UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the Period Ended March 31, 2002
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OR
[_] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the Transition Period From _____________ to _____________
Commission file number 1-652
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UNIVERSAL CORPORATION
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(Exact name of Registrant as specified in its charter)
VIRGINIA 54-0414210
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1501 North Hamilton Street, Richmond, Virginia 23230
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code - (804) 359-9311
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No ________
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Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock as of the latest practicable date:
Common Stock, No par value - 26,167,983 shares outstanding as of May 2, 2002
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Universal Corporation and Subsidiaries
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
Three and Nine Months Ended March 31, 2002 and 2001
(In thousands of dollars, except per share data)
THREE MONTHS NINE MONTHS
2002 2001 2002 2001
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Sales and other operating revenues $ 547,073 $ 756,168 $ 1,907,725 $ 2,401,995
Costs and expenses
Cost of goods sold 419,996 615,536 1,530,497 2,016,183
Selling, general and administrative expenses 68,861 66,542 203,867 196,631
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Operating Income 58,216 74,090 173,361 189,181
Equity in pretax earnings of unconsolidated
affiliates 8,168 3,720 9,711 5,592
Interest expense 11,577 14,982 37,495 47,090
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Income before income taxes and other items 54,807 62,828 145,577 147,683
Income taxes 19,182 22,618 50,952 53,166
Minority interests 2,511 4,343 4,091 5,823
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Net Income $ 33,114 $ 35,867 $ 90,534 $ 88,694
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Earnings per common share $ 1.26 $ 1.32 $ 3.39 $ 3.22
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Diluted earnings per share $ 1.26 $ 1.31 $ 3.38 $ 3.20
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Retained earnings - beginning of period $ 540,546 $ 499,490
Net income 90,534 88,694
Cash dividends declared ($1.00 - 2002, $.95 -
2001) (26,501) (25,504)
Purchase of common stock, net of shares issued (38,242) (32,527)
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Retained earnings - end of period $ 566,337 $ 530,153
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See accompanying notes.
2
Universal Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
March 31, June 30,
2002 2001
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ASSETS
Current
Cash and cash equivalents $ 61,836 $ 109,540
Accounts receivable 248,173 330,146
Advances to suppliers 92,788 66,683
Accounts receivable - unconsolidated affiliates 7,675 3,531
Inventories - at lower of cost or market:
Tobacco 507,136 389,520
Lumber and building products 76,690 78,945
Agri-products 79,558 80,168
Other 22,207 26,176
Prepaid income taxes 12,393 17,683
Deferred income taxes 8,030 8,256
Other current assets 18,252 21,998
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Total current assets 1,134,738 1,132,646
Property, plant and equipment - at cost
Land 26,593 26,523
Buildings 247,281 236,875
Machinery and equipment 545,186 500,505
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819,060 763,903
Less accumulated depreciation 442,181 425,808
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376,879 338,095
Other
Goodwill 117,330 111,341
Other intangibles 10,035 12,191
Investments in unconsolidated affiliates 81,761 78,860
Deferred income taxes 38,795 37,620
Other noncurrent assets 89,838 71,620
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337,759 311,632
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$ 1,849,376 $ 1,782,373
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See accompanying notes.
3
Universal Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
March 31, June 30,
2002 2001
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current
Notes payable and overdrafts $ 175,840 $ 190,776
Accounts payable 249,239 241,607
Accounts payable - unconsolidated affiliates 2,720 4,967
Customer advances and deposits 92,218 96,166
Accrued compensation 18,463 22,020
Income taxes payable 37,522 23,789
Current portion of long-term obligations 120,335 2,440
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Total current liabilities 696,337 581,765
Long-term obligations 434,270 515,349
Postretirement benefits other than pensions 39,213 39,088
Other long-term liabilities 75,017 59,351
Deferred income taxes 2,581 6,380
Minority interests 27,883 28,311
Shareholders' equity
Preferred stock, no par value, authorized 5,000,000
shares none issued or outstanding
Common stock, no par value, authorized 100,000,000
shares, issued and outstanding 26,194,083 shares
(27,184,663 at June 30, 2001) 84,016 85,582
Retained earnings 566,337 540,546
Accumulated other comprehensive income (76,278) (73,999)
-----------------------------------
Total shareholders' equity 574,075 552,129
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$ 1,849,376 $ 1,782,373
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See accompanying notes.
4
Universal Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended March 31, 2002 and 2001
(In thousands of dollars)
2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 90,534 $ 88,694
Adjustments to reconcile net income to net
cash provided by operating activities 49,000 39,000
Changes in operating assets and liabilities (51,238) (85,753)
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Net cash provided by operating activities 88,296 41,941
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (79,000) (47,300)
Purchase of business, net of cash acquired (14,000) -
Sales of property, plant and equipment - 9,500
------------------------------------
Net cash used in investing activities (93,000) (37,800)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term debt, net (15,000) (114,000)
Repayment of long-term debt - (120,000)
Issuance of long-term debt 38,500 295,000
Purchases of common stock (41,000) (35,100)
Issuance of common stock 1,000 10,000
Dividends paid (26,500) (25,500)
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Net cash provided (used) in financing activities (43,000) 10,400
Net increase (decrease) in cash and cash equivalents (47,704) 14,541
Cash and cash equivalents at beginning of year 109,540 61,395
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 61,836 $ 75,936
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See accompanying notes.
5
Universal Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2002
All figures contained herein are unaudited.
1). Universal Corporation, with its subsidiaries (the "Company"), has seasonal
operations in tobacco, lumber and building products, and agri-products.
Therefore, the results of operations for the quarter and nine-months ended
March 31, 2002, are not necessarily indicative of results to be expected
for the year ending June 30, 2002. All adjustments necessary to state
fairly the results for such periods have been included and were of a normal
recurring nature. Certain amounts in prior year statements have been
reclassified to conform to the current year's presentation.
2). Contingent liabilities: The Company provides guarantees for seasonal
pre-export crop financing for some of its subsidiaries. The Company's
exposure around the world varies seasonally and is affected by the method
of funding working capital and the speed of shipment. In addition, certain
subsidiaries provide guarantees that ensure that value-added taxes will be
repaid if the crops are not exported. At March 31, 2002, total exposure
under guarantees issued for banking facilities of Brazilian farmers was
approximately $67 million. Other contingent liabilities approximate $22
million. The Company considers the possibility of significant loss on any
of these guarantees to be remote. The Company's Brazilian subsidiaries have
been notified by the tax authorities of proposed adjustments to income tax
returns filed in prior years. The total proposed adjustments, including
penalties and interest, approximate $18 million. The Company believes the
Brazilian tax returns filed were in compliance with the applicable tax
code. The numerous proposed adjustments vary in complexity and amount.
While it is not feasible to predict the precise amount or timing of each
proposed adjustment, the Company believes that the ultimate disposition
will not have a material adverse effect on the Company's consolidated
financial position or results of operations.
Although the Company does not expect any significant impact on fiscal year
2002 earnings, if the political situation in Zimbabwe were to deteriorate
significantly, the Company's ability to recover its assets there could be
impaired. The Company's equity in the net assets of its subsidiaries in
Zimbabwe was approximately $45 million at March 31, 2002.
The Company exports tobacco from Argentina through one or more subsidiaries
and the recent government actions there could affect its operations in the
future. The currency devaluation should provide benefits to exporters;
however it, along with evolving governmental policies, could further
jeopardize the value of assets in that country. Company subsidiaries had
approximately $30 million of such assets as of March 31, 2002 before
considering a $4.7 million charge, which was recorded in the Company's
second fiscal quarter. In addition, the Company has $5 million in
peso-denominated liabilities.
6
The Directorate General Competition of the European Commission (DG Comp) is
investigating the buying practices of Spanish tobacco processors with the
stated aim of determining to what extent the tobacco processing companies
have jointly agreed on raw tobacco qualities and prices offered to Spanish
tobacco growers. After conducting an investigation, the Company believes
that Spanish tobacco processors, including the Company's Spanish
subsidiary, Tabacos Espanoles, S.A. ("TAES"), have jointly agreed to the
terms of sale of green tobacco and quantities to be purchased from
associations of farmers and have jointly negotiated with those
associations. TAES is cooperating fully with the DG Comp in its
investigation and believes that there are unusual, mitigating circumstances
peculiar to the highly-structured market for green tobacco in Spain.
Although the fine, if any, that the DG Comp may assess on TAES could be
material to the Company's earnings, the Company is not able to make an
accurate assessment of the amount of any such fine at this time.
3). On July 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 141, "Business Combinations," and No. 142, "Goodwill and
Other Intangible Assets." The adoption of these standards did not have a
material impact on the quarterly consolidated financial position or results
of operations for the Company.
In October 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This
Statement establishes a single accounting model for the impairment or
disposal of long-lived assets. As required by SFAS No. 144, the Company
will adopt this new accounting standard on July 1, 2002. The Company
believes the adoption of SFAS No. 144 will not have a material impact on
its financial statements.
4). During fiscal years 2000 and 2001, the Company adopted restructuring plans
with a total cost of $19.7 million. During the three- and nine-month
periods ended March 31, 2002, the Company made $400 thousand and $4.3
million in cash payments to 46 and 243 employees, respectively. No
additional restructuring costs were recorded during the quarter. The
remaining liability for severance payments as of March 31, 2002, was $2.1
million and will be paid during fiscal years 2002 and 2003.
7
5). The following table sets forth the computation of earnings per share and
diluted earnings per share.
THREE MONTHS NINE MONTHS
Periods ended March 31, 2002 2001 2002 2001
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Net income (in thousands of dollars) $ 33,114 $ 35,867 $ 90,534 $ 88,694
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Denominator for earnings per share:
Weighted average shares 26,303,870 27,267,852 26,683,863 27,586,075
Effect of dilutive securities:
Employee stock options 69,969 163,348 105,956 89,520
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Denominator for diluted earnings per share
26,373,839 27,431,200 26,789,819 27,675,595
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Earnings per share $ 1.26 $ 1.32 $ 3.39 $ 3.22
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Diluted earnings per share $ 1.26 $ 1.31 $ 3.38 $ 3.20
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6). Comprehensive Income:
THREE MONTHS NINE MONTHS
Periods ended March 31, 2002 2001 2002 2001
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(in thousands of dollars)
Net income $ 33,114 $ 35,867 $ 90,534 $ 88,694
Foreign currency translation adjustment (4,464) 10,948 (2,279) 1,022
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Comprehensive income $ 28,650 $ 46,815 $ 88,255 $ 89,716
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8
7). Segments are based on product categories. The Company evaluates
performance based on segment operating income including equity in pretax
earnings of unconsolidated affiliates.
THREE MONTHS NINE MONTHS
Periods ended March 31, 2002 2001 2002 2001
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(in thousands of dollars)
SALES AND OTHER OPERATING REVENUES
Tobacco $ 331,143 $ 522,828 $ 1,197,780 $ 1,683,149
Lumber and building products 120,727 118,882 387,544 371,582
Agri-products 95,203 114,458 322,401 347,264
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Consolidated total $ 547,073 $ 756,168 $ 1,907,725 $ 2,401,995
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OPERATING INCOME
Tobacco $ 63,792 $ 75,734 $ 169,797 $ 180,925
Lumber and building products 4,714 4,181 18,407 17,931
Agri-products 2,985 3,663 10,313 11,473
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Total 71,491 83,578 198,517 210,329
Less:
Corporate expenses 5,107 5,768 15,445 15,556
Equity in pretax earnings of
unconsolidated affiliates 8,168 3,720 9,711 5,592
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Consolidated total $ 58,216 $ 74,090 $ 173,361 $ 189,181
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8). Depreciation and amortization for the three- and nine-month periods are as
follows:
THREE MONTHS NINE MONTHS
Periods ended March 31, 2002 2001 2002 2001
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(in thousands of dollars)
Depreciation $ 13,326 $ 11,416 $ 36,803 $ 32,534
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Amortization $ 1,192 $ 1,880 $ 3,745 $ 5,720
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9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
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Working capital at March 31, 2002, was $438 million compared to $551 million at
June 30, 2001. The decrease in working capital was the result of an increase in
current liabilities of $115 million, primarily due to the reclassification of
maturing debt to current liabilities. In the United States, tobacco working
capital needs are normally at their lowest point at June 30. Tobacco inventories
increase during the nine-month period in Africa and the United States, as
tobacco is purchased from farmers and at auction. The purchased tobacco is
financed with cash, notes payable and customer deposits. The mix of notes
payable and customer advances is dependent upon both the Company's and its
customers' borrowing capabilities, interest rates, and exchange rates. The
Company does not purchase material quantities of tobacco on a speculative basis;
thus the increase in inventory represents primarily tobacco that has been
committed to customers.
Generally, the Company's international tobacco operations conduct business in
U.S. dollars, thereby limiting foreign exchange risk to local production and
overhead costs. Agri-product and lumber operations enter into foreign exchange
contracts to hedge firm purchase and sales commitments for terms of less than
six months. Interest rate risk is limited because customers in the tobacco
business usually pre-finance purchases or pay market rates of interest for
inventory purchased for their accounts.
On October 23, 2001, the Board of Directors increased the Company's authority to
repurchase its common shares by $150 million. The purchase programs, which began
in 1998, provide for purchases of up to $450 million worth of the Company's
common stock. As of March 31, 2002, the Company had purchased, pursuant to these
programs, an aggregate of 10.5 million shares of Universal common stock for
approximately $293 million.
On April 11, 2002, the Company entered into $295 million in new revolving credit
facilities. The facilities replaced those totaling $225 million, which the
Company terminated on that date. These facilities are intended to support
short-term borrowings, including the issuance of commercial paper. Under its
terms, each facility may be extended to, or matures on April 11, 2004.
On December 28, 2001, one of the Company's subsidiaries entered into a secured,
multi-draw, $75 million term loan facility. This financing was put in place to
fund the previously announced construction of a new factory in Nash County,
North Carolina and the upgrade of an existing plant in Danville, Virginia. The
facility is guaranteed by the Company and is secured by assets of the projects.
It matures on December 28, 2007, and under some conditions, the subsidiary can
exercise an extension option for an additional four years. The Company had
borrowed $30 million under the loan facility as of March 31, 2002. Long-term
obligations decreased during the nine months due to the reclassification of $120
million in maturing debt to current liabilities.
10
Management believes that the liquidity and capital resources of the Company at
March 31, 2002, remain adequate to support the Company's foreseeable operating
needs.
Results of Operations
---------------------
`Sales and Other Operating Revenues' decreased $209 million or 28% in the third
quarter of fiscal year 2002 and $494 million for the nine-month period ending
March 31, 2002. In the quarter, tobacco revenues were down by $192 million; and
agri-products revenues decreased by $19 million. Last year's revenue included
the value of tobacco purchased at auction in the United States; a number of U.S.
manufacturers are now purchasing tobacco directly from farmers. Revenue for the
third quarter of fiscal year 2002 also reflects smaller crops in Africa and
Brazil this year as well as differences in shipment timing. Agri-products
revenues have declined due to weaknesses in the tea and rubber markets.
Fiscal year 2002 segment operating income in the third quarter and nine-month
period decreased by $12 million, compared to the same period last year. Tobacco
earnings for the quarter were $12 million lower than the prior year's third
quarter and $11 million lower than the prior year's nine-month period. Tobacco
results were lower in the quarter primarily due to a significant decline in
shipments from Zimbabwe compared to last year's third quarter and the continuing
impact of higher costs and the change in the marketing system in the United
States. Zimbabwe's crop was smaller this year and shipments to customers last
year were more concentrated in the third and fourth quarters. For the nine-month
period, shipments from Africa were ahead of last year's pace with larger volumes
from Malawi compensating for the lower shipments from Zimbabwe. Volumes from
Brazil's smaller crop were also lower in the quarter but are up for the
nine-month period due to strong shipments in the first half of the year.
Oriental leaf volumes were higher in both periods while lower cigar filler sales
reduced dark tobacco results for the quarter and the nine months.
In the non-tobacco area, lumber and building products operations continue to
perform well despite declines in the euro exchange rate compared to last year
and despite signs of a significant drop in construction activity in the
Netherlands. Agri-products results continued to suffer from unfavorable market
conditions for rubber, sunflower seeds and tea.
Interest expense decreased for the quarter and nine-month period due to lower
interest rates and lower borrowing levels. The Company's estimated effective tax
rate in fiscal year 2002 declined slightly from the prior year's annual rate to
35%.
The economic, financial and political situation in Argentina remains chaotic,
and it is unclear at this time how future developments there might affect the
value of the Company's Argentine assets. However, at this time, management's
best estimate is for net earnings of about $100 million for the full fiscal
year.
11
Critical Accounting Estimates and Assumptions
In preparing the financial statements in accordance with generally accepted
accounting principles (GAAP), management is required to make estimates and
assumptions that have an impact on the assets, liabilities, revenue, and expense
amounts reported. These estimates can also affect supplemental information
disclosures of the Company, including information about contingencies, risk, and
financial condition. The Company believes, given current facts and
circumstances, its estimates and assumptions are reasonable, adhere to generally
accepted accounting principles, and are consistently applied. The Company's most
critical accounting estimates and assumptions are in the following areas:
Inventories
The Company writes down inventory for changes in market value based
upon assumptions related to future demand and market conditions. If actual
demand or market conditions are less favorable that those projected by
management, additional inventory write downs may be required.
Intangible Assets
The Company reviews the carrying value of goodwill annually utilizing a
discounted cash flow model. Changes in estimates of future cash flows caused by
items such as unforeseen events or changes in market conditions, could result in
an impairment charge.
Income Taxes
The Company, through its subsidiaries, is subject to the tax laws of
many jurisdiction. The Company is subject to a tax audit in each of these
jurisdictions, which could result in changes to the estimated taxes. In
addition, the Company makes assumptions regarding the future utilization of
foreign tax credits, alternative minimum tax credits and tax loss carryforward.
These assumptions could be affected by changes in future taxable income and its
sources and changes in US or foreign tax laws or rates. The effective tax rate
for the Company could be impacted by changes in these assumptions.
Pension Plans and Post Retirement Benefits
Pension and other post-retirement plans' costs require the use of
assumptions for discount rates, investment returns, projected salary increases
and benefits, mortality rates, and health care cost trend rates. The actuarial
assumptions used in the Company's pension reporting are reviewed annually and
compared with external benchmarks to ensure that they accurately account for the
Company's future pension obligations. See note 6 of the Company's Annual Report
on Form 10-K for the year ended June 30, 2001, for a discussion of these
assumptions and how a change in certain of these assumptions could affect the
Company's earnings.
12
Other Information regarding Trends and Management's Actions
-----------------------------------------------------------
The months ahead will continue to be challenging. While supply and demand
conditions in world tobacco markets appear to have improved, the Company remains
concerned about the impact of the continuing political and economic uncertainty
in Zimbabwe on the future viability of the tobacco industry in that country. The
position of the United States as a supplier of quality tobacco also continues to
erode due to structural problems and non-competitive prices. On the other hand,
the Brazilian market, where a record flue-cured crop is now being processed and
sold, and developments in a number of African tobacco producing countries appear
to provide good opportunities for the future. The Company's lumber and building
products companies will face challenges in the months ahead due to a slackening
of economic activity in Holland and the recent sharp decline in new
construction. The impact of this decline has so far been buffered somewhat by
maintenance of good sales volumes in the building renovation and the
do-it-yourself sectors. Markets for agri-products remain difficult.
Readers are cautioned that the statements contained herein regarding expected
earnings and expectations for the Company's performance are forward-looking
statements based upon management's current knowledge and assumptions about
future events, including anticipated levels of production and supply of the
Company's products and services, costs incurred in providing these products and
services, timing of shipments to customers, changes in market structure, and
general economic, political, market and weather conditions. Lumber and building
products earnings are also affected by changes in exchange rates between the
U.S. dollar and the euro. Actual results, therefore, could vary from those
expected. Reference is made to Items 1 and 7 and the Notes to the Consolidated
Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2001, regarding important factors that could
cause actual results to differ materially from those contained in any
forward-looking statement made by or on behalf of the Company, including
forward-looking statements contained in Item 2 of this Form 10-Q.
13
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
On February 26, 2001, Universal Leaf Tobacco Company, Incorporated, J.P. Taylor
Company, Incorporated and Southwestern Tobacco Company, Incorporated, which are
subsidiaries of Universal Corporation (the "Company Subsidiaries"), were served
with the Third Amended Complaint, naming them and other leaf tobacco merchants
as defendants in DeLoach, et al. v. Philip Morris Inc., et al., a suit
originally filed against U.S. cigarette manufacturers in the United States
District Court for the District of Columbia and now pending in the United States
District Court for the Middle District of North Carolina, Greensboro Division
(Case No. 00-CV-1235) (the "DeLoach Suit"). The DeLoach Suit is a purported
class action brought on behalf of U.S. tobacco growers and quota holders that
alleges that defendants violated antitrust laws by bid-rigging at tobacco
auctions and by conspiring to undermine the tobacco quota and price support
program administered by the federal government. Plaintiffs seek injunctive
relief, trebled damages in an unspecified amount, pre- and post-judgment
interest, attorneys' fees and costs of litigation. On April 3, 2002, the
District Court issued an opinion and order certifying the class. The Company
Subsidiaries have petitioned the U.S. Court of Appeals for the Fourth Circuit
for appeal of the class certification pursuant to Rule 23(f) of the Federal
Rules of Civil Procedure, and are awaiting the court's response to that
petition. Regardless of the outcome of such petition and any consequent appeal,
the Company Subsidiaries intend to vigorously defend the DeLoach Suit. The suit
is still in its initial stages, and at this time no estimate of the impact on
the Company that could result from an unfavorable outcome at trial can be made.
The Directorate General Competition of the European Commission ("DG Comp") is
investigating the buying practices of Spanish tobacco processors with the stated
aim of determining to what extent the tobacco processing companies have jointly
agreed on raw tobacco qualities and prices offered to Spanish tobacco growers.
After conducting an investigation, the Company believes that Spanish tobacco
processors, including the Company's Spanish subsidiary, Tabacos Espanoles, S.A.
("TAES"), have jointly agreed to the terms of sale of green tobacco and
quantities to be purchased from associations of Spanish farmers and have jointly
negotiated with those associations. TAES is cooperating fully with the DG Comp
in its investigation and believes that there are unusual, mitigating
circumstances peculiar to the highly-structured market for green tobacco in
Spain. Although the fine, if any, that the DG Comp may assess on TAES could be
material to the Company's earnings, the Company is not able to make an accurate
assessment of the amount of any such fine at this time.
The Company is also aware that the DG Comp is investigating certain aspects of
the tobacco leaf markets in Italy. The Company has a subsidiary, Deltafina,
S.p.A., that buys and processes tobacco in Italy. The Company does not believe
that the DG Comp investigation in Italy will result in penalties being assessed
against it or its subsidiaries that would be material to the Company's earnings.
14
ITEM 6. Exhibits and Reports on Form 8-K
a. Exhibits
12. Ratio of Earnings to Fixed Charges *
b. Reports on Form 8-K
Report on Form 8-K dated January 18, 2002, reporting
investigation by European Union Competition Directorate of
Spanish tobacco processors including the Company's subsidiary.
Report on Form 8-K dated February 8, 2002, filing press release
announcing second quarter earnings and press release announcing
quarterly dividend.
Report on Form 8-K dated February 20, 2002, filing Fixed Rate
Note due on February 15, 2007.
* - Filed herewith
15
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 6, 2002 UNIVERSAL CORPORATION
----------- ---------------------------------------------
(Registrant)
/s/ Hartwell H. Roper
---------------------------------------------
Hartwell H. Roper, Vice President and
Chief Financial Officer
/s/ James A. Huffman
---------------------------------------------
James A. Huffman, Controller
(Principal Accounting Officer)