | 25,997 | ||
Transfer to allowance for loss on direct loans to farmers (removal of prior crop year loans from portfolio and addition of current crop year loans).
|
(7,165 | ) | ||
Transfer of guarantees to assignee of farmer contracts (see Note 14)
|
(1,110 | ) | ||
Change in discount rate and estimated collection period
|
1,389 | |||
Currency remeasurement
|
1,588 | |||
Balance at March 31, 2011
|
$ | 20,699 |
Pension Benefits
|
Other Postretirement Benefits
|
|||||||||||||||||||||||
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
|||||||||||||||||||
Discount rates:
|
||||||||||||||||||||||||
Benefit cost for plan year
|
6.00 | % | 7.75 | % | 6.00 | % | 6.00 | % | 7.75 | % | 6.00 | % | ||||||||||||
Benefit obligation at end of plan year
|
5.50 | % | 6.00 | % | 7.75 | % | 5.50 | % | 6.00 | % | 7.75 | % | ||||||||||||
Expected long-term return on plan assets:
|
||||||||||||||||||||||||
Benefit cost for plan year
|
8.00 | % | 7.75 | % | 7.75 | % | 4.30 | % | 4.30 | % | 4.30 | % | ||||||||||||
Benefit obligation at end of plan year
|
8.00 | % | 8.00 | % | 7.75 | % | 4.30 | % | 4.30 | % | 4.30 | % | ||||||||||||
Salary scale
|
5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | ||||||||||||
Healthcare cost trend rate
|
N/A | N/A | N/A | 8.00 | % | 8.30 | % | 8.50 | % |
Pension Benefits
|
Other Postretirement Benefits
|
|||||||||||||||
March 31,
|
March 31,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Actuarial present value of benefit obligation:
|
||||||||||||||||
Accumulated benefit obligation
|
$ | 236,701 | $ | 213,646 | $ | — | $ | — | ||||||||
Projected benefit obligation
|
262,085 | 243,760 | 43,888 | 43,429 | ||||||||||||
Change in projected benefit obligation:
|
||||||||||||||||
Projected benefit obligation, beginning of year
|
$ | 243,760 | $ | 199,907 | $ | 43,429 | $ | 38,420 | ||||||||
Service cost
|
4,835 | 3,815 | 787 | 581 | ||||||||||||
Interest cost
|
14,168 | 14,899 | 2,534 | 2,789 | ||||||||||||
Effect of discount rate change
|
15,174 | 48,324 | 2,245 | 7,870 | ||||||||||||
Foreign currency exchange rate changes
|
1,626 | 2,983 | — | — | ||||||||||||
Curtailment
|
966 | — | — | — | ||||||||||||
Settlements
|
(8,483 | ) | (2,498 | ) | — | — | ||||||||||
Other
|
5,411 | (6,718 | ) | (1,222 | ) | (2,271 | ) | |||||||||
Benefit payments
|
(15,372 | ) | (16,952 | ) | (3,885 | ) | (3,960 | ) | ||||||||
Projected benefit obligation, end of year
|
$ | 262,085 | $ | 243,760 | $ | 43,888 | $ | 43,429 | ||||||||
Change in plan assets:
|
||||||||||||||||
Plan assets at fair value, beginning of year
|
$ | 182,792 | $ | 132,080 | $ | 3,499 | $ | 3,687 | ||||||||
Actual return on plan assets
|
26,077 | 47,553 | 238 | 197 | ||||||||||||
Employer contributions
|
9,211 | 20,674 | 3,432 | 3,575 | ||||||||||||
Settlements
|
(8,483 | ) | (2,498 | ) | — | — | ||||||||||
Foreign currency exchange rate changes
|
1,490 | 1,935 | — | — | ||||||||||||
Benefit payments
|
(15,372 | ) | (16,952 | ) | (3,885 | ) | (3,960 | ) | ||||||||
Plan assets at fair value, end of year
|
$ | 195,715 | $ | 182,792 | $ | 3,284 | $ | 3,499 | ||||||||
Funded status:
|
||||||||||||||||
Funded status of the plans, end of year
|
$ | (66,370 | ) | $ | (60,968 | ) | $ | (40,604 | ) | $ | (39,930 | ) |
Pension Benefits
|
Other Postretirement Benefits
|
|||||||||||||||
March 31,
|
March 31,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Non-current asset (reported in other noncurrent assets)
|
$ | 1,493 | $ | 1,444 | $ | — | $ | — | ||||||||
Current liability (included in accounts payable and accrued expenses)
|
(2,098 | ) | (2,023 | ) | (3,511 | ) | (3,431 | ) | ||||||||
Non-current liability (reported as pensions and other postretirement benefits)
|
(65,765 | ) | (60,389 | ) | (37,093 | ) | (36,499 | ) | ||||||||
Amounts recognized in the consolidated balance sheets
|
$ | (66,370 | ) | $ | (60,968 | ) | $ | (40,604 | ) | $ | (39,930 | ) |
Pension Benefits
|
Other Postretirement Benefits
|
|||||||||||||||
March 31,
|
March 31,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
For plans with a projected benefit obligation in excess of plan assets:
|
||||||||||||||||
Aggregate projected benefit obligation
|
$ | 257,240 | $ | 240,741 | $ | 43,889 | $ | 43,429 | ||||||||
Aggregate fair value of plan assets
|
189,378 | 178,329 | 3,284 | 3,499 | ||||||||||||
For plans with an accumulated benefit obligation in excess of plan assets:
|
||||||||||||||||
Aggregate accumulated benefit obligation
|
232,342 | 207,507 | N/A | N/A | ||||||||||||
Aggregate fair value of plan assets
|
189,378 | 174,192 | N/A | N/A |
Pension Benefits
|
Other Postretirement Benefits
|
|||||||||||||||||||||||
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
|||||||||||||||||||
Components of net periodic benefit cost:
|
||||||||||||||||||||||||
Service cost
|
$ | 4,835 | $ | 3,815 | $ | 4,724 | $ | 787 | $ | 581 | $ | 787 | ||||||||||||
Interest cost
|
14,168 | 14,899 | 13,594 | 2,534 | 2,789 | 2,790 | ||||||||||||||||||
Expected return on plan assets
|
(14,938 | ) | (13,687 | ) | (13,380 | ) | (144 | ) | (152 | ) | (157 | ) | ||||||||||||
Curtailment loss
|
966 | — | 800 | — | — | — | ||||||||||||||||||
Settlement cost
|
3,119 | 4,640 | 5,449 | — | — | — | ||||||||||||||||||
Net amortization and deferral
|
3,937 | 1,387 | 2,245 | (253 | ) | (1,083 | ) | (48 | ) | |||||||||||||||
Net periodic benefit cost
|
$ | 12,087 | $ | 11,054 | $ | 13,432 | $ | 2,924 | $ | 2,135 | $ | 3,372 |
Pension Benefits
|
Other Postretirement Benefits
|
|||||||||||||||
March 31,
|
March 31,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Change in net actuarial loss (gain):
|
||||||||||||||||
Net actuarial loss (gain), beginning of year
|
$ | 73,301 | $ | 70,912 | $ | (7,452 | ) | $ | (13,665 | ) | ||||||
Losses (gains) arising during the year
|
5,996 | 3,890 | 478 | 5,169 | ||||||||||||
Reclassification adjustments during the year
|
(4,159 | ) | (1,501 | ) | 252 | 1,044 | ||||||||||
Net actuarial loss, end of year
|
75,138 | 73,301 | (6,722 | ) | (7,452 | ) | ||||||||||
Change in prior service cost (benefit):
|
||||||||||||||||
Prior service cost (benefit), beginning of year
|
(3,145 | ) | (3,400 | ) | — | (38 | ) | |||||||||
Reclassification adjustments during the year
|
(248 | ) | 255 | — | 38 | |||||||||||
Prior service cost (benefit), end of year
|
(3,393 | ) | (3,145 | ) | — | — | ||||||||||
Total amounts in accumulated other comprehensive loss at end of year, before income taxes
|
$ | 71,745 | $ | 70,156 | $ | (6,722 | ) | $ | (7,452 | ) |
Actual Allocation
|
|||||||||||||||
Target
|
March 31,
|
||||||||||||||
Major Asset Category
|
Allocation
|
Range
|
2011
|
2010
|
|||||||||||
Domestic equity securities
|
44.0 | % | 37% - 51% | 45.6 | % | 53.7 | % | ||||||||
International equity securities
|
13.0 | % | 10% - 16% | 13.6 | % | 14.5 | % | ||||||||
Fixed income securities (1)
|
33.0 | % | 26% - 40% | 31.2 | % | 31.8 | % | ||||||||
Alternative investments:
|
|||||||||||||||
Real estate funds
|
5.0 | % | 3% - 7% | 4.7 | % | — | |||||||||
Hedge funds
|
5.0 | % | 3% - 7% | 4.9 | % | — | |||||||||
Total
|
100.0 | % | 100.0 | % | 100.0 | % |
Fiscal Year:
|
Pension
Benefits
|
Other
Postretirement
Benefits
|
||||||
2012
|
$ | 20,838 | $ | 3,511 | ||||
2013
|
14,784 | 3,597 | ||||||
2014
|
15,446 | 3,584 | ||||||
2015
|
16,201 | 3,533 | ||||||
2016
|
14,853 | 3,468 | ||||||
2017 - 2021
|
99,558 | 17,030 |
|
·
|
Domestic and international equity securities:
|
|
·
|
Fixed income securities: Some fixed income investments are held through mutual funds for which an active market is available (Level 1). Other fixed income investments are valued at an estimated price that a dealer would pay for a similar security on the valuation date using observable market inputs (Level 2). These measures may include yield curves for similarly rated securities. Small amounts of cash are held in common collective trusts. Fixed income securities include insurance assets, which are valued based on an actuarial calculation (Level 3).
|
|
·
|
Alternative investments: Real estate assets are valued using valuation models that incorporate income and market approaches, including external appraisals, to derive fair values. The hedge fund allocation is a fund of hedge funds and is valued by the manager based on the net asset value of each fund. These models use significant unobservable inputs and are classified as Level 3 within the fair value hierarchy.
|
March 31, 2011
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Domestic equity securities
|
$ | 27,300 | $ | 52,768 | $ | — | $ | 80,068 | ||||||||
International equity securities
|
23,925 | — | — | 23,925 | ||||||||||||
Fixed income securities (1)
|
16,974 | 52,425 | 5,362 | 74,761 | ||||||||||||
Alternative investments:
|
||||||||||||||||
Real estate fund
|
— | — | 8,338 | 8,338 | ||||||||||||
Hedge fund
|
— | — | 8,623 | 8,623 | ||||||||||||
Total investments
|
$ | 68,199 | $ | 105,193 | $ | 22,323 | $ | 195,715 |
March 31, 2010
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
Domestic equity securities
|
$ | 29,368 | $ | 57,647 | $ | — | $ | 87,015 | ||||||||
International equity securities
|
23,452 | 14,748 | — | 38,200 | ||||||||||||
Fixed income securities (1)
|
13,410 | 44,167 | — | 57,577 | ||||||||||||
Total investments
|
$ | 66,230 | $ | 116,562 | $ | — | $ | 182,792 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Number of shares repurchased
|
1,113,125 | 743,876 | 2,227,700 | |||||||||
Cost of shares repurchased (in thousands of dollars)
|
$ | 46,696 | $ | 32,942 | $ | 110,482 | ||||||
Weighted-average cost per share
|
$ | 41.95 | $ | 44.28 | $ | 49.59 |
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Contractual
Term
(in years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Fiscal Year Ended March 31, 2009:
|
||||||||||||||||
Outstanding at beginning of year
|
597,890 | $ | 49.97 | |||||||||||||
Granted
|
132,000 | 51.32 | ||||||||||||||
Exercised
|
(10,333 | ) | 36.14 | |||||||||||||
Outstanding at end of year
|
719,557 | 50.41 | ||||||||||||||
Fiscal Year Ended March 31, 2010:
|
||||||||||||||||
Granted
|
253,800 | 35.30 | ||||||||||||||
Exercised
|
(132,892 | ) | 36.09 | |||||||||||||
Cancelled/expired
|
(8,667 | ) | 24.69 | |||||||||||||
Outstanding at end of year
|
831,798 | 48.36 | ||||||||||||||
Fiscal Year Ended March 31, 2011:
|
||||||||||||||||
Granted
|
153,600 | 39.71 | ||||||||||||||
Cancelled/expired
|
(62,800 | ) | 62.66 | |||||||||||||
Outstanding at end of year
|
922,598 | $ | 45.94 | 6.89 | $ | 3,159 | ||||||||||
Exercisable at end of year
|
554,265 | $ | 50.72 | 5.82 | $ | 1,109 | ||||||||||
Expected to vest in future periods
|
368,333 | $ | 38.76 | 8.49 | $ | 2,050 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Total intrinsic value of stock options and SARs exercised
|
$ | — | $ | 2,238 | $ | 143 | ||||||
Total fair value of SARs vested
|
$ | 1,849 | $ | 1,611 | $ | 2,283 |
RSUs
|
Restricted Stock
|
PSAs
|
||||||||||||||||||||||
Shares
|
Weighted-
Average
Grant Date
Fair Value
|
Shares
|
Weighted-
Average
Grant Date
Fair Value
|
Shares
|
Weighted-
Average
Grant Date
Fair Value
|
|||||||||||||||||||
Fiscal Year Ended March 31, 2009:
|
||||||||||||||||||||||||
Unvested at beginning of year
|
137,777 | $ | 49.48 | 60,400 | $ | 39.41 | — | $ | — | |||||||||||||||
Granted
|
44,590 | 50.28 | 14,500 | 48.01 | 31,600 | 45.96 | ||||||||||||||||||
Vested
|
(32,203 | ) | 48.93 | — | — | — | — | |||||||||||||||||
Forfeited
|
(1,034 | ) | 48.26 | — | — | (1,134 | ) | 45.96 | ||||||||||||||||
Unvested at end of year
|
149,130 | 49.84 | 74,900 | 41.08 | 30,466 | 45.96 | ||||||||||||||||||
Fiscal Year Ended March 31, 2010:
|
||||||||||||||||||||||||
Granted
|
73,589 | 35.93 | 17,550 | 39.76 | 63,450 | 29.67 | ||||||||||||||||||
Vested
|
(14,955 | ) | 47.21 | (7,700 | ) | 40.41 | — | — | ||||||||||||||||
Forfeited
|
— | — | — | — | (897 | ) | 45.96 | |||||||||||||||||
Unvested at end of year
|
207,764 | 32.50 | 84,750 | 40.87 | 93,019 | 34.85 | ||||||||||||||||||
Fiscal Year Ended March 31, 2011:
|
||||||||||||||||||||||||
Granted
|
63,992 | 41.40 | — | — | 38,400 | 33.95 | ||||||||||||||||||
Vested
|
(24,940 | ) | 46.35 | (7,000 | ) | 41.96 | — | — | ||||||||||||||||
Unvested at end of year
|
246,816 | $ | 44.07 | 77,750 | $ | 40.77 | 131,419 | $ | 34.59 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Assumptions:
|
||||||||||||
Expected term
|
5.0 years
|
5.0 years
|
5.0 years
|
|||||||||
Expected volatility
|
35.3 | % | 39.0 | % | 31.3 | % | ||||||
Expected dividend yield
|
4.73 | % | 5.21 | % | 3.50 | % | ||||||
Risk-free interest rate
|
2.36 | % | 2.51 | % | 3.32 | % | ||||||
Resulting fair value of SARs granted
|
$ | 8.35 | $ | 7.85 | $ | 11.65 |
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Total stock-based compensation expense
|
$ | 5,893 | $ | 6,133 | $ | 4,870 | ||||||
Income tax benefit recorded on stock-based compensation expense
|
$ | 2,063 | $ | 2,147 | $ | 1,704 |
March 31,
|
||||||||
2011
|
2010
|
|||||||
Flue-cured and burley leaf tobacco operations:
|
||||||||
North America
|
$ | 32,640 | $ | 39,820 | ||||
Other Regions
|
269,613 | 188,014 | ||||||
Subtotal
|
302,253 | 227,834 | ||||||
Other Tobacco Operations
|
33,322 | 39,126 | ||||||
Consolidated accounts receivable
|
$ | 335,575 | $ | 266,960 |
|
Fiscal Years Ended March 31,
|
|||||||||||
2011
|
2010
|
2009
|
||||||||||
Income Statement Information:
|
||||||||||||
Sales
|
$ | 317,248 | $ | 394,767 | $ | 398,196 | ||||||
Gross profit
|
51,540 | 84,645 | 84,318 | |||||||||
Net income attributable to Socotab L.L.C
|
8,114 | 29,244 | 33,033 |
March 31,
|
||||||||
2011
|
2010
|
|||||||
Balance Sheet Information:
|
||||||||
Current assets
|
$ | 293,909 | $ | 304,032 | ||||
Property, plant and equipment and other assets
|
88,127 | 85,429 | ||||||
Current liabilities
|
173,154 | 200,842 | ||||||
Long-term obligations and other liabilities
|
32,115 | 31,490 | ||||||
Noncontrolling interests in subsidiaries
|
154 | 310 |
Sales and Other Operating Revenues
|
Operating Income
|
|||||||||||||||||||||||
Fiscal Year Ended March 31,
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||||||
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
|||||||||||||||||||
Flue-cured and burley leaf tobacco operations:
|
||||||||||||||||||||||||
North America
|
$ | 340,366 | $ | 357,195 | $ | 416,899 | $ | 59,278 | $ | 57,006 | $ | 48,010 | ||||||||||||
Other Regions (1)
|
1,944,410 | 1,895,829 | 1,848,430 | 169,989 | 182,513 | 140,476 | ||||||||||||||||||
Subtotal
|
2,284,776 | 2,253,024 | 2,265,329 | 229,267 | 239,519 | 188,486 | ||||||||||||||||||
Other Tobacco Operations (2)
|
286,751 | 238,714 | 289,330 | 28,658 | 40,066 | 41,989 | ||||||||||||||||||
Segment total
|
2,571,527 | 2,491,738 | 2,554,659 | 257,925 | 279,585 | 230,475 | ||||||||||||||||||
Deduct:
|
||||||||||||||||||||||||
Equity in pretax earnings of unconsolidated
affiliates (3)
|
(8,634 | ) | (22,376 | ) | (20,543 | ) | ||||||||||||||||||
Restructuring and impairment costs (4)
|
(21,504 | ) | — | — | ||||||||||||||||||||
Add:
|
||||||||||||||||||||||||
Other income (4)
|
19,368 | — | — | |||||||||||||||||||||
Reversal of European Commission fines (4)
|
7,445 | |||||||||||||||||||||||
Consolidated total
|
$ | 2,571,527 | $ | 2,491,738 | $ | 2,554,659 | $ | 254,600 | $ | 257,209 | $ | 209,932 |
Segment Assets
|
Goodwill
|
|||||||||||||||||||||||
March 31,
|
March 31,
|
|||||||||||||||||||||||
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
|||||||||||||||||||
Flue-cured and burley leaf tobacco operations:
|
||||||||||||||||||||||||
North America
|
$ | 289,950 | $ | 362,008 | $ | 295,908 | $ | — | $ | — | $ | — | ||||||||||||
Other Regions (1)
|
1,612,558 | 1,649,349 | 1,535,736 | 96,543 | 102,224 | 102,462 | ||||||||||||||||||
Subtotal
|
1,902,508 | 2,011,357 | 1,831,644 | 96,543 | 102,224 | 102,462 | ||||||||||||||||||
Other Tobacco Operations (2)
|
325,359 | 359,683 | 306,532 | 1,713 | 1,713 | 1,713 | ||||||||||||||||||
Segment and consolidated totals
|
$ | 2,227,867 | $ | 2,371,040 | $ | 2,138,176 | $ | 98,256 | $ | 103,937 | $ | 104,175 |
Depreciation and Amortization
|
Capital Expenditures
|
|||||||||||||||||||||||
Fiscal Year Ended March 31,
|
Fiscal Year Ended March 31,
|
|||||||||||||||||||||||
2011
|
2010
|
2009
|
2011
|
2010
|
2009
|
|||||||||||||||||||
Flue-cured and burley leaf tobacco operations:
|
||||||||||||||||||||||||
North America
|
$ | 11,866 | $ | 11,953 | $ | 10,926 | $ | 3,080 | $ | 12,105 | $ | 3,215 | ||||||||||||
Other Regions (1)
|
28,541 | 26,710 | 27,866 | 34,324 | 31,283 | 25,595 | ||||||||||||||||||
Subtotal
|
40,407 | 38,663 | 38,792 | 37,404 | 43,388 | 28,810 | ||||||||||||||||||
Other Tobacco Operations (2)
|
4,865 | 4,833 | 2,998 | 1,725 | 14,189 | 6,846 | ||||||||||||||||||
Segment and consolidated totals
|
$ | 45,272 | $ | 43,496 | $ | 41,790 | $ | 39,129 | $ | 57,577 | $ | 35,656 |
(1)
|
Includes South America, Africa, Europe, and Asia regions, as well as inter-region eliminations.
|
(2)
|
Includes Dark Air-Cured, Oriental and Special Services, as well as inter-company eliminations. Oriental does not contribute significantly to the reported amounts for sales and other operating revenues, goodwill, depreciation and amortization, or capital expenditures because its financial results consist principally of equity in the pretax earnings of an unconsolidated affiliate. The investment in the unconsolidated affiliate is included in segment assets and was approximately $110.8 million, $101.4 million, and $98.8 million, at March 31, 2011, 2010, and 2009, respectively.
|
(3)
|
Item is included in segment operating income, but is not included in consolidated operating income.
|
(4)
|
Item is not included in segment operating income, but is included in consolidated operating income.
|
Geographic Data
|
||||||||||||
Sales and Other Operating Revenues
|
||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
United States
|
$ | 340,313 | $ | 305,390 | $ | 370,182 | ||||||
Belgium
|
345,774 | 469,067 | 527,807 | |||||||||
Germany
|
267,087 | 199,768 | 187,957 | |||||||||
All other countries
|
1,618,353 | 1,517,513 | 1,468,713 | |||||||||
Consolidated total
|
$ | 2,571,527 | $ | 2,491,738 | $ | 2,554,659 |
Long-Lived Assets
|
||||||||||||
Fiscal Year Ended March 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
United States
|
$ | 91,760 | $ | 103,548 | $ | 96,667 | ||||||
Brazil
|
141,535 | 156,961 | 158,591 | |||||||||
Mozambique
|
53,854 | 50,045 | 48,679 | |||||||||
All other countries
|
129,100 | 126,071 | 115,067 | |||||||||
Consolidated total
|
$ | 416,249 | $ | 436,625 | $ | 419,004 |
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||
Fiscal Year Ended March 31, 2011
|
||||||||||||||||
Sales and other operating revenues
|
$ | 538,916 | $ | 664,188 | $ | 688,208 | $ | 680,215 | ||||||||
Gross profit
|
102,237 | 133,274 | 154,044 | 118,778 | ||||||||||||
Net income
|
24,418 | 53,783 | 57,585 | 28,764 | ||||||||||||
Net income attributable to Universal Corporation
|
25,320 | 51,831 | 52,298 | 27,116 | ||||||||||||
Earnings available to Universal Corporation common shareholders
|
||||||||||||||||
after dividends on convertible perpetual preferred stock
|
21,608 | 48,118 | 48,586 | 23,403 | ||||||||||||
Earnings per share attributable to Universal Corporation
|
||||||||||||||||
common shareholders:
|
||||||||||||||||
Basic
|
0.89 | 2.00 | 2.05 | 1.00 | ||||||||||||
Diluted
|
0.87 | 1.78 | 1.82 | 0.95 | ||||||||||||
Cash dividends declared per share of convertible perpetual
|
||||||||||||||||
preferred stock
|
16.88 | 16.87 | 16.88 | 16.87 | ||||||||||||
Cash dividends declared per share of common stock
|
0.47 | 0.47 | 0.48 | 0.48 | ||||||||||||
Market price range of common stock:
|
||||||||||||||||
High
|
55.92 | 44.82 | 43.34 | 43.72 | ||||||||||||
Low
|
38.38 | 35.44 | 37.05 | 37.74 | ||||||||||||
Fiscal Year Ended March 31, 2010
|
||||||||||||||||
Sales and other operating revenues
|
$ | 616,112 | $ | 647,918 | $ | 661,205 | $ | 566,503 | ||||||||
Gross profit
|
139,364 | 147,343 | 144,664 | 110,894 | ||||||||||||
Net income
|
43,804 | 54,672 | 48,474 | 23,395 | ||||||||||||
Net income attributable to Universal Corporation
|
43,745 | 52,515 | 45,696 | 26,441 | ||||||||||||
Earnings available to Universal Corporation common shareholders
|
||||||||||||||||
after dividends on convertible perpetual preferred stock
|
40,033 | 48,802 | 41,984 | 22,728 | ||||||||||||
Earnings per share attributable to Universal Corporation
|
||||||||||||||||
common shareholders:
|
||||||||||||||||
Basic
|
1.60 | 1.97 | 1.70 | 0.93 | ||||||||||||
Diluted
|
1.47 | 1.77 | 1.54 | 0.90 | ||||||||||||
Cash dividends declared per share of convertible perpetual
|
||||||||||||||||
preferred stock
|
16.88 | 16.87 | 16.88 | 16.87 | ||||||||||||
Cash dividends declared per share of common stock
|
0.46 | 0.46 | 0.47 | 0.47 | ||||||||||||
Market price range of common stock:
|
||||||||||||||||
High
|
38.29 | 44.02 | 49.48 | 55.19 | ||||||||||||
Low
|
29.27 | 33.46 | 41.27 | 45.36 |
Note:
|
Earnings per share amounts for each fiscal year may not equal the total of the four quarterly amounts due to differences in weighted-average outstanding shares for the respective periods and to the fact that the Company’s convertible perpetual preferred stock may be antidilutive for some periods.
|
|
·
|
First Quarter 2011 – restructuring costs of $0.9 million associated with voluntary early retirement offers aimed at reducing costs in the Company’s U.S. operations. The restructuring costs reduced net income attributable to Universal Corporation by approximately $0.6 million and diluted earnings per share by $0.02.
|
|
·
|
Second Quarter 2011 – a $7.4 million reversal of a portion of a charge recorded in fiscal year 2005 to accrue a fine imposed by the European Commission on Deltafina, S.p.A., the Company’s subsidiary in Italy, related to tobacco buying practices in Spain. The reversal reflected a favorable court decision in Deltafina’s appeal of the fine and increased net income attributable to Universal Corporation by $4.8 million and diluted earnings per share by $0.17. The Company also recorded restructuring costs of approximately $2.0 million primarily related to voluntary early retirement offers in the Company’s U.S. operations and voluntary and involuntary separations in various other locations. The restructuring costs reduced net income attributable to Universal Corporation by $1.3 million and diluted earnings per share by $0.05.
|
|
·
|
Third Quarter 2011 – a $19.4 million gain on the assignment of farmer contracts and sale of related assets in Brazil to an operating subsidiary of one of the Company’s major customers. The gain increased net income attributable to Universal Corporation by $12.6 million and diluted earnings per share by $0.44. The Company also recorded restructuring and impairment costs totaling $11.0 million during the quarter. Those costs primarily related to a decision to close the Company’s leaf tobacco processing operations in Canada and sell the assets of the operations, but they also included costs associated with initiatives to restructure and downsize activities at various other locations. The restructuring and impairment costs reduced net income attributable to Universal Corporation by $7.5 million and diluted earnings per share by $0.26.
|
|
·
|
Fourth Quarter 2011 – restructuring and impairment costs totaling $7.5 million. The restructuring costs included pension curtailment and settlement charges related to the termination of a defined benefit pension plan with the closing of the operations in Canada, as well as costs associated with voluntary early retirement offers in the Company’s U.S. operations and voluntary and involuntary separations in various other locations. The restructuring and impairment costs reduced net income attributable to Universal Corporation by $4.8 million and diluted earnings per share by $0.17.
|
Name
|
Position
|
Age
|
||
G. C. Freeman, III
|
Chairman, President and Chief Executive Officer
|
48
|
||
W. K. Brewer
|
Executive Vice President and Chief Operating Officer
|
52
|
||
D. C. Moore
|
|
Senior Vice President and Chief Financial Officer
|
55
|
|
K. M. L. Whelan
|
Vice President and Treasurer
|
64
|
||
P. D. Wigner
|
|
Vice President, General Counsel, Secretary & Chief Compliance Officer
|
42
|
|
W. J. Coronado
|
Vice President
|
57
|
||
R. M. Paul
|
Executive Vice President, Universal Leaf Tobacco Company, Inc.
|
53
|
||
R. M. Peebles
|
|
Vice President and Controller
|
53
|
Plan Category
|
Number of
Securities to Be
Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights
|
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
|
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (1)
|
|||||||||
Equity compensation plans approved by shareholders:
|
||||||||||||
1994 Amended and Restated Stock Option Plan for Non-Employee Directors
|
11,000 | $ | 39.47 | — | ||||||||
1997 Executive Stock Plan
|
4,000 | 35.81 | — | |||||||||
2002 Executive Stock Plan
|
458,393 | 53.43 | 127,099 | (2) | ||||||||
2007 Stock Incentive Plan
|
828,146 | 40.47 | 1,279,033 | (3) | ||||||||
Equity compensation plans not approved by shareholders (4)
|
— | — | — | |||||||||
Total
|
1,301,539 | $ | 45.01 | 1,406,132 |
|
(1)
|
Amounts exclude any securities to be issued upon exercise of outstanding options, warrants, and rights.
|
|
(2)
|
The 2002 Executive Stock Plan permits grants of stock options and stock appreciation rights, and awards of common stock, restricted stock, and phantom stock/restricted stock units. Of the 127,099 shares of common stock remaining available for future issuance under that plan, none are available for awards of common stock or restricted stock.
|
|
(3)
|
The 2007 Stock Incentive Plan permits grants of stock options and stock appreciation rights, and awards of common stock, restricted stock, and phantom stock/restricted stock units. Of the 1,279,033 shares of common stock remaining available for future issuance under that plan, 170,925 shares are available for awards of common stock, restricted stock units, or restricted stock.
|
|
(4)
|
All of the Company’s equity compensation plans have been approved by shareholders.
|
(a)
|
The following are filed as part of this Annual Report:
|
|
1.
|
Financial Statements
.
|
|
2.
|
Financial Statement Schedules
.
|
|
3.
|
Exhibits
. The exhibits are listed in the Exhibit Index immediately following the signature pages to this Annual Report.
|
(b)
|
Exhibits
|
Description
|
Balance at
Beginning
of Period
|
Net
Additions
(Reversals)
Charged
to Expense
|
Additions
Charged
to Other
Accounts
|
Deductions
(a)
|
Balance
at End
of Period
|
|||||||||||||||
(in thousands of dollars)
|
||||||||||||||||||||
Fiscal Year Ended March 31, 2009
|
||||||||||||||||||||
Allowance for doubtful accounts (deducted from accounts receivable and other noncurrent assets)
|
$ | 7,920 | $ | (913 | ) | $ | — | $ | (970 | ) | $ | 6,037 | ||||||||
Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets)
|
21,585 | 26,908 | — | (20,329 | ) | 28,164 | ||||||||||||||
Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets)
|
4,648 | 8,871 | — | (1,262 | ) | 12,257 | ||||||||||||||
Fiscal Year Ended March 31, 2010
|
||||||||||||||||||||
Allowance for doubtful accounts (deducted from accounts receivable and other noncurrent assets)
|
$ | 6,037 | $ | 697 | $ | — | $ | 123 | $ | 6,857 | ||||||||||
Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets)
|
28,164 | 18,514 | — | 9,565 | 56,243 | |||||||||||||||
Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets)
|
12,257 | 3,174 | — | 2,162 | 17,593 | |||||||||||||||
Fiscal Year Ended March 31, 2011
|
||||||||||||||||||||
Allowance for doubtful accounts (deducted from accounts receivable and other noncurrent assets)
|
$ | 6,857 | $ | (681 | ) | $ | — | $ | (573 | ) | $ | 5,603 | ||||||||
Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets)
|
56,243 | 18,666 | — | 29 | 74,938 | |||||||||||||||
Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets)
|
17,593 | 3,785 | — | 748 | 22,126 |
(a)
|
Includes direct write-offs of assets and currency remeasurement.
|
UNIVERSAL CORPORATION
|
||
May 26, 2011
|
||
By:
|
/s/ GEORGE C. FREEMAN, III
|
|
George C. Freeman, III
|
||
Chairman, President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ GEORGE C. FREEMAN, III
|
|
Chairman, President, Chief Executive Officer, and Director
|
May 26, 2011
|
|
George C. Freeman, III
|
(Principal Executive Officer)
|
|||
/s/ DAVID C. MOORE
|
|
Senior Vice President and Chief Financial Officer
|
May 26, 2011
|
|
David C. Moore
|
(Principal Financial Officer)
|
|||
/s/ ROBERT M. PEEBLES
|
|
Vice President and Controller
|
May 26, 2011
|
|
Robert M. Peebles
|
(Principal Accounting Officer)
|
|||
/s/ JOHN B. ADAMS, JR.
|
|
Director
|
May 26, 2011
|
|
John B. Adams, Jr.
|
||||
/s/ CHESTER A. CROCKER
|
|
Director
|
May 26, 2011
|
|
Chester A. Crocker
|
||||
/s/ CHARLES H. FOSTER, JR.
|
|
Director
|
May 26, 2011
|
|
Charles H. Foster, Jr.
|
||||
|
||||
/s/ THOMAS H. JOHNSON
|
Director
|
May 26, 2011
|
||
Thomas H. Johnson
|
||||
/s/ EDDIE N. MOORE, JR.
|
|
Director
|
May 26, 2011
|
|
Eddie N. Moore, Jr.
|
||||
/s/ JEREMIAH J. SHEEHAN
|
Director
|
May 26, 2011
|
||
Jeremiah J. Sheehan
|
Signature
|
Title
|
Date
|
||
/s/ ROBERT C. SLEDD
|
Director
|
May 26, 2011
|
||
Robert C. Sledd
|
||||
/s/ HUBERT R. STALLARD
|
|
Director
|
May 26, 2011
|
|
Hubert R. Stallard
|
||||
/s/ DR. EUGENE P. TRANI
|
|
Director
|
May 26, 2011
|
|
Dr. Eugene P. Trani
|
3.1
|
Amended and Restated Articles of Incorporation, effective August 30, 2007 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K Registration Statement filed September 6, 2007, File No. 001-00652).
|
|
3.2
|
Amended and Restated Bylaws (as of August 3, 2010) (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated August 3, 2010, File No. 001-00652).
|
|
4.1
|
Indenture between the Registrant and Chemical Bank, as trustee (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated February 25, 1991, File No. 001-00652).
|
|
4.2
|
Specimen Common Stock Certificate (incorporated herein by reference to the Registrant’s Amendment No. 1 to Registrant’s Form 8-A Registration Statement, dated May 7, 1999, File No. 001-00652).
|
|
4.3
|
Form of Fixed Rate Note due September 26, 2012 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated September 26, 2002, File No. 001-00652).
|
|
4.4
|
Form of Fixed Rate Note due December 1, 2014 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated November 20, 2009, File No. 001-00652).
|
|
The Registrant, by signing this Report on Form 10-K, agrees to furnish the Securities and Exchange Commission, upon its request, a copy of any instrument which defines the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries, and for any unconsolidated subsidiaries for which financial statements are required to be filed, and that authorizes a total amount of securities not in excess of 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis.
|
||
10.1
|
Universal Corporation Restricted Stock Plan for Non-Employee Directors (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1991, File No. 001-00652).
|
|
10.2
|
Form of Universal Leaf Tobacco Company, Incorporated Executive Life Insurance Agreement (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1994, File No. 001-00652).
|
|
10.3
|
Universal Leaf Tobacco Company, Incorporated Deferred Income Plan (incorporated herein by reference to the Registrant’s Report on Form 8, dated February 8, 1991, File No. 001-00652).
|
|
10.4
|
Universal Leaf Tobacco Company, Incorporated Benefit Replacement Plan (incorporated herein by reference to the Registrant’s Report on Form 8, dated February 8, 1991, File No. 001-00652).
|
|
10.5
|
Universal Leaf Tobacco Company, Incorporated 1994 Benefit Replacement Plan (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1994, File No. 001-00652).
|
|
10.6
|
Universal Leaf Tobacco Company, Incorporated 1996 Benefit Restoration Plan (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998, File No. 001-00652).
|
|
10.7
|
Form of Universal Corporation 1994 Stock Option and Equity Accumulation Agreement (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1994, File No. 001-00652).
|
|
10.8
|
Universal Corporation 1994 Amended and Restated Stock Option Plan for Non-Employee Directors dated October 27, 2003 (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003, File No. 001-00652).
|
10.9
|
Form of Universal Corporation Non-Employee Director Non-Qualified Stock Option Agreement (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000, File No. 001-00652).
|
|
10.10
|
Form of Universal Corporation 1997 Stock Option and Equity Accumulation Agreement, with Schedule of Grants to named executive officers (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 001-00652).
|
|
10.11
|
Form of Universal Corporation 1999 Stock Option and Equity Accumulation Agreement, with Schedule of Grants to Executive Officers (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 001-00652).
|
|
10.12
|
Form of Amendment to Stock Option and Equity Accumulation Agreements dated December 31, 1999 (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 001-00652).
|
|
10.13
|
Form of Universal Corporation 2000 Special Non-Qualified Stock Option Agreement, with Schedule of Grants and Exercise Loans to named executive officers (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2000, File No. 001-00652).
|
|
10.14
|
Form of Amendment to Stock Option and Equity Accumulation Agreements dated March 15, 1999 (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 001-00652).
|
|
10.15
|
Form of Amendment to Stock Option and Equity Accumulation Agreements dated December 8, 2000 (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 001-00652).
|
|
10.16
|
Form of Amendment to Stock Option and Equity Accumulation Agreements dated June 11, 2001 (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 001-00652).
|
|
10.17
|
Form of Amendment to Non-Qualified Stock Option Agreements dated June 11, 2001 (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 001-00652).
|
|
10.18
|
Form of Amendment to 2000 Special Non-Qualified Stock Option Agreements dated June 15, 2001 (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2001, File No. 001-00652).
|
|
10.19
|
Form of 2001 Non-Qualified Stock Option Agreement, with Schedule of Grants to Executive Officers (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, File No. 001-00652).
|
|
10.20
|
Form of 2002 Stock Option and Equity Accumulation Agreement, with Schedule of Grants to Executive Officers (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, File No. 001-00652).
|
|
10.21
|
Form of 2002 Non-Qualified Stock Option Agreement, with Schedule of Grants to Executive Officers (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, File No. 001-00652).
|
|
10.22
|
Form of 2005 Non-Qualified Stock Option Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed June 9, 2005, File No. 001-00652).
|
|
10.23
|
Universal Leaf Tobacco Company, Incorporated 1994 Deferred Income Plan, amended and restated as of September 1, 1998 (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 001-00652).
|
10.24
|
Universal Corporation Outside Directors’ Deferred Income Plan, restated as of October 1, 1998 (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, File No. 001-00652).
|
|
10.25
|
Form of Universal Corporation 1997 Restricted Stock Agreement with Schedule of Awards to named executive officers (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 1997, File No. 001-00652).
|
|
10.26
|
Revised Form of Universal Corporation Non-Employee Director Restricted Stock Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated June 9, 2010, File No. 001-00652).
|
|
10.27
|
Form Change of Control Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed November 10, 2008, File No. 001-00652).
|
|
10.28
|
Universal Corporation Director’s Charitable Award Program (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 1998, File No. 001-00652).
|
|
10.29
|
Universal Corporation 1997 Executive Stock Plan, as amended on August 7, 2003 (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, File No. 001-00652).
|
|
10.30
|
Universal Corporation 2002 Executive Stock Plan, as amended on August 7, 2003 (incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, file no. 001-00652).
|
|
10.31
|
Credit Agreement dated as of August 31, 2007, among the Registrant, or Borrower; certain domestic subsidiaries of the Borrower as may from time to time become a party thereto, as Guarantors; the banks named therein and other financial institutions as may become a party thereto, as Lenders; and Wachovia Bank, National Association, as Administrative Agent (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed September 3, 2007, File No. 001-00652).
|
|
10.32
|
Form of Restricted Stock Units Award Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed June 1, 2006, File No. 001-00652).
|
|
10.33
|
Form of Restricted Stock Units Award Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed November 10, 2008, File No. 001-00652).
|
|
10.34
|
Form of Stock Appreciation Rights Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed June 1, 2006, File No. 001-00652).
|
|
10.35
|
Form Stock Appreciation Rights Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed May 28, 2008, File No. 001-00652).
|
|
10.36
|
Form Performance Share Award Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed June 3, 2008, File No. 001-00652).
|
|
10.37
|
Form Restricted Stock Unit Award Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed June 3, 2008, File No. 001-00652).
|
|
10.38
|
Form Stock Appreciation Rights Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed June 3, 2008, File No. 001-00652).
|
|
10.39
|
Form Performance Share Award Agreement (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed March 23, 2009, File No. 001-00652).
|
10.40
|
Purchase and Sale Agreement, dated July 6, 2006, by and between the Registrant, Deli Universal, Inc., NVDU Acquisition B.V., and N.V. Deli Universal (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed July 11, 2006, File No. 001-00652).
|
|
10.41
|
Form of Amended Employee Grantor Trust Enrollment Agreement dated December 29, 2006, between Universal Leaf Tobacco Company, Incorporated and named executive officers (Allen B. King, George C. Freeman, III, and Hartwell H. Roper) (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed January 5, 2007, File No. 001-00652).
|
|
10.42
|
Universal Corporation 2007 Stock Incentive Plan dated August 7, 2007 (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007, File No. 001-00652).
|
|
10.43
|
Universal Corporation Executive Officer Annual Incentive Plan, as amended (incorporated herein by reference to the Registrant's definitive proxy statement filed June 25, 2009, File No. 001-00652).
|
|
10.44
|
Form of Universal Corporation 2010 Restricted Stock Agreement with Schedule of Awards to named executive officers (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2010, File No. 001-00652).
|
|
10.45
|
Form of Universal Corporation Stock Appreciation Rights Agreement for executive officers (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2010, File No. 001-00652).
|
|
10.46
|
Form of Universal Corporation Performance Share Award Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2010, File No. 001-00652).
|
|
10.47
|
Universal Leaf Tobacco Company, Incorporated Deferred Income Plan III, amended and restated as of December 31, 2008 (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2010, File No. 001-00652).
|
|
10.48
|
Universal Corporation Outside Directors' Deferred Income Plan III, amended and restated as of December 31, 2008, and amended as of February 1, 2010 (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the year ended March 31, 2010, File No. 001-00652).
|
|
10.49
|
Form of Universal Corporation 2011 Restricted Stock Units Agreement.*
|
|
10.50
|
Form of Universal Corporation Stock Appreciation Rights Agreement for executive officers.*
|
|
10.51
|
Form of Universal Corporation Performance Share Award Agreement.*
|
|
10.52
|
Plea Agreement between Universal Leaf Tobacos Ltda., Universal Corporation and the United States Department of Justice (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed August 6, 2010, File No. 001-00652).
|
|
10.53
|
Non-Prosecution Agreement between Universal Corporation and the United States Department of Justice (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed August 6, 2010, File No. 001-00652).
|
|
10.54
|
Consent of Defendant Universal Corporation and Final Judgment as to Defendant Universal Corporation (incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed August 6, 2010, File No. 001-00652).
|
12
|
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preference Dividends.*
|
|
21
|
Subsidiaries of the Registrant.*
|
|
23
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
|
32.1
|
Statement of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.*
|
|
32.2
|
Statement of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.*
|
|
101
|
Interactive Data File (Annual Report on Form 10-K, for the fiscal year ended March 31, 2011, furnished in XBRL (eXtensible Business Reporting Language)).
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for each of the three years ended March 31, 2011, 2010 and 2009, (ii) the Consolidated Balance Sheets at March 31, 2011 and 2010, (iii) the Consolidated Statement of Cash Flows for each of the three years ended March 31, 2011, 2010 and 2009, (iv) the Consolidated Statement of Shareholders’ Equity for each of the three years ended March 31, 2011, 2010 and 20098, (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and (vi) Schedule II - Valuation and Qualifying Accounts, tagged as blocks of text. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
||
*
|
Filed herewith.
|
UNIVERSAL CORPORATION
|
|||
By:
|
|||
PARTICIPANT
|
|||
|
UNIVERSAL CORPORATION
|
EXECUTIVE
|
|||
By:
|
||||
Title:
|
|
(a)
|
Except in the case of death, Disability or Retirement, the Participant must be employed by the Company or an Affiliate on the last day of the performance period, and shall have no right with respect to any Award or a portion thereof, until such Award vests in accordance with Section 4.
|
|
(b)
|
Unless the Participant pays to the Company in cash (or provides for the payment of) the withholding taxes on the income realized from the payment for Performance Shares prior to or at the time of the date of payment, the Company shall withhold from the shares of Common Stock payable to the Participant the number of shares of Common Stock which on the payment date have a fair market value that equals the amount of taxes required to be withheld by the Company.
|
|
(c)
|
If the Committee determines, in its sole discretion, that a Participant at any time has willfully engaged in any activity that the Committee determines was or is harmful to the Company, then the Committee may cause any unpaid pending Award to be forfeited in part or in whole. In the event of a material restatement of financial statements, the Committee may cause this Award to be forfeited or the Company may seek a recoupment of payments made under this Award. In addition, the Committee may cause this Award to be forfeited or the Company may seek a recoupment of payments made under this Award in the event of the Participant’s ethical misconduct. In addition, this Award shall be subject to any recoupment policy the Company may adopt to conform to the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other applicable law.
|
|
(d)
|
Fractional shares of Common Stock shall not be issuable hereunder upon payment, and when any provision hereof may entitle the Participant to a fractional share, such fraction shall be disregarded.
|
|
1.
|
The adjusted diluted earnings per share for
each fiscal year in the Performance Period
will be determined as follows:
|
|
a.
|
Earnings from continuing operations available to common shareholders; plus
|
|
b.
|
Adjustment to exclude the after-tax effect of restructuring and impairment costs reported as a separate line in the Company’s consolidated statement of income; plus
|
|
c.
|
Adjustment to exclude the after-tax effect of expense recognized during the fiscal year for Annual Incentive Plan compensation applicable to officers of Universal Leaf Tobacco Co., Inc. who received grants of equity awards during the year under the Company’s shareholder-approved stock compensation plans, equals
|
|
d.
|
Adjusted earnings from continuing operations available to common shareholders; divided by
|
|
e.
|
Weighted-average diluted common shares for the fiscal year; equals
|
|
f.
|
Adjusted diluted earnings per share for the fiscal year.
|
|
2.
|
The average, adjusted earnings per share (“EPS”)
for the Performance Period
will be determined by dividing the sum of the adjusted earnings per share amounts for each fiscal year in the Performance Period by the number of fiscal years in the Performance Period.
|
Fiscal Year Ended March 31,
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
(in thousands, except for ratios)
|
||||||||||||||||||||
Earnings
|
||||||||||||||||||||
Pretax income from continuing operations before equity in pretax earnings (loss) of unconsolidated affiliates
|
$ | 234,265 | $ | 234,252 | $ | 176,606 | $ | 166,782 | $ | 120,642 | ||||||||||
Fixed charges (net of interest capitalized)
|
27,845 | 29,226 | 40,797 | 48,014 | 59,376 | |||||||||||||||
Distribution of earnings from unconsolidated affiliates
|
— | 11,983 | 8,680 | 9,189 | 7,878 | |||||||||||||||
Total Earnings
|
$ | 262,110 | $ | 275,461 | $ | 226,083 | $ | 223,985 | $ | 187,896 | ||||||||||
Fixed Charges and Preference Dividends
|
||||||||||||||||||||
Interest expense
|
$ | 23,058 | $ | 24,210 | $ | 35,631 | $ | 41,908 | $ | 53,794 | ||||||||||
Interest capitalized
|
— | — | — | — | — | |||||||||||||||
Amortization of premiums, discounts, and debt issuance costs
|
1,260 | 1,837 | 948 | 1,767 | 1,697 | |||||||||||||||
Interest component of rent expense
|
3,527 | 3,179 | 4,218 | 4,339 | 3,885 | |||||||||||||||
Total Fixed Charges
|
27,845 | 29,226 | 40,797 | 48,014 | 59,376 | |||||||||||||||
Dividends on convertible perpetual preferred stock (pretax)
|
22,846 | 22,846 | 22,846 | 22,846 | 22,592 | |||||||||||||||
Total Fixed Charges and Preference Dividends
|
$ | 50,691 | $ | 52,072 | $ | 63,643 | $ | 70,860 | $ | 81,968 | ||||||||||
Ratio of Earnings to Fixed Charges
|
9.41 | 9.43 | 5.54 | 4.66 | 3.16 | |||||||||||||||
Ratio of Earnings to Combined Fixed Charges and
Preference Dividends
|
5.17 | 5.29 | 3.55 | 3.16 | 2.29 |
EXHIBIT 21
|
||
SUBSIDIARIES OF THE REGISTRANT
|
||
Organized under law of
|
||
UNIVERSAL CORPORATION
|
Virginia
|
|
Baikam Co. Ltd
|
Thailand
|
|
Beleggings-en Beheermaatschappij "De Amstel" B. V.
|
Netherlands
|
|
Blending Services International, Inc.
|
Virginia
|
|
CA Bautz GmbH
|
Germany
|
|
Casa Export, Limited
|
Virginia
|
|
Casalee-Transtobac (Pvt) Ltd.
|
Zimbabwe
|
|
CATSCO, Inc.
|
British Virgin Isles
|
|
Continental Tobacco S.A.
|
Switzerland
|
|
Deli Universal, Inc.
|
Virginia
|
|
Deli-HTL Tabak Maatschappij B. V.
|
Netherlands
|
|
Deltafina, S.p.A.
|
Italy
|
|
Deutsch-holandische Tabakgesellschaft mbH
|
Germany
|
|
Ermor Tabarama-Tabacos do Brasil Ltda.
|
Brazil
|
|
Gebrueder Kulenkampff GmbH
|
Germany
|
|
Global Laboratory Services, Inc.
|
Virginia
|
|
Harkema Services, Inc.
|
Virginia
|
|
Indoco International B.V.
|
Netherlands
|
|
Industria AG
|
Switzerland
|
|
Inetab-Kaubeck, C. por A.
|
Dominican Republic
|
|
Itofina, S.A.
|
Switzerland
|
|
L’Agricola, S.r.L.
|
Italy
|
|
Lancaster Leaf Tobacco Company of Pennsylvania, Inc.
|
Virginia
|
|
Limbe Leaf Tobacco Company Limited
|
Malawi
|
|
Mozambique Leaf Tobacco Import & Export Limitada
|
Mozambique
|
|
Simcoe Leaf Tobacco Company Limited
|
Canada
|
|
Tabacalera San Fernando S.R.L.
|
Paraguay
|
|
Tabacos Del Pacifico Norte, S.A. De C.V.
|
Mexico
|
|
TAES, S.L.
|
Spain
|
|
Tanzania Leaf Tobacco Co., Ltd
|
Tanzania
|
|
Tanzania Tobacco Processors Ltd.
|
Tanzania
|
|
Tobacco Trading International, Inc.
|
British Virgin Isles
|
|
Toutiana, S.A.
|
Switzerland
|
|
Uganda Leaf Tobacco Co. Limited
|
Uganda
|
|
ULT Hungary Limited
|
Hungary
|
|
Ultoco, S.A.
|
Switzerland
|
|
Universal Finance B.V.
|
Netherlands
|
|
Universal Leaf (Asia) Pte Ltd.
|
Singapore
|
|
Universal Leaf Aviation and Logistics (Pty) Limited
|
South Africa
|
|
Universal Leaf North America U. S., Inc.
|
North Carolina
|
|
Universal Leaf Philippines Inc.
|
Philippines
|
|
Universal Leaf South Africa (Pty) Limited
|
South Africa
|
|
Universal Leaf Tabacos Ltda.
|
Brazil
|
|
Universal Leaf Tabacos S. A.
|
Argentina
|
|
Universal Leaf Tobacco Company, Inc.
|
Virginia
|
|
Universal Leaf Tobacco Poland Sp. z.o.o.
|
Poland
|
|
Zambia Leaf Tobacco Co., Ltd.
|
Zambia
|
Registration Statement Number
|
Description
|
|
33-56719
|
Form S-8
|
|
333-39297
|
Form S-8
|
|
333-43522
|
Form S-3
|
|
333-101825
|
Form S-8
|
|
333-103155
|
Form S-3
|
|
333-130061
|
Form S-3
|
|
333-145205
|
Form S-8
|
|
333-155639
|
|
Form S-3
|
|
1.
|
I have reviewed this annual report on Form 10-K of Universal Corporation for the period ended March 31, 2011;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 26, 2011
|
||
/s/ George C. Freeman, III
|
||
George C. Freeman, III
|
||
Chairman, President and Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K of Universal Corporation for the period ended March 31, 2011;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 26, 2011
|
||
/s/ David C. Moore
|
||
David C. Moore
|
||
Senior Vice President and
|
||
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 26, 2011
|
/s/ George C. Freeman, III
|
|
George C. Freeman, III
|
||
Chairman, President, and Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: May 26, 2011
|
/s/ David C. Moore
|
|
David C. Moore
|
||
Senior Vice President and Chief Financial Officer
|