What changed in this filing

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Item 9A. Controls and Procedures

2021-05-28 compared with 2020-05-28 · 44 added, 25 removed, 160 unchanged (30% of the section changed)

11 unchanged sentences

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”).

We have excluded FruitSmart, Inc.

(FruitSmart), our wholly-owned subsidiary which is included in our Consolidated Financial Statements, from our assessment of internal control over financial reporting as of March 31, 2020.

FruitSmart represented $104.3 million (5%) of consolidated total assets as of March 31, 2020 and $18.1 million (1%) of consolidated sales and other operating revenues for the fiscal year then ended.

We have excluded Silva International, Inc.

(Silva), our wholly-owned subsidiary which is included in our Consolidated Financial Statements, from our assessment of internal control over financial reporting as of March 31, 2021.

Silva represented $199.6 million (8.5%) of consolidated total assets as of March 31, 2021 and $60.5 million (3.1%) of consolidated sales and other operating revenues for the fiscal year then ended.

Based on this assessment, the Company’s management concluded that the Company’s internal control over financial reporting was effective at the reasonable assurance level as of March 31, 2021.

7 unchanged sentences

The following are executive officers of the Company as of May 28, 2021:

Business Experience During Past The Five Years

Freeman, III (57)

Chairman, President, and Chief Executive Officer

Name and Age Position Business Experience During Past The Five Years

Freeman, III (58) Chairman, President, and Chief Executive Officer 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.

Freeman served as General Counsel and Secretary from February 2001 until November 2005 and has been employed with the Company since 1997.

Hentschke (50)

Senior Vice President and Chief Operating Officer

Hentschke (51) Senior Vice President and Chief Operating Officer Mr.

Hentschke was elected Senior Vice President and Chief Operating Officer in April 2015.

3 unchanged sentences

He has been employed with the Company and its affiliates since 1991.

Senior Vice President and Chief Financial Officer

Kroner (53) Senior Vice President and Chief Financial Officer Mr.

Kroner was elected Senior Vice President and Chief Financial Officer effective September 2018.

3 unchanged sentences

He has been employed with the Company since July 1993.

Executive Vice President and Sales Director, Universal Leaf Tobacco Company, Inc.

Broome (67) Executive Vice President and Sales Director, Universal Leaf Tobacco Company, Inc.

Broome was elected Executive Vice President and Sales Director, Universal Leaf, in October 2012.

4 unchanged sentences

He has been employed with the Company since 1994.

Vice President, General Counsel and Secretary

Wigner (52) Vice President, General Counsel and Secretary 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.

1 unchanged sentence

He has been employed with the Company since 2003.

Claiborne (59)

Vice President and Assistant Secretary

Claiborne (60) Vice President and Assistant Secretary Mrs.

Claiborne was elected Vice President and Assistant Secretary effective February 2018.

3 unchanged sentences

She has been employed with the Company since December 1999.

Formacek (59)

Vice President and Treasurer

Formacek (60) Vice President and Treasurer Ms.

Formacek was elected Vice President and Treasurer effective April 2012.

1 unchanged sentence

She joined the Company in September 2009 and served as Assistant Treasurer of Universal Leaf from that time through March 2011.

Bleicher (43)

Vice President and Controller

Bleicher (44) Vice President and Controller Mr.

Bleicher was elected Vice President and Controller in June 2019.

15 unchanged sentences

Exhibits, Financial Statement Schedules

The following are filed as part of this Annual Report:

(a) The following are filed as part of this Annual Report:

Financial Statements .

18 unchanged sentences

Fiscal Years Ended March 31, 2021, 2020, and 2019

Description Balance at

(Reversals) Charged

Deductions (1)

to Expense Additions

Accounts Deductions (1)

(in thousands of dollars)

1 unchanged sentence

Allowance for doubtful accounts (deducted from accounts receivable)

$ 1,783 $ 1,358 $ — $ ( 156 ) $ 2,985

Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets)

21,720 ( 2,339 ) — ( 1,276 ) 18,105

Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets)

14,679 3,535 — ( 1,033 ) 17,181

Fiscal Year Ended March 31, 2020:

Allowance for doubtful accounts (deducted from accounts receivable)

$ 2,985 $ ( 128 ) $ — $ ( 463 ) $ 2,394

Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets)

18,105 937 — ( 2,614 ) 16,428

Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets)

17,181 ( 2,586 ) — 4,183 18,778

Fiscal Year Ended March 31, 2021:

Allowance for doubtful accounts (deducted from accounts receivable)

$ 2,394 $ 304 $ — $ ( 1,446 ) $ 1,252

Allowance for supplier accounts (deducted from advances to suppliers and other noncurrent assets)

16,428 5,534 — ( 4,145 ) 17,817

Allowance for recoverable taxes (deducted from other current assets and other noncurrent assets)

18,778 799 — ( 408 ) 19,169

(1) Includes direct write-offs of assets and currency remeasurement.

30 unchanged sentences

Early, as the Sellers’ Representative (incorporated herein by reference to the Registrant’s Current Report on Form 8-K, filed November 20, 2019, File No.

10.24 Purchase Agreement, dated as of September 8, 2020, by and among Universal Corporation, Silva International, Inc., the Sellers named therein, Torsten Steinhaus, the Representative (incorporated herein by reference to the Registrant's Current Report on Form 8-K, filed September 8, 2020, File No.

10.25 Executive change in control severance policy (incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, File No.

10.26 Amendment No.

1 to the Credit Agreement, dated as of December 17, 2020, among Universal Corporation, as borrower, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Truist 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, filed December 18, 2020, File No.

21 Subsidiaries of the Registrant.*

9 unchanged sentences

101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance with Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be part of any registration or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

4 unchanged sentences

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 Title Date

/s/ GEORGE C.

Chairman, President, Chief Executive Officer, and Director

(Principal Executive Officer)

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

Vice President and Controller

(Principal Accounting Officer)

FREEMAN, III Chairman, President, Chief Executive Officer, and Director May 28, 2021

Freeman, III (Principal Executive Officer)

KRONER Senior Vice President and Chief Financial Officer May 28, 2021

Kroner (Principal Financial Officer)

BLEICHER Vice President and Controller May 28, 2021

Bleicher (Principal Accounting Officer)

CANTOR Director May 28, 2021

/s/ LENNART R.

FREEMAN Director May 28, 2021

/s/ THOMAS H.

JOHNSON Director May 28, 2021

/s/ MICHAEL T.

LAWTON Director May 28, 2021

/s/ ROBERT C.

SLEDD Director May 28, 2021

/s/ THOMAS H.

TULLIDGE, JR.

Director May 28, 2021

Tullidge, Jr.

/s/ JACQUELINE T.

WILLIAMS Director May 28, 2021

Jacqueline T.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures