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This excerpt taken from the UVV 8-K filed Nov 5, 2009.

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“We do not foresee an oversupply of flue-cured tobacco in the coming year. In fact, rains in Brazil during the season could reduce the crop there. Although African burley crops were very large this year, they were smaller than we anticipated, and it appears that the supply has been absorbed by the market. We would not expect to see any significant increase in worldwide dealer inventories for flue-cured and burley tobacco. However, looking at the current worldwide situation, the U.S. dollar has weakened in recent weeks, which could increase costs as we enter the next purchasing season.

“As we look ahead in the intermediate term, we will maintain our relationship with Japan Tobacco Inc. (“JTI”), one of our largest customers, as they work on their previously announced steps to enhance direct leaf procurement capabilities in some origins by acquiring and entering joint ventures with smaller leaf merchants. They have made certain announcements in recent weeks regarding their progress toward that goal, and we believe that it is likely that our U.S. flue-cured and burley volumes for JTI as well as our Malawi burley volumes for them will be reduced or eliminated over time, although we expect these actions will have no effect on volumes this fiscal year. We remain focused on measuring the business impact of these volume reductions and believe that we will continue to sell them significant volumes of processed tobacco outside these two countries.”

This excerpt taken from the UVV 8-K filed May 21, 2009.

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reported in the last five years. The increase was primarily related to improved volumes and margins. Revenues for those operations increased by over $440 million, to $2.3 billion. The North American segment reported operating income of $48 million, up nearly 40% from the prior year. The increase was attributable primarily to increased volumes from both core operations and sales of old crop tobacco as well as improved margins. Those factors also generated a 24% increase in revenues. Revenues for the Other Regions segment also grew by 24% to $1.8 billion. However, operating income fell by 2%, as significant improvements in African operations were offset by the effects of the currency losses, primarily in South America. After experiencing extremely short burley crops in fiscal year 2008, African operations improved as volumes grew, and customer pricing increased, covering the effects of higher farm prices. These two factors caused margins to return to more normal levels. Comparative performance in Africa also benefited from reduced provisions and write downs related to farmer receivables as well as last year’s $8 million one-time charge in Malawi. Although South American volumes were down, performance was relatively flat before recognition of about $40 million in exchange and remeasurement losses related to the rapid strengthening of the U.S. dollar. Those losses, compared to gains in fiscal year 2008, were responsible for a $60 million decline in South American earnings. Results for Europe improved on higher volumes, due to shipment timing and to increased demand for tobacco sheet. Results in Asia were slightly lower, reflecting reduced availability of trading volumes.

For the fourth fiscal quarter, segment operating income for our flue-cured and burley tobacco operations increased by nearly 19% to $13.9 million. The increase was in large measure caused by a 30% improvement in performance of our North America segment. Although operating margins were down slightly for the North America group, volumes were higher, reflecting both increased current crop orders and sales of old crop tobaccos this year. Revenues for this group increased by more than 33%, primarily related to volumes. Segment operating income for the Other Regions operations was down about $2.6 million for the quarter. Last year’s results were increased by a gain on the sale of surplus timberland and the reduction of a valuation allowance on Brazilian VAT tax. Those two items increased South American results by $14 million last year and were not repeated in the fourth quarter this year. African results were higher this year primarily because of an $8 million one-time charge accrued last year in Malawi. Although African volumes improved in this year’s quarter with larger crops, most of the benefit was offset by currency remeasurement losses related to farmer advances and VAT receivables. Asia’s results for the quarter improved in comparison to last year on higher volumes from trading and from shipment timing. Results from European operations were flat. Revenues for Other Regions increased by 16% to $278 million mainly due to increased pricing, which reflected higher leaf costs.

This excerpt taken from the UVV 8-K filed Feb 5, 2009.

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remeasurement losses. Earnings of the dark tobacco operations were comparable to last year. For the nine months, segment earnings were 15% lower than the same period last year. The shift in business from Special Services caused the decline, but that effect was partially offset by improved performance in dark tobacco operations and the oriental tobacco joint venture. The latter group saw higher volumes for the nine-month period, the effect of which was partly offset by lower margins and lower currency remeasurement gains this year.

This excerpt taken from the UVV 8-K filed Nov 10, 2008.

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have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Sections 5(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is “at will” and, subject to Section 1(a) hereof, prior to the Effective Date, the Executive’s employment and/or this Agreement may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof.

(g) The Executive and the Company hereby acknowledge and agree that this Agreement is intended to replace and supersede the Change of Control Employment Agreement between Executive and the Company dated November 17, 2006 and that such former agreement is terminated as of the date hereof.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, Universal Corporation has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

 

UNIVERSAL CORPORATION
By:  

 

Title:   Executive Vice President & Chief Financial Officer

 

UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
By:  

 

Title:   Executive Vice President & Chief Financial Officer

 

[Executive]

 

This excerpt taken from the UVV 8-K filed Nov 6, 2008.

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Results for the flue-cured and burley operations were nearly flat for the quarter at about $67 million, although revenues increased by 25%. North America’s revenues and operating income were consistent with last year, although U.S. crop deliveries were later this year and that delay reduced processing volumes. The unit was able to offset that impact with cost savings and sales of old crop tobacco in both Canada and the United States. Operating income for the Other Regions segment was flat for the quarter despite increases in volume from the larger African burley crops and higher shipments in Europe that had been delayed from the first quarter. These improved earnings were offset by lower results from the Company’s South American operations due to continued shipment delays and currency remeasurement losses in Brazil, where the local currency weakened by approximately 20% during the quarter. Some of the remeasurement losses were attributable to advances to farmers for crop inputs for the upcoming growing season. Crop inputs were more expensive this year due to increased fertilizer prices and the weaker U.S. dollar at the time they were purchased. Although they are related to production of 2008-09 crop leaf that will be sold next year, these advances are remeasured in U.S. dollars along with all other monetary assets and liabilities each reporting period, and the related remeasurement loss affects operating income this year when the prior 2007-08 crop is being sold. Asian operations saw improved earnings on higher volumes. Revenues for Other Regions increased by 27%, to $686 million.

For the six months, results for flue-cured and burley operations increased by more than 7%, to over $100 million. A significant portion of the improvement was due to stronger performance in North America where cost savings and sales of old crop tobacco boosted income and revenues. In Other Regions, stronger results were driven by better volumes across the African region, as well as reduced charges and write downs there. Results of European operations were higher as well, primarily due to shipment timing benefits and higher volumes in the region’s tobacco sheet business. South American results were hampered by shipment delays and the effect of the previously mentioned remeasurement losses. The currency devalued by almost 9% over the six-month period, compared to an 11% strengthening last year. Revenues for this segment were up by 23% to $1.1 billion for the six months.

Results for Other Tobacco Operations more than doubled due to improved performance by the oriental tobacco joint venture reflecting higher volumes, which included one-time trading opportunities, as well as currency gains. Dark tobacco operations also improved, primarily due to increased domestic crop volumes. Special Services, where sales were accelerated last year, showed the expected decline related to the shift of business to the origins, and that change also caused the 33% decline in segment revenue in the quarter. The same factors caused six-month results to improve by over 20%.

Net interest expense increased by $3.7 million in the quarter compared to last year, primarily because of increased cash requirements to fund crop purchases. Universal also made substantial progress on its share repurchase program, spending about $107 million to purchase 2.15 million shares during the six months. The effective tax rate remained near 33% compared to last year’s rate of over 36% as management expects to utilize more of the Company’s foreign tax credits, which caused the reduction of a valuation allowance for those credits.

 

– MORE –


Universal Corporation

This excerpt taken from the UVV 8-K filed Aug 5, 2008.

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income taxes, the reversal of the valuation allowance is treated as an adjustment to the effective tax rate for the year in which the determination is made to the extent the change is due to current fiscal year income. The impact of reversing the allowance is a reduction in income tax expense for the year of approximately $3 million. Another important factor contributing to the lower effective tax rate is the expected improvement in earnings in the African region where income tax rates are generally below the U.S. rate because of the structure of the ownership of the region. This factor more than offsets the impact of state taxes on income projected to be earned in the United States.

For the quarter ended June 30, 2007, the effective income tax rate was approximately 38.5%. The rate was higher than the U.S. federal statutory income tax rate primarily because of excess foreign taxes recorded in countries where the tax rates exceed the U.S. rates. In addition, the restructuring charges provided tax benefits at a rate that was lower than the statutory rate, which increased the effective tax rate for the quarter.

This excerpt taken from the UVV 8-K filed May 22, 2008.

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The loss from discontinued operations in the fiscal year 2008 was inconsequential. For the fiscal year ended March 31, 2007, the loss from discontinued operations was $36 million, or $1.39 per diluted share. Results from discontinued operations for that year reflected the operating results and estimated effects of selling the Company’s non-tobacco businesses, the largest part of which occurred in the second fiscal quarter of fiscal year 2007. During that quarter, Universal completed the sale of the non-tobacco businesses managed by its wholly owned subsidiary, Deli Universal Inc. The Company’s financial statements now report the results and financial position of those businesses as discontinued operations for all periods.

This excerpt taken from the UVV 8-K filed Feb 7, 2008.

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and from remeasurement of net foreign currency asset positions as the U.S. dollar weakened. For the nine months, selling, general, and administrative expenses dropped by approximately $39 million. In addition to an $18 million reduction in provisions for farmer receivables, expenses for the nine-month period were offset by a $21 million increase in net foreign exchange remeasurement and transaction gains. Of the transaction gains, about $7 million is due to forward currency exchange contracts related to certain customer sales contracts. The forward contracts were not accounted for as hedges, and mark-to-market gains were included in income as they occurred. The effect of the weaker U.S. dollar on costs is widely dispersed through the Company’s results and is not offset against currency gains in reporting those gains. Increases in corporate overhead for stock-based compensation and incentive compensation were partially offset by lower legal fees.

The Company recorded higher interest income and lower interest expense as a result of funds provided by tobacco operations, the sale of its non-tobacco businesses, asset sales, and executive stock option exercises. Net interest savings were $4.3 million for the quarter and $15.8 million for the nine months. The effective income tax rate for the nine months, at approximately 36%, is higher than the U.S. federal statutory income tax rate primarily because of U.S. state income taxes and excess foreign taxes recorded in countries where the tax rates exceed U.S. rates. In addition, the restructuring charges in the nine-month period provided tax benefits at a rate that was below the statutory rate, which increased the effective tax rate. For the full fiscal year, the rate is expected to be slightly below 37%. The effective tax rate last year for the nine-month period was 42.8%. Universal did not record any tax benefit on its $12.3 million asset impairment charge last year since management believed that the Company would be unable to utilize the net operating loss carryforward generated by the charge. A valuation allowance of $4.9 million on deferred tax assets associated with Zambia also increased last year’s effective tax rate. That impact was partially offset by a reduction in the valuation allowance on deferred tax assets due to the method of attributing income taxes to discontinued operations under the applicable accounting guidance.

This excerpt taken from the UVV 8-K filed Nov 7, 2007.

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Selling, general and administrative expenses, which are included in segment operating results, fell by nearly $10 million in the quarter, primarily related to a reduction of $17 million in provisions for farmer receivables. For the six months, selling, general and administrative expenses dropped by approximately $24 million. In addition to lower provisions for farmer receivables, which were down $19 million for the period, $11 million of the decline related to net foreign exchange gains. Of that total, $6 million was associated with the aforementioned forward exchange contracts on the Brazilian currency.

Universal recorded higher interest income and lower interest expense as a result of funds provided by tobacco operations, the sale of its non-tobacco businesses, asset sales, and employee stock option exercises. Net interest savings were $6.1 million for the quarter and $11.5 million for the six months. The effective income tax rate for the six months, at 36.8%, is higher than the U.S. federal statutory income tax rate primarily because of excess foreign taxes recorded in countries where the tax rates exceed U.S. rates. In addition, the restructuring charges in the six month period provided tax benefits at a rate that was below the statutory rate, which increased the effective tax rate for the six months. For the full fiscal year, the rate is expected to be slightly below 37%. The effective tax rate last year for the six-month period was 51.9%. The Company did not record any tax benefit on its $12.3 million asset impairment charge in last year’s period since management believed that it would be unable to utilize the net operating loss carryforward generated by the charge. A valuation allowance of $4.9 million on deferred tax assets associated with Zambia also increased last year’s effective tax rate.

This excerpt taken from the UVV 8-K filed Aug 7, 2007.

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it would be unable to utilize the net operating loss carryforward generated by the charge. The $4.9 million valuation allowance on deferred tax assets associated with Zambia also increased last year’s effective tax rate.

This excerpt taken from the UVV 8-K filed May 21, 2007.

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The consolidated effective income tax rates for continuing operations for the three and twelve months ended March 31, 2007, were approximately 54% and 45%, respectively. The rate for the quarter is higher than the 35% U.S. marginal corporate tax rate due primarily to excess foreign taxes in countries where the tax rate exceeds the U.S. tax rate, low tax benefits provided on a foreign subsidiary with an operating loss in the quarter, and high state income taxes due to improved earnings in the United States. For the year, in addition to the factors noted in the quarter, the tax rate is higher because a limited income tax benefit was provided on current year losses in Zambia.

The loss from discontinued operations in the fourth quarter of fiscal year 2007 was $1.6 million, or $0.06 per diluted share. For the fiscal year ended March 31, 2007, the loss from discontinued operations was $36 million, or $1.39 per diluted share. Results from discontinued operations for the fiscal year reflected the operating results and estimated effects of selling the Company’s non-tobacco businesses, the largest part of which occurred in the second fiscal quarter. During that quarter, Universal completed the sale of the non-tobacco businesses managed by its wholly owned subsidiary, Deli Universal Inc. Those businesses were its lumber and building products distribution segment and a substantial portion of its agri-products segment. The total value of the transaction was approximately $565 million. After selling and other expenses, the net value was approximately $550 million. The Company’s financial statements now report the results and financial position of the businesses that were sold as discontinued operations for all periods. The value of the transaction is subject to refinement, which could result in future adjustments. Those adjustments could also affect the loss on the sale.

This excerpt taken from the UVV 8-K filed Feb 7, 2007.

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The loss from discontinued operations in the third quarter of fiscal year 2007 was $11.7 million, or $0.38 per diluted share, which primarily represented an impairment charge related to the Company’s plan to sell its remaining non-tobacco businesses. Universal announced that plan in December 2006, and reclassified operating results, assets, and liabilities related to those operations to discontinued operations.

For the nine months ended December 31, 2006, the loss from discontinued operations was $34.5 million, or $1.33 per diluted share. Results from discontinued operations for the nine months reflected the operating results and estimated effects of selling the Company’s non-tobacco businesses, the largest part of which was completed in the second fiscal quarter.

During the second quarter, Universal completed the sale of the non-tobacco businesses managed by its wholly owned subsidiary, Deli Universal Inc. Those businesses were its lumber and building products distribution segment and a substantial portion of its agri-products segment. The total value of the transaction was $567 million. After selling and other expenses, the net value was approximately $552 million. The Company’s financial statements now report the results and financial position of the businesses that were sold as discontinued operations. The value of the transaction is subject to refinement, which could result in future adjustments. Those adjustments could also affect the loss on the sale. No adjustments were made in the third quarter.

This excerpt taken from the UVV 8-K filed Nov 24, 2006.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization from its Board of Directors, Universal Corporation has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

 

UNIVERSAL CORPORATION
By:  

 

Title:  

 

 

[Name of Subsidiary]
By:  

 

Title:  

 

 

[Name of Executive]

 

This excerpt taken from the UVV 8-K filed Nov 7, 2006.

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For the three months ended September 30, 2006, conversion of the Company’s outstanding Series B 6.75% Convertible Perpetual Preferred Stock was assumed since the effect is dilutive to earnings per share from continuing operations. For the related six-month period, the effect was antidilutive and conversion was not assumed. The Preferred Stock was not outstanding during the three- and six-month periods ended September 30, 2005.

For the three months ended September 30, 2006, the effect of Preferred Stock and employee share-based awards is antidilutive to the per-share loss on sale of businesses in discontinued operations. Under the applicable financial reporting guidelines, this antidilutive effect is shown since these securities are dilutive to earnings per share from continuing operations for that period.

This excerpt taken from the UVV 8-K filed Aug 8, 2006.

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Commission investigation in Italy would result in penalties being assessed against it or its subsidiaries that would be material to the Company’s earnings. The reason the Company held this belief was that it had received conditional immunity from the Commission because Deltafina had voluntarily informed the Commission of the activities that were the basis of the investigation.

On December 28, 2004, the Company received a preliminary indication that the Commission intended to revoke Deltafina’s immunity for disclosing in April 2002 that it had applied for immunity. Neither the Commission’s Leniency Notice of February 19, 2002, nor Deltafina’s letter of provisional immunity, contains a specific requirement of confidentiality. The potential for such disclosure was discussed with the Commission in March 2002, and the Commission never told Deltafina that disclosure would affect Deltafina’s immunity. On November 15, 2005, the Company received notification from the Commission that the Commission had imposed fines totaling €30 million (about $36 million) on Deltafina and the Company jointly for infringing European Union antitrust law in connection with the purchase and processing of tobacco in the Italian raw tobacco market.

The Company does not believe that the decision can be reconciled with the Commission’s Statement of Objections and facts. The Company and Deltafina each have appealed the decision to the Court of First Instance of the European Communities. Based on consultation with outside counsel, the Company believes it is probable that it will prevail in the appeals process and has not accrued a charge for the fine. Deltafina has provided a bank guarantee to the Commission in the amount of the fine in order to stay execution during the appeal process.

This excerpt taken from the UVV 8-K filed Jul 11, 2006.

Page 2

Deli’s non-tobacco businesses include the Company’s lumber and building products distribution business segment, and most of its agri-products segment, including rubber and food trading, tea, and sunflower seeds. Universal is retaining its dried fruits and nuts business in the United States and London. The revenues of Deli’s non-tobacco businesses were $1.4 billion in the fiscal year that ended March 31, 2006. Operating income for these businesses for the same period was approximately $53 million. The businesses employ approximately 3,100 people, primarily in Holland and the United States.

Deutsche Bank is acting as financial advisor to Universal in this transaction. Wachtell, Lipton, Rosen & Katz is acting as primary legal advisor to Universal.

Headquartered in Richmond, Virginia, Universal Corporation is a diversified company with operations in tobacco, lumber, and agri-products. The Company is one of two leading independent tobacco merchants in the world. Universal Corporation’s gross revenues for the fiscal year that ended on March 31, 2006, were approximately $3.5 billion. For more information on Universal Corporation, visit its web site at www.universalcorp.com.

NIBC is a private merchant bank focused on the mid-market segment in Northwest Europe. NIBC’s business model is aimed at offering innovative corporate finance, risk management, and investment management solutions. Its clients are corporates, financial institutions, institutional investors, and family offices. NIBC has offices in The Hague, London, Brussels, Frankfurt, Greenwich (US), Singapore, and Curaçao, as well as a representation through a strategic partnership in New York. In February 2006, the bank changed its brand name from NIBCapital to NIBC. With the new name, NIBC wants to emphasize the bank’s entrepreneurial and international character.

Certain statements contained in this press release, including the statements regarding the transaction with NIBC Principal Investments are forward-looking statements (as such term is defined under the federal securities laws), are based on current expectations and assumptions and are subject to risks and uncertainties, many of which are outside the control of the Company. Actual results could differ materially as a result of many factors, including but not limited to the inability of the parties to secure any required approvals or consents or otherwise to complete the transaction in a timely manner and certain changes in the accounts of Deli’s non-tobacco businesses.

# # #

This excerpt taken from the UVV 8-K filed Jun 6, 2006.

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In January 2005, Deltafina filed an appeal in the Court of First Instance of the European Communities. The appeal process is likely to take several years to complete, and the ultimate outcome is uncertain.

This excerpt taken from the UVV 8-K filed Feb 8, 2006.

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The Company’s ability to recover the value of its long-lived assets in Zimbabwe could also become impaired. As of December 31, 2005, the Company’s equity in its net assets of subsidiaries in Zimbabwe was approximately $42 million, of which about $19 million was represented by long-lived assets.

 

This excerpt taken from the UVV 8-K filed Nov 8, 2005.

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products were lower due to ongoing price pressure from DIY retailers, which negatively affected margins in retail supply. This decline was partly offset by improved results in construction supply, which benefited from increased sales volume in the quarter and the six months, which was the primary cause of increased revenue in this segment.

 

Results for the agri-products segment increased due to higher volumes and cost control efforts. Both rubber and seeds benefited from improved market conditions. Agri-products revenues increased significantly because of volume increases in synthetic rubber and dried fruits and nuts, as well as higher prices in seeds and rubber.

 

Corporate expenses were lower in the quarter and the six months due to lower incentive compensation expense and lower costs associated with Sarbanes-Oxley compliance work. In addition, the six-month results benefited from delayed costs related to pension settlement and a currency gain on a foreign withholding tax refund. Interest expense was substantially higher for the quarter and six months due to higher short-term interest rates and increased borrowing levels. In addition, the consolidated effective income tax rates for the six months ended September 30, 2005 and 2004 were approximately 41% and 48%, respectively. The higher rate for the six months ended September 30, 2004, arose primarily because no income tax benefit was recognized on the $14.9 million charge recorded for a European Commission fine. The currency devaluation in Zimbabwe caused an increase in the effective income tax rate during the three and six months ended September 30, 2005.

 

Mr. King said, “The remainder of the fiscal year will continue to be challenging. Tobacco results for the second half of the year will continue to be hampered by the below-average quality of the Brazilian crop and the strength of the Brazilian currency, along with lower shipments from the Company’s oriental tobacco joint venture due to last year’s early shipments, and the lack of demand for blended products. The lumber and building products business will continue to contend with a weak European economy and the prospect of a stronger U.S. dollar, which would reduce translated euro-based results. In addition, higher interest costs and a high corporate income tax rate will have an impact on the year. The Company is addressing these challenges by reducing its capital spending levels, reducing tobacco segment overhead, and exploring ways to rationalize its operations.”

 

This excerpt taken from the UVV 8-K filed Aug 8, 2005.

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Tobacco crops in the United States are projected to be 9% smaller as farmers react to the end of the price support program. Italy has recently adopted the European Union’s 40% minimum decoupling provisions for the tobacco subsidy for most growths. That move is likely to reduce production, but is also likely to maintain a viable Italian tobacco sector for the interim period. The decline in Italian production will accelerate after the expiration of the interim period with the 2010 crop, unless action is taken to extend the system through year 2013 or alternative funds are made available at the national level. In contrast, the Greek government has adopted 100% decoupling so that farmers can receive the E.U. subsidy without growing tobacco. This move is likely to reduce production of certain classical oriental styles handled by the Company’s joint venture. The African expansion program is beginning to show results in the form of production of a larger quantity of good quality leaf, which should increase results. Flue-cured crops in Malawi, Tanzania, and Zambia are all of good quality and demand is strong. The quality of the Mozambique burley crop is good, demand is strong, and new customers have entered the market. Large crops in South America will cause excess supply in certain grades of tobacco, which is likely to increase uncommitted inventories and reduce supplier margins.

 

Mr. King stated, “The remainder of the fiscal year will be particularly challenging. Tobacco results will continue to be hampered by the below-average quality of the Brazilian crop and the strength of the Brazilian currency, along with lower shipments from our oriental tobacco joint venture. Lumber and building products will have to contend with a continued weak European economy and the prospect of a stronger U.S. dollar, which will reduce translated euro-based results. In addition, continuing costs of compliance with the Sarbanes-Oxley Act, higher interest costs, and a high corporate tax rate will weigh on the year. In addressing these challenges, we plan to focus on customer service, reduce overhead by $9 million by the end of the fiscal year, and strengthen our balance sheet.”

 

This excerpt taken from the UVV 8-K filed Aug 2, 2005.

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We are particularly pleased to report that our new factory in Mozambique is expected to begin commercial operations later this month and begin to generate a return on our $50 million investment. I would like to show you the latest pictures which show clearly the truly remarkable job that our African management has done in transforming barren land and bush into one of the most advanced and efficient leaf processing facilities in the world....

 

This facility will:

 

• have the capacity to process up to 50 million kgs. annually, as currently configured.

 

• employ 3,700 people. Total employment generated by the project including in the factory, buying stations and leaf procurement will be over 20,000.

 

• generate economic benefits that are expected to touch more than 450,000 people in the region, providing jobs, and income, and reducing poverty.

 

The project was similar to construction of a small city. It involved building housing, a fully staffed medical clinic, a school, new roads, water supply and treatment facilities and other infrastructure.

 

This is one of the largest foreign investments in Mozambique, and we have invited the president of Mozambique to officially inaugurate this facility this fall.

 

Once again, I want to thank our many committed employees worldwide for their hard work and contributions to the Company’s success. I would like to particularly recognize our internal audit department and our global finance team for their dedication and outstanding efforts in implementing the new reporting requirements mandated by the Sarbanes-Oxley legislation.

 

I would also like to express my appreciation to our customers and to our shareholders for their continued support.

This excerpt taken from the UVV 8-K filed Jun 9, 2005.

Page 8


IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a duly authorized officer, and the Optionee has affixed his or her signature hereto.

 

UNIVERSAL CORPORATION   OPTIONEE
By:  

 


 

 


[Name]

 

Title:  

 


 

 

This excerpt taken from the UVV 8-K filed May 25, 2005.

Page 12

 

The results for the fiscal year ended March 31, 2005, include a $14.9 million charge for the EU fines (see Note 3). Since no income tax benefit was recognized on this charge, it reduced net income by $14.9 million, or $0.58 per share.

 

The recast results for the twelve months ended March 31, 2004, include a charge of $10.8 million, which is $7.0 million after taxes or $0.27 per share, related to costs associated with a customer’s rejection of certain shipments of tobacco in that period by a foreign subsidiary. The recast results for the twelve months ended March 31, 2004 also include restructuring charges of $5.7 million, which is $3.7 million after taxes or $0.15 per share, and a charge of $12 million, which is $7.7 million after taxes or $0.31 per share, related to the settlement of a lawsuit.

 

In addition, the recast results include an adjustment before taxes of $11 million for the twelve months to reflect the allocation of U.S. fixed factory overhead to those periods. Reported results for the nine-month transitional year ended March 31, 2004, excluded this expense due to the year-end change.

 

# # #

This excerpt taken from the UVV 8-K filed Feb 7, 2005.

Page 17

 

The results for the nine-month period ended December 31, 2004, include a $14.9 million charge for the EU fines (see Note 4). Since no income tax benefit was recognized on this charge, it reduced net income by $14.9 million, or $0.58 per share.

 

The recast results for the quarter and nine months ended December 31, 2003, include a charge of $7.6 million, which is $4.9 million after taxes or $0.20 per share, related to costs associated with a customer’s rejection of certain shipments of tobacco in that period by a foreign subsidiary. The recast results for the nine months ended December 31, 2003 also include restructuring charges of $5.7 million, which is $3.7 million after taxes or $0.15 per share, and a charge of $12 million, which is $7.7 million after taxes or $0.31 per share, related to the settlement of a lawsuit.

 

In addition, the recast results include adjustments before taxes of $3 million for the three months and $11 million for the nine months to reflect the allocation of U.S. fixed factory overhead to those periods. Reported results for those periods excluded this expense due to the year-end change.

 

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