Universal
Annual Report 2016

Plain-text annual report

ABOUT THE COMPANY Universal Corporation, headquartered in Richmond, Virginia, is the leading global leaf tobacco supplier. Tobacco has been its principal focus since its founding in 1918. The largest portion of the company’s business involves procuring and processing flue-cured and burley leaf tobacco for manufacturers of consumer tobacco products. Universal conducts its business in more than 30 countries on 5 continents and employs over 24,000 permanent and seasonal workers. $ 3.92 $ 4.06 $ 5.25 2.10 2.12 56.81 2.06 2.08 47.16 2.02 2.04 55.89 $ 1,392,276 $ 1,329,770 $ 1,200,023 1,414,222 1,362,725 1,378,230 Net Income per Diluted Share * Dividends Declared Operating Income in dollars in dollars in millions of dollars 5 2 . 5 6 6 . 4 2 9 . 3 6 0 . 4 5 2 . 3 0 1 . 2 6 0 . 2 2 0 . 2 8 9 . 1 4 9 . 1 2 . 6 4 2 0 . 3 2 2 3 . 0 8 1 6 . 1 8 1 9 . 7 6 1 16 15 14 13 12 16 15 14 13 12 16 15 14 13 12 * Attributable to Universal Corporation common shareholders after deducting amounts attributable to noncontrolling interests in consolidated subsidiaries. 1 FINANCIAL HIGHLIGHTSOPERATIONSSales and other operating revenues Operating incomeSegment operating income Net income Net income attributable to Universal CorporationPER COMMON SHARENet income attributable to Universal Corporation common shareholders—dilutedDividends declaredIndicated 12-month dividend rateMarket price at year endAT YEAR ENDWorking capitalTotal Universal Corporation shareholders’ equityin thousands, except per share dataFiscal Year EndedMarch 31, 2014Fiscal Year EndedMarch 31, 2015$ 2,271,801 167,874 167,225120,461 114,608 $ 2,120,373 181,647 186,068118,148 109,016 Fiscal Year EndedMarch 31, 2016$ 2,542,115 246,151 175,175155,155 149,009 BOARD OF DIRECTORS Universal Corporation George C. Freeman, III 1 * 3 Chairman, President, and Chief Executive Officer Universal Corporation Chester A. Crocker 2 3 Professor Georgetown University Lennart R. Freeman 1 4 5 Retired Executive Vice President Swedish Match AB Eddie N. Moore, Jr. 2 3 4 * President and Chief Executive Officer Norfolk State University John B. Adams, Jr. 2 3 4 President and Chief Executive Officer Bowman Companies Charles H. Foster, Jr. 1 5 * Retired Chairman LandAmerica Financial Group, Inc. Thomas H. Johnson 1 5 Chief Executive Officer The Taffrail Group, LLC Robert C. Sledd 2 * 3 4 Managing Partner Pinnacle Ventures, LLC Diana F. Cantor 2 3 * Partner Alternative Investment Management, LLC 1 Executive Committee 2 Pension Investment Committee 3 Finance Committee 4 Audit Committee 5 Executive Compensation, Nominating, and Corporate Governance Committee * Committee Chairman CHAIRMEN EMERITUS Henry H. Harrell Allen B. King 2 OFFICERS Universal Corporation George C. Freeman, III Chairman, President, and Chief Executive Officer Candace C. Formacek Vice President and Treasurer H. Michael Ligon Vice President, Corporate Affairs Pamela J. Kepple Corporate Director, Taxes Airton L. Hentschke Senior Vice President and Chief Operating Officer Robert M. Peebles Vice President and Controller Harvard B. Smith Vice President and Chief Compliance Officer Jennifer S. Rowe Assistant Vice President, Capital Markets David C. Moore Senior Vice President and Chief Financial Officer Preston D. Wigner Vice President, General Counsel, and Secretary Joseph W. Hearington, Jr. Vice President, Internal Auditing Catherine H. Claiborne Assistant Secretary DIRECTORS Universal Leaf Tobacco Company, Inc. George C. Freeman, III Chairman, President and Chief Executive Officer Airton L. Hentschke Executive Vice President and Chief Operating Officer Paul G. Beevor Managing Director, Asia Region David C. Moore Executive Vice President and Chief Financial Officer James A. Huffman Senior Vice President, Information and Planning Friedrich G. Bossert Managing Director, Dark Air-Cured Region Domenico Cardinali Managing Director, Europe Region Clayton G. Frazier Managing Director, North America Region Theodore G. Broome Executive Vice President and Sales Director Preston D. Wigner Senior Vice President, General Counsel, and Assistant Secretary Cesar A. Bünecker Managing Director, South America Region Gary S. Taylor Managing Director, Africa Region Jonathan R. Wertheimer President, Socotab, L.L.C. 3 George C. Freeman, III Chairman, P re s i d e n t , a n d C h i e f E x e c u t i v e O f f c e r TO OUR SHAREHOLDERS I am very pleased with the results that your company achieved in fiscal year 2016. We successfully managed a second year of oversupplied markets, achieving modest growth in overall volumes for the year and improved margins. Our selling, general, and administrative expenses were also lower due in part to the strong U.S. dollar this year. We continued to handle our inventories in a prudent fashion, with our fiscal year end uncommitted stocks at lower levels than last year, comfortably within our target range. Net income for the fiscal year ended March 31, 2016, was $109.0 million, or $3.92 per diluted share, compared with last year’s net income of $114.6 million, or $4.06 per diluted share. Those results included certain non-recurring items, detailed in our Form 10-K, which increased diluted earnings per share by $0.02 and $0.46 for the years ended March 31, 2016 and 2015, respectively. Excluding those items in both years, net income for the fiscal year increased $6.8 million ($0.30 per diluted share) compared to the same period last year. Segment operating income, which excludes those items, was $186.1 million for fiscal year 2016, an increase of $18.8 million, or 11%, from the prior year. That improvement was primarily attributable to a reduction in selling, general, and administrative costs, as well as improved gross margins on this year’s modestly higher sales volumes. Revenues of $2.1 billion for fiscal year 2016 declined 7% compared with the previous year, driven mainly by lower green leaf costs and lower processing revenues, partly mitigated by the increase in volumes. We continue to believe that financial strength is critical. It enables us to fund our global operations efficiently and to facilitate investment when suitable opportunities arise. In fiscal year 2016, our operations generated $184 million in operating cash flows, and we returned more than $60 million in dividends to our shareholders, closed the year with higher cash balances, which will support upcoming seasonal working capital requirements in fiscal year 2017, and preserved our solid financial position. We have also been working hard this year to give more visibility to the many good things that your company does around the world to benefit the communities in which we operate. We are calling these actions the “Universal Effect” to remind us that every decision each of us takes, whether immediate or long-term, impacts the communities we both serve and on whom we depend. We are also focusing on 4 George C. Freeman, III Chairman, P re s i d e n t , a n d C h i e f E x e c u t i v e O f f c e r six areas where we are taking actions that ripple outward, and we believe have a major impact—farmer support, sustainability, education, community support, youth support, and our Universal Leaf Foundation. Our programs and actions have directly impacted more than 2 million people thus far in tobacco growing areas, showing how every action ripples out to affect another. We have featured the Universal Effect in this annual report and on our website, and I encourage you to read more about it. We also believe that it is such an essential element of your company and how we do business that we’ve incorporated it into our refreshed logo, which should serve as a constant reminder to all of us to be mindful of the lasting impacts of our actions. Two of our Board of Directors who have had a positive impact on our Company have reached the end of their terms. Chet Crocker joined the Board in 2004, and recently has served on the Finance and Pension Investment Committees. Chet’s vast knowledge and experience in the politics of sub-Saharan Africa has been invaluable to me and the Company. It is no coincidence that during his tenure we have expanded in that area, particularly in Mozambique. Charlie Foster is our longest serving director, having been part of the Board for almost 23 years. Charlie has served on many committees during his tenure, but most recently has been our Lead Independent Director, Chair of the Executive Compensation, Nominating, and Corporate Governance Committee, and a member of the Executive Committee. Charlie has been a great resource to me and the Company, having run a major public company himself and having a vast knowledge of the Company. Both Chet and Charlie have been true gentlemen-- pleasant, professional, and honorable. We thank them for their distinguished service. As we move into fiscal year 2017, we remain excited about our prospects and look forward to continuing our leadership role in the industry. We will continue to work for and with our customers to improve efficiencies in our markets and to provide a sustainable, compliant, and competitively priced product, allowing us to fulfill their needs and to continue to provide value to our shareholders. George C. Freeman, III Chairman, President, and Chief Executive Officer 5 THE UNIVERSAL EFFECT There is so much more than meets the eye when it comes to procuring high-quality tobacco. Every step of the production process requires action, and each action impacts many lives. At Universal, we have long recognized that every move we make has an impact that ripples out into communities. And we realize that we can’t work effectively without investing in and strengthening the communities where we operate. We can’t have good growers if they aren’t healthy and well-trained, and we can’t have a good product if it’s not grown under the right conditions. Therefore, we have spent decades training growers, setting up health clinics, digging wells, and building schools. These efforts allow us ultimately to produce an excellent product for our customers, and the effects ripple out into the communities, improving the lives of the people where we work in what we call the “Universal Effect.” Universal has more than 24,000 employees, and we work with half a million farmers around the world. We are highly aware that our decisions and actions profoundly impact the lives of our people, the needs of our investors, the requirements of our customers, and the future of our planet. For example, when we train a grower in good agricultural practices, he becomes more productive, more environmentally sensitive, more prosperous, and better prepared to help improve living standards in his own community. This is the Universal Effect in action. 6  There are many examples of how the Universal Effect has directly impacted communities around the world. A few highlights of our work include: • • • Supporting the production of millions of tree seedlings; Building or improving schools and providing educational materials; and Supporting communities by digging wells. These actions and others like them have positively impacted more than 2 million people in the growing areas from which we purchase tobacco. Seeing the results of our achievements motivates us to continue finding ways Universal can make a difference. We are currently focusing on six main areas where our actions can ripple out into communities and make a major impact: farmer support, sustainability, education, community support, youth support, and our Universal Leaf Foundation. FARMER SUPPORT The welfare and skill of our growers is a top priority for Universal. By offering them knowledge and technology based on the application of good agricultural practices, we not only support them, but also their families and communities. Globally, Universal employs more than 800 agronomists and technicians who serve as crop advisors, assisting and training growers throughout production. We’ve discovered that investing in good agricultural practices pays big dividends. To learn more about the Universal Effect, visit our website at www.universalcorp.com. 7 SUSTAINABILITY We are mindful every day of our responsibility to make a sustainable impact on the people and communities on whom we depend, as well as the planet that supports us all. We focus on factors that protect the environment and improve human communities throughout the supply chain, including, reforestation, water conservation, reduced carbon emissions, environmentally sensitive agricultural practices, and the elimination of child labor. We also invest in infrastructure and social programs that improve living conditions, promote education, and make communities stronger and healthier. EDUCATION We know that education is the key that opens the door to opportunity, and we’ve witnessed firsthand what happens when grower communities create an environment that embraces education. Simply, they are stronger for it. We’ve made investments in building schools, creating tutoring programs, and providing learning materials. We believe that education, perhaps more than any other factor, is the foundation of strong communities. COMMUNITY SUPPORT We are committed to enriching the quality of life in communities that are home to our growers and their families. We have established health clinics and programs in some of the developing areas in which we operate. We have also implemented projects to drill boreholes so communities can access safe and clean drinking water close to home. We will continue to invest in the communities we depend on every day. 8 YOUTH SUPPORT Universal is a leader in our industry’s efforts to eliminate child labor, which supports responsible sourcing of our products. Sometimes, children spend time in the fields because of inadequate school facilities and a lack of structured after-school activities. Therefore, we work to implement community and school-based initiatives that provide more options and opportunities for children. We have found that such investments help with these issues and ultimately strengthen communities. UNIVERSAL LEAF FOUNDATION The Universal Leaf Foundation, founded in 1975, is our philanthropic institution dedicated to fulfilling our social responsibility to the communities where we operate in the United States. The Foundation is committed to good corporate citizenship by investing in community programs, giving financial support for community events, and promoting employee volunteerism. Our foundation focuses on four areas: Education and Well-being of Children, At-risk Individuals, Families and Groups; Higher Education; Civic/ Community/the Arts; and Environment/Sustainability/Conservation. At Universal, we strive to be mindful every day of how our work impacts all those around us. Our leaders and employees take pride in seeing the effects of our actions ripple throughout the communities and around the globe—watching the Universal Effect in action. ” We are also focusing on six areas where we are taking actions that ripple outward, and we believe have a major impact—farmer support, sustainability, education, community support, youth support, and our Universal Leaf Foundation.” — George C. Freeman, III 9 PERFORMANCE GRAPH Comparison of 5 Year Cumulative Total Return* $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 3/11 3/12 3/13 3/14 3/15 3/16 Universal Corporation S&P Smallcap 600 Peer Group *$100 invested on 3/31/11 in stock or index, including reinvestment of dividends. Fiscal year ending March 31. Copyright© 2016 S&P, a division of McGraw Hill Financial. All rights reserved. The performance graph compares the cumulative total shareholder return on Universal Corporation common stock for the last five fiscal years with the cumulative total return for the same period of the Standard & Poor’s Smallcap 600 Stock Index and the peer group index. The peer group represents Alliance One International, Inc. The graph assumes that $100 was invested in Universal Corporation common stock at the end of the Company’s 2010 fiscal year, and in each of the comparative indices, in each case with dividends reinvested. CUMULATIVE TOTAL RETURN ON UNIVERSAL CORPORATION COMMON STOCK 2011 2012 2013 2014 2015 2016 At March 31 Universal Corporation $ 100.00 $ 112.11 $ 140.32 $ 145.22 $ 128.04 $ 160.54 S&P Smallcap 600 Peer Group 100.00 100.00 105.03 93.78 121.98 96.77 155.90 72.64 169.50 27.36 164.07 43.68 10 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2016 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: 001-00652 UNIVERSAL CORPORATION (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 9201 Forest Hill Avenue, Richmond, Virginia (Address of principal executive offices) 54-0414210 (I.R.S. Employer Identification Number) 23235 (Zip Code) Registrant's telephone number, including area code: 804-359-9311 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, no par value Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. Yes No 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 No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates, based upon the closing sales price on the New York Stock Exchange of the registrant's common stock on September 30, 2015, the last day of the registrant's most recently completed second fiscal quarter, was approximately $1.1 billion. As of May 20, 2016, the total number of shares of common stock outstanding was 22,717,735. DOCUMENTS INCORPORATED BY REFERENCE Certain information contained in the 2016 Proxy Statement for the Annual Meeting of Shareholders of the registrant is incorporated by reference into Part III hereof. UNIVERSAL CORPORATION FORM 10-K TABLE OF CONTENTS Item No. Page PART I 1. 1A. 1B. 2. 3. 4. 5. 6. 7. Business .................................................................................................................................................... Risk Factors............................................................................................................................................... Unresolved Staff Comments ..................................................................................................................... Properties .................................................................................................................................................. Legal Proceedings ..................................................................................................................................... Mine Safety Disclosures ........................................................................................................................... PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities................................................................................................. Selected Financial Data............................................................................................................................. Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 7A. Quantitative and Qualitative Disclosures About Market Risk .................................................................. 8. 9. 9A. 9B. 10. 11. 12. 13. 14. Financial Statements and Supplementary Data......................................................................................... Changes in and Disagreements With Accountants on Accounting and Financial Disclosure................... Controls and Procedures ........................................................................................................................... Other Information ..................................................................................................................................... PART III Directors, Executive Officers, and Corporate Governance....................................................................... Executive Compensation........................................................................................................................... Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Certain Relationships and Related Transactions, and Director Independence.......................................... Principal Accounting Fees and Services ................................................................................................... PART IV 15. Exhibits, Financial Statement Schedules .................................................................................................. Signatures.................................................................................................................................................. 3 9 13 14 15 15 16 17 19 33 34 83 83 83 84 85 85 85 85 86 88 2 General This Annual Report on Form 10-K, which we refer to herein as our Annual Report, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Among other things, these statements relate to Universal Corporation’s financial condition, results of operations and future business plans, operations, opportunities, and prospects. In addition, Universal Corporation and its representatives may make written or oral forward-looking statements from time to time, including statements contained in other filings with the Securities and Exchange Commission (the “SEC”) and in reports to shareholders. These forward-looking statements are generally identified by the use of words such as we “expect,” “believe,” “anticipate,” “could,” “should,” “may,” “plan,” “will,” “predict,” “estimate,” and similar expressions or words of similar import. These forward-looking statements are based upon management’s current knowledge and assumptions about future events and involve risks and uncertainties that could cause actual results, performance, or achievements to be materially different from any anticipated results, prospects, performance, or achievements expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: anticipated levels of demand for and supply of our products and services; costs incurred in providing these products and services; timing of shipments to customers; changes in market structure; government regulation; product taxation; industry consolidation and evolution; changes in exchange rates and interest rates; impacts of regulation and litigation on our customers; and general economic, political, market, and weather conditions. For a description of factors that may cause actual results to differ materially from such forward-looking statements, see Item 1A, “Risk Factors.” We caution investors not to place undue reliance on any forward-looking statements as these statements speak only as of the date when made, and we undertake no obligation to update any forward-looking statements made in this report. In addition, the discussion of the impact of current trends on our business in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Other Information Regarding Trends and Management’s Actions” in Item 7 should be read carefully in connection with evaluating our business and the forward-looking statements contained in this Annual Report. This Annual Report uses the terms “Universal,” “the Company,” “we,” “us,” and “our” to refer to Universal Corporation and its subsidiaries when it is not necessary to distinguish among Universal Corporation and its various operating subsidiaries or when any distinction is clear from the context in which it is used. See the “Results of Operations” section in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 for a discussion of segment operating income, a non-GAAP financial measure that we refer to in this Annual Report on Form 10-K and consider useful in understanding our business results and trends. PART I Item 1. Business A. The Company Overview We are the leading global leaf tobacco supplier. We operate in over 30 countries on five continents and procure, finance, process, pack, store and ship leaf tobacco and other agri-products. Tobacco has been our principal focus since our founding in 1918. The largest portion of our business involves procuring and processing flue-cured and burley leaf tobacco for manufacturers of consumer tobacco products. We do not manufacture any consumer products. Rather, we support consumer product manufacturers by selling them processed raw products and performing related services for them. Our reportable segments for our flue-cured and burley tobacco operations are North America and Other Regions. We also have a third reportable segment, Other Tobacco Operations, which comprises our dark tobacco business, our oriental tobacco joint venture, and certain tobacco- and non-tobacco-related services. We generated approximately $2.1 billion in consolidated revenues and earned $186.1 million in total segment operating income in fiscal year 2016. Universal Corporation is a holding company that operates through numerous directly and indirectly owned subsidiaries. Universal Corporation’s primary subsidiary is Universal Leaf Tobacco Company, Incorporated. See Exhibit 21, “Subsidiaries of the Registrant,” for additional subsidiary information. 3 Key Operating Principles We believe that by following several key operating principles we can continue to produce good financial returns from our business and enhance shareholder value. These key operating principles are: • • Strategic market position. We work closely with both our customers and suppliers to ensure that we deliver a product that meets our customers' needs while cultivating a strong, sustainable supplier base. We balance purchases of leaf tobacco against indicated customer demand and maintain global procurement and production operations to maximize supply chain efficiencies. Strong local management. Having strong local management in all of our key supply origins allows us to identify and react to constantly shifting market conditions. Empowered and experienced local management, coupled with global coordination, affords us the flexibility and knowledge necessary to adapt quickly in order to continually deliver high quality, competitively-priced products and services. • Compliant products. Customers expect a sustainable supply of compliant, traceable, competitively-priced product, and we believe that we lead in delivering these products. Among other initiatives, we invest in training farmers in good agricultural practices that encompass crop quality, environmental stewardship and agricultural labor standards. • Diversified sources. We operate in over 30 countries on five continents and maintain a presence in all major flue- cured, burley, oriental, and dark air-cured tobacco origin markets. This global presence allows us to meet our customers' diverse leaf requirements while minimizing the effects of adverse crop conditions and other localized supply disruptions. • Financial strength. Financial strength is critical and enables us to fund our global operations efficiently and to facilitate investment when suitable opportunities arise. Management of liquidity, interest expense and capital costs provides us with a competitive advantage and affords us flexibility when responding to customer requirements and market changes. Additional Information Our website address is www.universalcorp.com. We post regulatory filings on this website as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. These filings include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, Section 16 reports on Forms 3, 4, and 5, and any amendments to those reports filed with or furnished to the SEC. Access to these filings on our website is available free of charge. Copies are also available, without charge, from Universal Corporation Investor Relations, 9201 Forest Hill Avenue, Richmond, VA 23235. Reports filed with the SEC may be viewed at www.sec.gov or obtained at the SEC Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800- SEC-0330. We also post our press releases on our website. Information on our website is not deemed to be incorporated by reference into this Annual Report. In addition, our Corporate Governance Guidelines, Code of Conduct, and charters for the Audit Committee, the Executive Committee, the Executive Compensation, Nominating and Corporate Governance Committee, the Pension Investment Committee, and the Finance Committee are available free of charge to shareholders and the public through the “Corporate Governance” section of our website. Printed copies of the foregoing are available to any shareholder upon written request to our Treasurer at the address set forth on the cover of this Annual Report or may be requested through our website, www.universalcorp.com. 4 B. Description of Business General Our primary business is procuring, financing, processing, packing, storing, and shipping leaf tobacco for sale to manufacturers of consumer tobacco products. Procuring leaf tobacco involves contracting with, providing agronomy support to, and financing farmers in many origins. We do not manufacture cigarettes or other consumer tobacco products. Rather, we support consumer product manufacturers by selling them processed leaf tobacco and performing related services for them. Through various operating subsidiaries and unconsolidated affiliates located in tobacco-growing origins around the world, we contract, purchase, process, and sell flue-cured and burley tobaccos, as well as dark air-cured and oriental tobaccos. Flue-cured, burley, and oriental tobaccos are used principally in the manufacture of cigarettes, and dark air-cured tobaccos are used mainly in the manufacture of cigars, smokeless, and pipe tobacco products. We also provide value-added services to our customers, including blending, chemical and physical testing of tobacco, service cutting for select manufacturers, manufacturing reconstituted leaf tobacco, and managing just-in-time inventory. Several important operating factors characterize our company and our primary business, leaf tobacco: • Experience dealing with large numbers of farmers, • Expertise in delivering a sustainable supply of compliant, traceable, competitively-priced leaf tobacco, • Capability to meet unique customer requirements for style, volume and quality, • Longstanding customer relationships, • • Presence in all major leaf tobacco sourcing areas, and Financial strength and flexibility. In addition to our leaf tobacco business, we are involved in other agribusiness opportunities. We participate in a joint venture that supplies liquid nicotine, manufactured in the United States, to the vapor products industry. During fiscal year 2015, we entered a new business to produce high-quality dehydrated and juiced fruit and vegetable products. Initially, this business is focusing on producing value-added ingredients derived from sweet potatoes. When looking at new opportunities, we seek prospects where we believe we can earn an adequate return, leverage our assets and expertise, and enhance our farmer base. For example, with our food ingredients business, we identified a business that we believe will enhance the value of our company, build on our expertise as a business-to-business supplier of agricultural ingredients to companies that produce consumer products, and support tobacco farmers who grow sweet potatoes as a rotational crop. With respect to our leaf tobacco business, we generate our revenues from product sales of processed, packed tobacco that we source, from processing fees for tobacco owned by third parties, and from fees for other services. Sales to our five largest customers, with whom we have longstanding relationships, have accounted for more than 60% of our consolidated revenues for each of the past three fiscal years. Our sales consist primarily of flue-cured and burley tobaccos. For the fiscal year ended March 31, 2016, our flue-cured and burley operations accounted for 90% of our revenues and 94% of our segment operating income. We conduct our business in varying degrees in a number of countries, including Bangladesh, Brazil, the Dominican Republic, Germany, Guatemala, Hungary, India, Indonesia, Italy, Malawi, Mexico, Mozambique, the Netherlands, Nicaragua, Paraguay, the People’s Republic of China, the Philippines, Poland, Russia, Singapore, South Africa, Spain, Switzerland, Tanzania, the United Arab Emirates, the United States, and Zimbabwe. In addition, our oriental tobacco joint venture, Socotab, L.L.C. has operations in Bulgaria, Greece, Macedonia, and Turkey. Because unprocessed, or “green,” leaf tobacco is a perishable product, timely processing is an essential service to our customers. Our processing of leaf tobacco includes grading in the factories, blending, removal of non-tobacco material, separation of leaf from the stems, drying, packing to precise moisture targets for proper aging, as well as temporary storage. Accomplishing these tasks generally requires investments in factories and machinery in areas where the tobacco is grown. Processed tobacco that has been properly packed can be stored by customers for a number of years prior to use, but most processed tobacco is used within two to three years. We are a major purchaser and processor in the chief exporting regions for flue-cured and burley tobacco throughout the world. Africa, Brazil, and the United States produce approximately 60% of the flue-cured and burley tobacco grown outside of China. We estimate that we have historically handled, through leaf sales or processing, between 35% and 45% of the annual production of such tobaccos in Africa, between 15% and 25% in Brazil, and between 25% and 35% in the United States. These percentages can change from year to year based on the size, price, and quality of the crops. As tobacco growing regions have expanded in Africa, we have handled a larger proportion of the crops there. We participate in the procurement, processing, storage, and sale of oriental tobacco through ownership of a 49% equity interest in Socotab, L.L.C., a leading supplier of oriental tobaccos. In addition, we maintain a presence, and in certain cases, a leading presence, in virtually all other major tobacco growing regions in the world. We believe that our leading position in the leaf tobacco industry is based on our operating presence in all of the major sourcing areas, our ability to meet customer style, volume, and quality requirements, our expertise in dealing with large numbers of farmers, our long-standing relationships with customers, our development of processing equipment and technologies, and our 5 financial position. The efficiencies that we offer our customers, due to our established network of operational expertise and infrastructure on the ground and our ability to market most styles and grades of leaf to a diverse customer base, are also key to our success. We also have a leading position in worldwide dark tobacco markets. Our dark tobacco operations are located in most of the major producing countries and in other smaller markets. We operate in major dark tobacco producing countries, including the United States, the Dominican Republic, Indonesia, Paraguay, the Philippines, Nicaragua, and Brazil. Dark tobaccos are typically used in the manufacture of cigars, pipe tobacco, and smokeless tobacco products, and as components of certain “roll-your-own” cigarette products. Sales are made by our sales force and, to a much smaller degree, through the use of commissioned agents. Most customers are long-established tobacco product manufacturers. Customer contract arrangements vary around the world and include negotiated pricing as well as cost plus arrangements. Discussions of a customer’s longer-term needs may begin as early as one to two years in advance of a particular crop purchase. These discussions are key to our future crop production planning. Prior to planting each year, we use early customer indications for type, style, processing, and volume requirements for the upcoming season’s crop to help us determine our farmer contracting and grower input needs in our origins. We work with our farmers and customers continually throughout the crop season. As crops progress through the growing season, customers will inspect the crop, and a customer’s early indications may be refined based upon emerging crop qualities and quantities and market pricing expectations. Ultimately, purchase agreements specifying quantity, quality, grade and price are executed, leading to inventory allocations of harvested green or processed leaf that we have acquired. In the majority of the countries where we operate, we contract directly with tobacco farmers or tobacco farmer cooperatives. In most countries outside the United States, we advance seed, fertilizer, and other agricultural inputs to farmers. These advances are repaid by farmers with the tobacco they produce. We are dedicated to promoting a sustainable farmer base and provide our farmers with agronomy support. Our Good Agricultural Practices programs educate farmers in such matters as the reduction of non-tobacco related materials, product traceability, environmental sustainability, agricultural labor standards, and social responsibility. In Malawi and Zimbabwe, we also purchase some tobacco under auction systems. Our foreign operations are subject to international business risks, including unsettled political conditions, expropriation, import and export restrictions, exchange controls, and currency fluctuations. During the tobacco season in many of the countries listed above, we advance funds, guarantee local loans, or do both, each in substantial amounts, for the eventual purchase of tobacco. The majority of these seasonal advances and loan guarantees mature in one year or less upon the farmers’ delivery of contracted tobaccos. Most advances to farmers are denominated in local currency, which is a source of foreign currency exchange rate risk. Most tobacco sales are denominated in U.S. dollars, which reduces our foreign currency exchange risk after the tobacco has been purchased. See Item 1A, “Risk Factors” for more information about our foreign currency exchange and other risks. For a discussion of recent developments and trends in our business, along with factors that may affect our business, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 1A, “Risk Factors.” Seasonality Our operations are seasonal in nature. Tobacco in Brazil is usually purchased from January through July, while buying in Malawi, Mozambique, and other African countries typically begins around April and continues through November. Farmers begin to sell U.S. flue-cured tobacco in late July, and the marketing season lasts for approximately four months. We normally operate each of our processing plants for seven to nine months of the year. During this period for each region, inventories of green tobacco, inventories of processed tobacco, and trade accounts receivable normally reach peak levels in succession. We normally finance this expansion of current assets with cash, short-term borrowings from banks, and customer advances, and these funding sources normally reach their peak usage in each region during its respective purchasing or processing period. Our balance sheet at our fiscal year end reflects seasonal expansions in working capital in South America and Central America. Our financial performance is also impacted by the seasonality of our business. As a result of customer shipment preferences, we have seen a larger portion of our volumes shipped in the second half of our fiscal year. These changes in customer shipment schedules or changes in crop timing in a season can also shift recognition of revenue in a given fiscal year. Customers A material part of our business is dependent upon a few customers. Our five largest customers are Philip Morris International, Inc., British American Tobacco plc, Imperial Brands plc, Japan Tobacco, Inc. and China Tobacco International, Inc. In the aggregate, these customers have accounted for more than 60% of our consolidated revenues for each of the past three fiscal years. For the fiscal year ended March 31, 2016, each of Philip Morris International, Inc. and British American Tobacco plc, including their respective affiliates, accounted for 10% or more of our revenues, while Imperial Brands plc, Japan Tobacco, Inc. and China Tobacco International, Inc. each accounted for between 7% and 10% of our revenues. The loss of, or substantial reduction in business from, any of these customers could have a material adverse effect on our results. We have longstanding relationships with all of these customers. 6 We had commitments from customers for approximately $516 million of the tobacco in our inventories at March 31, 2016. Based upon historical experience, we expect that at least 90% of such orders will be delivered during fiscal year 2017. Most of our product requires shipment via trucks and oceangoing vessels to reach customer destinations. Delays in the delivery of orders can result from such factors as truck and container availability, port access and capacity, vessel scheduling, and changing customer requirements for shipment. As more fully described in Note 1 to the consolidated financial statements in Item 8 of this Annual Report, we recognize revenue from the sale of tobacco when title and risk of loss is transferred to our customer. Individual shipments may be large, and since the customer typically specifies shipping dates, our financial results may vary significantly between reporting periods due to timing of sales. In some markets, including the United States, Italy, and Brazil, we process tobacco that is owned by our customers, and we recognize the revenue for that service when the processing is completed. Competition Competition among leaf tobacco suppliers is based on the ability to meet customer specifications in the growing, buying, processing, and financing of tobacco, and on the price charged for products and services. Competition varies depending on the market or country involved. The number of competitors varies from country to country, but there is competition in most areas to buy and sell the available tobacco. Our principal competitor is Alliance One International, Inc. (“Alliance One”). Alliance One operates in most of the countries where we operate. Based on our estimates, we do not believe that worldwide market shares differ substantially between the two companies. Most of our major customers are partially vertically integrated, and thus also compete with us for the purchase of leaf tobacco in several of the major markets. In most major markets, smaller competitors are very active. These competitors typically have lower overhead requirements and provide less support to customers and farmers. Due to their lower cost structures, they can often offer a price on products that is lower than our price. However, we believe that we provide quality controls and farm programs that add value for our customers in an increasingly regulated world and make our products highly desirable. For example, we have established worldwide farm programs designed to prevent non-tobacco related materials from being introduced into the green tobacco delivered to our factories. In addition, we have established programs for sustainable tobacco production which include promoting Good Agricultural Practices that encompass crop quality, environmental stewardship, and agricultural labor practices. We believe that our major customers increasingly require these services and that our programs increase the quality and value of the products and services we offer. We also believe that our customers value the security of supply that we are able to provide due to our strong relationships with our farmer base and our global footprint. Reportable Segments We evaluate the performance of our leaf tobacco business by geographic region, although the dark air-cured and oriental tobacco businesses are each evaluated on the basis of their worldwide operations. Performance of the oriental tobacco operations is evaluated based on our equity in the pretax earnings of our affiliate. Under this structure, we have the following primary operating segments: North America, South America, Africa, Europe, Asia, Dark Air-Cured, Oriental, and Special Services. North America, South America, Africa, Europe, and Asia are primarily involved in flue-cured and burley leaf tobacco operations for supply to cigarette manufacturers. Our Dark Air-Cured group supplies dark air-cured tobacco principally to manufacturers of cigars, pipe tobacco, and smokeless tobacco products, and our Oriental business supplies oriental tobacco to cigarette manufacturers. Our Special Services group provides laboratory services, including physical and chemical product testing, e-cigarette and e-liquid testing, and smoke testing for customers. Our liquid nicotine joint venture and our fruit and vegetable ingredients business are also included in the Special Services group. The five regional operating segments serving our cigarette manufacturer customers share similar characteristics in the nature of their products and services, production processes, class of customer, product distribution methods, and regulatory environment. Based on the applicable accounting guidance, four of the regions – South America, Africa, Europe, and Asia – are aggregated into a single reporting segment, Other Regions, because they also have similar economic characteristics. North America is reported as an individual operating segment, because its economic characteristics differ from the other regions, generally because its operations require lower working capital investments for crop financing and inventory. The Dark Air-Cured, Oriental, and Special Services segments, which have differing characteristics in some of the categories mentioned above, are reported together as Other Tobacco Operations, because each is below the measurement threshold for separate reporting. Financial Information about Segments Our North America and Other Regions reportable segments, which represent our flue-cured and burley tobacco operations, accounted for 17% and 73% of our revenues and 17% and 77% of our segment operating income, respectively, in fiscal years 2016 and 2015. Our Other Tobacco Operations reportable segment accounted for 10% of our revenues and 6% of our segment operating income in fiscal year 2016. Sales and other operating revenues and operating income attributable to our reportable segments for each of the last three fiscal years, along with segment assets for each reportable segment at March 31, 2016, 2015, and 2014, are set forth in Note 14 to the consolidated financial statements, which are included in Item 8 of this Annual Report. Information with 7 respect to the geographic distribution of our revenues and long-lived assets is also set forth in Note 14 to the consolidated financial statements. C. Employees We employed over 24,000 employees throughout the world during the fiscal year ended March 31, 2016. We estimated this figure because the majority of our personnel are seasonal employees. D. Research and Development We did not expend material amounts for research and development during the fiscal years ended March 31, 2016, 2015, or 2014. E. Patents, etc. We hold no material patents, licenses, franchises, or concessions. F. Government Regulation, Environmental Matters, and Other Matters Our business is subject to general governmental regulation in the United States and in foreign jurisdictions where we conduct business. Such regulation includes, but is not limited to, matters relating to environmental protection. To date, governmental provisions regulating the discharge of material into the environment have not had a material effect upon our capital expenditures, earnings, or competitive position. See Item 1A, “Risk Factors” for a discussion of government regulations and other factors that may affect our business. 8 Item 1A. Risk Factors Operating Factors In areas where we purchase leaf tobacco directly from farmers, we bear the risk that the tobacco we receive will not meet quality and quantity requirements. When we contract directly with tobacco farmers or tobacco farmer cooperatives, which is the method we use to purchase tobacco in most countries, we bear the risk that the tobacco delivered may not meet customer quality and quantity requirements. If the tobacco does not meet such market requirements, we may not be able to fill all of our customers’ orders, and such failure would have an adverse effect on profitability and results of operations. In a contract market our obligation is to purchase the entire tobacco plant, which encompasses many leaf styles, therefore, we also have a risk that not all of that production will be readily marketable at prices that support acceptable margins. In addition, in many foreign countries where we purchase tobacco directly from farmers, we provide them with financing. Unless we receive marketable tobacco that meets the quality and quantity specifications of our customers, we bear the risk that we will not be able to fully recover our crop advances or recover them in a reasonable period of time. The leaf tobacco industry is competitive, and we are heavily reliant on a few large customers. We are one of two major independent global competitors in the leaf tobacco industry, both of whom are reliant upon a few large customers. The loss of one of those large customers or a significant decrease in their demand for our products or services could significantly decrease our sales of products or services, which would have a material adverse effect on our results of operations. The competition among leaf tobacco suppliers and dealers is based on the ability to meet customer requirements in the buying, processing, and financing of tobacco, and on the price charged for products and services. We believe that we consistently meet our customers’ requirements and charge competitive prices. Since we rely upon a few significant customers, the consolidation or failure of any of these large customers, or a significant increase in their vertical integration, could contribute to a significant decrease in our sales of products and services. We compete for both the purchase and sale of leaf with smaller leaf tobacco suppliers in some of the markets where we conduct business. Some of these smaller leaf tobacco suppliers operate in more than one country. Since they typically provide little or no support to farmers, these leaf tobacco suppliers typically have lower overhead requirements than we do. Due to their lower cost structures, they often can offer prices on products and services that are lower than our prices. Our customers also directly source leaf tobacco from farmers to meet some of their raw material needs. Direct sourcing provides our customers with some qualities and quantities of leaf tobacco that they prefer not to use in their existing blends and that may be offered for sale. This competition for both the sale and purchase of leaf could reduce the volume of the leaf we handle and could negatively impact our financial results. Our financial results can be significantly affected by changes in the balance of supply and demand for leaf tobacco. As a leaf tobacco supplier, our financial results can be significantly affected by changes in the overall balance of worldwide supply and demand for leaf tobacco. The demand for leaf tobacco, which is based upon customers’ expectations of their future requirements, can change from time to time depending upon factors affecting the demand for their products. Our customers’ expectations and their demand for leaf tobacco are influenced by a number of factors, including: • • • • • trends in the global consumption of cigarettes, trends in consumption of cigars and other tobacco products, trends in consumption of alternative tobacco products, such as e-cigarettes, levels of competition among our customers, and regulatory and governmental factors. The world supply of leaf tobacco at any given time is a function of current tobacco production, inventories held by manufacturers, and the stocks of leaf tobacco held by leaf tobacco suppliers. Production of tobacco in a given year may be significantly affected by such factors as: • • • demographic shifts that change the number of farmers or the amount of land available to grow tobacco, decisions by farmers to grow crops other than leaf tobacco, volume of annual tobacco plantings and yields realized by farmers, availability of crop inputs, • • weather and natural disasters, including any adverse weather conditions that may result from climate change, and • crop infestation and disease. Any significant change in these factors could cause a material imbalance in the supply of and demand for tobacco, which would affect our results of operations. 9 Our financial results will vary according to tobacco growing conditions, customer requirements, and other factors. These factors may also limit the ability to accurately forecast our future performance and increase the risk of an investment in our common stock or other securities. Our financial results, particularly our year-over-year quarterly comparisons, may be significantly affected by variations in tobacco growing seasons and fluctuations in crop sizes. The timing of the cultivation and delivery of tobacco is dependent upon a number of factors, including weather and other natural events, and our processing schedules and results of operations can be significantly altered by these factors. In addition, the potential impact of climate change is uncertain and may vary by geographic region. The possible effects, as described in various public accounts, could include changes in rainfall patterns, water shortages, changing storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business operations and the supply and demand for leaf tobacco. Our operations also rely on dependable and efficient transportation services. A disruption in transportation services, as a result of climate change or otherwise, may also significantly impact our results of operations. Further, the timing and unpredictability of customer orders and shipments may require us to keep tobacco in inventory and may also result in variations in quarterly and annual financial results. We base sales recognition on the passage of ownership. Since individual shipments may represent significant amounts of revenue, our quarterly and annual financial results may vary significantly depending on the timing of needs and shipping instructions of our customers and the availability of transportation services. These fluctuations result in varying volumes and sales in given periods, which also reduce the comparability of financial results. Major shifts in customer requirements for tobacco supply may significantly affect our operating results. If our customers significantly alter their requirements for tobacco volumes from certain regions, we may have to change our production facilities and alter our fixed asset base in certain origins. Permanent or long-term reduction in demand for tobacco from origins where we have operations may trigger restructuring and impairment charges. We may also need to make significant capital investments in other regions to develop the needed infrastructure to meet customer supply requirements. Weather and other conditions can affect the marketability of our products. Tobacco crops are subject to vagaries of weather and the environment that can, in some cases, change the quality or size of the crops. If a weather event is particularly severe, such as a major drought or hurricane, the affected crop could be destroyed or damaged to an extent that it would be less desirable to manufacturers, which would result in a reduction in revenues. If such an event is also widespread, it could affect our ability to acquire the quantity of tobacco required by our customers. In addition, other factors can affect the marketability of tobacco, including, among other things, the presence of excess residues of crop protection agents or non-tobacco related materials. A significant event impacting the condition or quality of a large amount of any of the crops that we buy could make it difficult for us to sell these products or to fill customers’ orders. Our food ingredient business is subject to industry-specific risks which could adversely affect our operating results. Our food ingredients business is subject to risks posed by food spoilage or food contamination; shifting consumer preferences; federal, state, and local food processing regulations; product tampering; and product liability claims. If one or more of these risks were to materialize, our revenues and operating results could be adversely affected, and our Company’s reputation might be damaged. Regulatory and Governmental Factors Government efforts to regulate the production and consumption of tobacco products could have a significant impact on the businesses of our customers, which would, in turn, affect our results of operations. Nationally, the U.S. federal government and certain state and local governments have taken or proposed actions that may have the effect of reducing U.S. consumption of tobacco products and indirectly reducing demand for our products and services. These activities have included: • • • • 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 all 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. Numerous other legislative and regulatory anti-smoking measures have been proposed at the federal, state, and local levels. About 5% of cigarettes manufactured worldwide are consumed in the United States. Globally, a number of foreign governments and non-government organizations also have taken or proposed steps to restrict or prohibit tobacco product advertising and promotion, to increase taxes on tobacco products, to indirectly limit the use of certain types of tobacco, and to discourage tobacco product consumption. A number of such measures, including plain packaging, are included in the Framework Convention on Tobacco Control (“FCTC”), which was negotiated and promoted globally under the 10 auspices of the World Health Organization (“WHO”). We cannot predict the extent or speed at which the efforts of governments or non-governmental agencies to reduce tobacco consumption might affect the business of our primary customers. However, a significant decrease in worldwide tobacco consumption brought about by existing or future governmental laws and regulations would reduce demand for tobacco products and services and could have a material adverse effect on our results of operations. Government actions can have a significant effect on the sourcing of tobacco. If some of the current efforts are successful, we could have difficulty obtaining sufficient tobacco to meet our customers’ requirements, which could have an adverse effect on our performance and results of operations. The WHO, through the FCTC, has created a formal study group to identify and assess crop diversification initiatives and alternatives to growing leaf tobacco in countries whose economies depend upon tobacco production. The study group began its work in February 2007. If certain countries were to partner with the FCTC study group and seek to eliminate or significantly reduce leaf tobacco production, we could encounter difficulty in sourcing leaf tobacco to fill customer requirements, which could have an adverse effect on our results of operations. Certain recommendations by the WHO, through the FCTC, may cause shifts in customer usage of certain styles of tobacco. As seen in countries like Canada and Brazil and in the European Union, efforts have been taken to eliminate ingredients from the manufacturing process for tobacco products. Recently, the FCTC and the FDA have discussed formulating a nicotine strategy (limitations on the level of nicotine allowed in tobacco and tobacco smoke). Such decisions could cause a change in requirements for certain styles of tobacco in particular countries. Shifts in customer demand from one type of tobacco to another could create sourcing challenges as requirements move from one origin to another. Trade proposals currently under consideration include provisions that could effectively allow governments to regulate tobacco products differently than other products. These “carve outs”, as negotiated in the TransPacific Partnership Agreement, could negatively impact the industry and reduce requirements for leaf tobacco. In addition, continued government and public emphasis on environmental issues, including climate change, conservation, and natural resource management, could result in new or more stringent forms of regulatory oversight of industry activities, which may lead to increased levels of expenditures for environmental controls, land use restrictions affecting us or our suppliers, and other conditions that could have a material adverse effect on our business, financial condition, and results of operations. For example, certain aspects of our business generate carbon emissions. Regulatory restrictions on greenhouse gas emissions have been proposed. These may include limitations on such emissions, taxes or emission allowance fees on such emissions, various restrictions on industrial operations, and other measures that could affect land-use decisions, the cost of agricultural production, and the cost and means of processing and transporting our products. These actions could adversely affect our business, financial condition, and results of operations. Because we conduct a significant portion of our operations internationally, political and economic uncertainties in certain countries could have an adverse effect on our performance and results of operations. Our international operations are subject to uncertainties and risks relating to the political stability of certain foreign governments, principally in developing countries and emerging markets, and also to the effects of changes in the trade policies and economic regulations of foreign governments. These uncertainties and risks, which include undeveloped or antiquated commercial law, the expropriation, indigenization, or nationalization of assets, and the authority to revoke or refuse to renew business licenses and work permits, may adversely impact our ability to effectively manage our operations in those countries. We have substantial capital investments in South America and Africa, and the performance of our operations in those regions can materially affect our earnings. If the political situation in any of the countries where we conduct business were to deteriorate significantly, our ability to recover assets located there could be impaired. To the extent that we do not replace any lost volumes of tobacco with tobacco from other sources, or we incur increased costs related to such replacement, our financial condition or results of operations, or both, would suffer. Changes in tax laws in the countries where we do business may adversely affect our results of operations. Through our subsidiaries, we are subject to the tax laws of many jurisdictions. Changes in tax laws or the interpretation of tax laws can affect our earnings, as can the resolution of various pending and contested tax issues. In most jurisdictions, we regularly have audits and examinations by the designated tax authorities, and additional tax assessments are common. We believe that we comply with applicable tax laws in the jurisdictions where we operate, and we vigorously contest all significant tax assessments where we believe we are in compliance with the tax laws. 11 Financial Factors Failure of our customers or suppliers to repay extensions of credit could materially impact our results of operations. We extend credit to both suppliers and customers. A significant bad debt provision related to amounts due could adversely affect our results of operations. In addition, crop advances to farmers are generally secured by the farmers’ agreement to deliver green tobacco. In the event of crop failure, delivery failure, or permanent reductions in crop sizes, full recovery of advances may never be realized, or otherwise could be delayed until future crops are delivered. See Notes 1 and 13 to the consolidated financial statements in Item 8 for more information on these extensions of credit. Fluctuations in foreign currency exchange rates may affect our results of operations. We account for most of our tobacco operations using the U.S. dollar as the functional currency. The international tobacco trade generally is conducted in U.S. dollars, and we finance most of our tobacco operations in U.S. dollars. Although this generally limits foreign exchange risk to the economic risk that is related to leaf purchase and production costs, overhead, and income taxes in the source country, significant currency movements could materially impact our results of operations. Changes in exchange rates can make a particular crop more or less expensive in U.S. dollar terms. If a particular crop is viewed as expensive in U.S. dollar terms, it may be less attractive in the world market. This could negatively affect the profitability of that crop and our results of operations. In certain tobacco markets that are primarily domestic, the local currency is the functional currency. Examples of these markets are Hungary, Poland, and the Philippines. Similarly, the local currency is the functional currency in other markets, such as Western Europe, where export sales have been denominated primarily in local currencies. In these markets, reported earnings are affected by the translation of the local currency into the U.S. dollar. See Item 7A, “Qualitative and Quantitative Disclosure About Market Risk” for additional discussion related to foreign currency exchange risk. Our purchases of tobacco are generally made in local currency, and we also provide farmer advances that are denominated in the local currency. We account for currency remeasurement gains or losses on those advances as period costs, and they are usually accompanied by offsetting increases or decreases in the purchase cost of tobacco, which is priced in the local currency. The effect of differences in the cost of tobacco is generally not realized in our earnings until the tobacco is sold, which often occurs in a quarter or fiscal year subsequent to the recognition of the related remeasurement gains or losses. The difference in timing could affect our profitability in a given quarter or fiscal year. We have used currency hedging strategies to reduce our foreign currency exchange rate risks in some markets. In addition, where we source tobacco in countries with illiquid or nonexistent forward foreign exchange markets, we often manage our foreign exchange risk by matching funding for inventory purchases with the currency of sale and by minimizing our net investment in these countries. To the extent that we have net monetary assets or liabilities in local currency, and those balances are not hedged, we may have currency remeasurement gains or losses that will affect our results of operations. Changes in interest rates may affect our results of operations. We generally use both fixed and floating interest rate debt to finance our operations. Changes in market interest rates expose us to changes in cash flows for floating rate instruments and to changes in fair value for fixed-rate instruments. We normally maintain a proportion of our debt in both variable and fixed interest rates to manage this exposure, and from time to time we may enter hedge agreements to swap the interest rates. In addition, our customers may pay market rates of interest for inventory purchased on order, which could mitigate a portion of the floating interest rate exposure on short-term borrowings. To the extent we are unable to match these interest rates, a decrease in interest rates could increase our net financing costs. We also periodically have large cash balances and may receive deposits from customers, both of which we use to fund seasonal purchases of tobacco, reducing our financing needs. Decreases in short-term interest rates could reduce the income we derive from those investments. Changes in interest rates also affect expense related to our defined benefit pension plan, as described below. 12 Low investment performance by our defined benefit pension plan assets and changes in pension plan valuation assumptions may increase our pension expense and may require us to fund a larger portion of our pension obligations, thus diverting funds from other potential uses. We sponsor domestic defined benefit pension plans that cover certain eligible employees. Our results of operations may be positively or negatively affected by the amount of expense we record for these plans. U.S. generally accepted accounting principles (“GAAP”) require that we calculate expense for the plans using actuarial valuations. These valuations reflect assumptions about financial market and other economic conditions that may change based on changes in key economic indicators. The most significant year-end assumptions we used to estimate pension expense for fiscal year 2016 were the discount rate, the expected long-term rate of return on plan assets, and the mortality rates. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to shareholders’ equity through a reduction or increase to the “Pension and other postretirement benefits plan” component of Accumulated Other Comprehensive Loss. At the end of fiscal year 2016, the projected benefit obligation of our qualified U.S. pension plan was $222 million and plan assets were $197 million. For a discussion regarding how our financial statements can be affected by pension plan valuation assumptions, see “Critical Accounting Estimates – Pension and Other Postretirement Benefit Plans” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and in Note 10 to the consolidated financial statements in Item 8. Although GAAP expense and pension funding contributions are not directly related, key economic factors that affect GAAP expense can also affect the amount of cash we are required to contribute to our pension plans under requirements of the Employee Retirement Income Security Act (“ERISA”). Failure to achieve expected returns on plan assets could also result in an increase to the amount of cash we would be required to contribute to our pension plans. In order to maintain or improve the funded status of our plans, we may also choose to contribute more cash to our plans than required by ERISA regulations. Item 1B. Unresolved Staff Comments None 13 Item 2. Properties We own the following significant properties (greater than 500,000 square feet): Location Flue-Cured and Burley Leaf Tobacco Operations: North America: United States Principal Use Building Area (Square Feet) Nash County, North Carolina .......................................................................... Factory and storages 1,323,000 Other Regions: Brazil Santa Cruz ....................................................................................................... Factory and storages 2,386,000 Malawi Lilongwe.......................................................................................................... Factory and storages 942,000 Mozambique Tete .................................................................................................................. Factory and storages 770,000 Philippines Agoo, La Union ............................................................................................... Factory and storages 770,000 Tanzania Morogoro......................................................................................................... Factory and storages 895,000 Zimbabwe Harare (1) .......................................................................................................... Factory and storages 1,445,000 Other Tobacco Operations: United States Lancaster, Pennsylvania .................................................................................. Factory and storages 793,000 (1) Owned by an unconsolidated subsidiary. We lease headquarters office space of about 50,000 square feet at 9201 Forest Hill Avenue in Richmond, Virginia, which we believe is adequate for our current needs. Our business involves, among other things, storing and processing green tobacco and storing processed tobacco. We operate processing facilities in major tobacco growing areas. In addition, we require tobacco storage facilities that are in close proximity to the processing facilities. We own most of the tobacco storage facilities, but we lease additional space as needs arise, and expenses related to such leases are not material. We believe that the properties currently utilized in our tobacco operations are maintained in good operating condition and are suitable and adequate for our purposes at our current volumes. In addition to our significant properties listed above, we own other processing facilities in the following countries: Germany, Guatemala, Hungary, Italy, the Netherlands, Poland, and the United States. In addition, we have an ownership interest in a processing plant in Mexico and have access to processing facilities in other areas, such as India, the People’s Republic of China, and South Africa. Socotab L.L.C., an oriental tobacco joint venture in which we own a noncontrolling interest, owns tobacco processing plants in Turkey, Macedonia, and Bulgaria. Except for the Lancaster, Pennsylvania facility, the facilities described above are engaged primarily in processing tobaccos used by manufacturers in the production of cigarettes. The Lancaster facility, as well as facilities in Brazil, the Dominican Republic, Indonesia, and Paraguay, process tobaccos used in making cigar, pipe, and smokeless products, as well as components of certain “roll-your-own” products. We completed the construction of a 120,000 square-foot processing facility for our new fruit and vegetable ingredients business and began operations in that facility during fiscal year 2016. The facility is located in Nash County, North Carolina. 14 Item 3. Legal Proceedings Some of our subsidiaries are involved in litigation or legal matters incidental to their business activities. While the outcome of these matters cannot be predicted with certainty, we are vigorously defending the matters and do not currently expect that any of them will have a material adverse effect on our business or financial position. However, should one or more of these matters be resolved in a manner adverse to our current expectation, the effect on our results of operations for a particular fiscal reporting period could be material. Item 4. Mine Safety Disclosures Not applicable. 15 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Equity Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “UVV.” The following table sets forth the high and low sales prices per share of the common stock on the NYSE Composite Tape, based upon published financial sources, and the dividends declared on each share of common stock for the quarter indicated. Fiscal Year Ended March 31, 2016 Cash dividends declared ................................................................................... $ 0.52 $ 0.52 $ 0.53 $ 0.53 First Quarter Second Quarter Third Quarter Fourth Quarter Market price range: High................................................................................................................ Low ................................................................................................................ 57.76 46.80 58.41 46.98 57.72 49.70 57.27 51.49 Fiscal Year Ended March 31, 2015 Cash dividends declared ................................................................................... $ 0.51 $ 0.51 $ 0.52 $ 0.52 Market price range: High................................................................................................................ Low ................................................................................................................ 56.82 52.16 56.35 44.39 45.63 38.53 48.10 39.27 Our current dividend policy anticipates the payment of quarterly dividends in the future. However, the declaration and payment of dividends to holders of common stock is at the discretion of the Board of Directors and will be dependent upon our future earnings, financial condition, and capital requirements. Under the terms of our Series B 6.75% Convertible Perpetual Preferred Stock (the “Preferred Stock”), we may not declare or pay dividends on our common stock unless dividends on the Preferred Stock for the four most recent consecutive dividend periods have been declared and paid. The Preferred Stock contains provisions that prohibit the payment of cash dividends if certain income and shareholders’ equity levels are not met. Under certain of our credit facilities, we must meet financial covenants relating to minimum tangible net worth and maximum levels of debt. If we were not in compliance with them, these financial covenants could restrict our ability to pay dividends. We were in compliance with all such covenants at March 31, 2016. At May 20, 2016, there were 1,172 holders of record of our common stock. See Notes 5 and 11 to the consolidated financial statements in Item 8 for more information on debt covenants and equity securities. Purchases of Equity Securities As indicated in the following table, we did not repurchase shares of our common stock or our Series B 6.75% Convertible Perpetual Preferred Stock during the three-month period ended March 31, 2016: Common Stock Series B 6.75% Convertible Perpetual Preferred Stock 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) 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 1-31, 2016 .................. — $ February 1-29, 2016 ................ March 1-31, 2016 .................... — — Total......................................... — $ — — — — — — — — — $ — — — $ — — — — — $ 100,000,000 — — 100,000,000 100,000,000 — $ 100,000,000 (1) (2) (3) 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. Amounts listed for average price paid per share include broker commissions paid in the transactions. A stock repurchase plan, which was authorized by our Board of Directors, became effective and was publicly announced on November 5, 2015. This stock repurchase plan authorizes the purchase of up to $100 million in common and/or preferred stock in open market or privately negotiated transactions, subject to market conditions and other factors, and will expire on the earlier of November 15, 2017, or when we have exhausted the funds authorized for the program. 16 Item 6. Selected Financial Data Fiscal Year Ended March 31, 2016 2015 2014 2013 2012 (in thousands, except share and per share data, ratios, and number of shareholders) Summary of Operations Sales and other operating revenues................................................................... $ 2,120,373 $ 2,271,801 $ 2,542,115 $ 2,461,699 $ 2,446,877 Operating income.............................................................................................. $ (1) .......................................................................... $ Segment operating income Net income ........................................................................................................ $ (2) ...................................... $ Net income attributable to Universal Corporation 181,647 186,068 118,148 109,016 Earnings available to Universal Corporation common shareholders................ $ 94,268 $ $ $ $ $ 167,874 167,225 120,461 114,608 99,748 $ $ $ $ $ 246,151 175,175 155,155 149,009 134,159 $ $ $ $ $ 223,009 232,757 140,919 132,750 117,900 Return on beginning common shareholders’ equity ......................................... 8.2% 8.6% 12.8% 12.1% Earnings per share attributable to Universal Corporation common shareholders: Basic............................................................................................................ $ Diluted......................................................................................................... $ 4.16 3.92 $ $ 4.33 4.06 $ $ 5.77 5.25 $ $ 5.05 4.66 $ $ $ $ $ $ $ 180,304 233,548 100,819 92,057 77,207 7.9% 3.32 3.25 Financial Position at Year End Current ratio ...................................................................................................... 6.65 5.96 3.66 2.77 4.21 Total assets........................................................................................................ $ 2,232,797 $ 2,188,449 $ 2,264,893 $ 2,287,177 $ 2,244,733 Long-term debt.................................................................................................. $ 370,000 $ 370,000 $ 240,000 $ 181,250 $ 392,500 Working capital................................................................................................. $ 1,392,276 $ 1,329,770 $ 1,200,023 $ 1,094,764 $ 1,250,200 Total Universal Corporation shareholders’ equity............................................ $ 1,414,222 $ 1,362,725 $ 1,378,230 $ 1,258,571 $ 1,183,451 General Ratio of earnings to fixed charges .................................................................... Ratio of earnings to combined fixed charges and preference dividends........... Number of common shareholders..................................................................... 10.22 4.59 1,182 8.46 4.05 1,225 10.73 5.49 1,295 8.87 4.69 1,354 7.53 4.07 1,408 Weighted average common shares outstanding: Basic............................................................................................................... 22,683,290 23,035,920 23,238,978 23,354,793 23,227,884 Diluted............................................................................................................ 27,825,491 28,221,264 28,392,033 28,478,058 28,339,307 Dividends per share of convertible perpetual preferred stock (annual)............ $ 67.50 Dividends per share of common stock (annual) ............................................... $ 2.10 Book value per common share.......................................................................... $ 52.94 $ $ $ 67.50 2.06 50.95 $ $ $ 67.50 2.02 50.19 $ $ $ 67.50 1.98 44.79 $ $ $ 67.50 1.94 41.73 (1) The Company evaluates the performance of its segments based on operating income after allocated overhead expenses (excluding significant charges or credits), cplus equity in the pretax earnings of unconsolidated affiliates. See Note 14 to the consolidated financial statements in Item 8 of this Annual Report. (2) 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. 17 The calculations of the ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preference dividends are shown in Exhibit 12. Fixed charges primarily represent interest expense we incurred during the designated fiscal year, and preference dividends represent the pre-tax equivalent of dividends on preferred stock. Significant items included in the operating results in the above table are as follows: • • • • • Fiscal Year 2016 – a $3.4 million pretax gain arising from the acquisition of a joint venture partner's 50% ownership interest in a tobacco processing entity in Guatemala. The transaction increased our ownership interest in the entity to 100%, requiring us to consolidate the financial statements of the entity and to remeasure our original 50% ownership interest to fair value, resulting in the gain. In addition, we recorded restructuring and impairment costs of $2.4 million related to a decision to significantly scale back our operations in Zambia. The net effect of the gain and the restructuring and impairment costs increased pretax income by $1 million and net income by $0.7 million, or $0.02 per diluted share. Fiscal Year 2015 – a $12.7 million benefit to pretax earnings from the reversal of a valuation allowance on the remaining unused balance of the excise tax credits realized from the favorable outcome of litigation by our subsidiary in Brazil in fiscal year 2014. In addition, we recorded a consolidated income tax benefit of $8.0 million arising from the ability of our subsidiary, Deltafina S.p.A. ("Deltafina"), to pay a significant portion of the European Commission fine and related interest charges settled during the first quarter following the unsuccessful appeal of the case related to tobacco buying practices in Italy. The effect of those items was partially offset by restructuring costs of $4.9 million, primarily related to downsizing certain functions at our operations in Brazil and the decision to suspend our operations in Argentina. On a combined basis, the net effect of these items increased pretax income by $7.8 million and net income by $13.1 million, or $0.46 per diluted share. Fiscal Year 2014 – an $81.6 million pretax gain resulting from the favorable outcome of litigation by our operating subsidiary in Brazil related to previous years’ excise tax credits. In addition to the gain, we recorded restructuring costs of $6.7 million, primarily related to the closure of a tobacco processing facility in Brazil and the consolidation of these operations into our main processing facility there. The net effect of the gain and the restructuring costs increased pretax income by $74.9 million and net income by $48.7 million, or $1.72 per diluted share. Fiscal Year 2013 – $4.1 million in restructuring costs, primarily related to workforce reductions in Africa. The effect of these charges was a reduction in net income of $1.8 million, or $0.06 per diluted share. Fiscal Year 2012 – a $49.1 million charge to accrue a fine and accumulated interest imposed jointly on the Company and Deltafina by the European Commission related to tobacco buying practices in Italy. The charge reflected a September 2011 appeals court decision rejecting Deltafina's application to reinstate its immunity in the case. No income tax benefit was recorded on the non-deductible fine portion of the charge. In addition to that charge, we recorded restructuring costs of $11.7 million, including approximately $8.6 million for employee termination benefits, primarily related to our operations in the U.S. and South America, and $3.1 million for costs to exit a supplier arrangement in Europe. Results for the year also included a gain of $11.1 million on the sale of land and buildings in Brazil that were most recently used for storage activities and a $9.6 million gain on insurance settlement proceeds to replace factory and equipment lost in a fire at a plant in Europe. On a combined basis, the net effect of these items reduced pretax income by $40.0 million and net income by $40.3 million, or $1.42 per diluted share. 18 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of financial condition and results of operations is provided to enhance the understanding of, and should be read in conjunction with, Part I, Item 1, “Business” and Item 8, “Financial Statements and Supplementary Data.” For information on risks and uncertainties related to our business that may make past performance not indicative of future results, or cause actual results to differ materially from any forward-looking statements, see “General,” and Part I, Item 1A, “Risk Factors.” OVERVIEW We are the leading global leaf tobacco supplier. We derive most of our revenues from sales of processed tobacco to manufacturers of tobacco products throughout the world and from fees and commissions for specific services. We hold a strategic position in the world leaf markets where we work closely with both our customers and farmers to ensure that we deliver a compliant product that meets our customers' needs while promoting a strong supplier base. We adapt to meet changes in customer requirements as well as broader changes in the leaf markets, while continuing to provide the stability of supply and high level of service that distinguishes us in the marketplace. We believe that we have successfully met the needs of both our customers and suppliers while adapting to changes in leaf markets. Consequently, we have delivered strong results to our shareholders. Over the last three fiscal years, we have strengthened our balance sheet by repaying almost $60 million in debt, generated over $400 million in net cash flow from operations, and returned over $230 million to our shareholders through a combination of dividends and share repurchases. We have also faced challenging market conditions over the last three fiscal years. In fiscal year 2014, crop production levels increased, and markets in Brazil were volatile. Shipping volumes in the second half of that fiscal year exceeded those in the comparable period of the prior year. These increased volumes partially offset lower levels of carryover volumes in the first half of fiscal year 2014, weaker margins in Brazil from the volatile Brazilian leaf markets, and negative foreign currency remeasurement and exchange loss comparisons. Our higher working capital cash requirements in fiscal year 2014 were a sharp contrast to the returns of working capital seen in the prior fiscal year. In fiscal year 2014, purchases of larger crops, higher green leaf costs in Brazil, and investments in production growth in Africa utilized much of the substantial levels of cash flow from fiscal year 2013. In fiscal year 2015, declines in some of our customers’ sales volumes in the U.S. and Western European markets, partially due to weak economic conditions, reduced demand for leaf tobacco. At the same time, crops sold in fiscal year 2015 were larger than those sold in fiscal year 2014. Given fiscal year 2015’s oversupplied market conditions, we were pleased with the results we achieved. We ended the year with strong fourth quarter results, which helped to bring our segment operating earnings for the fiscal year in line with our expectations. We also realized higher margins, maintained our solid financial position, and returned over $90 million to our shareholders in dividends and share repurchases in fiscal year 2015. We believe that our performance that year demonstrated our ability to execute well on our objective of delivering a compliant product in an efficient manner to our customers, under challenging circumstances. We achieved improved results in fiscal year 2016, after managing through a second year of oversupplied market conditions. As anticipated, we ended the year with strong fourth quarter volumes, primarily driven by later timing of customer shipping orders in Brazil and Asia, and the positive change in leaf supply arrangements in our North America segment that we announced last year. We also achieved modest growth in overall volumes for the full fiscal year and improved our margins, and our selling, general, and administrative costs were lower. Our inventories continue to be well-managed, and uncommitted stocks have declined from last year’s level, in line with our target. In addition, we returned more than $60 million in dividends to our shareholders during the fiscal year, closed the year with higher cash balances, which will support upcoming seasonal working capital requirements in fiscal year 2017, and preserved our solid financial position. As we move into fiscal year 2017, global production estimates have continued to decline. Plantings have been reduced in some origins where farmers received lower green leaf prices in fiscal year 2016, and El Nino weather patterns have negatively impacted some crops, particularly in Brazil. Consequently, and due to aggressive green leaf market pricing, our crop purchase levels and sales volumes, as well as third-party processing volumes from that origin, will be lower in fiscal year 2017. However, we expect that Brazilian crop levels and our volumes will recover next season. While we believe that total production levels have largely moved into balance with anticipated demand, imbalances in certain leaf quality styles or types remain, and our customers' inventory composition and durations may also impact their near-term demand requirements. We also believe that seasonality will continue to influence our quarterly results, with some carryover crop deliveries expected in the first fiscal quarter of 2017. Although it is still early in the season, we currently anticipate that customer- mandated shipment timing will continue to be weighted toward the second half of the year. Although oversupplied markets during the past two fiscal years have been less than optimal, we are pleased with our solid performance demonstrated throughout this period, particularly during fiscal year 2016. We remain excited about our prospects and look forward to continuing our leadership role in the industry, as we work for and with our customers to improve efficiencies in our markets and to provide a sustainable, compliant, and competitively priced product, allowing us to fulfill their needs and to continue to provide value to our shareholders. 19 RESULTS OF OPERATIONS Amounts described as net income and earnings per diluted share in the following discussion are attributable to Universal Corporation and exclude earnings related to non-controlling interests in subsidiaries. The total for segment operating income referred to in the discussion below is a non-GAAP financial measure. This measure is not a financial measure calculated in accordance with GAAP and should not be considered as a substitute for net income, operating income, cash flows from operating activities or any other operating performance measure calculated in accordance with GAAP, and it may not be comparable to similarly titled measures reported by other companies. We have provided a reconciliation of the total for segment operating income to consolidated operating income in Note 14. "Operating Segments" to the consolidated financial statements in Item 8. We evaluate our segment performance excluding certain significant charges or credits. We believe this measure, which excludes these items that we believe are not indicative of our core operating results, provides investors with important information that is useful in understanding our business results and trends. Fiscal Year Ended March 31, 2016, Compared to the Fiscal Year Ended March 31, 2015 Net income for the fiscal year ended March 31, 2016, was $109.0 million, or $3.92 per diluted share, compared with last year’s net income of $114.6 million, or $4.06 per diluted share. Those results included certain non-recurring items, detailed in Other Items below, which increased diluted earnings per share by $0.02 and $0.46 for the years ended March 31, 2016 and 2015, respectively. Excluding those items in both years, net income for the fiscal year increased $6.8 million ($0.30 per diluted share) compared to the same period last year. Segment operating income, which excludes those items, was $186.1 million for fiscal year 2016, an increase of $18.8 million, or 11%, from the prior year. That improvement was primarily attributable to a reduction in selling, general, and administrative costs, as well as improved gross margins on this year’s modestly higher sales volumes. Revenues of $2.1 billion for fiscal year 2016 declined 7% compared with the previous year, driven mainly by lower green leaf costs and lower processing revenues, partly mitigated by the increase in volumes. Flue-cured and Burley Leaf Tobacco Operations Other Regions Operating income for the Other Regions segment for the fiscal year ended March 31, 2016, was $143.6 million, up 14% compared to $125.8 million in the previous fiscal year. Better margins, fewer inventory write-downs, and lower selling, general, and administrative expenses drove the earnings improvement. These positive factors outweighed lower margins in Europe and the currency translation effects of a stronger U.S. dollar which negatively impacted results from that region. Strong volumes in most regions were offset by declines in Africa on smaller crop sizes in some origins compared to the prior year. Selling, general, and administrative expenses for the segment were down significantly for the fiscal year, largely on reductions in local currency- denominated expenses from devaluation of foreign currencies, mainly in South America and Africa, and lower incentive compensation costs. Revenues for the segment were down about 12% to $1.5 billion, driven mostly by lower average green leaf prices and the modestly reduced volumes. North America Operating income for the North America segment for the fiscal year ended March 31, 2016, of $31.1 million was flat compared with the previous year. Earnings improvements from sales volume increases, due in part to old crop sales in the first fiscal quarter, and the previously announced change in business with Philip Morris International, Inc. in the United States from a toll processing model to sales of processed tobacco, were offset by lower margins and lower earnings from Guatemala and Mexico. In addition, processing volumes declined significantly compared with the prior year as a result of that change in business, and a portion of crop volumes sold under this new arrangement will carry over as shipments in fiscal year 2017. Fiscal year 2016 revenues for the segment increased by 19% to $361.8 million compared to the prior fiscal year, on higher sales volumes at lower green leaf prices, a less favorable product mix, and lower processing revenues. Other Tobacco Operations For the fiscal year ended March 31, 2016, the Other Tobacco Operations segment operating income increased by $1.0 million to $11.3 million compared with the same period last year. Earnings were up significantly for the dark tobacco operations on higher volumes, better margins, and lower selling, general, and administrative costs. That improvement was partly offset by lower results from the oriental joint venture as benefits from improved margins and lower overhead costs were outweighed by higher currency remeasurement losses and tax accruals. The special services group incurred losses for the year, mainly from startup and production testing costs for the new food ingredients business. Revenues for the segment were down by $7.4 million to $219.6 million for the year ended March 31, 2016, as the higher volumes for the dark tobacco operations were more than offset by reduced volumes at lower prices from the timing of shipments of oriental tobaccos into the United States compared to the previous year. 20 Other Items Cost of goods sold decreased by about 8% to $1.7 billion for the fiscal year ended March 31, 2016, primarily due to lower green leaf prices and the effects of local-currency devaluations on factory costs compared with the previous year. Selling, general, and administrative costs decreased by $23.5 million for the fiscal year ended March 31, 2016, compared with the prior year. The decline for the fiscal year was mainly driven by reductions in local currency-denominated expenses from devaluation of foreign currencies in South America and Africa, and lower incentive compensation costs, reduced in part by higher net currency and exchange losses in Asia as well as costs to settle challenges regarding property rights and valuation in South America. Interest expense of $15.7 million for the fiscal year ended March 31, 2016, declined by about 8% compared to the prior fiscal year. The reduction was mostly due to lower average short-term borrowings for seasonal working capital, offset in part by higher effective interest rates on long-term bank loans from fixed interest rate swaps entered on those loans in the fourth quarter of fiscal 2015. The consolidated effective tax rate for the fiscal year ended March 31, 2016, was approximately 32% compared to about 24% for the prior year comparable period. Income taxes for fiscal year 2015 were reduced by a non-recurring benefit of $8.0 million arising from the partial payment of the European Commission fine by our Italian subsidiary in June 2014. In both years, the decrease from the 35% U.S. statutory rate was also influenced by lower net effective tax rates on income from certain foreign subsidiaries, as well as the effects of changes in local currency exchange rates on deferred income tax balances. Results for the year ended March 31, 2016, included restructuring and impairment costs of $2.4 million ($0.06 per diluted share) and a gain of $3.4 million ($0.08 per diluted share) on remeasuring the Company’s interest in a tobacco processing joint venture to fair value upon acquiring our partner’s 50% ownership in the third fiscal quarter. Results for the year ended March 31, 2015, included an income tax benefit of $8.0 million ($0.28 per diluted share) arising from a subsidiary’s payment of a portion of a fine, restructuring costs of $4.9 million ($0.11 per diluted share), and a gain of $12.7 million ($0.29 per diluted share), from updated projections related to the favorable outcome in fiscal year 2014 of litigation in Brazil regarding previous years’ excise tax credits. Fiscal Year Ended March 31, 2015, Compared to the Fiscal Year Ended March 31, 2014 Net income for the fiscal year ended March 31, 2015, was $114.6 million, or $4.06 per diluted share, compared with fiscal year 2014’s net income of $149.0 million, or $5.25 per diluted share. Fiscal year 2014’s results included a gain of $81.6 million before tax ($53.1 million after tax, or $1.87 per diluted share), from the favorable outcome of litigation in Brazil related to previous years’ excise tax credits. Results for fiscal year 2015 included a further gain related to those tax credits, of $12.7 million before tax ($0.29 per diluted share) recorded in the fourth fiscal quarter from updated projections of the utilization of the credits before expiration. Fiscal year 2015 results also included an income tax benefit of $8.0 million ($0.28 per diluted share) arising from a subsidiary’s payment of a portion of a fine following the resolution of a court case. Pretax restructuring costs of $4.9 million ($0.11 per diluted share) and $6.7 million ($0.15 per diluted share) were also incurred for fiscal years 2015 and 2014, respectively. Excluding those items in both years, net income for fiscal year 2015 increased $1.2 million ($0.07 per diluted share) compared to the same period of fiscal year 2014. Segment operating income, which excludes those items, was $167.2 million for fiscal year 2015, a decrease of $8.0 million from fiscal year 2014. That reduction was primarily attributable to fiscal year 2015’s lower sales volumes, partially mitigated by a reduction in selling, general, and administrative costs. Revenues of $2.3 billion for fiscal year 2015 declined 11% compared with the fiscal year 2014, driven mainly by those lower overall volumes and modestly lower green leaf costs. Flue-cured and Burley Leaf Tobacco Operations Other Regions Operating income for the Other Regions segment for the fiscal year ended March 31, 2015, was $125.8 million, down 6% compared to $133.4 million in the fiscal year ended March 31, 2014. The decrease was attributable mainly to reduced sales volumes in all regions along with inventory writedowns, primarily in Africa and South America, reflecting fiscal year 2015’s oversupply market conditions. The impact of those factors was somewhat mitigated by improved gross margins, particularly in Brazil, where volatile markets increased green leaf costs in fiscal year 2014, as well as benefits from lower selling, general and administrative costs. Results for Europe were also negatively influenced by currency translation effects from a stronger U.S. dollar. Selling, general, and administrative expenses for the segment declined for fiscal year 2015, mostly from lower currency remeasurement and exchange losses in the Philippines and Brazil, lower provisions for supplier advances, and positive comparisons of value-added tax valuation allowances, partly offset by higher customer claims. Revenues for the segment were down about 10% to $1.7 billion, on reduced volumes and lower average green leaf prices. North America Operating income for the North America segment for the fiscal year ended March 31, 2015 was $31.1 million, up $7.8 million compared with the fiscal year ended March 31, 2014, on increased third party processing business and a more favorable sales mix, despite lower overall sales volumes. Revenues for the segment for fiscal year 2015 decreased by 13% to $305.0 million on reduced sales volumes and lower green leaf prices. Selling, general, and administrative costs for this segment were relatively flat for fiscal year 2015. 21 Other Tobacco Operations For the fiscal year ended March 31, 2015, the Other Tobacco Operations segment operating income was down $8.2 million to $10.3 million compared with the same period of fiscal year 2014. Results for the dark tobacco operations contributed significantly to the decline, as lower sales volumes, in part due to shipment timing, were partially mitigated by favorable currency remeasurement comparisons, mainly in Indonesia. Results for the special services group also contributed to the decline, reflecting startup costs for the new food ingredients business. However, results from the oriental joint venture improved for fiscal year 2015 despite sales volume declines influenced by shipment timing comparisons. The impact from the volume declines was more than offset by favorable variances from fiscal year 2014’s currency remeasurement losses and lower selling, general and administrative costs. Revenues for the segment were down by $34.3 million to $227.0 million for the year ended March 31, 2015, compared to the year ended March 31, 2014, primarily attributable to the lower volumes for the dark tobacco operations, as well as lower overall volumes and the timing of shipments of oriental tobaccos into the United States. Other Items Cost of goods sold decreased by about 12% to $1.9 billion for the fiscal year ended March 31, 2015, consistent with lower overall sales volumes and lower green leaf prices compared with fiscal year 2014. Selling, general, and administrative costs decreased by $11.8 million for fiscal year 2015, compared with fiscal year 2014. The decline for fiscal year 2015 was primarily related to lower currency remeasurement and exchange costs, provisions for suppliers, and value-added tax allowances, partly offset by higher customer claims. Interest expense of $17.1 million for fiscal year 2015 declined by about 16%, compared to fiscal year 2014. The reduction was mostly due to lower average interest rates during the period, offset in part by slightly higher average debt balances. The consolidated effective income tax rates on pretax earnings were approximately 24% and 33% for the fiscal years ended March 31, 2015 and 2014, respectively. Income taxes for fiscal year 2015 were reduced by a non-recurring benefit of $8.0 million arising from the partial payment of the European Commission fine by our Italian subsidiary in June 2014. Excluding that item, the consolidated effective tax rate for fiscal 2015 was about 29%. The rates for both years, excluding adjustments, were below the 35% federal statutory rate mainly because of the effect of changes in exchange rates on deferred income tax assets and liabilities, as well as lower effective rates on dividend income from certain foreign subsidiaries. On December 30, 2014, the Company executed a new senior unsecured credit facility agreement with a group of banks, which consolidated and extended maturities of its previous short-term revolving credit and long-term borrowing facilities. The new agreement includes a $430 million five-year revolving credit facility, a $150 million five-year term loan, and a $220 million seven- year term loan. The revolving credit facility contains terms and conditions that are substantially similar to the Company’s previous revolving credit facility. The term loans, which were fully funded at closing, require no amortization and are prepayable without penalty prior to maturity. The facilities include a customary accordion feature allowing for additional borrowings of up to $100 million under certain conditions. Currently, borrowings under the revolving credit agreement bear interest at variable rates based on LIBOR plus a margin of 1.50% to 1.75%. The Company subsequently entered interest rate swap agreements to fix the variable interest component of the five- and seven-year term loans to 1.44% and 1.73%, respectively. The effective rates on the five- and seven-year term loans were 2.94% and 3.48%, respectively, as of May 18, 2015. Accounting Pronouncements See "Accounting Pronouncements" in Note 1 to the consolidated financial statements in Item 8 of this Annual Report for a discussion of recent accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") that will become effective and be adopted by the Company in future reporting periods. 22 Overview LIQUIDITY AND CAPITAL RESOURCES Our working capital requirements in fiscal year 2016 were higher than those in fiscal year 2015 in part due to increased working capital needs in our North America segment. Similar to last year, our shipments were heavily weighted to the second half of the fiscal year, with even more shipments in the fourth quarter this fiscal year, which also extended the duration of our working capital needs in some origins. In fiscal year 2016, we generated $183.6 million in net cash flows to fund our operating activities, and our liquidity was sufficient to meet our needs. We also continued our conservative financial policies, maintained our discipline on using our free cash flow, and returned funds to shareholders. Our liquidity and capital resource requirements are predominately short-term in nature and primarily relate to working capital required for tobacco crop purchases. Working capital needs are seasonal within each geographic region. The geographic dispersion and the timing of working capital needs permit us to predict our general level of cash requirements, although crop sizes, prices paid to farmers, shipment and delivery timing, and currency fluctuations affect requirements each year. Peak working capital requirements are generally reached during the first and second fiscal quarters. Each geographic area follows a cycle of buying, processing, and shipping tobacco, and in many regions we also provide agricultural materials to farmers during the growing season. The timing of the elements of each cycle is influenced by such factors as local weather conditions and individual customer shipping requirements, which may change the level or the duration of crop financing. Despite a predominance of short-term needs, we maintain a portion of our total debt as long-term to reduce liquidity risk. We also periodically have large cash balances that we utilize to meet our working capital requirements. We believe that our financial resources are adequate to support our capital needs for at least the next twelve months. Our seasonal borrowing requirements primarily relate to purchasing crops in South America and Africa and can increase from March to September by more than $300 million. The funding required can vary significantly depending upon such factors as crop sizes, the price of leaf, the relative strength of the U.S. dollar, and the timing of shipments and customer payments. We deal with this uncertainty by maintaining substantial credit lines and cash balances. In addition to our operating requirements for working capital, we expect to spend around $45 to $50 million during fiscal year 2017 for capital expenditures to maintain our facilities and invest in opportunities to grow and improve our businesses. We also expect to provide about $7 million in funding to our pension plans. We have no long- term debt maturing before fiscal year 2020. After balancing our capital structure, any excess cash flow from operations after dividends and capital expenditures will be available to fund expansion, purchase our stock, or otherwise enhance shareholder value. Cash Flow Our operations generated about $183.6 million in operating cash flows in fiscal year 2016. That amount was about $42.9 million lower than the $226.5 million we generated during the same period last fiscal year, in part due to carryover shipments delayed into fiscal year 2017 and our change in business with Philip Morris International, Inc. in the United States from a toll processing model to sales of processed tobacco that we purchase. This change in business impacts the timing of earnings recognition, as sales under the new model are recorded when the product ships. During the fiscal year ended March 31, 2016, we increased our cash balances by $70.7 million, spent $47.2 million on capital projects, and returned $62.1 million to shareholders in the form of dividends. At March 31, 2016, cash balances totaled $319.4 million. Working Capital Working capital at March 31, 2016, was about $1.4 billion, up $62.5 million from last year's level of about $1.3 billion, largely due to our change in business with a customer in the United States that increased the amount of tobacco that we purchase there. The $70.7 million increase in cash and cash equivalents was partially offset by fewer advances to suppliers, down $13.0 million, on our previously announced scaling down of our operations in Zambia and smaller anticipated 2016 crops. We have no principal payments due on our long-term debt over the next twelve months. Tobacco inventories of $637.1 million at March 31, 2016, were flat compared to inventory levels at the end of the prior fiscal year. We usually finance inventory with a mix of cash, notes payable, and customer deposits, depending on our borrowing capabilities, interest rates, and exchange rates, as well as those of our customers. We generally do not purchase material quantities of tobacco on a speculative basis. However, when we contract directly with farmers, we are often obligated to buy all stalk positions, which may contain less marketable leaf styles. Our uncommitted tobacco inventories decreased by approximately $30.3 million to $120.8 million, or about 19% of tobacco inventory, at March 31, 2016. Uncommitted inventories at March 31, 2015, were $151.1 million, which represented 24% of tobacco inventory. The level of these uncommitted inventories is influenced by timing of farmer deliveries of new crops, as well as the timing of customer deliveries. Share Repurchase Activity Our Board of Directors approved our current share repurchase program in November 2015. The program expires in November 2017, authorizes the purchase of up to $100 million of our common and preferred stock, and replaced a $100 million program that had been approved in November 2013. Under the current authorization, we may purchase shares from time to time on the open market or in privately negotiated transactions at prices not exceeding prevailing market rates. In determining our level of common 23 and preferred share repurchase activity, our intent is to use only cash available after meeting our anticipated capital investment, dividend, and working capital requirements. Repurchases of shares under the repurchase program may vary based on management discretion, as well as changes in cash flow generation and availability. During fiscal year 2016, we did not purchase any shares of our common or preferred stock. At March 31, 2016, our available authorization under our current share repurchase program was $100 million, and approximately 22.7 million common shares and 218,490 preferred shares were outstanding. Capital Spending Our capital expenditures are generally limited to those that add value, replace or maintain equipment, increase efficiency, or position us for future growth. In deciding where to invest capital resources, we look for opportunities where we believe we can earn an adequate return, leverage our assets and expertise, and enhance our farmer base. During fiscal years 2016 and 2015, we invested $47.2 million and $58.4 million, respectively, in our property, plant, and equipment, inclusive of expenditures for the construction of our new manufacturing facility for our food ingredients business. Depreciation expense was approximately $36.8 million and $35.4 million, respectively, in fiscal years 2016 and 2015. Generally, our routine capital spending is at a level below depreciation expense in order to maintain strong cash flow. However, from time to time, we undertake projects that increase spending beyond those limits when we identify opportunities to improve efficiencies, add value for our customers, and position ourselves for future growth. We currently plan to spend approximately $45 to $50 million in fiscal year 2017 on capital projects for maintenance of our facilities and other investments to grow and improve our businesses. Outstanding Debt and Other Financing Arrangements We consider the sum of notes payable and overdrafts, long-term debt (including any current portion), and customer advances and deposits, less cash, cash equivalents, and short-term investments on our balance sheet to be our net debt. We also consider our net debt plus shareholders' equity to be our net capitalization. Net debt decreased by $78.1 million to $133.2 million during the fiscal year ended March 31, 2016. The decrease primarily reflects higher cash balances and slightly lower debt levels. Net debt as a percentage of net capitalization was approximately 9% at March 31, 2016, down from 13% at March 31, 2015, and it remains lower than our target limit for peak borrowings of 30% to 40% of net capitalization. As of March 31, 2016, we had $430 million available under a committed revolving credit facility that will mature in December 2019, and we, together with our consolidated affiliates, had approximately $372 million in uncommitted lines of credit, of which approximately $306 million were unused and available to support seasonal working capital needs. The financial covenants under our committed revolving credit facility require us to maintain certain levels of tangible net worth and observe restrictions on debt levels. As of March 31, 2016, we were in compliance with all covenants of our debt agreements. We also have an active, undenominated universal shelf registration filed with the SEC in November 2014 that provides for future issuance of additional debt or equity securities. We have no long-term debt maturing in fiscal year 2017. Derivatives From time to time, we use interest rate swap agreements to manage our exposure to changes in interest rates. Currently, we have interest rate swap agreements that convert the variable benchmark LIBOR rate on our two outstanding term loans to fixed rates. With the swap agreements in place, the effective interest rates on our $150 million five-year term loan and $220 million seven- year term loan were 2.94% and 3.48%, respectively, as of March 31, 2016. These agreements were entered into to eliminate the variability of cash flows in the interest payments on our variable rate five- and seven-year term loans and are accounted for as cash flow hedges. Under the swap agreements, we receive variable rate interest and pay fixed rate interest. At March 31, 2016, the fair value of our open interest rate hedge swaps was a net liability of approximately $11 million. We also enter forward contracts from time to time to hedge certain foreign currency exposures, primarily related to forecast purchases of tobacco and related processing costs in Brazil, as well as our net monetary asset exposure in local currency there. We generally account for our hedges of forecast tobacco purchases as cash flow hedges. At March 31, 2016, the fair value of those open contracts was a net asset of approximately $0.5 million. We also had other forward contracts outstanding that were not designated as hedges, and the fair value of those contracts was a net asset of approximately $0.3 million at March 31, 2016. For additional information, see Note 8 to the consolidated financial statements in Item 8. Pension Funding Funds supporting our ERISA-regulated U.S. defined benefit pension plan decreased by $7 million during fiscal year 2016 to $197 million, as benefit payments exceeded contributions and asset returns. Following changes to the plan benefit formula during fiscal year 2014, the accumulated benefit obligation (“ABO”) and the projected benefit obligation (“PBO”) were both approximately $222 million as of March 31, 2016. The ABO and PBO are calculated on the basis of certain assumptions that are outlined in Note 10 to the consolidated financial statements in Item 8. We expect to make contributions of about $7 million to our pension plans, including $5 million to our ERISA-regulated plan, during the next year. It is our policy to regularly monitor the performance of the funds and to review the adequacy of our funding and plan contributions. 24 Contractual Obligations Our contractual obligations as of March 31, 2016, were as follows: (in thousands of dollars) Total 2017 2018-2019 2020-2021 After 2021 Notes payable and long-term debt (1) ........................................................................ $ 497,717 $ 79,263 $ 24,113 $ 168,604 $ 225,737 Operating lease obligations ........................................................................................ 47,697 10,324 13,152 9,173 15,048 Inventory purchase obligations: Tobacco .................................................................................................................... 675,765 565,692 110,073 Agricultural materials............................................................................................... Other purchase obligations......................................................................................... 43,739 9,142 43,739 9,142 — — — — — — — — Total.......................................................................................................................... $ 1,274,060 $ 708,160 $ 147,338 $ 177,777 $ 240,785 (1) Includes interest payments. Interest payments on $436.2 million of variable rate debt were estimated based on rates as of March 31, 2016. The Company has entered interest rate swaps that effectively convert the interest payments on the $370.0 million outstanding balance of its two bank term loans from variable to fixed. The fixed rate has been used to determine the contractual interest payments for all periods. In addition to principal and interest payments on notes payable and long-term debt, our contractual obligations include operating lease payments, inventory purchase commitments, and capital expenditure commitments. Operating lease obligations represent minimum payments due under leases for various production, storage, distribution, and other facilities, as well as vehicles and equipment. Tobacco inventory purchase obligations primarily represent contracts to purchase tobacco from farmers. The amounts shown above are estimates since actual quantities purchased will depend on crop yield, and prices will depend on the quality of the tobacco delivered. About 33% of our crop year contracts to purchase tobacco are with farmers in Brazil. We have partially funded our tobacco purchases in Brazil and in other regions with advances to farmers and other suppliers, which totaled approximately $102 million, net of allowances, at March 31, 2016. In addition, we have guaranteed bank loans to farmers in Brazil that relate to a portion of our tobacco purchase obligations there. At March 31, 2016, we were contingently liable under those guarantees for outstanding balances of approximately $13 million (including accrued interest), and we had recorded a liability of approximately $2 million for the fair value of those guarantees. As tobacco is purchased and the related bank loans are repaid, our contingent liability is reduced. 25 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS In preparing the financial statements in accordance with GAAP, we are required to make estimates and assumptions that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect our supplemental information disclosures, including information about contingencies, risks, and financial condition. We believe, given current facts and circumstances, that our estimates and assumptions are reasonable, adhere to GAAP, and are consistently applied. However, changes in the assumptions used could result in a material adjustment to the financial statements. Our critical accounting estimates and assumptions are in the following areas: Inventories Inventories of tobacco are valued at the lower of cost or market with cost determined under the specific cost method. Raw materials are clearly identified at the time of purchase. We track the costs associated with raw materials in the final product lots, and maintain this identification through the time of sale. We also capitalize direct and indirect costs related to processing raw materials. This method of cost accounting is referred to as the specific cost or specific identification method. We write down inventory for changes in market value based upon assumptions related to future demand and market conditions if the indicated market value is below cost. Future demand assumptions can be impacted by changes in customer sales, changes in customers’ inventory positions and policies, competitors’ pricing policies and inventory positions, and varying crop sizes and qualities. Market conditions that differ significantly from those assumed by management could result in additional write-downs. We experience inventory write- downs routinely. Inventory write-downs in fiscal years 2016, 2015, and 2014 were $11.9 million, $18.6 million, and $7.6 million, respectively. The Company incurred higher levels of inventory write-downs for fiscal years 2014 through 2016 primarily due to the effects of oversupply conditions in the global leaf tobacco markets. Advances to Suppliers and Guarantees of Bank Loans to Suppliers In many sourcing origins, we provide tobacco growers with agronomy services and seasonal crop advances of, or for, seed, fertilizer, and other supplies. These advances are short term in nature and are customarily repaid upon delivery of tobacco to us. In several origins, we have also made long-term advances to tobacco farmers to finance curing barns and other farm infrastructure. In Brazil, we also guarantee bank loans made to farmers for seasonal crop financing. In some years, due to low crop yields and other factors, individual farmers may not deliver sufficient volumes of tobacco to repay maturing advances. In those cases, we may extend repayment of the advances into the following crop year or satisfy the guarantee by acquiring the loan from the bank. In either situation, we will incur losses whenever we are unable to recover the full amount of the loans and advances. At each reporting period, we must make estimates and assumptions in determining the valuation allowance for advances to farmers and the liability to accrue for our obligations under bank loan guarantees. At March 31, 2016, the gross balance of advances to suppliers totaled approximately $134 million, and the related valuation allowance totaled approximately $29 million. The fair value of the loan guarantees for farmers in Brazil was a liability of approximately $2 million at March 31, 2016. Recoverable Value-Added Tax Credits In many foreign countries, we pay significant amounts of value-added tax (“VAT”) on purchases of unprocessed and processed tobacco, crop inputs, packing materials, and various other goods and services. In some countries, VAT is a national tax, and in other countries it is assessed at the state level. Items subject to VAT vary from jurisdiction to jurisdiction, as do the rates at which the tax is assessed. When we sell tobacco to customers in the country of origin, we generally collect VAT on those sales. We are normally permitted to offset our VAT payments against those collections and remit only the incremental VAT collections to the tax authorities. When tobacco is sold for export, VAT is normally not assessed. In countries where our tobacco sales are predominately for export markets, we often do not generate enough VAT collections on downstream sales to fully offset our VAT payments. In those situations, we can accumulate unused VAT credits. Some jurisdictions have procedures that allow companies to apply for refunds of unused VAT credits from the tax authorities, but the refund process often takes an extended period of time and it is not uncommon for refund applications to be challenged or rejected in part on technical grounds. Other jurisdictions may permit companies to sell or transfer unused VAT credits to third parties in private transactions, although approval for such transactions must normally be obtained from the tax authorities, limits on the amounts that can be transferred may be imposed, and the proceeds realized may be heavily discounted from the face value of the credits. Due to these factors, in some countries we can accumulate significant balances of VAT credits over time. We review these balances on a regular basis, and we record valuation allowances on the credits to reflect amounts that we do not expect to recover, as well as discounts anticipated on credits we expect to sell or transfer. In determining the appropriate valuation allowance to record in a given jurisdiction, we must make various estimates and assumptions about factors affecting the ultimate recovery of the VAT credits. At March 31, 2016, the gross balance of recoverable tax credits (primarily VAT) totaled approximately $52 million, and the related valuation allowance totaled approximately $19 million. 26 Goodwill We review the carrying value of goodwill for potential impairment on an annual basis and at any time that events or business conditions indicate that it may be impaired. As permitted under Accounting Standards Codification Topic 350 (“ASC 350”), at March 31, 2016 and 2015, we elected to base our initial assessment of potential impairment on qualitative factors. Those factors did not indicate any impairment of our recorded goodwill. Prior to fiscal year 2015, we followed the quantitative approach in ASC 350 in assessing the fair value of our goodwill, which involved the use of discounted cash flow models (Level 3 of the fair value hierarchy under GAAP). Under our current qualitative assessment, we would also use those discounted cash flow models to measure any expected impairment indicated by the assessment. The calculations in these models are not based on observable market data from independent sources and therefore require significant management judgment with respect to operating earnings growth rates and the selection of an appropriate discount rate. Significant adverse changes in our operations or our estimates of future cash flows for a reporting unit with recorded goodwill, such as those caused by unforeseen events or changes in market conditions, could result in an impairment charge. Over 90% of our goodwill balance relates to our reporting unit in Brazil. Fair Value Measurements We hold various financial assets and financial liabilities that are required to be measured and reported at fair value in our financial statements, including money market funds, trading securities associated with deferred compensation plans, interest rate swaps, forward foreign currency exchange contracts, and guarantees of bank loans to tobacco growers. We follow the relevant accounting guidance in determining the fair values of these financial assets and liabilities. Quoted market prices (Level 1 of the fair value hierarchy) are used in most cases to determine the fair values of trading securities. Money market funds are valued based on net asset value (“NAV”), which is computed based on amortized cost (Level 2 of the fair value hierarchy). Interest rate swaps, and forward foreign currency exchange contracts are valued based on dealer quotes using discounted cash flow models matched to the contractual terms of each instrument (Level 2 of the fair value hierarchy). The fair value of the guarantees of bank loans to tobacco growers, which was approximately $2 million at March 31, 2016, is derived using an internally-developed discounted cash flow model. The model requires various inputs, including historical loss percentages for comparable loans and a risk-adjusted interest rate. Because significant management judgment is required in determining and applying these inputs to the valuation model, our process for determining the fair value of these guarantees is classified as Level 3 of the fair value hierarchy. At March 31, 2016, a 1% increase in the expected loss percentage for all guaranteed farmer loans would not have had a material effect on the fair value of the guarantee obligation. In addition, a 1% change in the risk-adjusted interest rate would not have had a material effect on the fair value of the guarantee obligation. We incorporate credit risk in determining the fair values of our financial assets and financial liabilities, but that risk did not materially affect the fair values of any of those assets or liabilities at March 31, 2016. Income Taxes Our consolidated effective income tax rate is based on our expected taxable income, tax laws and statutory tax rates, and tax planning opportunities in the various jurisdictions in which we operate. Significant judgment is required in determining the effective tax rate and evaluating our tax position. We are subject to the tax laws of many jurisdictions, and could be subject to a tax audit in each of these jurisdictions, which could result in adjustments to tax expense in future periods. In the event that there is a significant, unusual, or one-time item recognized in our results, the tax attributed to that discrete item would be recorded at the same time as the item. We have no undistributed earnings of consolidated foreign subsidiaries that are classified as permanently or indefinitely reinvested. We assume that all undistributed earnings of our foreign subsidiaries will be repatriated back to their parent entities in the United States where the funds are best placed to meet our cash flow requirements. In addition, we strive to mitigate economic, political, and currency risk by following a disciplined annual approach to the distribution of excess capital back to the U.S. Based on these assumptions, in our income tax expense for each reporting period we fully provide for all additional U.S. income taxes that are expected to be due on these distributions. Our accounting for uncertain tax positions requires that we review all significant tax positions taken, or expected to be taken, in income tax returns for all jurisdictions in which we operate. In this review, we must assume that all tax positions will ultimately be audited, and either accepted or rejected based on the applicable tax regulations by the tax authorities for those jurisdictions. We must recognize in our financial statements only the tax benefits associated with tax positions that are “more likely than not” to be accepted upon audit, at the greatest amount that is considered “more likely than not” to be accepted. These determinations require significant management judgment, and changes in any given quarterly or annual reporting period could affect our consolidated income tax rate. Tax regulations require items to be included in taxable income in the tax return at different times, and in some cases in different amounts, than the items are reflected in the financial statements. As a result, our effective tax rate reflected in the financial statements is different than that reported in our tax returns. Some of these differences are permanent, such as expenses that are not tax deductible, while others are related to timing issues, such as differences in depreciation methods. Timing differences create deferred tax assets and liabilities. Deferred tax liabilities generally represent tax expense recognized in our financial statements for which payment has been deferred or income taxes related to expenses that have not yet been recognized in the financial statements, but have been deducted in our tax return. Deferred tax assets generally represent items that can be used as a tax deduction or credit 27 in future tax returns for which we have already recorded the tax benefit in our financial statements. We record valuation allowances for deferred tax assets when the amount of estimated future taxable income is not likely to support the use of the deduction or credit. Determining the amount of such valuation allowances requires significant management judgment, including estimates of future taxable income in multiple tax jurisdictions where we operate. Based on our periodic earnings forecasts, we project the upcoming year’s taxable income to help us evaluate our ability to realize deferred tax assets. The functional currency in most of our significant foreign operations is the U.S. dollar, as export tobacco sales are generally made in dollars. Purchasing and processing costs are usually incurred in local currency. When the U.S. dollar is weakening relative to the local currency, purchasing and processing costs increase in dollar terms, resulting in higher cost inventory. The sale of that inventory in dollars generates less taxable income in local currency, which results in lower income taxes owed when translated into U.S. dollars. This causes the effective income tax rate on dollar income to be lower than the statutory rate in the local country. The reverse can occur when the local currency is weakening relative to the U.S. dollar, thereby causing the effective income tax rate on dollar earnings to be above the statutory rate. This impact on our effective income tax rate in a country can be significant during a normal crop cycle. A prolonged period of strengthening or weakening over more than one crop may increase the impact if we sell material quantities of old crop inventories. Lower-taxed foreign source income increases our ability to use foreign tax credits. Higher- taxed foreign source income has the reverse effect. When these changes occur in our larger operations, such as our operations in Brazil, they can have a material impact on our overall tax position. For additional disclosures on income taxes, see Notes 1 and 4 to the consolidated financial statements in Item 8. Pension and Other Postretirement Benefit Plans The measurement of our pension and other postretirement benefit obligations and costs at the end of each fiscal year requires that we make various assumptions that are used by our actuaries in estimating the present value of projected future benefit payments to all plan participants. Those assumptions take into consideration the likelihood of potential future events such as salary increases and demographic experience. The assumptions we use may have an effect on the amount and timing of future contributions to our plans. The plan trustee conducts an independent valuation of the fair value of pension plan assets. The significant assumptions used in the calculation of our pension and other postretirement benefit obligations are: • Discount rate – The discount rate is based on investment yields on a hypothetical portfolio of actual 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 industry group annuity mortality tables which are updated to reflect projected improvements in 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. From one fiscal year to the next, the rates we use for each of the above assumptions may change based on market developments and other factors. The discount rate reflects prevailing market interest rates at the end of the fiscal year when the benefit obligations are actuarially measured and will increase or decrease based on market patterns. The expected long-term return on plan assets may change based on changes in investment strategy for plan assets or changes in indicated longer-term yields on specific classes of plan assets. Based on the high percentage of retired and inactive participants in our ERISA-regulated domestic defined benefit pension plan (approximately 75% of total participants), as well as the high funded status of the plan, the Pension Investment Committee adopted changes to the underlying plan assets during fiscal year 2015 to move toward a liability-driven investment strategy. We reduced our expected long-term return on assets assumption by 50 basis points at March 31, 2015 and by an additional 25 basis points at March 31, 2016 primarily to reflect those changes. We also adopted revised mortality tables in fiscal year 2015 based on updated actuarial studies reflecting improvements in life expectancy. In addition to the changes in actuarial assumptions from year to year, actual plan experience affecting our net benefit obligations, such as actual returns on plan assets and actual mortality experience, will differ from the assumptions used to measure the obligations. The effects of these changes and differences increase or decrease the obligation we record for our pension and other postretirement benefit plans, and they also create gains and losses that are accumulated and amortized over future periods, thus affecting the expense we recognize for these plans over those periods. Changes in the discount rate from year to year generally have the largest impact on our projected benefit obligation and annual expense, and the effects may be significant, particularly over successive years where the discount rate moves in the same direction. 28 As of March 31, 2016, the effect of the indicated increase or decrease in the selected pension and other postretirement benefit valuation assumptions is shown below. The effect assumes no change in benefit levels. (in thousands of dollars) Changes in Assumptions for Pension Benefits Discount Rate: Effect on 2016 Projected Benefit Obligation Increase (Decrease) Effect on 2017 Annual Expense Increase (Decrease) 1% increase ............................................................................................................................................................................... $ (27,776) $ 1% decrease .............................................................................................................................................................................. 33,720 Expected Long-Term Return on Plan Assets: 1% increase ............................................................................................................................................................................... 1% decrease .............................................................................................................................................................................. Changes in Assumptions for Other Postretirement Benefits Discount Rate: 1% increase ............................................................................................................................................................................... 1% decrease .............................................................................................................................................................................. Healthcare Cost Trend Rate: 1% increase ............................................................................................................................................................................... 1% decrease .............................................................................................................................................................................. — — (3,244) 3,847 981 (920) (2,466) 2,862 (2,160) 2,161 (374) 264 43 (41) A 1% increase or decrease in the salary scale assumption would not have a material effect on the projected benefit obligation or on annual expense for the Company's pension benefits. See Note 10 to the consolidated financial statements in Item 8 for additional information on pension and other postretirement benefit plans. Other Estimates and Assumptions Other management estimates and assumptions are routinely required in preparing our financial statements, including the determination of valuation allowances on accounts receivable and the fair value of long-lived assets. Changes in market and economic conditions, local tax laws, and other related factors are considered each reporting period, and adjustments to the accounts are made based on management’s best judgment. 29 OTHER INFORMATION REGARDING TRENDS AND MANAGEMENT’S ACTIONS Our financial performance depends on our ability to obtain an appropriate price for our products and services, to secure the tobacco volumes and quality desired by our customers, and to maintain efficient, competitive operations. We continually monitor issues and opportunities that may impact the supply of and demand for leaf tobacco, the volumes of leaf tobacco that we handle, and the services we provide. Supply Crops sold in fiscal year 2016 were smaller than in the prior fiscal year in many of our key sourcing areas for flue-cured and burley tobacco. Flue-cured production outside of China was down approximately 10%, and burley production was down approximately 13%. The smaller crops followed oversupplied tobacco markets in fiscal year 2015. Crop sizes for flue-cured, burley and oriental tobaccos available for export are expected to decrease further in fiscal year 2017 due to the effect of El Nino weather patterns on certain crops, as well as reduced plantings in some origins. While we believe that total production levels are moving into balance with anticipated demand, imbalances in certain leaf styles or types may remain through fiscal year 2017, particularly in Brazil, as current crop production declines have been exacerbated by weather conditions there. Production Worldwide flue-cured tobacco production outside of China decreased by about 10% in fiscal year 2016 to 2.0 billion kilos. China is an extremely large market that is predominately domestic. Because very little of that tobacco is available outside of that country to trade, we generally exclude Chinese crops when we consider worldwide production. However, the level of domestic stocks in China is still quite significant and may continue to influence the global supply/demand balance due to efforts to reduce production and imports there. Burley crops decreased by about 13% in fiscal year 2016. We estimate that at March 31, 2016, industry uncommitted flue-cured and burley inventories totaled about 115 million kilos, a decrease of about 12% from March 31, 2015 levels. In the near term, production decreases are expected in nearly all major origins, including more significant weather-related reductions in Brazil that should recover in subsequent seasons. We expect that flue-cured production (excluding China) will decrease by about 12%, to about 1.8 billion kilos, in fiscal year 2017. Burley production is forecast to decrease by about 5%. We also forecast that oriental tobacco and dark air-cured production will decline by 9% and 2%, respectively, in fiscal year 2017. Over the long term, we believe that global tobacco production will remain relatively stable to meet slightly declining total demand. South America, Asia, Africa, and North America will remain key sourcing regions for flue-cured and burley tobaccos. Pricing Factors that affect green tobacco prices include global supply and demand, market conditions, production costs, foreign exchange rates, and competition from other crops. We work with farmers to maintain tobacco production and to secure product at price levels that are attractive to both the farmers and our customers. Our objective is to secure compliant tobacco that is produced in a cost-effective manner under a sustainable business model with the desired quality for our customers. In some areas, tobacco competes with agricultural commodity products for farmer production. If prices for soybeans, wheat, rice, and seed oils rise in certain origins, green tobacco prices may have to rise to maintain tobacco production levels. This could be a factor in efforts of the WHO to shift farmer production away from leaf tobacco to other crops. In the past, leaf shortages in specific markets or on a worldwide basis have also led to green tobacco price increases. Demand Industry data shows that over the past ten years, total world consumption of cigarettes fell at the compound annual rate of 0.1%, including annual growth of about 2.2% in China. Outside China, consumption fell by about 0.8% during the ten-year period. In addition, there are indications that growth in world consumption of cigarettes may have peaked and that the rate of growth is slowing in some key areas which had been experiencing growth, particularly China. We expect that near term global demand for leaf tobacco will decline slightly primarily due to declining cigarette consumption in developed markets, partially offset by modest growth in consumption in emerging markets (Asia, the Middle East, and Africa), influenced by demographic trends such as population growth and increasing disposable income. Our sales consist primarily of flue-cured and burley tobaccos. Those types of tobacco, along with oriental tobaccos, are used in American-blend cigarettes which are primarily smoked in Western Europe and the United States. English-blend cigarettes which use flue-cured tobacco are mainly smoked in Asia and other emerging markets. Industry data shows that consumption of American-blend cigarettes has declined at a compound annual rate of 2.2% for the ten years ended in 2015. As cigarette consumption declines in developed markets and increases in the emerging markets, there may be less demand for burley and oriental tobaccos and more demand for flue-cured tobacco. However, demand is affected by many factors, including regulation, product taxation, illicit trade, alternative tobacco products, and Chinese imports. To the extent that domestic leaf production and inventory durations in China do not meet requirements for Chinese cigarette blends, that tobacco could be sourced from other origins where we have major market positions. On a year-to-year basis, we are also susceptible to fluctuations in leaf supply due to crop sizes and leaf 30 demand as manufacturers adjust inventories or respond to changes in cigarette markets. For example, declines in some of our customers’ sales volumes in the U.S. and Western European markets, partially due to weak economic conditions, reduced demand for leaf tobacco in fiscal year 2015. With lower projected crop year 2016 leaf tobacco production, we currently expect supply for flue-cured and burley tobaccos to be largely in line with anticipated demand. However, inventories held by our customers may affect their near-term demand for leaf tobacco. We also sell dark tobacco which is used in cigars and other smokeless products. We expect demand for this category of tobacco to also decline slightly. Regulation and Product Taxation Decreased social acceptance of smoking and increased pressure from anti-smoking groups have had an ongoing adverse effect on the percentage of the population using tobacco products, particularly in the United States and Western Europe. Also, many foreign governments have taken or proposed steps to restrict or prohibit cigarette advertising and promotion, to increase taxes on cigarettes, to prohibit smoking in public areas, and to discourage cigarette consumption. A number of such measures are included in the Framework Convention on Tobacco Control (“FCTC”), which was negotiated under the auspices of the WHO and offers guidelines for discouraging or controlling tobacco use. Countries that are parties to the FCTC may choose the level of implementation of the guidelines that is most suitable with their approach to tobacco control. In some cases, such restrictions are more onerous than those proposed or in effect in the United States. We cannot predict the extent to which government efforts to reduce tobacco consumption might affect the business of our primary customers. However, a significant decrease in worldwide tobacco consumption, as well as shifts to modified risk tobacco products brought about by existing or future governmental laws and regulations, could reduce demand for leaf tobacco and services and could have a material adverse effect on our results of operations. In addition, certain recommendations by the WHO, through the FCTC, may cause shifts in customer usage of certain types and styles of tobacco. As seen in Canada, Brazil, and the European Union, efforts have been taken to eliminate flavorings from tobacco products. Such decisions could cause a change in requirements for certain tobaccos in particular countries. Shifts in customer demand from one type of tobacco to another could create sourcing issues as requirements move from one origin to another. Furthermore, instruction at the farm level may be required to produce the changing styles of tobacco needed by tobacco product manufacturers. Given our established and well-developed programs at the farm level worldwide, we are particularly well positioned to meet manufacturer requirements. In 2009, the U.S. Congress passed the Family Smoking Prevention and Tobacco Control Act (“the Act”). This legislation authorizes the FDA to regulate the manufacturing and marketing of all tobacco products. The FDA has banned flavored cigarettes, restricted youth access to tobacco products, banned advertising claims regarding certain tobacco products, established new smokeless tobacco warnings, and issued new cigarette health warnings. In addition, the FDA established the Center for Tobacco Products (“CTP”). The CTP has focused on establishing the scientific foundation and regulatory framework for regulating tobacco products in the United States. On May 10, 2016, the FDA released “deeming” regulations that extend FDA oversight to all tobacco products including e-cigarettes, cigars, hookah tobacco, pipe tobacco, dissolvables, and “novel and future products.” The regulations require that tobacco product manufacturers register tobacco products that existed on February 15, 2007, and to seek FDA approval to sell any products modified or introduced after such date. All such submissions require manufacturers to list ingredients in their products. Regulations impacting our customer base that change the requirements for leaf tobacco or restrict their ability to sell their products will inherently impact our business. As discussed, we have established programs that begin at the farm level to assist our customers with raw material information to support leaf traceability and customer testing requirements. Additionally, given our global presence, we also have the ability to source different types and styles of tobacco for our customers should their needs change due to regulation. A number of governments, particularly federal and local governments in the United States and the European Union, impose excise or similar taxes on tobacco products. There has been, and will likely continue to be, new legislation proposing new or increased taxes on tobacco products. In some cases, proposed legislation seeks to significantly increase existing taxes on tobacco products, or impose new taxes on products that to date have not been subject to tax. Increases in product taxation may have an influence on the level of illicit trade, which will affect the global leaf markets. Illicit Trade Illicit trade is another factor which influences demand for leaf tobacco. Industry estimates of the illegal, unregulated black market for cigarettes are approximately 10% of global stick consumption, representing $40-$50 billion in lost tax revenue globally. We support industry efforts to eradicate illicit trade. Alternative Tobacco Products Many of the major tobacco product manufacturers have been developing next generation and modified risk products. These include e-cigarettes, liquid vaporizers, and heat-not-burn products. E-cigarettes and liquid vaporizers use liquid nicotine, which is predominately derived from leaf tobacco, and heat-not-burn products use leaf tobacco. At this time it is unclear as to how these new products will affect demand for leaf tobacco. Our AmeriNic joint venture produces liquid nicotine for the vapor products industry. Currently, regulation of these products as well as consumer acceptance and their influence on smoking trends are unclear, and we continue to monitor industry developments. E-cigarettes and other vapor products are now primarily consumed in the United 31 States and Western Europe, and it is unclear what effect the consumption of vapor products may have on global demand for leaf tobacco in the future. Current Industry Dynamics Leaf tobacco is sourced directly by product manufacturers, by global leaf suppliers such as ourselves, and by other smaller, mostly regional or local, leaf suppliers. We estimate that, of the flue-cured and burley tobacco grown outside of China, approximately one-third is purchased directly by manufacturers, slightly over one-third is handled by global leaf suppliers, and the remainder is sourced by the smaller regional or local suppliers. Although we operate in a mature industry, where demand for the end products is slightly declining, we continually look for ways to grow our business. We believe that there are several longer term trends in the industry that could provide opportunities for us to maintain or increase our market share and to offer additional services to our customers. Manufacturers naturally seek to mitigate raw materials cost increases, and they are placing increased emphasis on cost containment as they address declining demand. While this is not a new trend, it continues to offer opportunities to us as we bring supply chain efficiencies to the leaf markets. We believe that global leaf suppliers add efficiencies to the markets through economies of scale, as well as through the vital role played in finding buyers for all styles and qualities of leaf tobacco, which achieves overall cost reductions. To understand our business, it is important to note that tobacco is not a commodity product. Flavor and smoking characteristics of tobacco vary based on the type of tobacco and the region where the tobacco is grown. In addition, characteristics of tobacco leaves vary by their position on the stalk of the plant, which means that many different styles and grades of tobacco may be produced in a single tobacco crop. A particular manufacturer, in seeking tobacco for its proprietary blend, may only want and have use for certain leaves of a plant. The leaf tobacco supplier plays a vital role in the industry by finding buyers for all of the leaf grades and styles of tobacco produced in a farmer’s crop. This role helps to eliminate excess tobacco being produced, which improves leaf utilization. In addition to leaf utilization, we bring operational efficiencies to the industry, which in turn help reduce costs. These efficiencies include economical utilization of processing capacity in our facilities, an established and scalable global network of agronomists and technicians helping maintain a stable, productive, and sustainable farmer base, and agronomic and production improvements to optimize leaf yields and qualities. In addition, we are able to offer manufacturers a complete range of services from the field to the delivery of the packed product that benefit from our efficiencies. These services include such things as buying station optimization, processing to specific customer specifications or needs, storage of green or packed leaf tobacco, and logistical services. In recent years, we have seen an increase in the level of direct purchasing and other supply chain services that we provide our customers, notably in the United States, Mexico, Brazil, Poland, Guatemala, and the Dominican Republic. We believe these moves acknowledge the efficiencies and services that global leaf suppliers bring to the entire supply chain. Several major manufacturers have also indicated to us their interest in reducing sourcing complexity. We believe that these moves are another way for the industry to increase leaf sourcing efficiency and to reduce costs. We maintain a strong presence in all of the major tobacco sourcing areas and believe that any growth in these areas would favor global leaf suppliers such as ourselves. In the future, we expect that increased regulations requiring stringent monitoring and testing of leaf chemistry and compliant sourcing documentation could place greater emphasis on major sourcing areas. As we have said for a number of years, the production of compliant leaf for the tobacco industry continues to grow in importance. To be considered compliant, leaf tobacco must be grown utilizing Good Agricultural Practices. We have long invested significant resources in the programs and infrastructure needed to work with growers to produce compliant leaf and continue to enhance our ability to monitor and demonstrate this compliance for customers. Our Good Agricultural Practices support an approach to farming that is focused on sustainability, employing sound field production and labor management practices that meet our customers’ needs, promote farmer profitability and reflect environmental sensitivity. To assist them, Universal provides comprehensive training, technical support in the field, and crop analytics through ongoing research and development. We believe that compliant leaf will continue to be important to our customers and should favor global suppliers who are able to deliver this product. We also believe that a key factor in our ability to perform successfully in this industry is our ability to provide customers with the quality of leaf and the level of service they desire on a global basis at competitive prices, while maintaining a stability of supply. As the leading global leaf tobacco supplier, we add significant value to the supply chain, providing expertise in dealing with large numbers of farmers, efficiently selling various qualities of leaf produced in each crop to a broad global customer base, and delivering products that meet stringent quality and regulatory specifications. We also help stabilize the tobacco markets and influence crop development at the farm level. Our key objective is to continually adapt our business model to meet our customers' evolving needs while continuing to provide stability of supply and the quality that distinguishes our products and services. In addition, we monitor new product developments in the industry to identify areas where we can provide additional value to our customers. 32 Item 7A. Quantitative and Qualitative Disclosures about Market Risk Interest Rates We generally use both fixed and floating interest rate debt to finance our operations. Changes in market interest rates expose us to changes in cash flows for floating rate instruments and to changes in fair value for fixed-rate instruments. We normally maintain a proportion of our debt in both variable and fixed interest rates to manage this exposure, and from time to time we may enter hedge agreements to swap the interest rates. In addition, our customers may pay market rates of interest for inventory purchased on order, which could mitigate a portion of the floating interest rate exposure. We also periodically have large cash balances and may receive deposits from customers, both of which we use to fund seasonal purchases of tobacco, reducing our financing needs. Excluding our bank term loans, which have been converted to fixed-rate borrowings with interest rate swaps, debt carried at variable interest rates was approximately $66 million at March 31, 2016. Although a hypothetical 1% change in short-term interest rates would result in a change in annual interest expense of approximately $0.6 million, that amount would be at least partially mitigated by changes in charges to customers. In addition, changes in interest rates affect the calculation of our pension plan liabilities. As rates decrease, the liability for the present value of amounts expected to be paid under the plans increases. Rate changes also affect expense. As of the March 31, 2016 measurement date, a 1% decrease in the discount rate would have increased the projected benefit obligation (“PBO”) for pensions by $34 million and increased annual pension expense by $3 million. Conversely, a 1% increase in the discount rate would have reduced the PBO by $28 million and reduced annual pension expense by $2 million. Currency The international leaf tobacco trade generally is conducted in U.S. dollars, thereby limiting foreign exchange risk to that which is related to leaf purchase and production costs, overhead, and income taxes in the source country. We also provide farmer advances that are directly related to leaf purchases and are denominated in the local currency. Any currency gains or losses on those advances are usually offset by increases or decreases in the cost of tobacco, which is priced in the local currency. However, the effect of the offset may not occur until a subsequent quarter or fiscal year. Most of our tobacco operations are accounted for using the U.S. dollar as the functional currency. Because there are no forward foreign exchange markets in many of our major countries of tobacco origin, we often manage our foreign exchange risk by matching funding for inventory purchases with the currency of sale, which is usually the U.S. dollar, and by minimizing our net local currency monetary position in individual countries. We are vulnerable to currency remeasurement gains and losses to the extent that monetary assets and liabilities denominated in local currency do not offset each other. We recognized $22.5 million in net remeasurement losses in fiscal year 2016, compared to $28.8 million in net remeasurement losses in fiscal year 2015, and $14.3 million in net remeasurement gains in fiscal year 2014. We recognized $8.0 million in net foreign currency transaction gains in fiscal year 2016, compared to net transaction gains of $17.7 million in fiscal year 2015, and net transaction losses of $6.0 million in fiscal year 2014. In addition to foreign exchange gains and losses, we are exposed to changes in the cost of tobacco due to changes in the value of the local currency in relation to the U.S. dollar. We have entered forward currency exchange contracts to hedge against the effects of currency movements on purchases of tobacco to reduce the volatility of costs. In addition, we periodically enter into forward contracts to hedge balance sheet exposures. See Note 8 to the consolidated financial statements in Item 8 for additional information about our hedging activities. In certain tobacco markets that are primarily domestic, we use the local currency as the functional currency. Examples of these markets are Hungary, Poland, and the Philippines. In other markets, such as Western Europe, where export sales are primarily in local currencies, we also use the local currency as the functional currency. In each case, reported earnings are affected by the translation of the local currency into the U.S. dollar. Derivatives Policies Hedging interest rate exposure using swaps and hedging foreign currency exchange rate exposure using forward contracts are specifically contemplated to manage risk in keeping with management's policies. We may use derivative instruments, such as swaps, forwards, or futures, which are based directly or indirectly upon interest rates and currencies to manage and reduce the risks inherent in interest rate and currency fluctuations. When we use foreign currency derivatives to mitigate our exposure to exchange rate fluctuations, we may choose not to designate them as hedges for accounting purposes, which may result in the effects of the derivatives being recognized in our earnings in periods different from the items that created the exposure. We do not utilize derivatives for speculative purposes, and we do not enter into market risk-sensitive instruments for trading purposes. Derivatives are transaction-specific so that a specific debt instrument, forecast purchase, contract, or invoice determines the amount, maturity, and other specifics of the hedge. We routinely review counterparty risk as part of our derivative program. 33 Item 8. Financial Statements and Supplementary Data UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (in thousands of dollars, except share and per share data) 2016 2015 2014 Sales and other operating revenues ........................................................................................................ $ 2,120,373 $ 2,271,801 $ 2,542,115 Fiscal Year Ended March 31, Costs and expenses Cost of goods sold ............................................................................................................................... 1,713,042 1,861,527 2,108,824 Selling, general and administrative expenses...................................................................................... 226,685 Other income ....................................................................................................................................... Restructuring and impairment costs .................................................................................................... (3,390) 2,389 250,186 (12,676) 4,890 262,013 (81,619) 6,746 Operating income ................................................................................................................................... 181,647 167,874 246,151 Equity in pretax earnings of unconsolidated affiliates ........................................................................ Interest income .................................................................................................................................... Interest expense ................................................................................................................................... Income before income taxes................................................................................................................... Income taxes........................................................................................................................................ Net income ............................................................................................................................................. Less: net income attributable to noncontrolling interests in subsidiaries.............................................. Net income attributable to Universal Corporation ................................................................................. 5,422 1,178 15,669 172,578 54,430 118,148 (9,132) 109,016 7,137 576 17,120 158,467 38,006 120,461 (5,853) 114,608 3,897 949 20,307 230,690 75,535 155,155 (6,146) 149,009 Dividends on Universal Corporation convertible perpetual preferred stock.......................................... (14,748) (14,824) (14,850) Cost in excess of carrying value on repurchase of convertible perpetual preferred stock ..................... — (36) — Earnings available to Universal Corporation common shareholders ..................................................... $ 94,268 $ 99,748 $ 134,159 Earnings per share attributable to Universal Corporation common shareholders: Basic .................................................................................................................................................... $ Diluted ................................................................................................................................................. $ 4.16 3.92 $ $ 4.33 4.06 $ $ 5.77 5.25 Weighted average common shares outstanding: Basic .................................................................................................................................................... 22,683,290 23,035,920 23,238,978 Diluted ................................................................................................................................................. 27,825,491 28,221,264 28,392,033 See accompanying notes. 34 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands of dollars) Fiscal Year Ended March 31, 2016 2015 2014 Net income ............................................................................................................................................. $ 118,148 $ 120,461 $ 155,155 Other comprehensive income (loss): Foreign currency translation, net of income taxes .............................................................................. Foreign currency hedge, net of income taxes ..................................................................................... Interest rate hedge, net of income taxes.............................................................................................. Pension and other postretirement benefit plans, net of income taxes ................................................. Total other comprehensive income (loss), net of income taxes.................................................... Total comprehensive income ........................................................................................................ Less: comprehensive income attributable to noncontrolling interests................................................... 3,934 2,509 (5,015) 1,004 2,432 120,580 (8,920) (22,625) (2,603) (1,374) (14,023) (40,625) 79,836 (5,890) 6,480 1,624 483 32,022 40,609 195,764 (5,547) Comprehensive income attributable to Universal Corporation ............................................................. $ 111,660 $ 73,946 $ 190,217 See accompanying notes. 35 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of dollars) Current assets ASSETS March 31, 2016 2015 Cash and cash equivalents.................................................................................................................................................... $ 319,447 $ Accounts receivable, net....................................................................................................................................................... Advances to suppliers, net.................................................................................................................................................... Accounts receivable—unconsolidated affiliates .................................................................................................................. 428,659 101,890 2,316 248,783 434,362 114,883 1,907 Inventories—at lower of cost or market: Tobacco.............................................................................................................................................................................. 637,132 636,488 Other.................................................................................................................................................................................. Prepaid income taxes............................................................................................................................................................ Other current assets .............................................................................................................................................................. 60,888 17,814 70,400 62,195 17,811 81,570 Total current assets............................................................................................................................................................ 1,638,546 1,597,999 Property, plant and equipment Land...................................................................................................................................................................................... Buildings .............................................................................................................................................................................. Machinery and equipment .................................................................................................................................................... 22,987 264,838 591,327 879,152 16,790 238,372 576,010 831,172 Less accumulated depreciation.......................................................................................................................................... (553,265) (525,783) Other assets Goodwill and other intangibles ............................................................................................................................................ Investments in unconsolidated affiliates .............................................................................................................................. Deferred income taxes.......................................................................................................................................................... Other noncurrent assets ........................................................................................................................................................ 325,887 305,389 99,071 82,441 23,853 62,999 99,146 76,512 32,888 76,515 268,364 285,061 Total assets......................................................................................................................................................................... $ 2,232,797 $ 2,188,449 36 UNIVERSAL CORPORATION CONSOLIDATED BALANCE SHEETS—(Continued) (in thousands of dollars) Current liabilities LIABILITIES AND SHAREHOLDERS’ EQUITY March 31, 2016 2015 Notes payable and overdrafts............................................................................................................................................... $ 66,179 $ Accounts payable and accrued expenses ............................................................................................................................. 120,527 Accounts payable—unconsolidated affiliates...................................................................................................................... Customer advances and deposits ......................................................................................................................................... Accrued compensation......................................................................................................................................................... Income taxes payable........................................................................................................................................................... Current portion of long-term debt........................................................................................................................................ 8,343 16,438 27,593 7,190 — 59,862 140,112 3,281 30,183 28,232 6,559 — Total current liabilities................................................................................................................................................ 246,270 268,229 Long-term debt........................................................................................................................................................................ 370,000 370,000 Pensions and other postretirement benefits............................................................................................................................. Other long-term liabilities....................................................................................................................................................... Deferred income taxes ............................................................................................................................................................ 92,177 41,794 29,494 97,048 36,790 19,288 Total liabilities ............................................................................................................................................................ 779,735 791,355 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, 220,000 shares authorized, 218,490 shares issued and outstanding (218,490 at March 31, 2015)....................................................................... 211,562 211,562 Common stock, no par value, 100,000,000 shares authorized, 22,717,735 shares issued and outstanding (22,593,266 at March 31, 2015)........................................................................................................... 208,946 206,002 Retained earnings.............................................................................................................................................................. 1,066,064 1,020,155 Accumulated other comprehensive loss............................................................................................................................ (72,350) (74,994) Total Universal Corporation shareholders' equity....................................................................................................... 1,414,222 1,362,725 Noncontrolling interests in subsidiaries.................................................................................................................................. 38,840 34,369 Total shareholders' equity ........................................................................................................................................... 1,453,062 1,397,094 Total liabilities and shareholders' equity..................................................................................................................... $ 2,232,797 $ 2,188,449 See accompanying notes. 37 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars) Cash Flows From Operating Activities: Fiscal Year Ended March 31, 2016 2015 2014 Net income ............................................................................................................................................. $ 118,148 $ 120,461 $ 155,155 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation ........................................................................................................................................ Amortization........................................................................................................................................ Provision for losses on advances and guaranteed loans to suppliers .................................................. Inventory write-downs ........................................................................................................................ Stock-based compensation expense .................................................................................................... Foreign currency remeasurement loss (gain), net ............................................................................... Deferred income taxes......................................................................................................................... Equity in net income of unconsolidated affiliates, net of dividends ................................................... Gain on favorable outcome of excise tax case in Brazil ..................................................................... Fair value gain upon acquisition of partner's interest in joint venture ................................................ Restructuring and impairment costs .................................................................................................... Other, net ............................................................................................................................................. Changes in operating assets and liabilities, net: Accounts and notes receivable ......................................................................................................... Inventories and other assets.............................................................................................................. Income taxes..................................................................................................................................... Accounts payable and other accrued liabilities ................................................................................ Customer advances and deposits...................................................................................................... Net cash provided (used) by operating activities ................................................................................ Cash Flows From Investing Activities: Purchase of property, plant and equipment ......................................................................................... Purchase of partner's interest in joint venture, net of cash held by the business................................. Proceeds from sale of property, plant and equipment ......................................................................... Other, net ............................................................................................................................................. Net cash used by investing activities................................................................................................ Cash Flows From Financing Activities: Issuance (repayment) of short-term debt, net ...................................................................................... Issuance of long-term debt .................................................................................................................. Repayment of long-term debt.............................................................................................................. Dividends paid to noncontrolling interests.......................................................................................... Issuance of common stock .................................................................................................................. Repurchase of convertible perpetual preferred stock .......................................................................... Repurchase of common stock.............................................................................................................. Dividends paid on convertible perpetual preferred stock.................................................................... Dividends paid on common stock ....................................................................................................... Debt issuance costs and other.............................................................................................................. Net cash used by financing activities ............................................................................................... Effect of exchange rate changes on cash................................................................................................ Net increase (decrease) in cash and cash equivalents ............................................................................ Cash and cash equivalents at beginning of year..................................................................................... 36,754 890 815 11,899 5,206 22,517 15,046 156 — (3,390) 2,389 12,314 (2,806) (7,370) (1,503) (13,678) (13,796) 183,591 (47,153) (5,964) 2,982 (796) (50,931) 4,880 — — (4,449) — — — (14,748) (47,389) — (61,706) (290) 70,664 248,783 35,394 1,930 3,734 18,612 6,230 28,836 (13,662) (1,075) (12,676) — 4,890 (9,272) 49,414 37,751 4,790 (63,257) 14,397 226,497 (58,385) — 4,522 (141) (54,004) 2,618 370,000 (356,250) (4,183) 187 (1,497) (31,227) (14,824) (47,337) (3,621) (86,134) (1,108) 85,251 163,532 37,257 1,642 6,705 7,654 6,278 14,322 (2,176) 3,420 (81,619) — 6,746 2,251 (89,536) (47,492) 11,391 (27,345) (8,156) (3,503) (45,849) — 2,746 1,033 (42,070) (43,727) 175,000 (211,250) (1,971) 457 — (14,145) (14,850) (46,721) (875) (158,082) (677) (204,332) 367,864 Cash and Cash Equivalents at End of Year....................................................................................... $ 319,447 $ 248,783 $ 163,532 Supplemental information—cash paid for: Interest ................................................................................................................................................. $ Income taxes, net of refunds................................................................................................................ $ 15,704 38,732 $ $ 19,184 46,044 $ $ 25,116 65,511 See accompanying notes. 38 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (in thousands of dollars) Fiscal Year Ended March 31, 2016 Universal Corporation Shareholders Series B 6.75% Convertible Perpetual Preferred Stock Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Non- controlling Interests Total Shareholders' Equity Balance at beginning of year .......................................................... $ 211,562 $ 206,002 $ 1,020,155 $ (74,994) $ 34,369 $ 1,397,094 Changes in preferred and common stock Accrual of stock-based compensation ................................... Withholding of shares from stock-based compensation for grantee income taxes......................................................... Dividend equivalents on restricted stock units (RSUs)......... Changes in retained earnings Net income ............................................................................ Cash dividends declared Series B 6.75% convertible perpetual preferred stock ($67.50 per share) ........................................................ Common stock ($2.10 per share) ..................................... Dividend equivalents on restricted stock units (RSUs)......... Other comprehensive income (loss) Foreign currency translation, net of income taxes ................ Foreign currency hedge, net of income taxes........................ Interest rate hedge, net of income taxes ................................ Pension and other postretirement benefit plans, net of income taxes...................................................................... Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders..................... — — — — — — — — — — — — 5,206 (2,940) 678 — — — — 109,016 — — — — — — — — (14,748) (47,681) (678) — — — — — — — — — — — — 4,146 2,509 (5,015) 1,004 — — — 5,206 (2,940) 678 9,132 118,148 — — — (212) — — — (14,748) (47,681) (678) 3,934 2,509 (5,015) 1,004 — (4,449) (4,449) Balance at end of year .................................................................... $ 211,562 $ 208,946 $ 1,066,064 $ (72,350) $ 38,840 $ 1,453,062 39 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY—(Continued) (in thousands of dollars) Fiscal Year Ended March 31, 2015 Universal Corporation Shareholders Series B 6.75% Convertible Perpetual Preferred Stock Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Non- controlling Interests Total Shareholders' Equity Balance at beginning of year............................................................ $ 213,023 $ 206,446 $ 993,093 $ (34,332) $ 32,662 $ 1,410,892 Changes in preferred and common stock Repurchase of Series B 6.75% convertible perpetual preferred stock .................................................................... (1,461) Issuance of common stock ...................................................... Repurchase of common stock ................................................. Accrual of stock-based compensation .................................... Withholding of shares from stock-based compensation for grantee income taxes .......................................................... Dividend equivalents on restricted stock units (RSUs) .......... Changes in retained earnings Net income .............................................................................. Cash dividends declared Series B 6.75% convertible perpetual preferred stock ($67.50 per share).......................................................... Common stock ($2.06 per share)....................................... Repurchase of Series B 6.75% convertible perpetual preferred stock .................................................................... Repurchase of common stock ................................................. Dividend equivalents on restricted stock units (RSUs) .......... Other comprehensive income (loss) Foreign currency translation, net of income taxes .................. Foreign currency hedge, net of income taxes ......................... Interest rate hedge, net of income taxes.................................. Pension and other postretirement benefit plans, net of income taxes ....................................................................... Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders ...................... — — — — — — — — — — — — — — — 187 (6,439) 6,230 (1,076) 654 — — — — — — 114,608 — — — — — — — — — (14,824) (47,244) (36) (24,788) (654) — — — — — — — — — — — — — — — (22,662) (2,603) (1,374) (14,023) (1,461) 187 (6,439) 6,230 (1,076) 654 — — — — — 5,853 120,461 — — — — 37 — — — (14,824) (47,244) (36) (24,788) (654) (22,625) (2,603) (1,374) (14,023) — (4,183) (4,183) Balance at end of year...................................................................... $ 211,562 $ 206,002 $ 1,020,155 $ (74,994) $ 34,369 $ 1,397,094 40 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY—(Continued) (in thousands of dollars) Fiscal Year Ended March 31, 2014 Universal Corporation Shareholders Series B 6.75% Convertible Perpetual Preferred Stock Common Stock Retained Earnings Accumulated Other Comprehensive Income (Loss) Non- controlling Interests Total Shareholders' Equity Balance at beginning of year ............................................................ $ 213,023 $ 202,579 $ 918,509 $ (75,540) $ 29,086 $ 1,287,657 Changes in preferred and common stock Issuance of common stock ...................................................... Repurchase of common stock.................................................. Accrual of stock-based compensation ..................................... Withholding of shares from stock-based compensation for grantee income taxes........................................................... Dividend equivalents on restricted stock units (RSUs)........... Changes in retained earnings Net income .............................................................................. Cash dividends declared Series B 6.75% convertible perpetual preferred stock ($67.50 per share) .......................................................... Common stock ($2.02 per share) ....................................... Repurchase of common stock.................................................. Dividend equivalents on restricted stock units (RSUs)........... Other comprehensive income (loss) Foreign currency translation, net of income taxes .................. Foreign currency hedge, net of income taxes.......................... Interest rate hedge, net of income taxes .................................. Pension and other postretirement benefit plans, net of income taxes........................................................................ Other changes in noncontrolling interests Dividends paid to noncontrolling shareholders....................... — — — — — — — — — — — — — — — 457 (2,049) 6,278 (1,410) 591 — — — — — — 149,009 — — — — — — — — — (14,850) (46,888) (12,096) (591) — — — — — — — — — — — — — — — 7,079 1,624 483 32,022 — — — — — 457 (2,049) 6,278 (1,410) 591 6,146 155,155 — — — — (599) — — — (14,850) (46,888) (12,096) (591) 6,480 1,624 483 32,022 — (1,971) (1,971) Balance at end of year ...................................................................... $ 213,023 $ 206,446 $ 993,093 $ (34,332) $ 32,662 $ 1,410,892 41 UNIVERSAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY—(Continued) Fiscal Year Ended March 31, 2016 2015 2014 Preferred Shares Outstanding: Series B 6.75% Convertible Perpetual Preferred Stock: Balance at beginning of year................................................................................................................. 218,490 219,999 219,999 Issuance of convertible perpetual preferred stock ................................................................................ Repurchase of convertible perpetual preferred stock............................................................................ — — Balance at end of year........................................................................................................................... 218,490 — (1,509) 218,490 — — 219,999 Common Shares Outstanding: Balance at beginning of year................................................................................................................. 22,593,266 23,216,312 23,343,973 Issuance of common stock .................................................................................................................... 124,469 96,947 Repurchase of common stock ............................................................................................................... — (719,993) 110,825 (238,486) Balance at end of year........................................................................................................................... 22,717,735 22,593,266 23,216,312 See accompanying notes. 42 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (All dollar amounts are in thousands, except per share amounts or as otherwise noted.) NOTE 1. NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Universal Corporation, which together with its subsidiaries is referred to herein as “Universal” or the “Company,” is the leading global leaf tobacco supplier. The Company conducts business in over 30 countries, primarily in major tobacco-producing regions of the world. Consolidation The consolidated financial statements include the accounts of Universal Corporation and all domestic and foreign subsidiaries in which the Company maintains a controlling financial interest. Control is generally determined based on a voting interest of greater than 50%, such that Universal controls all significant corporate activities of the subsidiary. All significant intercompany accounts and transactions are eliminated in consolidation. The equity method of accounting is used for investments in companies where Universal Corporation has a voting interest of 20% to 50%. These investments are accounted for under the equity method because Universal exercises significant influence over those companies, but not control. The Company received dividends totaling $3.4 million in fiscal year 2016, $5.2 million in fiscal year 2015, and $6.5 million in fiscal year 2014, from companies accounted for under the equity method. Investments where Universal has a voting interest of less than 20% are not significant and are accounted for under the cost method. Under the cost method, the Company recognizes earnings upon its receipt of dividends to the extent they represent a distribution of retained earnings. The Company's 49% ownership interest in Socotab L.L.C. (“Socotab”), a leading supplier of oriental tobaccos with operations located principally in Eastern Europe and Turkey, is the primary investment accounted for under the equity method. The investment in Socotab is an important part of the Company's overall product and service arrangements with its major customers. As discussed further below, the Company reviews the carrying value of its investments in unconsolidated affiliates on a regular basis and considers whether any factors exist that might indicate an impairment in value that is other than temporary. At March 31, 2016, the Company determined that no such factors existed with respect to the investment in Socotab. The Company, together with Socotab management, regularly evaluates the outlook for the business, and an impairment charge could be recorded in a future period if it is determined that the fair value of the investment is less than the carrying value and the decline in value is not temporary. In fiscal year 2006, the Company deconsolidated its operations in Zimbabwe under accounting requirements that apply under certain conditions to foreign subsidiaries that are subject to foreign exchange controls and other government restrictions. Since that time, the investment has been accounted for using the cost method, as required under the accounting guidance. The investment in the Zimbabwe operations was zero at March 31, 2016 and 2015. The Company has a net foreign currency translation loss associated with the Zimbabwe operations of approximately $7.2 million, which remains a component of accumulated other comprehensive loss. As a regular part of its reporting, the Company reviews the conditions that resulted in the deconsolidation of the Zimbabwe operations to confirm that such accounting treatment is still appropriate. Dividends from the Zimbabwe operations are recorded in income in the period received. The Company holds less than a 100% financial interest in certain consolidated subsidiaries. The net income and shareholders’ equity attributable to the noncontrolling interests in these subsidiaries are reported on the face of the consolidated financial statements. During fiscal years 2016, 2015, and 2014, there were no changes in the Company’s ownership percentage in any of these subsidiaries. 43 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Investments in Unconsolidated Affiliates The Company’s equity method investments and its cost method investments, which include its Zimbabwe operations, are non-marketable securities. Universal reviews such investments for impairment whenever events or changes in circumstances indicate that the carrying amount of an investment may not be recovered. For example, the Company would review such an investment for impairment if the investee were to lose a significant customer, suffer a large reduction in sales margins, experience a major change in its business environment, or undergo any other significant change in its normal business. In assessing the recoverability of equity or cost method investments, the Company follows the applicable accounting guidance in determining the fair value of the investments. In most cases, this involves the use of discounted cash flow models (Level 3 of the fair value hierarchy under the accounting guidance). If the fair value of an equity or cost method investee is determined to be lower than its carrying value, an impairment loss is recognized. The determination of fair value using discounted cash flow models is normally not based on observable market data from independent sources and therefore requires significant management judgment with respect to estimates of future operating earnings and the selection of an appropriate discount rate. The use of different assumptions could increase or decrease estimated future operating cash flows, and the discounted value of those cash flows, and therefore could increase or decrease any impairment charge related to these investments. In its consolidated statements of income, the Company reports its proportional share of earnings of unconsolidated affiliates accounted for on the equity method based on the pretax earnings of those affiliates, as permitted under the applicable accounting guidance. All applicable foreign and U.S. income taxes are provided on these earnings and reported as a component of consolidated income tax expense. For unconsolidated affiliates located in foreign jurisdictions, repatriation of the Company’s share of the earnings through dividends is assumed in determining consolidated income tax expense. The following table provides a reconciliation of (1) equity in the pretax earnings of unconsolidated affiliates, as reported in the consolidated statements of income to (2) equity in the net income of unconsolidated affiliates, net of dividends, as reported in the consolidated statements of cash flows for the fiscal years ended March 31, 2016, 2015, and 2014: Fiscal Year Ended March 31, 2016 2015 2014 Equity in pretax earnings reported in the consolidated statements of income..................... $ 5,422 $ 7,137 $ Less: Equity in income taxes............................................................................................... Equity in net income ............................................................................................................ Less: Dividends received on investments (1) ...................................................................... Equity in net income, net of dividends, reported in the consolidated statements of cash (2,156) 3,266 (3,422) (834) 6,303 (5,228) 3,897 (809) 3,088 (6,508) flows................................................................................................................................. $ (156) $ 1,075 $ (3,420) (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. Earnings Per Share The Company calculates basic earnings per share based on earnings available to common shareholders after payment of dividends on the Company’s Series B 6.75% Convertible Perpetual Preferred Stock. The calculation uses the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed in a similar manner using the weighted average number of common shares and dilutive potential common shares outstanding. Dilutive potential common shares are outstanding dilutive stock options and stock appreciation rights that are assumed to be exercised, unvested restricted stock units and performance share awards that are assumed to be fully vested and paid out in shares of common stock, and shares of convertible perpetual preferred stock that are assumed to be converted when the effect is dilutive. In periods when the effect of the convertible perpetual preferred stock is dilutive and these shares are assumed to be converted into common stock, dividends paid on the preferred stock are excluded from the calculation of diluted earnings per share. Calculations of earnings per share for the fiscal years ended March 31, 2016, 2015, and 2014, are provided in Note 3. Cash and Cash Equivalents All highly liquid investments with a maturity of three months or less at the time of purchase are classified as cash equivalents. 44 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Advances to Suppliers In many sourcing origins where the Company operates, it provides agronomy services and seasonal advances of seed, fertilizer, and other supplies to tobacco farmers for crop production, or makes seasonal cash advances to farmers for the procurement of those inputs. These advances are short term, are repaid upon delivery of tobacco to the Company, and are reported in advances to suppliers in the consolidated balance sheets. In several origins, the Company has made long-term advances to tobacco farmers to finance curing barns and other farm infrastructure. In some years, due to low crop yields and other factors, individual farmers may not deliver sufficient volumes of tobacco to fully repay their seasonal advances, and the Company may extend repayment of those advances into future crop years. The long-term portion of advances is included in other noncurrent assets in the consolidated balance sheets. Both the current and the long-term portions of advances to suppliers are reported net of allowances recorded when the Company determines that amounts outstanding are not likely to be collected. Short-term and long-term advances to suppliers totaled approximately $134 million at March 31, 2016, and $156 million at March 31, 2015. The related valuation allowances totaled $29 million at March 31, 2016, and $35 million at March 31, 2015, and were estimated based on the Company’s historical loss information and crop projections. The allowances were increased by net provisions for estimated uncollectible amounts of approximately $0.8 million in fiscal year 2016, $3.7 million in fiscal year 2015, and $5.5 million in fiscal year 2014. These provisions are included in selling, general, and administrative expenses in the consolidated statements of income. Interest on advances is recognized in earnings upon the farmers’ delivery of tobacco in payment of principal and interest. Advances on which interest accrual had been discontinued totaled approximately $11 million at March 31, 2016, and $15 million at March 31, 2015. Inventories Tobacco inventories are valued at the lower of cost or market. Raw materials primarily consist of unprocessed leaf tobacco, which is clearly identified by type and grade at the time of purchase. The Company tracks the costs associated with this tobacco in the final product lots, and maintains this identification through the time of sale. This method of cost accounting is referred to as the specific cost or specific identification method. The predominant cost component of the Company’s inventories is the cost of the unprocessed tobacco. Direct and indirect processing costs related to these raw materials are capitalized and allocated to inventory in a systematic manner. The Company does not capitalize any interest or sales-related costs in inventory. Freight costs are recorded in cost of goods sold. Other inventories consist primarily of seed, fertilizer, packing materials, and other supplies, and are valued principally at the lower of average cost or market. Recoverable Value-Added Tax Credits In many foreign countries, the Company’s local operating subsidiaries pay significant amounts of value-added tax (“VAT”) on purchases of unprocessed and processed tobacco, crop inputs, packing materials, and various other goods and services. In some countries, VAT is a national tax, and in other countries it is assessed at the state level. Items subject to VAT vary from jurisdiction to jurisdiction, as do the rates at which the tax is assessed. When tobacco is sold to customers in the country of origin, the operating subsidiaries generally collect VAT on those sales. The subsidiaries are normally permitted to offset their VAT payments against the collections and remit only the incremental VAT collections to the tax authorities. When tobacco is sold for export, VAT is normally not assessed. In countries where tobacco sales are predominately for export markets, VAT collections generated on downstream sales are often not sufficient to fully offset the subsidiaries’ VAT payments. In those situations, unused VAT credits can accumulate. Some jurisdictions have procedures that allow companies to apply for refunds of unused VAT credits from the tax authorities, but the refund process often takes an extended period of time, and it is not uncommon for refund applications to be challenged or rejected in part on technical grounds. Other jurisdictions may permit companies to sell or transfer unused VAT credits to third parties in private transactions, although approval for such transactions must normally be obtained from the tax authorities, limits on the amounts that can be transferred may be imposed, and the proceeds realized may be heavily discounted from the face value of the credits. Due to these factors, local operating subsidiaries in some countries can accumulate significant balances of VAT credits over time. The Company reviews these balances on a regular basis and records valuation allowances on the credits to reflect amounts that are not expected to be recovered, as well as discounts anticipated on credits that are expected to be sold or transferred. At March 31, 2016 and 2015, the aggregate balances of recoverable tax credits held by the Company’s subsidiaries totaled approximately $52 million and $60 million, respectively, and the related valuation allowances totaled approximately $19 million and $23 million, respectively. The net balances are reported in other current assets and other noncurrent assets in the consolidated balance sheets. Property, Plant and Equipment Depreciation of plant and equipment is based upon historical cost and the estimated useful lives of the assets. Depreciation is calculated primarily using the straight-line method. Buildings include tobacco processing and blending facilities, offices, and warehouses. Machinery and equipment consists of processing and packing machinery and transport, office, and computer equipment. Estimated useful lives range as follows: buildings - 15 to 40 years; processing and packing machinery - 3 to 11 years; transport equipment - 3 to 10 years; and office and computer equipment - 3 to 10 years. Where applicable and material in amount, the Company capitalizes related interest costs during periods that property, plant and equipment are being constructed or made ready for service. No interest was capitalized in fiscal years 2016, 2015, or 2014. 45 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Goodwill and Other Intangibles Goodwill and other intangibles principally consist of the excess of the purchase price of acquired companies over the fair value of the net assets. Goodwill is carried at the lower of cost or fair value. Accounting Standards Codification Topic 350 (“ASC 350”) permits companies to base their initial assessments of potential goodwill impairment on qualitative factors, and the Company elected to use that approach at March 31, 2016 and 2015. Those factors did not indicate any potential impairment of the Company's recorded goodwill. Reporting units are distinct operating subsidiaries or groups of subsidiaries that typically compose the Company’s business in a specific country or location. Goodwill is allocated to reporting units based on the country or location to which a specific acquisition relates, or by allocation based on expected future cash flows if the acquisition relates to more than one country or location. The majority of the Company’s goodwill relates to its reporting unit in Brazil. Significant adverse changes in the operations or estimated future cash flows for a reporting unit with recorded goodwill could result in an impairment charge. No charges for goodwill impairment were recorded in fiscal years 2016, 2015, or 2014. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events, changes in business conditions, or other circumstances provide an indication that such assets may be impaired. Potential impairment is initially assessed by comparing management’s undiscounted estimates of future cash flows from the use or disposition of the assets to their carrying value. If the carrying value exceeds the undiscounted cash flows, an impairment charge is recorded to reduce the carrying value of the asset to its fair value determined in accordance with the accounting guidance. In many cases, this involves the use of discounted cash flow models that are not based on observable market data from independent sources (Level 3 of the fair value hierarchy under the accounting guidance). No significant charges for impairment of long-lived assets were recorded during fiscal years 2016, 2015, or 2014. Income Taxes The Company provides deferred income taxes on temporary differences between the book and tax basis of its assets and liabilities. Those differences arise principally from employee benefit accruals, depreciation, deferred compensation, undistributed earnings of unconsolidated affiliates, undistributed earnings of foreign subsidiaries, goodwill, and valuation allowances on farmer advances and value-added tax credits. Fair Values of Financial Instruments The fair value of the Company’s long-term debt, disclosed in Note 6, approximates the carrying amount since the variable interest rates in the underlying credit agreement reflect the market interest rates that were available to the Company at March 31, 2016. In periods when fixed-rate obligations are outstanding, fair values are estimated using market prices where they are available and discounted cash flow models based on current incremental borrowing rates for similar classes of borrowers and borrowing arrangements. The fair values of interest rate swap agreements designated as cash flow hedges and used to fix the variable benchmark rate on outstanding long-term debt are determined separately and recorded in other long-term liabilities. Except for interest rate swaps and forward foreign currency exchange contracts that are discussed below, the fair values of all other assets and liabilities that qualify as financial instruments approximate their carrying amounts. Derivative Financial Instruments The Company recognizes all derivatives on the balance sheet at fair value. Interest rate swaps and forward foreign currency exchange contracts are used from time to time to manage interest rate risk and foreign currency risk. The Company enters into such contracts only with counterparties of good standing. The credit exposure related to non-performance by the counterparties and the Company is considered in determining the fair values of the derivatives, and the effect has not been material to the financial statements or operations of the Company. Additional disclosures related to the Company’s derivatives and hedging activities are provided in Note 8. Translation and Remeasurement of Foreign Currencies The financial statements of foreign subsidiaries having the local currency as the functional currency are translated into U.S. dollars using exchange rates in effect at period end for assets and liabilities and average exchange rates applicable to each reporting period for results of operations. Adjustments resulting from translation of financial statements are reflected as a separate component of other comprehensive income or loss. 46 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The financial statements of foreign subsidiaries having the U.S. dollar as the functional currency, with certain transactions denominated in a local currency, are remeasured into U.S. dollars. The remeasurement of local currency amounts into U.S. dollars creates remeasurement gains and losses that are included in earnings as a component of selling, general, and administrative expense. The Company recognized net remeasurement losses of $22.5 million in fiscal year 2016, $28.8 million in fiscal year 2015, and $14.3 million in fiscal year 2014. Foreign currency transactions and forward foreign currency exchange contracts that are not designated as hedges generate gains and losses when they are settled or when they are marked to market under the prescribed accounting guidance. These transaction gains and losses are also included in earnings as a component of selling, general, and administrative expenses. The Company recognized net foreign currency transaction gains of $8.0 million in fiscal year 2016, net transaction gains of $17.7 million in fiscal year 2015, and net transaction losses of $6.0 million in fiscal year 2014. Revenue Recognition Revenue from the sale of tobacco is recognized when title and risk of loss is transferred to the customer and the earnings process is complete. Substantially all sales revenue is recorded based on the physical transfer of products to customers. A large percentage of the Company’s sales are to major multinational manufacturers of consumer tobacco products. The Company works closely with those customers to understand and plan for their requirements for volumes, styles, and grades of leaf tobacco from its various growing regions, and extensive coordination is maintained on an ongoing basis to determine and satisfy their requirements for physical shipment of processed tobacco. In most cases, customers request shipment within a relatively short period of time after the tobacco is processed and packed. The customers also specify, in sales contracts and in shipping documents, the precise terms for transfer of title and risk of loss for the tobacco. Customer returns and rejections are not significant, and the Company’s sales history indicates that customer-specific acceptance provisions are consistently met upon transfer of title and risk of loss. While most of the Company’s revenue consists of tobacco that is purchased from farmers, processed and packed in its factories, and then sold to customers, some revenue is earned from processing tobacco owned by customers. These arrangements usually exist in specific markets where the customers contract directly with farmers for leaf production, and they have accounted for less than 5% of total revenue on an annual basis through the fiscal year ended March 31, 2016. Processing and packing of leaf tobacco is a short-duration process. Under normal operating conditions, raw tobacco that is placed into the production line exits as processed and packed tobacco within one hour, and is then transported to customer-designated storage facilities. The revenue for these services is recognized when processing is completed, and the Company’s operating history indicates that customer requirements for processed tobacco are consistently met upon completion of processing. Stock-Based Compensation Share-based payments, such as grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and performance share awards, are measured at fair value and reported as expense in the financial statements over the requisite service period. Additional disclosures related to stock-based compensation are included in Note 12. Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Accounting Pronouncements Pronouncements Recently Adopted In November 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"). ASU 2015-17 eliminates the current requirement for an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. ASU 2015-17 requires that deferred tax liabilities, deferred tax assets, and valuation allowances be classified as noncurrent in a classified balance sheet. Early adoption of ASU 2015-17 is permitted, and the Company made the required balance sheet presentation change effective for March 31, 2016 and all prior comparative periods. Pronouncements to be Adopted in Future Periods In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes substantially all of the current revenue recognition guidance under U.S. generally accepted accounting principles (“U.S. GAAP”). ASU 2014-09 was developed under a joint project with the International Accounting Standards Board (“IASB”) to improve and converge the existing revenue recognition accounting guidance in U.S. GAAP and International Accounting Standards. Under ASU 2014-09, the central underlying principle is to recognize revenues when promised goods or services are transferred to customers at an amount determined by the consideration a company expects to receive for those goods or services. 47 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The guidance outlines a five-step process for determining the amount and timing of revenue to be recognized from those arrangements. It is more principles-based than the existing guidance under U.S. GAAP, and therefore is expected to require more management judgment and involve more estimates than the current guidance. ASU 2014-09 is effective for annual periods beginning after December 15, 2017, including all interim periods within the year of adoption. Companies are allowed to select between two transition methods: (1) a full retrospective transition method with the application of the new guidance to each prior reporting period presented, or (2) a retrospective transition method that recognizes the cumulative effect on prior periods at the date of adoption together with additional footnote disclosures. Since the issuance of ASU 2014-09, the FASB has issued several amendments to provide additional supplemental guidance on certain aspects of the original pronouncement. Universal expects to adopt ASU 2014-09 and the related supplemental amendments effective April 1, 2018, which is the beginning of the fiscal year ending March 31, 2019. The Company is currently evaluating the impact that the adoption of ASU 2014-09 and the related amendments will have on its consolidated financial statements and has not made a decision on the method of adoption. In April 2015, the FASB issued Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 31, 2015. The Company will make the required balance sheet presentation change upon adoption of ASU 2015-03 effective for the quarter ending June 30, 2016, which is the first quarter of the fiscal year ending March 31, 2017. In July 2015, the FASB issued Accounting Standards Update No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires that most inventory be measured at the lower of cost or net realizable value. ASU 2015-11 defines net realizable value as the "estimated selling price in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation." ASU 2015-11 is effective for fiscal years beginning after December 31, 2016. The Company is currently evaluating the impact that the adoption of ASU 2015-11 will have on its consolidated financial statements. ASU 2015-11 will be applied prospectively after the date of adoption, as required by the guidance. In January 2016, the FASB issued Accounting Standards Update No. 2016-01 “Financial Instruments-Recognition and Measurement of Financial Assets and Financial Liabilities” ("ASU 2016-01"). ASU 2016-01 requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in consolidation of the investee). This guidance is effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact that the adoption of ASU 2016-01 will have on its consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 requires a lessee to recognize lease payment obligations as a lease liability and the corresponding right-of-use asset as a leased asset in the balance sheet for the term of the lease. This guidance supersedes Topic 840 “Leases” and is effective for fiscal years beginning after December 15, 2018. The Company will be required to adopt ASU 2016-02 effective April 1, 2019, which is the beginning of its fiscal year ending March 31, 2020, and is currently evaluating the impact that the updated guidance will have on its consolidated financial statements. In March, 2016, the FASB issued Accounting Standards Update No. 2016-09, "Compensation - Stock Compensation (Topic 718)" ("ASU 2016-09"). ASU 2016-09 provides simplification for the accounting for employee stock-based payment transactions, including the related income tax consequences, the classification of awards as either equity or liabilities, and the classification of transactions in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017. Early adoption of ASU 2016-09 is permitted, and the Company expects to adopt the new guidance effective April 1, 2016, which is the beginning of its fiscal year ending March 31, 2017. The adoption of ASU 2016-09 is not expected to have a material impact on the Company's consolidated financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the current year’s presentation. 48 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 2. RESTRUCTURING AND IMPAIRMENT COSTS During the three fiscal years ended March 31, 2016, Universal recorded restructuring and impairment costs related to various initiatives to adjust certain operations and reduce costs. For all three fiscal years, the restructuring and impairment costs incurred primarily related to operations that are part of the Other Regions reportable segment of the Company's flue-cured and burley leaf tobacco operations. Fiscal Year Ended March 31, 2016 In fiscal year 2016, the Company recorded restructuring and impairment costs totaling $2.4 million related to a decision to significantly scale back its operations in Zambia. Those costs included statutory employee termination benefits, impairment charges related to outstanding balances on loans to farmers whose contracts were terminated as a result of the decision, and impairment charges on certain property and equipment. Fiscal Year Ended March 31, 2015 In fiscal year 2015, the Company recorded restructuring costs totaling $4.9 million, primarily related to downsizing certain functions at its operations in Brazil and a decision to suspend its operations in Argentina effective December 31, 2014. The decision to discontinue the Argentina operations involved costs for employee termination benefits, as well as costs to exit the Company's business arrangements with a supplier. Restructuring costs were also incurred in connection with downsizing efforts at several other locations around the Company. Fiscal Year Ended March 31, 2014 In fiscal year 2014, the Company's operating subsidiary in Brazil closed a factory and centralized all tobacco processing activities in its primary facility. In connection with this initiative, the Company incurred restructuring costs of approximately $4.0 million, including employee termination benefits, costs to relocate personnel and equipment to the main facility, and lease exit costs on the building that housed the closed operations. Additional restructuring costs of approximately $2.7 million were incurred in connection with voluntary early retirement arrangements at several locations around the Company. A summary of the restructuring and impairment costs incurred during the fiscal years ended March 31, 2016, 2015, and 2014, is as follows: Fiscal Years Ended March 31, 2016 2015 2014 Restructuring Costs:............................................................................................................ Employee termination benefits ........................................................................................... $ 1,629 $ 4,354 $ Other restructuring costs ..................................................................................................... Impairment Costs: ............................................................................................................... Farmer loans and property and equipment.......................................................................... 96 1,725 664 536 4,890 — Total restructuring and impairment costs.......................................................................... $ 2,389 $ 4,890 $ 3,743 3,003 6,746 — 6,746 49 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) A reconciliation of the Company’s liability for employee termination benefits and other restructuring costs for fiscal years 2014 through 2016 is as follows: Employee Termination Benefits Other Costs Total Balance at April 1, 2013........................................................................................................ $ 382 $ — $ 382 Fiscal Year 2014 Activity: Costs charged to expense................................................................................................... Payments............................................................................................................................ Balance at March 31, 2014.................................................................................................... Fiscal Year 2015 Activity: Costs charged to expense................................................................................................... Payments............................................................................................................................ Balance at March 31, 2015.................................................................................................... Fiscal Year 2016 Activity: Costs charged to expense................................................................................................... Payments............................................................................................................................ 3,743 (2,099) 2,026 4,354 (5,684) 696 1,629 (2,246) 3,003 (2,843) 160 536 (498) 198 96 (92) Balance at March 31, 2016.................................................................................................... $ 79 $ 202 $ 6,746 (4,942) 2,186 4,890 (6,182) 894 1,725 (2,338) 281 The majority of the restructuring liability at March 31, 2016 will be paid in the early part of fiscal year 2017. Universal continually reviews its business for opportunities to realize efficiencies, reduce costs, and realign its operations in response to business changes. The Company may incur additional restructuring costs in future periods as business changes occur and additional cost savings initiatives are implemented. 50 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 3. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: (in thousands, except share and per share data) Basic Earnings Per Share Numerator for basic earnings per share Fiscal Year Ended March 31, 2016 2015 2014 Net income attributable to Universal Corporation ........................................................................... $ 109,016 $ 114,608 $ 149,009 Less: Dividends on convertible perpetual preferred stock ............................................................... (14,748) (14,824) (14,850) Less: Cost in excess of carrying value on repurchases of convertible perpetual preferred stock .... — (36) — Earnings available to Universal Corporation common shareholders for calculation of basic earnings per share ......................................................................................... 94,268 99,748 134,159 Denominator for basic earnings per share Weighted average shares outstanding............................................................................................... 22,683,290 23,035,920 23,238,978 Basic earnings per share ................................................................................................................... $ 4.16 $ 4.33 $ 5.77 Diluted Earnings Per Share Numerator for diluted earnings per share Earnings available to Universal Corporation common shareholders ............................................... $ 94,268 $ 99,748 $ 134,159 Add: Dividends on convertible perpetual preferred stock (if conversion assumed) ........................ 14,748 14,824 14,850 Add: Cost in excess of carrying value on repurchases of convertible perpetual preferred stock..... — 36 — Earnings available to Universal Corporation common shareholders for calculation of diluted earnings per share ...................................................................................... 109,016 114,608 149,009 Denominator for diluted earnings per share Weighted average shares outstanding............................................................................................... 22,683,290 23,035,920 23,238,978 Effect of dilutive securities (if conversion or exercise assumed) Convertible perpetual preferred stock............................................................................................ 4,853,268 4,843,309 4,821,557 Employee share-based awards ....................................................................................................... 288,933 342,035 331,498 Denominator for diluted earnings per share ..................................................................................... 27,825,491 28,221,264 28,392,033 Diluted earnings per share................................................................................................................ $ 3.92 $ 4.06 $ 5.25 For the fiscal years ended March 31, 2016, 2015, and 2014, the Company had the following potentially dilutive securities (stock appreciation rights) outstanding that were not included in the computation of diluted earnings per share because their effect would have been antidilutive: Potentially dilutive securities .............................................................................................................. 133,600 156,200 169,000 Weighted-average exercise price......................................................................................................... $ 62.66 $ 61.83 $ 62.66 Fiscal Year Ended March 31, 2016 2015 2014 51 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 4. INCOME TAXES The Company operates in the United States and many foreign countries and is subject to the tax laws of many jurisdictions. Changes in tax laws or the interpretation of tax laws can affect the Company’s earnings, as can the resolution of pending and contested tax issues. The Company's consolidated effective income tax rate is affected by a number of factors, including the mix of domestic and foreign earnings, the effect of exchange rate changes on deferred taxes, and the Company’s ability to utilize foreign tax credits. Income Tax Expense Income taxes for the fiscal years ended March 31, 2016, 2015, and 2014 consisted of the following: Fiscal Year Ended March 31, 2016 2015 2014 Current United States ..................................................................................................................... $ 5,371 $ 4,126 $ State and local ................................................................................................................... Foreign .............................................................................................................................. Deferred United States ..................................................................................................................... State and local ................................................................................................................... Foreign .............................................................................................................................. 1,116 32,897 39,384 5,780 (445) 9,711 15,046 657 46,885 51,668 3,352 159 (17,173) (13,662) 1,433 507 75,770 77,710 1,686 275 (4,136) (2,175) Total................................................................................................................................ $ 54,430 $ 38,006 $ 75,535 Foreign taxes include U.S. tax expense on earnings of foreign subsidiaries. The Company has no undistributed earnings of consolidated foreign subsidiaries that are classified as permanently reinvested. Consolidated Effective Income Tax Rate A reconciliation of the statutory U.S. federal rate to the Company’s effective income tax rate is as follows: Fiscal Year Ended March 31, 2016 2015 2014 Statutory tax rate ................................................................................................................... 35.0% 35.0% 35.0% State income taxes, net of federal benefit ............................................................................. Dividends received from deconsolidated operations ............................................................ Effect of exchange rate changes on deferred income taxes .................................................. Tax benefit arising from payment of a portion of a fine by a subsidiary.............................. Other, including changes in liabilities recorded for uncertain tax positions......................... 0.3 (1.5) (1.6) — (0.7) 0.3 (1.3) (4.9) (5.0) (0.1) 0.2 (0.9) (1.0) — (0.6) Effective income tax rate ...................................................................................................... 31.5% 24.0% 32.7% During the first quarter of fiscal year 2015, the Company recorded a consolidated income tax benefit of $8 million arising from the ability of its subsidiary, Deltafina S.p.A., to pay a significant portion of a fine and related interest charges in Italy that were settled during that quarter following the unsuccessful appeal of a case involving anti-competitive activities in the Italian tobacco market. Deltafina and Universal Corporation were jointly liable for the fine and interest charges. The Company’s initial accrual of the amounts imposed in September 2011 assumed that the entire obligation would be paid by Universal Corporation due to uncertainty with respect to Deltafina’s financial capacity to bear any significant portion of the cost upon the eventual settlement and to uncertainty as to when the payment would be made. Deltafina ultimately was able to assume responsibility for approximately $30 million of the total $53 million obligation for the fine and interest when those amounts were paid. Although the portion of the fine paid by Deltafina was not deductible for income tax purposes in Italy, it reduced the subsidiary’s cumulative undistributed earnings and the associated consolidated tax liability, resulting in the $8 million benefit in the Company's consolidated income tax provision. This discrete item reduced the effective income tax rate for fiscal year 2015 by 5.0%. 52 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Components of Income Before Income Taxes The U.S. and foreign components of income before income taxes were as follows: Fiscal Year Ended March 31, 2016 2015 2014 United States ........................................................................................................................ $ 37,877 $ 27,181 $ 9,156 Foreign ................................................................................................................................. 134,701 131,286 221,534 Total................................................................................................................................... $ 172,578 $ 158,467 $ 230,690 Deferred Income Tax Liabilities and Assets Significant components of deferred tax liabilities and assets were as follows: March 31, 2016 2015 Liabilities Foreign withholding taxes................................................................................................................................. $ 39,770 $ Undistributed earnings ...................................................................................................................................... Goodwill ........................................................................................................................................................... All other ............................................................................................................................................................ 19,553 30,851 10,424 Total deferred tax liabilities......................................................................................................................... $ 100,598 $ Assets Employee benefit plans..................................................................................................................................... $ 43,362 $ Reserves and accruals ....................................................................................................................................... Deferred income................................................................................................................................................ 12,911 3,938 Currency translation losses of foreign subsidiaries........................................................................................... 9,939 Local currency exchange losses of foreign subsidiaries ................................................................................... Foreign tax credit carryforward ........................................................................................................................ 3,597 4,664 All other ............................................................................................................................................................ 16,546 34,339 14,510 30,851 8,922 88,622 50,977 14,039 5,387 12,167 10,674 — 9,607 Total deferred tax assets............................................................................................................................... Valuation allowance.......................................................................................................................................... 94,957 — 102,851 (629) Net deferred tax assets ................................................................................................................................. $ 94,957 $ 102,222 At March 31, 2016, the Company had no material net operating loss carryforwards in either its domestic or foreign operations. 53 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Combined Income Tax Expense (Benefit) The combined income tax expense (benefit) allocable to continuing operations, other comprehensive income, and direct adjustments to shareholders' equity was as follows: Fiscal Year Ended March 31, 2016 2015 2014 Continuing operations........................................................................................................... $ 54,430 $ 38,006 $ Other comprehensive income ............................................................................................... Direct adjustments to shareholders' equity ........................................................................... 1,423 (805) (21,900) (932) 75,535 22,190 (972) Total................................................................................................................................ $ 55,048 $ 15,174 $ 96,753 Uncertain Tax Positions A reconciliation of the beginning and ending balance of the gross liability for uncertain tax positions for the fiscal years ended March 31, 2016, 2015 and 2014, is as follows: Fiscal Year Ended March 31, 2016 2015 2014 Liability for uncertain tax positions, beginning of year ....................................................... $ 2,894 $ 3,809 $ 5,385 Additions: Related to tax positions for the current year ...................................................................... Related to tax positions for prior years .............................................................................. Reductions: Due to lapses of statutes of limitations .............................................................................. Related to tax positions for prior years .............................................................................. Effect of currency rate movement...................................................................................... 98 — (215) — (370) 272 — (478) (143) (566) Liability for uncertain tax positions, end of year.................................................................. $ 2,407 $ 2,894 $ 194 168 (1,776) — (162) 3,809 Of the total liability for uncertain tax positions at March 31, 2016, approximately $1.8 million could have an effect on the consolidated effective tax rate if the tax benefits are recognized. The liability for uncertain tax positions includes $0.1 million related to tax positions for which it is reasonably possible that the amounts could change significantly before March 31, 2017. This amount reflects a possible decrease in the liability for uncertain tax positions that could result from the completion and resolution of tax audits and the expiration of open tax years in various tax jurisdictions. The Company recognizes accrued interest related to uncertain tax positions as interest expense, and it recognizes penalties as a component of income tax expense. Amounts accrued or reversed for interest and penalties were not material for any of the fiscal years 2014 through 2016, and liabilities recorded for interest and penalties at March 31, 2016 and 2015 also were not material. Universal and its subsidiaries file a U.S. federal consolidated income tax return, as well as returns in several U.S. states and a number of foreign jurisdictions. As of March 31, 2016, the Company's earliest open tax year for U.S. federal income tax purposes was its fiscal year ended 2013. Open tax years in state and foreign jurisdictions generally range from 3 to 6 years. 54 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 5. CREDIT FACILITIES Bank Credit Agreements In December 2014, the Company entered into a senior unsecured bank credit agreement that replaced its previous short- term and long-term borrowing facilities, consolidating and extending the maturities of those facilities. The agreement established a $430 million five-year revolving credit facility, along with a $150 million five-year term loan and a $220 million seven-year term loan. Borrowings under the revolving credit facility bear interest at a variable rate based on either (1) LIBOR plus a margin that is based on the Company's credit measures or (2) the higher of the federal funds rate plus 0.5%, prime rate, or one-month LIBOR plus 1.0%, each plus a margin. In addition to interest, the Company pays a facility fee on the revolving credit facility. No amounts were outstanding under the revolving credit facility at March 31, 2016. The credit agreement provides for an expansion of the facility under certain conditions to allow additional borrowings of up to $100 million. Additional information related to the term loans is provided in Note 6. The credit agreement includes financial covenants that require the Company to maintain a minimum level of tangible net worth and observe limits on debt levels. The Company was in compliance with those covenants at March 31, 2016. Short-Term Credit Facilities The Company maintains short-term uncommitted lines of credit in the United States and in a number of foreign countries. Foreign borrowings are generally in the form of overdraft facilities at rates competitive in the countries in which the Company operates. Generally, each foreign line is available only for borrowings related to operations of a specific country. As of March 31, 2016 and 2015, approximately $66 million and $60 million, respectively, were outstanding under these uncommitted lines of credit. The weighted-average interest rates on short-term borrowings outstanding as of March 31, 2016 and 2015, were approximately 2.2% and 2.7%, respectively. At March 31, 2016, the Company and its consolidated affiliates had unused uncommitted lines of credit totaling approximately $306 million. NOTE 6. LONG-TERM DEBT The Company's long-term debt at March 31, 2016 and 2015 consisted of the following: March 31, 2016 2015 Senior bank term loans ...................................................................................................................................... $ 370,000 $ 370,000 Total outstanding ........................................................................................................................................... 370,000 370,000 Less: current portion.......................................................................................................................................... — — Long-term debt .............................................................................................................................................. $ 370,000 $ 370,000 As discussed in Note 5, the Company entered into a bank credit agreement in December 2014 that established a $150 million five-year term loan and a $220 million seven-year term loan. Both term loans were fully funded at closing, and the Company concurrently repaid approximately $250 million aggregate principal amount on term loans outstanding under two previous bank credit facilities and reduced its revolving credit borrowings by approximately $120 million. The term loans require no amortization and are prepayable without penalty prior to maturity. Under the credit agreement, both term loans bear interest at variable rates plus a margin based on the Company's credit measures. However, following closing on the term loans, the Company entered into receive- floating / pay-fixed interest rate swap agreements that convert the variable benchmark rate on both loans to a fixed rate over their full terms to maturity. With the swap agreements in place, the effective interest rate on the $150 million five-year loan and the $220 million seven-year loan were 2.94% and 3.48%, respectively, at March 31, 2016 and 2015. The effective rates will change only if a change in the Company's credit measures results in adjustments to the applicable credit spreads specified in the underlying loan agreement. The $150 million five-year term loan matures in fiscal year 2020, and the $220 million seven-year term loan matures in fiscal year 2022. In November 2014, the Company filed an undenominated universal shelf registration statement with the U.S. Securities and Exchange Commission to provide for the future issuance of an undefined amount of additional debt or equity securities as determined by the Company and offered in one or more prospectus supplements prior to issuance. Disclosures about the fair value of long-term debt are provided in Note 9. 55 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 7. LEASES The Company’s subsidiaries lease various production, storage, distribution, and other facilities, as well as vehicles and equipment used in their operations. Some of the leases have options to extend the lease term at market rates. These arrangements are classified as operating leases for accounting purposes. Rent expense on operating leases totaled $14.7 million in fiscal year 2016, $15.8 million in fiscal year 2015, and $18.2 million in fiscal year 2014. Future minimum payments under non-cancelable operating leases total $10.3 million in 2017, $7.1 million in 2018, $6.1 million in 2019, $4.8 million in 2020, $4.4 million in 2021, and $15.0 million after 2021. NOTE 8. DERIVATIVES AND HEDGING ACTIVITIES Universal is exposed to various risks in its worldwide operations and uses derivative financial instruments to manage two specific types of risks – interest rate risk and foreign currency exchange rate risk. Interest rate risk has been managed by entering into interest rate swap agreements, and foreign currency exchange rate risk has been managed by entering into forward foreign currency exchange contracts. However, the Company’s policy also permits other types of derivative instruments. In addition, foreign currency exchange rate risk is also managed through strategies that do not involve derivative instruments, such as using local borrowings and other approaches to minimize net monetary positions in non-functional currencies. The disclosures below provide additional information about the Company’s hedging strategies, the derivative instruments used, and the effects of these activities on the consolidated statements of income and the consolidated balance sheets. In the consolidated statements of cash flows, the cash flows associated with all of these activities are reported in net cash provided by operating activities. Cash Flow Hedging Strategy for Interest Rate Risk In January 2015, the Company entered into receive-floating/pay-fixed interest rate swap agreements that were designated and qualified as hedges of the exposure to changes in interest payment cash flows created by fluctuations in variable interest rates on its two outstanding non-amortizing bank term loans (see Note 5). Although no significant ineffectiveness is expected with this hedging strategy, the effectiveness of the interest rate swaps is evaluated on a quarterly basis. At March 31, 2016, the total notional amount of the interest rate swaps was $370 million, which corresponded with the aggregate outstanding balance of the term loans. Previously, the Company had receive-floating/pay-fixed interest rate swap agreements that were designated and qualified as cash flow hedges on an amortizing bank term loan that has since been repaid. Those swap agreements, which had an aggregate notional amount of approximately $74 million reflecting the principal balance outstanding on the loan, were terminated upon repayment of the debt in December 2014. The fair value of the swap agreements, approximately $0.6 million, was paid to the counterparties upon termination and charged to expense. Cash Flow Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Forecast Purchases of Tobacco and Related Processing Costs The majority of the tobacco production in most countries outside the United States where Universal operates is sold in export markets at prices denominated in U.S. dollars. However, purchases of tobacco from farmers and most processing costs (such as labor and energy) in those countries are usually denominated in the local currency. Changes in exchange rates between the U.S. dollar and the local currencies where tobacco is grown and processed affect the ultimate U.S. dollar cost of the processed tobacco. From time to time, the Company enters into forward contracts to sell U.S. dollars and buy the local currency at future dates that coincide with the expected timing of a portion of the tobacco purchases and processing costs. This strategy offsets the variability of future U.S. dollar cash flows for tobacco purchases and processing costs for the foreign currency notional amount hedged. This hedging strategy has been used mainly for tobacco purchases and processing costs in Brazil. The aggregate U.S. dollar notional amount of forward contracts entered for these purposes during fiscal years 2016, 2015, and 2014 was as follows: (in millions) Fiscal Year Ended March 31, 2016 2015 2014 Tobacco purchases ............................................................................................................... $ 43.1 $ 105.6 $ Processing costs ................................................................................................................... 13.2 22.9 Total.................................................................................................................................. $ 56.3 $ 128.5 $ 126.1 26.8 152.9 The reduced U.S. dollar notional amounts for tobacco purchases and processing costs hedged during fiscal year 2016 reflect the combined effect of the devaluation of the Brazilian currency since the prior fiscal year, the reduced size of the 2016 crop, and a variation in the timing of fixed-price orders from customers for their purchases from the respective crop years. All contracts related to tobacco purchases were designated and qualify as hedges of the future cash flows associated with the forecast purchases of tobacco. As a result, except for amounts related to any ineffective portion of the hedging strategy or any early de-designation of the hedge arrangement, changes in fair values of the forward contracts have been recognized in comprehensive income as they occurred, but 56 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) only recognized in earnings upon sale of the related tobacco to third-party customers. Forward contracts related to processing costs have not been designated as hedges, and gains and losses on those contracts have been recognized in earnings on a mark-to-market basis. For substantially all hedge gains and losses recorded in accumulated other comprehensive loss at March 31, 2016, the Company expects to complete the sale of the tobacco and recognize the amounts in earnings during fiscal year 2017. At March 31, 2016, all hedged forecast purchases of tobacco not yet completed remained probable of occurring within the originally designated time period and, as a result, no hedges had been discontinued. Purchases of the 2016 crop are expected to be completed by August 2016, and all forward contracts to hedge those purchases will mature and be settled by that time. Hedging Strategy for Foreign Currency Exchange Rate Risk Related to Net Local Currency Monetary Assets and Liabilities of Foreign Subsidiaries Most of the Company’s foreign subsidiaries transact the majority of their sales in U.S. dollars and finance the majority of their operating requirements with U.S. dollar borrowings, and therefore use the U.S. dollar as their functional currency. These subsidiaries normally have certain monetary assets and liabilities on their balance sheets that are denominated in the local currency. Those assets and liabilities can include cash and cash equivalents, accounts receivable and accounts payable, advances to farmers and suppliers, deferred income tax assets and liabilities, recoverable value-added taxes, and other items. Net monetary assets and liabilities denominated in the local currency are remeasured into U.S. dollars each reporting period, generating gains and losses that the Company records in earnings as a component of selling, general, and administrative expenses. The level of net monetary assets or liabilities denominated in the local currency normally fluctuates throughout the year based on the operating cycle, but it is most common for monetary assets to exceed monetary liabilities, sometimes by a significant amount. When this situation exists and the local currency weakens against the U.S. dollar, remeasurement losses are generated. Conversely, remeasurement gains are generated on a net monetary asset position when the local currency strengthens against the U.S. dollar. To manage a portion of its exposure to currency remeasurement gains and losses, the Company enters into forward contracts to buy or sell the local currency at future dates coinciding with expected changes in the overall net local currency monetary asset position of the subsidiary. Gains and losses on the forward contracts are recorded in earnings as a component of selling, general, and administrative expenses for each reporting period as they occur, and thus directly offset the related remeasurement losses or gains in the consolidated statements of income for the notional amount hedged. The Company does not designate these contracts as hedges for accounting purposes. The contracts are generally arranged to hedge the subsidiary's projected exposure to currency remeasurement risk for specified periods of time, and new contracts are entered as necessary throughout the year to replace previous contracts as they mature. During fiscal years ended March 31, 2016, 2015, and 2014, the Company used forward currency contracts to manage its exposure to currency remeasurement risk in Brazil. At March 31, 2016, the net local monetary asset position in Brazil was not significant, and there were no foreign currency contracts to manage currency remeasurement risk outstanding. The total notional amount of contracts outstanding at March 31, 2015 was approximately $80.4 million. To further mitigate currency remeasurement exposure, the Company’s foreign subsidiaries may utilize short-term local currency financing during certain periods. This strategy, while not involving the use of derivative instruments, is intended to minimize the subsidiary’s net monetary position by financing a portion of the local currency monetary assets with local currency monetary liabilities and thus hedging a portion of the overall position. Several of the Company’s foreign subsidiaries transact the majority of their sales and finance the majority of their operating requirements in their local currency, and therefore use their respective local currencies as the functional currency for reporting purposes. From time to time, these subsidiaries sell tobacco to customers in transactions that are not denominated in the functional currency. In those situations, the subsidiaries routinely enter into forward exchange contracts to offset currency risk for the period of time that a fixed-price order and the related trade account receivable are outstanding with the customer. The contracts are not designated as hedges for accounting purposes. 57 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Effect of Derivative Financial Instruments on the Consolidated Statements of Income The table below outlines the effects of the Company’s use of derivative financial instruments on the consolidated statements of income for the fiscal years ended March 31, 2016, 2015, and 2014. Fiscal Year Ended March 31, 2016 2015 2014 Cash Flow Hedges - Interest Rate Swap Agreements Derivative Effective Portion of Hedge Gain (loss) recorded in accumulated other comprehensive loss............................................ Gain (loss) reclassified from accumulated other comprehensive loss into earnings ............. $ $ (12,824) $ (4,044) $ (5,108) $ (1,929) $ (142) (886) Location of gain (loss) reclassified from accumulated other comprehensive loss into earnings .............................................................................................................................. Interest expense Ineffective Portion of Hedge Gain (loss) recognized in earnings......................................................................................... $ — $ — $ — Location of gain (loss) recognized in earnings ...................................................................... Selling, general and administrative expenses Hedged Item Description of hedged item....................................................................................................... Floating rate interest payments on term loans Cash Flow Hedges - Forward Foreign Currency Exchange Contracts Derivative Effective Portion of Hedge Gain (loss) recorded in accumulated other comprehensive loss............................................ Gain (loss) reclassified from accumulated other comprehensive loss into earnings................................................................................................................ $ $ 1,774 993 $ $ 1,410 3,099 $ $ (1,635) (3,844) 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......................................................................................... $ 685 $ 257 $ (1,839) 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 Gain (loss) recognized in earnings......................................................................................... $ 5,973 $ 13,178 $ (6,609) Location of gain (loss) recognized in earnings ...................................................................... Selling, general and administrative expenses For the interest rate swap agreements, the effective portion of the gain or loss on the derivative is recorded in accumulated other comprehensive loss and any ineffective portion is recorded in selling, general and administrative expenses. For the forward foreign currency exchange contracts designated as cash flow hedges of tobacco purchases in Brazil, a net hedge gain of approximately $0.5 million remained in accumulated other comprehensive loss at March 31, 2016. That balance reflects net gains on contracts related to the 2016 crop. No hedge gain or loss had been reclassified to earnings at March 31, 2016 since shipments of those tobaccos had not yet started. The majority of the balance in accumulated other comprehensive loss will be recognized in earnings as a component of cost of goods sold in fiscal year 2017 as the 2016 Brazilian crop tobacco is sold to customers. Based on the hedging strategy, as the gain or loss is recognized in earnings, it is expected to be offset by a change in the direct cost for the tobacco or by a change in sales prices if the strategy has been mandated by the customer. Generally, margins on the sale of the tobacco will not be significantly affected. 58 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Effect of Derivative Financial Instruments on the Consolidated Balance Sheets The table below outlines the effects of the Company’s derivative financial instruments on the consolidated balance sheets at March 31, 2016 and 2015: Derivatives Designated as Hedging Instruments Interest rate swap agreements Forward foreign currency exchange contracts Total Derivatives Not Designated as Hedging Instruments Forward foreign currency exchange contracts Total Derivatives in a Fair Value Asset Position Derivatives in a Fair Value Liability Position Balance Sheet Location Fair Value as of March 31, 2016 2015 Other non-current assets Other current assets Other current assets $ — $ — 475 $ 475 $ 106 106 $ $ 297 297 $ $ 5,148 5,148 Balance Sheet Location Other long-term liabilities Accounts payable and accrued expenses Accounts payable and accrued expenses Fair Value as of March 31, 2016 2015 $ 10,766 $ 3,050 — 396 $ 10,766 $ 3,446 $ $ 5 5 $ $ 183 183 Substantially all of the Company's forward foreign currency exchange contracts are subject to master netting arrangements, whereby the right to offset occurs in the event of default by a participating party. The Company has elected to present these contracts on a gross basis in the consolidated balance sheets. NOTE 9. FAIR VALUE MEASUREMENTS Universal measures certain financial and nonfinancial assets and liabilities at fair value based on applicable accounting guidance. The financial assets and liabilities measured at fair value include money market funds, trading securities associated with deferred compensation plans, interest rate swap agreements, forward foreign currency exchange contracts, and guarantees of bank loans to tobacco growers. The application of the fair value guidance to nonfinancial assets and liabilities primarily includes the determination of fair values for goodwill and long-lived assets when indicators of potential impairment are present. Under the accounting guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The framework for measuring fair value is based on a fair value hierarchy that distinguishes between observable inputs and unobservable inputs. Observable inputs are based on market data obtained from independent sources. Unobservable inputs require the Company to make its own assumptions about the value placed on an asset or liability by market participants because little or no market data exists. There are three levels within the fair value hierarchy. Level 1 2 3 Description quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date; 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 unobservable inputs for the asset or liability. In measuring the fair value of liabilities, the Company considers the risk of non-performance in determining fair value. Universal has not elected to report at fair value any financial instruments or any other assets or liabilities that are not required to be reported at fair value under current accounting guidance. 59 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) At March 31, 2016 and 2015, the Company had certain financial assets and financial liabilities that were required to be measured and reported at fair value on a recurring basis. These assets and liabilities are listed in the tables below and are classified based on how their values were determined under the fair value hierarchy: March 31, 2016 Level 1 Level 2 Level 3 Total Assets Money market funds ....................................................................................... $ — $ 116,618 $ — $ 116,618 Trading securities associated with deferred compensation plans ................... Forward foreign currency exchange contracts................................................ 17,817 — — 772 — — 17,817 772 Total financial assets measured and reported at fair value........................... $ 17,817 $ 117,390 $ — $ 135,207 Liabilities Guarantees of bank loans to tobacco growers ................................................ $ — $ — $ 1,628 $ Interest rate swap agreements ......................................................................... Forward foreign currency exchange contracts................................................ — — 10,766 5 — — 1,628 10,766 5 Total financial liabilities measured and reported at fair value..................... $ — $ 10,771 $ 1,628 $ 12,399 March 31, 2015 Level 1 Level 2 Level 3 Total Assets Money market funds ........................................................................................ $ — $ 86,552 $ — $ Trading securities associated with deferred compensation plans..................... Forward foreign currency exchange contracts ................................................. 20,692 — — 5,254 — — 86,552 20,692 5,254 Total financial assets measured and reported at fair value.......................... $ 20,692 $ 91,806 $ — $ 112,498 Liabilities Guarantees of bank loans to tobacco growers.................................................. $ — $ — $ 1,695 $ Interest rate swap agreements .......................................................................... Forward foreign currency exchange contracts ................................................. — — 3,050 579 — — Total financial liabilities measured and reported at fair value.................... $ — $ 3,629 $ 1,695 $ 1,695 3,050 579 5,324 Money market funds The fair value of money market funds, which are reported in cash and cash equivalents in the consolidated balance sheets, is based on net asset value, which is computed based on amortized cost (Level 2). The fair values of these investments approximate cost due to the short-term maturities and the high credit quality of the issuers of the underlying securities. Trading securities associated with deferred compensation plans Trading securities represent mutual fund investments that are matched to employee deferred compensation obligations. These investments are bought and sold as employees defer compensation, receive distributions, or make changes in the funds underlying their accounts. Quoted market prices (Level 1) are used to determine the fair values of the mutual funds. 60 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Interest rate swap agreements The fair values of interest rate swap agreements are determined based on dealer quotes using a discounted cash flow model matched to the contractual terms of each instrument. Since inputs to the model are observable and significant judgment is not required in determining the fair values, interest rate swaps are classified within Level 2 of the fair value hierarchy. Forward foreign currency exchange contracts The fair values of forward foreign currency exchange contracts are also determined based on dealer quotes using a discounted cash flow model matched to the contractual terms of each instrument. Since inputs to the model are observable and significant judgment is not required in determining the fair values, forward foreign currency exchange contracts are classified within Level 2 of the fair value hierarchy. Guarantees of bank loans to tobacco growers The Company guarantees bank loans to tobacco growers in Brazil for crop financing and has previously guaranteed loans to those growers for the construction of curing barns or other tobacco producing assets. In the event that the farmers default on their payments to the banks, the Company would be required to perform under the guarantees. The Company regularly evaluates the likelihood of farmer defaults based on an expected loss analysis and records the fair value of its guarantees as an obligation in its consolidated financial statements. The fair value of the guarantees is determined using the expected loss data for all loans outstanding at each measurement date. The present value of the cash flows associated with the estimated losses is then calculated at a risk- adjusted interest rate that is aligned with the expected duration of the liability and includes an adjustment for nonperformance risk. This approach is sometimes referred to as the “contingent claims valuation method.” Although historical loss data is an observable input, significant judgment is required in applying this information to the portfolio of guaranteed loans outstanding at each measurement date and in selecting a risk-adjusted interest rate. Significant increases or decreases in the risk-adjusted interest rate may result in a significantly higher or lower fair value measurement. The guarantees of bank loans to tobacco growers are therefore classified within Level 3 of the fair value hierarchy. A reconciliation of the change in the balance of the financial liability for guarantees of bank loans to tobacco growers (Level 3) for the fiscal years ended March 31, 2016 and 2015 is provided below. Balance at beginning of year .............................................................................................................................. Payments under the guarantees and transfers to allowance for loss on direct loans to farmers (removal of prior crop year loans from the portfolio) ........................................................................................................ Provision for loss or transfers from allowance for loss on direct loans to farmers (addition of current crop year loans)....................................................................................................................................................... Change in discount rate and estimated collection period ................................................................................... Currency remeasurement .................................................................................................................................... Fiscal Year Ended March 31, 2016 2015 $ 1,674 $ 2,270 (1,826) (2,392) 1,834 106 (160) 2,320 130 (654) Balance at end of year......................................................................................................................................... $ 1,628 $ 1,674 Long-term Debt The fair value of the Company’s long-term debt was approximately $370 million at March 31, 2016 and 2015. The Company estimates the fair value of its long-term debt using Level 2 inputs which are based upon quoted market prices for the same or similar obligations or on calculations that are based on the current interest rates available to the Company for debt of similar terms and maturities. 61 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 10. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS Defined Benefit Plans Description of Plans The Company sponsors several defined benefit pension plans covering U.S. salaried employees and certain foreign and other employee groups. These plans provide retirement benefits based primarily on employee compensation and years of service. Plan assets consist primarily of equity and fixed income investments. The Company also sponsors defined benefit plans that provide postretirement health and life insurance benefits for eligible U.S. employees who have attained specific age and service levels, although postretirement life insurance benefits were discontinued for active employees during fiscal year 2015. The health benefits are funded by the Company as the costs of those benefits are incurred. The plan design includes cost-sharing features such as deductibles and coinsurance. The life insurance benefits are funded with deposits to a reserve account held by an insurance company. The Company has the right to amend or discontinue its pension and other postretirement benefit plans at any time. In the following disclosures, the term “accumulated benefit obligation” (“ABO”) represents the actuarial present value of estimated future benefit payments earned by participants in the Company's defined benefit pension plans as of the balance sheet date without regard to the estimated effect of future compensation increases on those benefits. The term does not apply to other postretirement benefits. “Projected benefit obligation” refers to the projected benefit obligation (“PBO”) for pension benefits and the accumulated postretirement benefit obligation (“APBO”) for other postretirement benefits. These amounts represent the actuarial present value of estimated future benefit payments earned by participants in the benefit plans as of the balance sheet date. For pension benefits, the projected benefit obligation includes the estimated effect of future compensation increases on those benefits. Actuarial Assumptions Assumptions used for financial reporting purposes to compute net periodic benefit cost and benefit obligations for the Company's primary defined benefit plans were as follows: Pension Benefits Other Postretirement Benefits 2016 2015 2014 2016 2015 2014 Discount rates: Benefit cost for plan year.......................... Benefit obligation at end of plan year ...... 3.80% 4.10% 4.50% 3.80% Expected long-term return on plan assets: Benefit cost for plan year.......................... 7.25% 7.75% Benefit obligation at end of plan year ...... 7.00% 7.25% Salary scale: Benefit cost for plan year.......................... Benefit obligation at end of plan year ...... 4.50% 4.00% 4.50% 4.50% Healthcare cost trend rate............................ N/A N/A 4.20% 4.50% 8.00% 7.75% 5.00% 4.50% N/A 3.70% 3.80% 4.30% 3.70% 3.00% 4.30% 3.00% 3.00% 4.50% 4.00% 4.50% 4.50% 7.00% 7.20% 3.90% 4.30% 4.30% 4.30% 5.00% 4.50% 7.40% Changes in the discount rates in the above table reflect prevailing market interest rates at the end of each fiscal year when the benefit obligations are actuarially measured. The reduction in the expected long-term return on plan assets assumption from fiscal year 2014 to fiscal year 2016 is primarily due to changes in the underlying plan assets. These changes reflect a move toward a liability-driven investment strategy in the Company's ERISA-regulated U.S. defined benefit pension plan due to the high percentage of retired and inactive participants in the plan and the high funded status of the plan. The healthcare cost trend rate used by the Company is based on a study of medical cost inflation rates that is reviewed annually for continued applicability. The revised trend assumption of 7.00% in 2016 declines gradually to 4.50% in 2037. 62 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Benefit Obligations, Plan Assets, and Funded Status The following table reflects the changes in benefit obligations and plan assets in 2016 and 2015, as well as the funded status of the plans at March 31, 2016 and 2015: Pension Benefits March 31, Other Postretirement Benefits March 31, 2016 2015 2016 2015 Actuarial present value of benefit obligation: Accumulated benefit obligation .................................................................... $ 273,479 $ 287,133 Projected benefit obligation........................................................................... 275,505 288,908 $ 37,225 $ 40,863 Change in projected benefit obligation: Projected benefit obligation, beginning of year ............................................ $ 288,908 $ 259,928 $ 40,863 $ 41,846 Service cost.................................................................................................... Interest cost.................................................................................................... 5,953 10,037 Effect of discount rate change ....................................................................... (10,036) Foreign currency exchange rate changes....................................................... Curtailment .................................................................................................... Other .............................................................................................................. 330 — (486) 5,099 11,215 30,744 (6,033) — 2,879 Benefit payments ........................................................................................... (19,201) (14,924) 286 1,539 (402) (215) — (1,104) (3,742) 347 1,699 2,669 (444) (1,465) (788) (3,001) Projected benefit obligation, end of year....................................................... $ 275,505 $ 288,908 $ 37,225 $ 40,863 Change in plan assets: Plan assets at fair value, beginning of year ................................................... $ 224,553 $ 213,282 $ 2,115 $ 2,535 Actual return on plan assets........................................................................... 61 Employer contributions ................................................................................. 12,504 Foreign currency exchange rate changes....................................................... (58) Benefit payments ........................................................................................... (19,201) 23,486 8,063 (5,354) (14,924) 69 3,123 — 73 2,508 — (3,742) (3,001) Plan assets at fair value, end of year.............................................................. $ 217,859 $ 224,553 $ 1,565 $ 2,115 Funded status: Funded status of the plans, end of year ......................................................... $ (57,646) $ (64,355) $ (35,660) $ (38,748) The curtailment for other postretirement benefits in fiscal year 2015 was attributable to the discontinuation of postretirement life insurance benefits for active U.S. employees. The Company funds its non-regulated U.S. pension plan, one of its foreign pension plans, and its postretirement medical plans on a pay-as-you-go basis as the benefit payments are incurred. Those plans account for approximately 58% of the $57.6 million unfunded pension obligation and approximately 83% of the $35.7 million unfunded postretirement benefit obligation shown on the funded status line in the above table at March 31, 2016. 63 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The funded status of the Company’s plans at the end of fiscal years 2016 and 2015 was reported in the consolidated balance sheets as follows: Pension Benefits March 31, Other Postretirement Benefits March 31, 2016 2015 2016 2015 Non-current asset (included in other noncurrent assets)................................... $ 2,044 $ 1,900 $ — $ — Current liability (included in accounts payable and accrued expenses) ........... (630) Non-current liability (reported as pensions and other postretirement benefits) (59,060) (5,458) (60,797) (2,543) (33,117) (2,497) (36,251) Amounts recognized in the consolidated balance sheets .................................. $ (57,646) $ (64,355) $ (35,660) $ (38,748) Additional information on the funded status of the Company’s plans as of the respective measurement dates for the fiscal years ended March 31, 2016 and 2015, is as follows: Pension Benefits March 31, Other Postretirement Benefits March 31, 2016 2015 2016 2015 For plans with a projected benefit obligation in excess of plan assets: Aggregate projected benefit obligation (PBO)............................................... $ 270,058 $ 283,070 $ 37,225 $ 40,863 Aggregate fair value of plan assets................................................................. 210,368 216,815 1,565 2,115 For plans with an accumulated benefit obligation in excess of plan assets: Aggregate accumulated benefit obligation (ABO)......................................... Aggregate fair value of plan assets................................................................. 268,087 210,368 281,354 216,815 N/A N/A N/A N/A Net Periodic Benefit Cost The components of the Company’s net periodic benefit cost were as follows: Pension Benefits Other Postretirement Benefits Fiscal Year Ended March 31, Fiscal Year Ended March 31, 2016 2015 2014 2016 2015 2014 Components of net periodic benefit cost: Service cost................................................ $ 5,953 $ 5,099 $ 5,190 $ 286 $ 347 $ Interest cost................................................ 10,037 11,215 12,223 1,539 Expected return on plan assets .................. (15,110) (15,493) (14,218) Curtailment gain ........................................ Settlement cost........................................... — — — — Net amortization and deferral.................... 4,394 6,169 — 1,094 6,779 (58) — — (431) 1,699 (102) (1,465) — (671) 527 2,106 (119) — — (5) Net periodic benefit cost............................ $ 5,274 $ 6,990 $ 11,068 $ 1,336 $ (192) $ 2,509 A one-percentage-point increase in the assumed healthcare cost trend rate would increase the March 31, 2016 accumulated postretirement benefit obligation by approximately $1.0 million, while a one-percentage-point decrease would reduce the benefit obligation by approximately $900 thousand. The aggregate service and interest cost components of the net periodic postretirement benefit expense for fiscal year 2017 would not change by a significant amount as a result of a one-percentage-point increase or decrease in the assumed healthcare cost trend rate. 64 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Amounts Included in Accumulated Other Comprehensive Loss Amounts included in accumulated other comprehensive loss at the beginning of the year are amortized as a component of net periodic benefit cost during the year. The amounts recognized in other comprehensive income or loss for fiscal years 2016 and 2015 and the amounts included in accumulated other comprehensive loss at the end of those fiscal years are shown below. All amounts shown are before allocated income taxes. Pension Benefits March 31, Other Postretirement Benefits March 31, 2016 2015 2016 2015 Change in net actuarial loss (gain): Net actuarial loss (gain), beginning of year ................................................... $ 81,544 $ 70,488 $ (6,402) $ (9,952) Losses (gains) arising during the year ........................................................... Amortization included in net periodic benefit cost during the year............... Net actuarial loss (gain), end of year ............................................................. 4,787 (7,032) 79,299 23,353 (12,297) 81,544 Change in prior service cost (benefit): Prior service cost (benefit), beginning of year............................................... (17,630) (22,998) Prior service cost (benefit) arising during the year........................................ Amortization included in net periodic benefit cost during the year............... 111 2,458 (675) 6,043 Prior service cost (benefit), end of year ......................................................... (15,061) (17,630) (1,263) 431 (7,234) — (108) — (108) 2,879 671 (6,402) — — — — Total amounts in accumulated other comprehensive loss at end of year, before income taxes............................................................ $ 64,238 $ 63,914 $ (7,342) $ (6,402) Amounts in the above table reflect the Company and its consolidated subsidiaries. The accumulated other comprehensive loss reported in the consolidated balance sheets also includes pension and other postretirement benefit adjustments related to ownership interests in unconsolidated affiliates. The Company expects to recognize approximately $6.1 million of the March 31, 2016 net actuarial loss and $2.6 million of the March 31, 2016 prior service benefit in net periodic benefit cost during fiscal year 2017. Allocation of Pension Plan Assets The Company has established, and periodically adjusts, target asset allocations for its investments in its U.S. ERISA- regulated defined benefit pension plan, which represents 90% of consolidated plan assets and 81% of consolidated PBO at March 31, 2016, to balance the needs of liquidity, total return, and risk control. The assets are required to be diversified across asset classes and investment styles to achieve that balance. During the year, the asset allocation is reviewed for adherence to the target policy and rebalanced to the targeted weights. The Company reviews the expected long-term returns of the asset allocation each year to help determine whether changes are needed. The return is evaluated on a weighted-average basis in relation to inflation. As noted above and reflected in the table below, the Company has changed some of the underlying assets in the plan over the past two fiscal years to move toward a liability-driven investment strategy, resulting in a reduction of the expected long-term return on assets. The assumed long-term rate of return used to calculate annual benefit expense is based on the asset allocation and expected market returns for the respective asset classes. 65 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The weighted–average target pension asset allocation and target ranges at the March 31, 2016 measurement date and the actual asset allocations at the March 31, 2016 and 2015 measurement dates by major asset category were as follows: Major Asset Category Target Allocation Actual Allocation March 31, Range 2016 2015 Fixed income securities Equity securities...................................................................................... (1) ..................................................................... Alternative investments .......................................................................... 26.0% 16% - 36% 69.0% 59% - 79% 5.0% 0% - 10% 22.4% 71.5% 6.1% 25.3% 69.1% 5.6% Total................................................................................................... 100.0% 100.0% 100.0% (1) Actual amounts include high yield securities and cash balances held for the payment of benefits. Universal makes regular contributions to its pension and other postretirement benefit plans. As previously noted, for postretirement health benefits, contributions reflect funding of those benefits as they are incurred. The Company expects to make contributions of approximately $7.3 million to its defined benefit pension plans in fiscal year 2017, including $5.4 million to its ERISA-regulated U.S. plan and $1.9 million to its non-ERISA regulated and other plans. Estimated future benefit payments to be made from the Company’s plans are as follows: Fiscal Year Pension Benefits Other Postretirement Benefits 2017 .................................................................................................................................................................... $ 14,305 $ 2018 .................................................................................................................................................................... 2019 .................................................................................................................................................................... 2020 .................................................................................................................................................................... 2021 .................................................................................................................................................................... 2022 - 2026......................................................................................................................................................... 17,223 22,358 16,271 16,799 90,913 2,944 2,854 2,874 2,832 2,807 12,915 Fair Values of Pension Plan Assets Assets held by the Company's defined benefit pension plans primarily consist of equity securities, fixed income securities, and alternative investments. Equity securities are primarily invested in actively-traded mutual funds with underlying common stock investments in U.S. and foreign companies ranging in size from small to large corporations. Fixed income securities are also held primarily through actively-traded mutual funds with the underlying investments in both U.S. and foreign securities. The methodologies for determining the fair values of the plan assets are outlined below. Where the values are based on quoted prices for the securities in an active market, they are classified as Level 1 of the fair value hierarchy. Where secondary pricing sources are used, they are classified as Level 2 of the hierarchy. Pricing models that use significant unobservable inputs are classified as Level 3. • Equity securities: Investments in equity securities through actively-traded mutual funds are valued based on the net asset values of the units held in the respective funds, which are determined by obtaining quoted prices on nationally recognized securities exchanges. These securities are classified as Level 1. • Fixed income securities: Fixed income investments that are held through mutual funds are valued based on the net asset values of the units held in the respective funds, which are determined by obtaining quoted prices on nationally recognized securities exchanges. These securities are classified as 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 and are classified as Level 2. These market inputs may include yield curves for similarly rated securities. Small amounts of cash are held in common collective trusts. Fixed income securities also include insurance assets, which are valued based on an actuarial calculation. Those securities are classified as Level 3. 66 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) • 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. Fair values of the assets of the Company’s pension plans as of March 31, 2016 and 2015, classified based on how their values were determined under the fair value hierarchy are as follows: March 31, 2016 Level 1 Level 2 Level 3 Total Equity securities ......................................................................................... $ Fixed income securities (1) ......................................................................... Alternative investments.............................................................................. 43,807 $ — $ — $ 43,807 141,218 — 7,491 — 13,382 11,961 162,091 11,961 Total investments .................................................................................. $ 185,025 $ 7,491 $ 25,343 $ 217,859 March 31, 2015 Level 1 Level 2 Level 3 Total Equity securities.......................................................................................... $ Fixed income securities (1) .......................................................................... Alternative investments .............................................................................. 51,300 $ — $ — $ 51,300 141,655 — 7,738 — 12,424 11,436 161,817 11,436 Total investments................................................................................... $ 192,955 $ 7,738 $ 23,860 $ 224,553 (1) Includes high yield securities and cash and cash equivalent balances. Other Benefit Plans Universal and several subsidiaries offer employer defined contribution savings plans. Amounts charged to expense for these plans were approximately $1.8 million for fiscal year 2016, $1.8 million for fiscal year 2015, and $1.6 million for fiscal year 2014. NOTE 11. COMMON AND PREFERRED STOCK Common Stock At March 31, 2016, the Company’s shareholders had authorized 100,000,000 shares of its common stock, and 22,717,735 shares were issued and outstanding. Holders of the common stock are entitled to one vote for each share held on all matters requiring a vote. Holders of the common stock are also entitled to receive dividends when, as, and if declared by the Company’s Board of Directors. The Board of Directors customarily declares and pays regular quarterly dividends on the outstanding common shares; however, such dividends are at the Board’s full discretion, and there is no obligation to continue them. If dividends on the Company’s Series B 6.75% Convertible Perpetual Preferred Stock (the “Preferred Stock” or “Preferred Shares”) are not declared and paid for any dividend period, then the Company may not pay dividends on the common stock or repurchase common shares until the dividends on the Preferred Stock have been paid for a period of four consecutive quarters. Preferred Stock The Company is also authorized to issue up to 5,000,000 shares of preferred stock, 500,000 shares of which have been reserved for Series A Junior Participating Preferred Stock and 220,000 shares of which have been reserved for Series B 6.75% Convertible Perpetual Preferred Stock. No Series A Junior Participating Preferred Stock has been issued. In 2006, 220,000 shares of Series B 6.75% Convertible Perpetual Preferred Stock (the “Preferred Stock” or “Preferred Shares”) were issued under this authorization. At March 31, 2016, 218,490 shares were issued and outstanding. The Preferred Stock has a liquidation preference of $1,000 per share. Holders of the Preferred Shares are entitled to receive quarterly dividends at the rate of 6.75% per annum on the liquidation preference when, as, and if declared by the Company’s Board of Directors. Dividends are not cumulative in the event the Board of Directors does not declare a dividend for one or more quarterly periods. Under the terms of the Preferred Stock, the Board of Directors is prohibited from declaring regular dividends on the Preferred Shares in any period in which the Company fails to meet specified levels of shareholders’ equity and net income; however, in that situation, the Board of Directors may instead declare such dividends payable in shares of the Company’s common stock or from net proceeds of common stock issued during the ninety- day period prior to the dividend declaration. The Preferred Shares have no voting rights, except in the event the Company fails to 67 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) pay dividends for four consecutive or non-consecutive quarterly dividend periods or fails to pay the redemption price on any date that the Preferred Shares are called for redemption, in which case the holders of Preferred Shares will be entitled to elect two additional directors to the Company’s Board to serve until dividends on the Preferred Stock have been fully paid for four consecutive quarters. The Preferred Shares are convertible at any time, at the option of the holder, into shares of the Company’s common stock at a conversion rate that is adjusted each time the Company pays a dividend on its common stock that exceeds $0.43 per share. The conversion rate at March 31, 2016, was 22.2744 shares of common stock per preferred share, which represents a conversion price of approximately $44.89 per common share. Upon conversion, the Company may, at its option, satisfy all or part of the conversion value in cash. Through March 15, 2018, the Company may, at its option, cause the Preferred Shares to be automatically converted into shares of common stock that are issuable at the prevailing conversion rate, only if the closing price of the common stock during a specified period exceeds 135% of the then prevailing conversion price. With this conversion, the Company may, at its option, satisfy all or part of the conversion value in cash in lieu of delivering shares. On or after March 15, 2018, the Company may, at its option, redeem all or part of the outstanding Preferred Shares for cash at the $1,000 per share liquidation preference. Share Repurchase Programs Universal’s Board of Directors has authorized programs to repurchase outstanding shares of the Company’s capital stock (common and preferred stock). Under these programs, the Company has made and may continue to make share repurchases from time to time in the open market or in privately negotiated transactions at prices not exceeding prevailing market rates. Programs have been in place continuously throughout fiscal years 2014 through 2016. The current program, which replaced an expiring program, was authorized and became effective on November 5, 2015. It authorizes the purchase of up to $100 million of the Company's outstanding common and/or preferred stock and expires on the earlier of November 15, 2017, or when the funds authorized for the program have been exhausted. At March 31, 2016, the full $100 million authorization remained available for share repurchases under the current program. Share repurchases under the programs for the fiscal years ended March 31, 2016, 2015, and 2014 were as follows: Common Stock Number of shares repurchased............................................................................................... Cost of shares repurchased (in thousands of dollars)............................................................. $ Weighted-average cost per share............................................................................................ $ Series B 6.75% Convertible Perpetual Preferred Stock Number of shares repurchased............................................................................................... Cost of shares repurchased (in thousands of dollars)............................................................. $ Weighted-average cost per share............................................................................................ $ Fiscal Year Ended March 31, 2016 2015 2014 — — $ — $ — — $ — $ 719,993 238,486 31,227 43.37 1,509 1,497 992.27 $ $ $ $ 14,145 59.31 — — — NOTE 12. EXECUTIVE STOCK PLANS AND STOCK-BASED COMPENSATION Executive Stock Plans The Company’s shareholders have approved executive stock plans under which officers, directors, and employees of the Company may receive grants and awards of common stock, restricted stock, restricted stock units (“RSUs”), performance share awards (“PSAs”), stock appreciation rights (“SARs”), incentive stock options, and non-qualified stock options. Currently, grants are outstanding under the 1997 Executive Stock Plan, the 2002 Executive Stock Plan, and the 2007 Stock Incentive Plan. Together, these plans are referred to in this disclosure as the “Plans.” Up to 2 million shares of the Company’s common stock may be issued under each of the Plans; however, direct awards of common stock, restricted stock, or RSUs are limited to 500,000 shares under the 2002 Executive Stock Plan and 1,350,000 shares under the 2007 Stock Incentive Plan. The Company’s practice is to award grants of stock-based compensation to officers at the first regularly-scheduled meeting of the Executive Compensation, Nominating, and Corporate Governance Committee of the Board of Directors (the “Compensation Committee”) in the fiscal year following the public release of the Company’s financial results for the prior year. Since fiscal year 2006, grants have been limited to restricted stock, RSUs, PSAs, and stock-settled SARs. In fiscal years 2014 through 2016, the Compensation Committee has awarded only grants of RSUs and PSAs. Outside directors automatically receive restricted stock units following each annual meeting of shareholders. 68 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Non-qualified stock options and SARs granted under the Plans have an exercise price equal to the market price of a share of common stock on the date of grant. No stock options are currently outstanding under the Plans. SARs granted under the Plans vest in equal one-third tranches one, two, and three years after the grant date and expire 10 years after the grant date, except that SARs granted after fiscal year 2007 expire on the earlier of 3 years after the grantee’s retirement date or 10 years after the grant date. RSUs awarded under the Plans vest 5 years from the grant date and are then paid out in shares of common stock. Under the terms of the RSU awards, grantees receive dividend equivalents in the form of additional RSUs that vest and are paid out on the same date as the original RSU grant. The PSAs vest 3 years from the grant date, are paid out in shares of common stock at the vesting date, and do not carry rights to dividends or dividend equivalents prior to vesting. Shares ultimately paid out under PSA grants are dependent on the achievement of predetermined performance measures established by the Compensation Committee and can range from zero to 150% of the stated award. RSUs awarded to outside directors vest 3 years after the grant date, and restricted stock vests upon the individual’s retirement from service as a director. Stock Options and SARs The following tables summarize the Company’s stock option and SAR activity and related information for fiscal years 2014 through 2016: Weighted- Average Exercise Price Weighted- Average Contractual Term (in years) Aggregate Intrinsic Value Shares Fiscal Year Ended March 31, 2014: Outstanding at beginning of year............................................................... 418,477 $ Exercised.................................................................................................... (161,137) Outstanding at end of year ......................................................................... 257,340 Fiscal Year Ended March 31, 2015: Exercised.................................................................................................... Cancelled/expired ...................................................................................... (63,539) (24,200) Outstanding at end of year ......................................................................... 169,601 Fiscal Year Ended March 31, 2016: Exercised.................................................................................................... Cancelled/expired ...................................................................................... (6,200) (11,200) Outstanding at end of year ......................................................................... 152,201 $ 50.07 42.48 54.83 38.50 62.66 59.82 51.32 62.66 59.96 1.14 $ 302 Fiscal Year Ended March 31, 2016 2015 2014 Total intrinsic value of stock options and SARs exercised .................................................... $ Total fair value of SARs vested.............................................................................................. $ 26 $ — $ 1,091 375 $ $ 2,816 769 All of the grants outstanding at the end of fiscal year 2016 in the above tables represent SARs, all of which were exercisable at the end of the year. Intrinsic value and aggregate intrinsic value in the tables above are based on the difference between the market price of the underlying shares at the exercise date or balance sheet date, as applicable, and the exercise prices of the stock options and SARs. The closing market prices used to determine the aggregate intrinsic value at the end of each fiscal year were as follows: $56.81 at March 31, 2016, $47.16 at March 31, 2015, and $55.89 at March 31, 2014. 69 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) RSUs, Restricted Stock, and PSAs The following table summarizes the Company’s RSU, restricted stock, and PSA activity for fiscal years 2014 through 2016: RSUs Restricted Stock PSAs Weighted- Average Grant Date Fair Value Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Shares Shares Fiscal Year Ended March 31, 2014: Unvested at beginning of year .................. 292,134 $ Granted...................................................... Vested........................................................ Forfeited.................................................... 70,092 (69,046) — Unvested at end of year............................. 293,180 Fiscal Year Ended March 31, 2015: Granted...................................................... 94,539 Vested........................................................ (123,322) Forfeited.................................................... — Unvested at end of year............................. 264,397 Fiscal Year Ended March 31, 2016: Granted...................................................... Vested........................................................ 80,932 (42,384) Unvested at end of year............................. 302,945 $ 41.23 57.79 44.89 — 44.33 51.86 42.02 — 48.10 51.62 41.64 49.95 59,850 $ — (11,750) — 48,100 — — — 41.68 — 39.02 — 42.33 — — — 48,100 42.33 135,017 $ 52,400 (32,464) (5,566) 149,387 57,580 (50,092) (3,400) 153,475 — — — — 86,212 (85,387) 48,100 $ 42.33 154,300 $ 35.12 53.56 33.95 37.45 41.76 46.41 31.95 53.56 45.58 45.06 38.14 48.13 Shares granted and vested in the above table include dividend equivalents on RSUs and any shares awarded above the base grant under the performance provisions of PSAs. Shares forfeited or canceled include any reductions from the base PSA grant under those same performance provisions. The fair values of RSUs, restricted stock, and PSAs are based on the market price of the common stock on the grant date. Stock-Based Compensation Expense Fair value expense for stock-based compensation is recognized ratably over the period from grant date to the earlier of (1) the vesting date of the award, or (2) the date the grantee is eligible to retire without forfeiting the award. For employees who are already eligible to retire at the date an award is granted, the total fair value of the award is recognized as expense at the date of grant. For the fiscal years ended March 31, 2016, 2015, and 2014, total stock-based compensation expense and the related income tax benefit recognized were as follows: Fiscal Year Ended March 31, 2016 2015 2014 Total stock-based compensation expense ............................................................................... $ Income tax benefit recorded on stock-based compensation expense ..................................... $ 5,206 1,822 $ $ 6,230 2,181 $ $ 6,278 2,197 At March 31, 2016, the Company had $5.1 million of unrecognized compensation expense related to stock-based awards, which will be recognized over a weighted-average period of approximately 1.2 years. All stock options were exercised, cancelled, or expired before fiscal year 2016. Cash proceeds from the exercise of stock options were not material for the fiscal years ended March 31, 2015 and 2014. 70 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 13. COMMITMENTS, CONTINGENCIES, AND OTHER MATTERS Commitments The Company enters into contracts to purchase tobacco from farmers in a number of the countries in which it operates. Contracts in most countries cover one annual growing season. Primarily with the farmer contracts in Brazil, Malawi, Mozambique, the Philippines, Guatemala, and Mexico, the Company provides seasonal financing to support the farmers’ production of their crops or guarantees their financing from third-party banks. At March 31, 2016, the Company had contracts to purchase approximately $566 million of tobacco to be delivered during the coming fiscal year and $110 million of tobacco to be delivered in subsequent years. These amounts are estimates since actual quantities purchased will depend on crop yields, and prices will depend on the quality of the tobacco delivered and other market factors. Tobacco purchase obligations have been partially funded by advances to farmers and other suppliers, which totaled approximately $102 million, net of allowances, at March 31, 2016. The Company withholds payments due to farmers on delivery of the tobacco to satisfy repayment of the financing it provided to the farmers. As noted above and discussed in more detail below, the Company also has arrangements to guarantee bank loans to farmers in Brazil, and payments are also withheld on delivery of tobacco to satisfy repayment of those loans. In addition to its contractual obligations to purchase tobacco, the Company had commitments related to agricultural materials, approved capital expenditures, and various other requirements that approximated $53 million at March 31, 2016. Guarantees and Other Contingent Liabilities Guarantees of Bank Loans and Other Contingent Liabilities Guarantees of bank loans to growers for crop financing and construction of curing barns or other tobacco producing assets have long been industry practice in Brazil and support the farmers’ production of tobacco there. At March 31, 2016, the Company’s total exposure under guarantees issued by its operating subsidiary for banking facilities of farmers in Brazil was approximately $11 million ($13 million face amount including unpaid accrued interest, less $2 million recorded for the fair value of the guarantees). All of these guarantees expire within one year. As noted above, the subsidiary withholds payments due to the farmers on delivery of tobacco and forwards those payments to the third-party banks. Failure of farmers to deliver sufficient quantities of tobacco to the subsidiary to cover their obligations to the third-party banks could result in a liability for the subsidiary under the related guarantees; however, in that case, the subsidiary would have recourse against the farmers. The maximum potential amount of future payments that the Company’s subsidiary could be required to make at March 31, 2016, was the face amount, $13 million including unpaid accrued interest ($17 million as of March 31, 2015). The fair value of the guarantees was a liability of approximately $2 million at March 31, 2016 ($2 million at March 31, 2015). In addition to these guarantees, the Company has other contingent liabilities totaling approximately $2 million at March 31, 2016, primarily under outstanding letters of credit. Value-Added Tax Assessments in Brazil As discussed in Note 1, the Company's local operating subsidiaries pay significant amounts of value-added tax ("VAT") in connection with their normal operations. In Brazil, VAT is assessed at the state level when green tobacco is transferred between states. The Company's operating subsidiary there pays VAT when tobaccos grown in the states of Santa Catarina and Parana are transferred to its factory in the state of Rio Grande do Sul for processing. The subsidiary has received assessments for additional VAT plus interest and penalties from the tax authorities for the states of Santa Catarina and Parana based on audits of the subsidiary's VAT filings for specified periods. In June 2011, tax authorities for the state of Santa Catarina issued assessments for tax, interest, and penalties for periods from 2006 through 2009 totaling approximately $14 million. In September 2014, tax authorities for the state of Parana issued an assessment for tax, interest, and penalties for periods from 2009 through 2014 totaling approximately $15 million. These amounts are based on the exchange rate for the Brazilian currency at March 31, 2016. Management of the operating subsidiary and outside counsel believe that errors were made by the tax authorities for both states in determining all or significant portions of these assessments and that various defenses support the subsidiary's positions. With respect to the Santa Catarina assessments, the subsidiary took appropriate steps to contest the full amount of the claims. As of March 31, 2016, a portion of the subsidiary's arguments had been accepted, and the outstanding assessments had been reduced. The reduced assessment, together with the related accumulated interest through the end of the current reporting period, totaled approximately $12 million at the March 31, 2016 exchange rate. The subsidiary is continuing to contest the full remaining amount of the assessment. While the range of reasonably possible loss is zero up to the full $12 million remaining assessment, based on the strength of the subsidiary's defenses, no loss within that range is considered probable at this time and no liability has been recorded at March 31, 2016. With respect to the Parana assessment, management of the subsidiary and outside counsel have undertaken the steps required to contest the full amount of the claim. A significant portion of the Parana assessment is based on positions taken by the tax authorities that management and outside counsel believe deviate significantly from the underlying statutes and relevant case law. In addition, under the law, the subsidiary's tax filings for certain periods covered in the assessment were no longer open to any challenge by the tax authorities. In December 2015, the Parana tax authorities withdrew the initial claim and subsequently issued a new assessment 71 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) covering the same tax periods. The new assessment totaled approximately $5 million at the March 31, 2016 exchange rate, reflecting a substantial reduction from the original $15 million assessment. Notwithstanding the reduction, management and outside counsel continue to believe that the new assessment is not supported by the underlying statutes and relevant case law and have taken the necessary steps to challenge the full amount of the claim. The range of reasonably possible loss is considered to be zero up to the full $5 million assessment. However, based on the strength of the subsidiary's defenses, no loss within that range is considered probable at this time and no liability has been recorded at March 31, 2016. In both states, the process for reaching a final resolution to the assessments is expected to be lengthy, and management is not currently able to predict when either case will be concluded. Should the subsidiary ultimately be required to pay any tax, interest, or penalties in either case, the portion paid for tax would generate value-added tax credits that the subsidiary may be able to recover. Other Contingent Liabilities Various subsidiaries of the Company are involved in other litigation and tax examinations incidental to their business activities. While the outcome of these matters cannot be predicted with certainty, management is vigorously defending the matters and does not currently expect that any of them will have a material adverse effect on the Company’s business or financial position. However, should one or more of these matters be resolved in a manner adverse to management’s current expectation, the effect on the Company’s results of operations for a particular fiscal reporting period could be material. Major Customers A material part of the Company’s business is dependent upon a few customers. The Company's five largest customers are Philip Morris International, Inc., British American Tobacco plc, Imperial Brands plc, Japan Tobacco, Inc., and China Tobacco International, Inc. In the aggregate, these customers have accounted for more than 60% of consolidated revenue for each of the past three fiscal years. For the fiscal years ended March 31, 2016, 2015, and 2014, revenue from Philip Morris International, Inc. was approximately $640 million, $580 million, and $590 million, respectively. For the same periods, British American Tobacco plc accounted for revenue of approximately $230 million, $220 million, and $240 million, respectively, and Imperial Brands plc accounted for revenue of approximately $210 million, $280 million, and $340 million, respectively. These customers primarily do business with various affiliates in the Company’s flue-cured and burley leaf tobacco operations. The loss of, or substantial reduction in business from, any of these customers could have a material adverse effect on the Company. Accounts Receivable The Company’s operating subsidiaries perform credit evaluations of customers’ financial condition prior to the extension of credit. Generally, accounts receivable are unsecured and are due within 30 days. When collection terms are extended for longer periods, interest and carrying costs are usually recovered. Credit losses are provided for in the financial statements, and historically such amounts have not been material. The allowance for doubtful accounts was approximately $9 million and $5 million at March 31, 2016 and 2015, respectively. At March 31, 2016 and 2015, net accounts receivable by reportable operating segment were as follows: March 31, 2016 2015 Flue-Cured and Burley Leaf Tobacco Operations: North America................................................................................................................................................. $ 85,985 $ 38,046 Other Regions ................................................................................................................................................. Subtotal ....................................................................................................................................................... Other Tobacco Operations .................................................................................................................................. 303,932 389,917 38,742 350,122 388,168 46,194 Consolidated accounts receivable, net ................................................................................................................ $ 428,659 $ 434,362 Favorable Outcome of IPI Tax Credit Case in Brazil During the first quarter of fiscal year 2014, a longstanding lawsuit related to IPI tax credits filed by the Company's operating subsidiary in Brazil was concluded in the subsidiary's favor with a decision by the Brazilian Superior Court of Justice on the final appeal filed by the Brazilian federal government. Although additional appeals by the government were expected in the case, the time period to file those appeals expired and the decision and overall outcome of the case were confirmed. IPI tax credits were established under Brazilian tax laws to allow recovery of a portion of the excise taxes paid on manufactured products when those products are sold in export markets. In prior years, the subsidiary paid excise taxes on the component cost of unprocessed tobacco purchased from growers, as well as the cost of electricity, packing materials, and other inputs used in its manufacturing process. Under the law, the subsidiary believed it was entitled to use IPI tax credits to recover excise taxes on the processed tobacco it exported. However, specific regulations issued by the Brazilian tax authorities did not permit the subsidiary to claim those credits. The suit filed by the subsidiary challenged the denial of the tax credits based on the law. Several decisions 72 UNIVERSAL CORPORATION CONSOLIDATED FINANCIAL STATEMENTS—(Continued) in lower courts were decided in the subsidiary's favor for a portion of the tax credits claimed in the suit, but those decisions were appealed on various grounds by both the government and the subsidiary. The expiration of the appeal period ended the matter in the courts. The final court decision entitled the subsidiary to approximately $104 million of IPI tax credits (based on the exchange rate at the date of the decision), which are being used to offset payments of other Brazilian federal taxes. That amount includes the tax credits generated over the period granted by the courts, as well as interest calculated from the date those credits should have been available to the subsidiary. The ability to use the tax credits to offset other Brazilian federal tax payments expires five years after the subsidiary's right to claim the credits was confirmed. Utilization of the credits is also subject to audit by the tax authorities. Based on estimates of the tax credits that were probable of being realized at the time the case was decided, the subsidiary recorded an allowance, reducing the net book value of the credits to approximately $90 million. After deducting related legal fees and Brazilian social contribution taxes assessed on the interest portion of the total IPI tax credits received, the subsidiary recorded a net gain of $81.6 million ($53.1 million after tax, or $1.87 per diluted share) during the first quarter of fiscal year 2014, as a result of the favorable outcome of the case. In the fourth quarter of fiscal year 2015, based on actual realization of the tax credits to date, as well as updated tax payment projections for future periods, revised estimates indicated that all remaining IPI tax credits would be fully utilized prior to expiration. On that basis, the subsidiary reversed the full remaining valuation allowance on the credits of $12.7 million (based on the then current exchange rate) during the quarter. The original gain in fiscal year 2014 and the reversal of the valuation allowance in fiscal year 2015 are reported in Other Income in the consolidated statements of income. Acquisition of Partner's Interest in Tobacco Processing Joint Venture For a number of years, the Company held a 50% joint venture ownership interest in Procesadora Unitab, S.A., a tobacco processing entity in Guatemala. In December 2015, the Company acquired the 50% interest held by its joint venture partner for $6.0 million in cash. In accordance with Accounting Standards Codification Topic 805, "Business Combinations" (“ASC 805”), the transaction was accounted for using the acquisition method of accounting, which required the Company to record all underlying assets and liabilities of the entity at their fair values as of the transaction date and to consolidate the financial statements of the entity. Based on those fair values, the Company recorded a pretax gain of $3.4 million on the transaction during the third quarter of fiscal year 2016. The gain is reported in Other Income in the consolidated statements of income. The purchase price of the newly-acquired 50% interest approximated fair value, and the gain resulted from remeasuring the Company’s original 50% ownership interest in the entity to fair value. No goodwill or identifiable intangible assets were recorded as part of the transaction, and acquisition-related costs were not significant. The pro forma result of operations of the combined companies would not be materially different from the Company’s historical results, and the revenues and earnings of the acquired entity since the date of acquisition are not material. The allocation of the fair values to the net assets acquired was complete at the time the transaction was recorded. Based on the nature of its operations, the net assets of the acquired entity are comprised primarily of property, plant, and equipment, and the fair values recorded for those assets totaled approximately $12.0 million based primarily on a third-party appraisal. The acquired entity is included in the Company’s North America operating segment. NOTE 14. OPERATING SEGMENTS Universal’s operations involve selecting, procuring, processing, packing, storing, shipping, and financing leaf tobacco for sale to, or for the account of, manufacturers of consumer tobacco products throughout the world. Through various operating subsidiaries located in tobacco-growing countries around the world and significant ownership interests in unconsolidated affiliates, the Company processes and/or sells flue-cured and burley tobaccos, dark air-cured tobaccos, and oriental tobaccos. Flue-cured, burley, and oriental tobaccos are used principally in the manufacture of cigarettes, and dark air-cured tobaccos are used mainly in the manufacture of cigars, pipe tobacco, and smokeless tobacco products. A substantial portion of the Company’s revenues are derived from sales to a limited number of large, multinational cigarette manufacturers. The principal approach used by management to evaluate the Company’s performance is by geographic region, although the dark air-cured and oriental tobacco businesses are each evaluated on the basis of their worldwide operations. Oriental tobacco operations consist principally of a 49% interest in an affiliate, and the performance of those operations is evaluated based on the Company’s equity in the pretax earnings of that affiliate. Under this structure, the Company has the following primary operating segments: North America, South America, Africa, Europe, Asia, Dark Air-Cured, Oriental, and Special Services. North America, South America, Africa, Europe, and Asia are primarily involved in flue-cured and/or burley leaf tobacco operations for supply to cigarette manufacturers. The Dark Air-Cured group supplies dark air-cured tobacco principally to manufacturers of cigars, pipe tobacco, and smokeless tobacco products, and the Oriental business supplies oriental tobacco to cigarette manufacturers. From time to time, the segments may trade in tobaccos that differ from their main varieties, but those activities are not significant to their overall results. Special Services includes the Company's laboratory services business, which provides physical and chemical product testing and smoke testing for customers, as well as its liquid nicotine joint venture and its food ingredients business. 73 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) The five regional operating segments serving the Company’s cigarette manufacturer customer base share similar characteristics in the nature of their products and services, production processes, class of customer, product distribution methods, and regulatory environment. Based on the applicable accounting guidance, four of the regions – South America, Africa, Europe, and Asia – are aggregated into a single reporting segment, “Other Regions”, because they also have similar economic characteristics. North America is reported as an individual operating segment because its economic characteristics differ from the other regions, generally because its operations require lower working capital investments for crop financing and inventory. The Dark Air-Cured, Oriental and Special Services segments, which have dissimilar characteristics in some of the categories mentioned above, are reported together as “Other Tobacco Operations” because each is below the measurement threshold for separate reporting. Universal incurs overhead expenses related to senior management, finance, legal, and other functions that are centralized at its corporate headquarters, as well as functions performed at several sales and administrative offices around the world. These overhead expenses are allocated to the various operating segments, generally on the basis of tobacco volumes planned to be purchased and/or processed. Management believes this method of allocation is representative of the value of the related services provided to the operating segments. The Company evaluates the performance of its segments based on operating income after allocated overhead expenses, plus equity in the pretax earnings of unconsolidated affiliates. 74 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Reportable segment data as of, or for, the fiscal years ended March 31, 2016, 2015, and 2014, is as follows: Flue-Cured and Burley Leaf Tobacco Operations: North America......................................................... $ Other Regions (1) ..................................................... Subtotal ............................................................... Other Tobacco Operations (2) ...................................... Segment total ............................................................... affiliates Deduct: Equity in pretax earnings of unconsolidated (3) ................................................ Restructuring and impairment costs (4) .......... Add: Other income (5) ............................................. Sales and Other Operating Revenues Operating Income Fiscal Year Ended March 31, Fiscal Year Ended March 31, 2016 2015 2014 2016 2015 2014 361,827 $ 305,028 $ 348,627 $ 31,147 $ 31,060 $ 23,217 1,538,971 1,739,781 1,932,228 1,900,798 2,044,809 2,280,855 219,575 2,120,373 226,992 2,271,801 261,260 2,542,115 143,596 174,743 11,325 186,068 (5,422) (2,389) 3,390 125,839 156,899 10,326 167,225 (7,137) (4,890) 12,676 133,447 156,664 18,511 175,175 (3,897) (6,746) 81,619 Consolidated total ........................................................ $ 2,120,373 $ 2,271,801 $ 2,542,115 $ 181,647 $ 167,874 $ 246,151 Segment Assets March 31, Goodwill March 31, 2016 2015 2014 2016 2015 2014 Flue-Cured and Burley Leaf Tobacco Operations: North America......................................................... $ Other Regions (1) ..................................................... Subtotal ............................................................... Other Tobacco Operations (2) ...................................... 364,271 $ 281,757 $ 272,161 $ — $ — $ 1,549,758 1,609,393 1,676,507 1,914,029 1,891,150 1,948,668 318,768 297,299 316,225 97,318 97,318 1,713 97,372 97,372 1,713 — 97,367 97,367 1,713 Segment and consolidated totals.................................. $ 2,232,797 $ 2,188,449 $ 2,264,893 $ 99,031 $ 99,085 $ 99,080 Depreciation and Amortization Capital Expenditures Fiscal Year Ended March 31, Fiscal Year Ended March 31, 2016 2015 2014 2016 2015 2014 Flue-Cured and Burley Leaf Tobacco Operations: North America......................................................... $ Other Regions (1) ..................................................... Subtotal ............................................................... (2) ...................................... Other Tobacco Operations 4,314 $ 4,284 $ 6,018 $ 2,282 $ 5,814 $ 29,187 33,501 4,143 28,827 33,111 4,213 29,044 35,062 3,837 25,122 27,404 19,749 39,303 45,117 13,268 2,676 37,584 40,260 5,589 Segment and consolidated totals.................................. $ 37,644 $ 37,324 $ 38,899 $ 47,153 $ 58,385 $ 45,849 (1) (2) (3) (4) (5) Includes South America, Africa, Europe, and Asia regions, as well as inter-region eliminations. Includes Dark Air-Cured, Oriental, and Special Services, as well as inter-company eliminations. Sales and other operating revenues, goodwill, depreciation and amortization, and capital expenditures include limited amounts or no amounts for Oriental because the business is accounted for on the equity method and its financial results consist principally of equity in the pretax earnings of the unconsolidated affiliate. The investment in the unconsolidated affiliate is included in segment assets and was approximately $81.8 million, $74.9 million, and $93.3 million, at March 31, 2016, 2015, and 2014, respectively. Equity in pretax earnings of unconsolidated affiliates is included in segment operating income (Other Tobacco Operations segment), but is reported below consolidated operating income and excluded from that total in the consolidated statements of income. Restructuring and impairment costs are excluded from segment operating income, but are included in consolidated operating income in the consolidated statements of income (see Note 2). Other income in fiscal year 2016 represents a gain from remeasuring to fair value the Company's original 50% ownership in Procesadora Unitab, S.A., a tobacco processing joint venture in Guatemala, upon acquiring the 50% interest held by the Company's joint venture partner (See Note 13). Other income represents the reversal of a valuation allowance on IPI excise tax credits in Brazil in fiscal year 2015 and the gain on the favorable outcome of the IPI tax credit case in fiscal year 2014 (see Note 13). 75 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) Geographic data as of, or for, the fiscal years ended March 31, 2016, 2015, and 2014, is presented below. Sales and other operating revenues are attributed to individual countries based on the final destination of the shipment. Long-lived assets generally consist of net property, plant, and equipment, goodwill, and other intangibles. Geographic Data Sales and Other Operating Revenues Fiscal Year Ended March 31, 2016 2015 2014 Belgium .................................................................................................................................................... $ 371,580 $ 336,396 $ 289,206 United States............................................................................................................................................. Germany ................................................................................................................................................... China ........................................................................................................................................................ Netherlands............................................................................................................................................... Russia ....................................................................................................................................................... All other countries .................................................................................................................................... 275,147 155,180 135,032 121,767 109,559 952,108 290,950 170,338 174,872 113,297 126,652 304,527 173,872 210,956 208,031 123,114 1,059,296 1,232,409 Consolidated total..................................................................................................................................... $ 2,120,373 $ 2,271,801 $ 2,542,115 Long-Lived Assets March 31, 2016 2015 2014 United States............................................................................................................................................. $ 84,072 $ 70,929 $ 61,347 Brazil ........................................................................................................................................................ Mozambique............................................................................................................................................. All other countries .................................................................................................................................... 133,727 53,069 154,090 135,980 55,733 141,893 135,359 49,543 149,750 Consolidated total..................................................................................................................................... $ 424,958 $ 404,535 $ 395,999 76 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table summarizes the changes in the balances for each component of accumulated other comprehensive income (loss) attributable to the Company for the fiscal years ended March 31, 2016, 2015, and 2014: (in thousands of dollars) Foreign currency translation: Fiscal Year Ended March 31, 2016 2015 2014 Balance at beginning of year .......................................................................................................... $ (31,138) $ (8,476) $ (15,555) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on foreign currency translation (net of tax (expense) benefit of $(2,119), $12,181, and $(3,489)) ............................................................................................................. Less: Net loss (gain) on foreign currency translation attributable to noncontrolling interests .... Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes.......................................................................................................................................... 3,934 212 (22,625) (37) 6,480 599 4,146 (22,662) 7,079 Balance at end of year..................................................................................................................... $ (26,992) $ (31,138) $ (8,476) Foreign currency hedge: Balance at beginning of year .......................................................................................................... $ (1,834) $ 769 $ (855) Other comprehensive income (loss) attributable to Universal Corporation: Net gain (loss) on derivative instruments (net of tax (expense) benefit of $(1,060), $2,304, and $(312)) ............................................................................................................................... Reclassification of net loss to earnings (net of tax benefit of $(291), $(903), and $(563)) (1) ..... Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes.......................................................................................................................................... 1,969 540 (4,280) 1,677 2,509 (2,603) Balance at end of year..................................................................................................................... $ 675 $ (1,834) $ 580 1,044 1,624 769 Interest rate hedge: Balance at beginning of year .......................................................................................................... $ (1,982) $ (608) $ (1,091) Other comprehensive income (loss) attributable to Universal Corporation: Net loss on derivative instruments (net of tax benefit of $4,489, $1,416, and $49) .................... Reclassification of net loss to earnings (net of tax benefit of $(1,788), $(675), and $(310)) (2) .. Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes.......................................................................................................................................... (8,335) 3,320 (2,628) 1,254 (5,015) (1,374) Balance at end of year..................................................................................................................... $ (6,997) $ (1,982) $ (93) 576 483 (608) Pension and other postretirement benefit plans: Balance at beginning of year .......................................................................................................... $ (40,040) $ (26,017) $ (58,039) Other comprehensive income (loss) attributable to Universal Corporation: Gains (losses) arising during the year (net of tax (expense) benefit of $1,035, $9,719, and $(6,449)) (3) ............................................................................................................................................... (3) ................................ (4) .. Amortization included in earnings (net of tax benefit of $(1,576), $(2,163), and $(3,042)) Prior service credit arising during the year (net of tax expense of $7,751) (1,921) (18,049) — 2,925 — 4,026 11,977 14,394 5,651 Other comprehensive income (loss) attributable to Universal Corporation, net of income taxes.......................................................................................................................................... 1,004 (14,023) 32,022 Balance at end of year..................................................................................................................... $ (39,036) $ (40,040) $ (26,017) Total accumulated other comprehensive income (loss) at end of year.............................................. $ (72,350) $ (74,994) $ (34,332) 77 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) (1) Gain (loss) on foreign currency cash flow hedges related to forecast purchases of tobacco is reclassified from accumulated other comprehensive income (loss) to cost of goods sold when the tobacco is sold to customers. See Note 8 for additional information. (2) Gain (loss) on interest rate cash flow hedges is reclassified from accumulated other comprehensive income (loss) to interest expense when the related interest payments are made on the debt or upon termination of the interest rate swap agreements prior to their scheduled maturity dates. See Note 8 for additional information. (3) These items arise from the remeasurement of the assets and liabilities of the Company's defined benefit pension plans. Those remeasurements are made on an annual basis at the end of the fiscal year. In addition, the assets and liabilities of the Company's U.S.-based pension plans were also remeasured on an interim basis during the second quarter of fiscal year 2014 to reflect the effect of plan amendments adopted during the period. See Note 10 for additional information. (4) This accumulated other comprehensive income (loss) component is included in the computation of net periodic benefit cost. See Note 10 for additional information. 78 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) NOTE 16. UNAUDITED QUARTERLY FINANCIAL DATA Unaudited quarterly financial data for the fiscal years ended March 31, 2016 and 2015 is provided in the table below. Due to the seasonal nature of the Company's business, management believes it is generally more meaningful to focus on cumulative rather than quarterly results. First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal Year Ended March 31, 2016 Operating Results: Sales and other operating revenues ...................................................................... $ 275,419 $ 456,382 $ 584,592 $ 803,980 Gross profit........................................................................................................... Net income (loss).................................................................................................. Net income (loss) attributable to Universal Corporation ..................................... Earnings (loss) available to Universal Corporation common shareholders after dividends on convertible perpetual preferred stock ......................................... Earnings (loss) per share attributable to Universal Corporation common shareholders: Basic................................................................................................................. Diluted.............................................................................................................. Cash Dividends Declared: Per share of convertible perpetual preferred stock ............................................... Per share of common stock .................................................................................. Market Price Range of Common Stock: High ...................................................................................................................... Low....................................................................................................................... 48,389 (6,125) (5,947) 98,094 25,064 22,465 119,906 46,615 44,534 140,942 52,594 47,964 (9,634) 18,778 40,847 44,277 (0.43) (0.43) 16.88 0.52 57.76 46.80 0.83 0.81 16.87 0.52 58.41 46.98 1.80 1.60 16.88 0.53 57.72 49.70 1.95 1.72 16.87 0.53 57.27 51.49 Fiscal Year Ended March 31, 2015 Operating Results: Sales and other operating revenues ...................................................................... $ 271,472 $ 464,116 $ 758,054 $ 778,159 Gross profit........................................................................................................... 55,540 Net income ........................................................................................................... Net income attributable to Universal Corporation ............................................... Earnings (loss) available to Universal Corporation common shareholders after dividends on convertible perpetual preferred stock ......................................... Earnings (loss) per share attributable to Universal Corporation common shareholders: Basic................................................................................................................. Diluted.............................................................................................................. Cash Dividends Declared: Per share of convertible perpetual preferred stock ............................................... Per share of common stock .................................................................................. Market Price Range of Common Stock: High ...................................................................................................................... Low....................................................................................................................... 79 525 717 85,071 15,484 15,025 147,572 58,077 53,039 122,091 46,375 45,827 (2,995) 11,312 49,309 42,122 (0.13) (0.13) 16.88 0.51 56.82 52.16 0.49 0.48 16.87 0.51 56.35 44.39 2.13 1.87 16.88 0.52 45.63 38.53 1.86 1.64 16.87 0.52 48.10 39.27 UNIVERSAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 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. Significant items included in the quarterly results were as follows: Fiscal Year Ended March 31, 2016 • First Quarter – restructuring and impairment costs totaling $2.4 million related to a decision to significantly scale back the Company's operations in Zambia. The costs included statutory employee termination benefits, impairment charges related to outstanding balances on loans to farmers whose contracts were terminated as a result of the decision, and impairment charges on certain property and equipment. The restructuring and impairment costs reduced net income attributable to Universal Corporation by $1.6 million and diluted earnings per share by $0.06. • Third Quarter – a $3.4 million pretax gain arising from the acquisition of a joint venture partner's 50% ownership interest in a tobacco processing entity in Guatemala. The transaction increased the Company's ownership interest in the entity to 100%, requiring consolidation of the financial statements of the entity and remeasurement of the Company's original 50% ownership interest to fair value, resulting in the gain. The gain increased net income attributable to Universal Corporation by $2.2 million and diluted earnings per share by $0.08. Fiscal Year Ended March 31, 2015 • • First Quarter – an income tax benefit of $8.0 million resulting from the ability of the Company's subsidiary, Deltafina S.p.A, to pay a significant portion of a fine and related interest charges settled during the quarter following the unsuccessful appeal of a case brought by the European Commission related to tobacco buying practices in Italy. The tax benefit reduced the diluted loss per share after dividends on the Company's convertible perpetual preferred stock by $0.34. Second Quarter – restructuring costs of approximately $3.4 million, primarily related to workforce reductions in the Company's operations in Brazil, as well as the suspension of operations in Argentina. The restructuring costs reduced net income attributable to Universal Corporation by $2.2 million and diluted earnings per share by $0.09. • Third Quarter – additional restructuring costs of approximately $1.1 million, primarily related to additional workforce reductions in Brazil, as well the suspension of operations in Argentina. The restructuring costs reduced net income attributable to Universal Corporation by $0.7 million and diluted earnings per share by $0.03. • Fourth Quarter – a gain of $12.7 million from the reversal of a valuation allowance on the remaining unused balance of IPI excise tax credits in Brazil. The gain increased net income attributable to Universal Corporation by $8.2 million and diluted earnings per share by $0.30. The Company also recorded additional restructuring costs of approximately $0.4 million, which reduced net income attributable to Universal Corporation by approximately $0.3 million and diluted earnings per share by $0.01. 80 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm The Board of Directors and Shareholders of Universal Corporation We have audited the accompanying consolidated balance sheets of Universal Corporation as of March 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended March 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Universal Corporation at March 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the three years in the period ended March 31, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Universal Corporation’s internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated May 27, 2016 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Richmond, Virginia May 27, 2016 81  Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control Over Financial Reporting The Board of Directors and Shareholders of Universal Corporation We have audited Universal Corporation’s internal control over financial reporting as of March 31, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Universal Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting in Item 9A. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Universal Corporation maintained, in all material respects, effective internal control over financial reporting as of March 31, 2016, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Universal Corporation as of March 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended March 31, 2016 and our report dated May 27, 2016 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Richmond, Virginia May 27, 2016 82 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure For the three years ended March 31, 2016, there were no changes in independent auditors, nor were there any disagreements between the Company and its independent auditors on any matter of accounting principles, practices, or financial disclosures. Item 9A. Controls and Procedures Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports filed by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. The Company’s Chief Executive Officer and Chief Financial Officer evaluated, with the participation of the Company’s management, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)), as of the end of the period covered by this Annual Report. Based on this evaluation, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective. Management’s Report on Internal Control Over Financial Reporting The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance to management and the Board of Directors regarding the preparation and fair presentation of the consolidated financial statements. Due to inherent limitations, internal control over financial reporting may not prevent or detect all errors or misstatements in the financial statements, and even control procedures that are determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions. As required by Exchange Act Rule 13a-15(c), the Company’s Chief Executive Officer and Chief Financial Officer, with the participation of other members of management, assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2016. The evaluation was based on the criteria set forth in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“the COSO criteria”). Based on this assessment, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2016. The Company’s independent registered public accounting firm, Ernst & Young LLP, has audited the Company’s internal control over financial reporting as of March 31, 2016. Their report on this audit appears on page 82 of this Annual Report. Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information None. 83 Item 10. Directors, Executive Officers, and Corporate Governance PART III Except as to the matters set forth below, information required by this Item is incorporated herein by reference to the Company’s 2016 Proxy Statement. The following are executive officers of the Company as of May 27, 2016: Name and Age G. C. Freeman, III (52) Chairman, President, and Position Chief Executive Officer A. L. Hentschke (46) Senior Vice President and Chief Operating Officer D. C. Moore (60) Senior Vice President and Chief Financial Officer T. G. Broome (62) Executive Vice President and Sales Director, Universal Leaf Tobacco Company, Inc. P. D. Wigner (47) Vice President, General Counsel and Secretary J. A. Huffman (54) Senior Vice President, Information and Planning, Universal Leaf Tobacco Company, Inc. Business Experience During Past Five Years Mr. Freeman was elected Chairman of the Board in August 2008, Chief Executive Officer effective April 2008, President in December 2006, and Vice President in November 2005. Mr. Freeman served as General Counsel and Secretary from February 2001 until November 2005 and has been employed with the Company since 1997. Mr. Hentschke was elected Senior Vice President and Chief Operating Officer in April 2015. From January 2013 to April 2015, he served as Executive Vice President of Universal Leaf. Tobacco Company, Incorporated ("Universal Leaf"). From November 2009 to January 2013, Mr. Hentschke served as President and Chief Executive Officer of Universal Leaf Tabacos, Limitada, the Company's operating subsidiary in Brazil. He has been employed with the Company and its affiliates since 1991. Mr. Moore was elected Senior Vice President and Chief Financial Officer effective September 2008. Mr. Moore served as Vice President and Chief Administrative Officer from April 2006 until September 2008, as Senior Vice President of Universal Leaf from September 2005 until April 2006, and as Managing Director of Universal Leaf International SA from April 2002 until September 2005. He has been employed with the Company since 1978. Mr. Broome was elected Executive Vice President and Sales Director, Universal Leaf, in October 2012. From April 2011 through October 2012, Mr. Broome served as Executive Vice President. From September 1998 through March 2011, Mr. Broome served as Senior Vice President- Sales. He has been employed with the Company since 1994. Mr. Wigner was elected Vice President in August 2007, and General Counsel and Secretary in November 2005 and also served as Chief Compliance Officer from November 2007 until September 2012. Mr. Wigner served as Senior Counsel of Universal Leaf from November 2004 until November 2005. He has been employed with the Company since 2003. Mr. Huffman was elected Senior Vice President, Information and Planning, Universal Leaf, in August 2007. From September 2003 to August 2007, Mr. Huffman served as Senior Vice President. From September 2002 to September 2003, Mr. Huffman served as Vice President and Controller. He has been employed with the Company since 1996. C. C. Formacek (56) R. M. Peebles (58) Vice President and Treasurer Ms. Formacek was elected Vice President and Treasurer effective April 2012. Ms. Formacek served as Treasurer of Universal Leaf from April 2011 through March 2012. She joined the Company in September 2009 and served as Assistant Treasurer of Universal Leaf from that time through March 2011. Vice President and Controller Mr. Peebles was elected Vice President and Controller in April 2011. Mr. Peebles joined the Company in September 2003 and served as Controller from that time through March 2011. There are no family relationships between any of the above officers. 84 The Company has a Code of Conduct that includes the NYSE requirements for a “Code of Business Conduct and Ethics” and the SEC requirements for a “Code of Ethics for Senior Financial Officers.” The Code of Conduct is applicable to all officers, employees, and outside directors of the Company, including the principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Conduct is available through the “Corporate Governance-Overview” section of the Company’s website at www.universalcorp.com. If the Company amends a provision of the Code of Conduct, or grants a waiver from any such provision to a director or executive officer, the Company will disclose such amendments and the details of such waivers on the Company’s website www.universalcorp.com to the extent required by the SEC or the NYSE. The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Corporate Governance and Committees—Committees of the Board—Compensation Committee,” “Corporate Governance and Committees— Committees of the Board—Audit Committee” of the Company’s 2016 Proxy Statement and such information is incorporated by reference herein. Item 11. Executive Compensation Refer to the captions “Executive Compensation” and “Directors’ Compensation” in the Company’s 2016 Proxy Statement, which information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Refer to the caption “Stock Ownership” in the Company’s 2016 Proxy Statement, which information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Refer to the caption “Certain Transactions” in the Company’s 2016 Proxy Statement, which information is incorporated herein by reference. The information required by Item 407(a) of Regulation S-K is contained under the caption “Corporate Governance and Committees—Director Independence” of the Company’s 2016 Proxy Statement and such information is incorporated by reference herein. Item 14. Principal Accounting Fees and Services Refer to the captions “Audit Information – Fees of Independent Auditors” and “Audit Information – Pre-Approval Policies and Procedures” in the Company’s 2016 Proxy Statement, which information is incorporated herein by reference. 85  Item 15. Exhibits, Financial Statement Schedules (a) The following are filed as part of this Annual Report: 1. Financial Statements. PART IV Consolidated Statements of Income for the Fiscal Years Ended March 31, 2016, 2015, and 2014 Consolidated Statements of Comprehensive Income for the Fiscal Years Ended March 31, 2016, 2015, and 2014 Consolidated Balance Sheets at March 31, 2016 and 2015 Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2016, 2015, and 2014 Consolidated Statements of Changes in Shareholders’ Equity for the Fiscal Years Ended March 31, 2016, 2015, and 2014 Notes to Consolidated Financial Statements for the Fiscal Years Ended March 31, 2016, 2015, and 2014 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on Internal Control Over Financial Reporting 2. Financial Statement Schedules. Schedule II – Valuation and Qualifying Accounts 3. Exhibits. The exhibits are listed in the Exhibit Index immediately following the signature pages to this Annual Report. (b) Exhibits The response to this portion of Item 15 is submitted as a separate section to this Annual Report. (c) Financial Statement Schedules Schedule II – Valuation and Qualifying Accounts appears on the following page of this Annual Report. All other schedules are not required under the related instructions or are not applicable and therefore have been omitted. 86 Schedule II - Valuation and Qualifying Accounts Universal Corporation Fiscal Years Ended March 31, 2016, 2015, and 2014 Description (in thousands of dollars) Fiscal Year Ended March 31, 2014: Allowance for doubtful accounts (deducted from accounts receivable) .......................................................................... $ Balance at Beginning of Year Net Additions (Reversals) Charged to Expense Additions Charged to Other Accounts Deductions (1) Balance at End of Year 7,968 $ 419 $ — $ (1,851) $ 6,536 Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets) ........................... 54,393 5,461 Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets) ........................ 26,044 5,607 — — (13,776) 46,078 (2,147) 29,504 Fiscal Year Ended March 31, 2015: Allowance for doubtful accounts (deducted from accounts receivable) .......................................................................... $ 6,536 $ 1,341 $ — $ (2,395) $ 5,482 Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets) ........................... 46,078 3,734 Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets) ........................ 29,504 1,855 — — (15,139) 34,673 (8,141) 23,218 Fiscal Year Ended March 31, 2016: Allowance for doubtful accounts (deducted from accounts receivable) .......................................................................... $ 5,482 $ 6,970 $ — $ (3,353) $ 9,099 Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets) ........................... 34,673 815 Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets) ........................ 23,218 1,755 — — (6,623) 28,865 (6,221) 18,752 (1) Includes direct write-offs of assets and currency remeasurement. 87 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES May 27, 2016 UNIVERSAL CORPORATION By: /s/ GEORGE C. FREEMAN, III George C. Freeman, III Chairman, President, and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature /s/ GEORGE C. FREEMAN, III George C. Freeman, III Title Chairman, President, Chief Executive Officer, and Director (Principal Executive Officer) /s/ DAVID C. MOORE David C. Moore Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ ROBERT M. PEEBLES Robert M. Peebles Vice President and Controller (Principal Accounting Officer) /s/ JOHN B. ADAMS, JR. John B. Adams, Jr. /s/ DIANA F. CANTOR Diana F. Cantor /s/ CHESTER A. CROCKER Chester A. Crocker /s/ CHARLES H. FOSTER, JR. Charles H. Foster, Jr. /s/ LENNART R. FREEMAN Lennart R. Freeman /s/ THOMAS H. JOHNSON Thomas H. Johnson /s/ EDDIE N. MOORE, JR. Eddie N. Moore, Jr. /s/ ROBERT C. SLEDD Robert C. Sledd Director Director Director Director Director Director Director Director 88 Date May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 May 27, 2016 EXHIBIT INDEX 3.1 Amended and Restated Articles of Incorporation, effective August 9, 2011 (incorporated herein by reference to the Registrant’s Current Report on Form 8-K Registration Statement filed August 9, 2011, 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). 10.1 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). 10.2 Universal Leaf Tobacco Company, Incorporated Deferred Income Plan (incorporated herein by reference to the Registrant’s Report on Form 8-K, dated February 8, 1991, File No. 001-00652). 10.3 Universal Leaf Tobacco Company, Incorporated Benefit Replacement Plan (incorporated herein by reference to the Registrant’s Report on Form 8-K, dated February 8, 1991, File No. 001-00652). 10.4 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). 10.5 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, 1996, File No. 001-00652). 10.6 Universal Leaf Tobacco Company, Incorporated 1994 Deferred Income Plan, amended and restated as of July 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). 10.7 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). 10.8 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). 10.9 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). 10.10 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). 10.11 Universal Corporation 1997 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). 10.12 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). 10.13 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). 10.14 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). 89 10.15 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). 10.16 Universal Corporation 2007 Amended and Restated Stock Incentive Plan effective August 7, 2012 (incorporated herein by reference to Exhibit A to the Registrant’s definitive proxy statement filed June 28, 2012, File No. 001-00652). 10.17 Universal Corporation Executive Officer Annual Incentive Plan, as amended (incorporated herein by reference to the Registrant's definitive proxy statement filed June 25, 2014, File No. 001-00652). 10.18 Form of Universal Corporation 2010 Restricted Stock Units 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 fiscal year ended March 31, 2010, File No. 001-00652). 10.19 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 fiscal year ended March 31, 2010, File No. 001-00652). 10.20 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 fiscal year ended March 31, 2010, File No. 001-00652). 10.21 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 fiscal year ended March 31, 2010, File No. 001-00652). 10.22 Form of Universal Corporation 2011 Restricted Stock Units Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2011, File No. 001-00652). 10.23 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 fiscal year ended March 31, 2011, File No. 001-00652). 10.24 Form of Universal Corporation Performance Share Award Agreement (incorporated herein by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2011, File No. 001-00652). 10.25 Credit Agreement dated December 30, 2014 among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, SunTrust Bank and AgFirst Farm Credit Bank, as Co-Syndication Agents and Keybank National Association and Capital One, National Association, as Co-Documentation Agents (incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated December 30, 2014 (December 23, 2014), 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, 2016, furnished in XBRL (eXtensible Business Reporting Language)).* 90 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, 2016, 2015 and 2014, (ii) the Consolidated Statements of Comprehensive Income for each of the three years ended March 31, 2016, 2015 and 2014, (iii) the Consolidated Balance Sheets at March 31, 2016 and 2015, (iv) the Consolidated Statement of Cash Flows for each of the three years ended March 31, 2016, 2015 and 2014, (v) the Consolidated Statement of Shareholders’ Equity for each of the three years ended March 31, 2016, 2015 and 2014, (vi) the Notes to Consolidated Financial Statements, (vii) Schedule II - Valuation and Qualifying Accounts. _________ * Filed herewith. 91 SHAREHOLDER INFORMATION ANNUAL MEETING STOCK LISTED The Annual Meeting of Shareholders will be held at New York Stock Exchange STOCK SYMBOL UVV DIVIDEND REINVESTMENT PLAN The Company offers to its common shareholders an automatic dividend reinvestment and cash payment plan to purchase additional shares. The Company bears all brokerage and service fees. Booklets describing the plan in detail are available upon request. TRANSFER AGENT AND REGISTRAR AND DIVIDEND REINVESTMENT PLAN AGENT Wells Fargo Bank, N.A. Shareowner Services P.O. Box 64854 St. Paul, Minnesota 55164-0854 (800) 468-9716 or Universal Corporation Shareholder Services (804) 359-9311 the offices of the Company, 9201 Forest Hill Avenue, Richmond, Virginia, on Thursday, August 4, 2016. A proxy statement and request for proxies are included in this mailing to shareholders. INDEPENDENT AUDITORS Ernst & Young LLP The Edgeworth Building Suite 201, 2100 East Cary Street Richmond, Virginia 23223 INVESTOR RELATIONS Contact: Candace C. Formacek Vice President and Treasurer Jennifer S. Rowe Assistant Vice President, Capital Markets (804) 359-9311 Information Requests: (804) 254-3789 or investor@universalleaf.com DIVIDEND PAYMENTS Dividend declarations are subject to approval by the Company’s Board of Directors. Dividends on the Company’s common stock have traditionally been paid quarterly in February, May, August, and November to shareholders of record on the second Monday of the previous month. SEC FORM 10-K Shareholders may obtain additional copies of the Company’s annual report to the Securities and Exchange Commission on its website or by writing to the Treasurer of the Company. P.O. Box 25099 Richmond, VA 23260 WWW.UNIVERSALCORP.COM 

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