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FORM 10-K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-17506
UST INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1193986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 WEST PUTNAM AVENUE, GREENWICH, CONNECTICUT 06830
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (203) 661-1100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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COMMON STOCK -- $.50 PAR VALUE NEW YORK STOCK EXCHANGE
PACIFIC STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
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. [X]
AS OF MARCH 1, 1994, THE AGGREGATE MARKET VALUE OF REGISTRANT'S COMMON
STOCK, $.50 PAR VALUE, HELD BY NON-AFFILIATES OF REGISTRANT (WHICH FOR THIS
PURPOSE DOES NOT INCLUDE DIRECTORS OR OFFICERS) WAS $5,305,204,316.
AS OF MARCH 1, 1994, THERE WERE 203,893,636 SHARES OF REGISTRANT'S COMMON
STOCK, $.50 PAR VALUE, OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE
CERTAIN SECTIONS OF UST ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 1993 AND FILED AS AN EXHIBIT AS REQUIRED BY ITEM
601(b)(13) OF REGULATION S-K ............................... PARTS I & II
CERTAIN PAGES OF UST 1994 NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT .... PART III
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PART I
ITEM 1 -- BUSINESS
GENERAL
UST Inc. was formed on December 23, 1986 as a Delaware corporation.
Pursuant to a reorganization approved by stockholders at the 1987 Annual
Meeting, United States Tobacco Company (originally incorporated in 1911) became
a wholly owned subsidiary of UST Inc. on May 5, 1987. UST Inc., through its
subsidiaries (collectively "Registrant" unless the context otherwise requires),
is engaged in manufacturing, importing and selling consumer products in the
following industry segments:
Tobacco Products: Registrant's primary activities are manufacturing
and selling smokeless tobacco (snuff and chewing tobacco) and importing and
selling other tobacco products.
Wine: Registrant produces and sells wine.
Other: Registrant produces or imports and sells certain other products
such as smokers' accessories and operates certain commercial agricultural
properties. The international and video entertainment operations as well as
certain miscellaneous businesses are included in this segment.
INDUSTRY SEGMENT DATA
Registrant hereby incorporates by reference the Consolidated Industry
Segment Data pertaining to the years 1991 through 1993 set forth on page 28 of
its Annual Report to stockholders for the fiscal year ended December 31, 1993
("Annual Report"), which page is included as Exhibit 13.1.
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TOBACCO PRODUCTS
PRINCIPAL PRODUCTS
Registrant's principal smokeless tobacco products and brand names are as
follows:
Moist -- COPENHAGEN, SKOAL LONG CUT, SKOAL, SKOAL BANDITS
Dry -- BRUTON, CC, RED SEAL
Chewing -- WB CUT
It has been claimed that the use of tobacco products may be harmful to
health. To the best of Registrant's knowledge, unresolved controversy continues
to exist among scientists concerning the claims made about tobacco and health.
In 1986, federal legislation was enacted regulating smokeless tobacco products
by, inter alia, requiring health warning notices on smokeless tobacco packages
and advertising and prohibiting the advertising of smokeless tobacco products on
electronic media. A federal excise tax was imposed in 1986, which was increased
in 1991 and 1993. The Health Security Act announced by the Clinton
Administration in 1993 seeks, inter alia, a significant federal excise tax
increase on moist smokeless and other tobacco products. Also, in recent years,
proposals have been made at the federal level for additional regulation of
tobacco products including, inter alia, the requirement of additional warning
notices, the disallowance of advertising and promotion expenses as deductions
under federal tax law, a significant increase of federal excise taxes, a ban or
further restriction of all advertising and promotion, regulation of
environmental tobacco smoke and increased regulation by new or existing federal
agencies. Substantially similar proposals will likely be considered in 1994. In
1993, various state and local governments continued the regulation of tobacco
products, including, inter alia, the imposition of significantly higher taxes,
sampling and advertising bans or restrictions, regulation of environmental
tobacco smoke, negative advertising campaigns and packaging regulations.
Additional state and local legislative and regulatory actions will likely be
considered in 1994. Registrant is unable to assess the future effects these
various actions may have on the sale of its tobacco products.
RAW MATERIALS
Except as noted below, raw materials essential to Registrant's business are
generally purchased in domestic markets under competitive conditions.
In 1993, Registrant increased its purchases of dark fired, burley and dark
air cured tobaccos ("tobacco") primarily from domestic sources. Although there
was a slight increase in foreign purchases in 1993, purchases from foreign
suppliers, as a percentage of total tobacco purchased, declined. Such foreign
suppliers were located in Canada, Italy and Mexico. Various factors, including a
failure of domestic tobacco production to continue to increase, may require
Registrant to purchase additional amounts of tobacco from foreign sources in
order to meet future requirements. Tobaccos used in the manufacture of smokeless
tobacco products must be processed and aged by Registrant for a period of two to
three years prior to their use.
Registrant or its suppliers purchase certain flavoring components used in
Registrant's tobacco products from European sources.
At the present time, Registrant has no reason to believe that its future
raw material requirements for its tobacco products will not be satisfied.
However, the continuing availability and the cost of tobacco from both domestic
and foreign sources is dependent upon a variety of factors which cannot be
predicted, including weather, growing conditions, disease, local planting
decisions, overall market demands and other factors.
LICENSE AND DISTRIBUTION ARRANGEMENTS
Registrant is a party to license and distribution arrangements that relate
to imported pipe tobacco and imported cigarette products, which have been
entered into in the ordinary course of Registrant's business, none of which is
material to the Tobacco segment.
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WORKING CAPITAL
The principal portion of Registrant's operating cash requirements relates
to its need to maintain significant inventories of leaf tobacco, primarily for
manufacturing of smokeless tobacco products, and its need to age and cure
certain of these tobaccos for periods of up to three years prior to use.
CUSTOMERS
Registrant sells tobacco products throughout the United States principally
to chain stores and tobacco and grocery wholesalers. Approximately 25% of
Registrant's gross sales of tobacco products are made to five customers, one of
which accounts for more than 10% of such sales. Registrant has maintained
satisfactory relationships with these customers for many years.
COMPETITIVE CONDITIONS
The tobacco manufacturing industry in the United States is composed of at
least five domestic companies larger than Registrant and many smaller ones. The
larger companies concentrate on the manufacture and sale of cigarettes; one also
manufactures and sells smokeless tobacco products. Registrant is a well
established and major factor in the smokeless tobacco sector of the overall
tobacco market. Consequently, Registrant competes actively with both larger and
smaller companies in the sale of its tobacco products. Registrant's principal
methods of competition with its tobacco products include quality, advertising,
promotion, sampling, price, product recognition and distribution.
WINE
Registrant is an established producer of premium varietal and blended
wines. CHATEAU STE. MICHELLE and COLUMBIA CREST varietal table wines and DOMAINE
STE. MICHELLE sparkling wine are produced by Registrant in the state of
Washington and sold throughout the United States. Registrant also produces and
sells two California premium wines under the labels of VILLA MT. EDEN and CONN
CREEK. Approximately 48% of Registrant's wine sales are made to ten
distributors, no one of which accounts for more than 20% of total wine sales.
Substantially all wines are sold through state-licensed distributors with whom
Registrant maintains satisfactory relationships.
It has been claimed that the use of alcohol beverages may be harmful to
health. To the best of Registrant's knowledge, unresolved controversy continues
to exist among scientists concerning the claims made about alcohol beverages and
health. In 1988, federal legislation was enacted regulating alcohol beverages by
requiring health warning notices on alcohol beverages. Effective in 1991, the
federal excise tax on wine was increased from $.17 a gallon to $1.07 a gallon
for those manufacturers that produce more than 250,000 gallons a year, such as
Registrant. In recent years at the federal level, proposals were made for
additional regulation of alcohol beverages including, inter alia, an excise tax
increase, modification of the required health warning notices and the regulation
of labeling, advertising and packaging. Substantially similar proposals will
likely be considered in 1994. Also in recent years, increased regulation of
alcohol beverages by various states included, inter alia, the imposition of
higher taxes, the requirement of health warning notices and the regulation of
advertising and packaging. Additional state and local legislative and regulatory
actions affecting the marketing of alcohol beverages will likely be considered
during 1994. Registrant is unable to assess the future effects these regulatory
and other actions may have on the sale of its wines.
Registrant uses grapes harvested from its own vineyards, as well as grapes
purchased from independent growers located primarily in Washington State. Total
grape harvest yields experienced by Registrant and throughout Washington State
in 1993 were significantly higher than the prior year and continue to be
adequate to meet requirements for premium varietal wines. From time to time
adverse weather conditions have significantly affected grape harvests from
Washington State. Should any vineyards be destroyed as a result of such
conditions, new vineyards generally require five to six years to provide full
yields. At the present time, Registrant has no reason to believe that its future
raw material requirements for its wine products will not be satisfied.
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Registrant's principal competition comes from many larger, well established
national companies, as well as smaller wine producers. Registrant's principal
methods of competition include quality, price, consumer and trade wine tastings,
competitive wine judging and advertising. Registrant is a minor factor in the
total nationwide business of producing wines.
Registrant concentrates its sales efforts on premium varietal table wines
and sparkling wines. The future of Registrant's wine business will be dependent
on sales, price and volume growth for premium varietal wines, the success of new
products and adequate grape harvest yields from Washington State.
OTHER
Included in this segment for 1993 were cigarette papers, pipes, smokers'
accessories, the international operation, video entertainment, agricultural
properties and a majority interest in a company that develops and markets
equipment used in filmmaking. None of the above, singly, constitutes a material
portion of Registrant's operations. Registrant sold its distribution rights to
cigarette papers and related products on March 31, 1993.
ADDITIONAL BUSINESS INFORMATION
CUSTOMERS
In 1993 sales to McLane Co. Inc., a national distributor, exceeded 10% of
Registrant's consolidated revenue.
ENVIRONMENTAL REGULATIONS
Registrant does not believe that compliance with federal, state and local
provisions regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment will have a material
effect upon the capital expenditures, earnings or competitive position of
Registrant.
NUMBER OF EMPLOYEES
Registrant's average number of employees during 1993 was 3,724.
TRADEMARKS
Registrant sells consumer products under a large number of trademarks. All
of the more important trademarks either have been registered or applications
therefor are pending with the United States Patent and Trademark Office.
SEASONAL BUSINESS
No material portion of the business of any industry segment of Registrant
is seasonal.
ORDERS
Backlog of orders is not a material factor in any industry segment of
Registrant.
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ITEM 2 -- PROPERTIES
Set forth below is information concerning principal facilities and real
properties of Registrant.
BUILDINGS
IN
APPROXIMATE
LOCATION SQUARE FEET ACTIVITIES
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Headquarters:
Greenwich, Connecticut........ 160,000 Executive, sales and general offices in
several buildings.
Tobacco Facilities:
Nashville, Tennessee.......... 900,000 Office and manufacturing plants for moist
and dry smokeless tobacco products,
plastic injection molding operation for
production of cans and lids,
manufacturing engineering department,
research and development laboratory and
warehouse for distribution of various
products.
Hopkinsville, Kentucky........ 635,000 Office and plants and warehouses for
tobacco leaf handling, processing and
storage and for manufacture of dry flour
for smokeless tobacco products.
Franklin Park, Illinois....... 425,000 Office and manufacturing plant for moist
smokeless tobacco products, fiberboard
can operations and warehouse for
distribution of various products.
Wine Facilities:
Paterson, Washington.......... 410,000 Office, winery, retail shop and
distribution and storage facility for
wines.
Woodinville, Washington....... 195,000 Executive and sales offices, winery,
retail shop and distribution and storage
facility for wines.
Roosevelt, Washington......... 70,000 Winery and storage facility for wines.
LAND
IN
APPROXIMATE
LOCATION ACRES ACTIVITIES
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Yakima, Benton and Island Counties,
Washington......................... 3,351 Vineyards.
Benton County, Washington............ 18,494 Other, including agricultural properties.
Such principal properties in Registrant's industry segments were utilized
only in connection with Registrant's business operations. Registrant believes
that the above properties at December 31, 1993 were suitable and adequate for
the purposes for which they were used, and were operated at satisfactory levels
of capacity. Registrant is producing moist smokeless tobacco products at both
its Franklin Park and Nashville plants where the combined installed capacity was
planned to meet larger future demand for these products. While current capacity
exceeds current sales, utilization would increase if market demand increases.
All principal properties are owned in fee by Registrant.
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ITEM 3 -- LEGAL PROCEEDINGS
Registrant was named in an amended complaint filed on January 17, 1992, in
an action against the major cigarette companies and others entitled Norma R.
Broin, et al. v. Philip Morris Companies, Inc. et al. (Case No.: 91-49738 CA
(22), Circuit Court, 11th Judicial Circuit, Dade County, Florida) seeking five
billion dollars in punitive damages and unspecified compensatory damages. The
action purportedly is brought on behalf of flight attendants who have allegedly
sustained physical, psychological and emotional injuries as a result of exposure
to environmental tobacco smoke on airplanes. On May 19, 1992, the Court
dismissed the class action allegations in plaintiffs' amended complaint.
Plaintiffs filed a notice of appeal from the Court's dismissal on June 17, 1992
and this appeal has not been decided.
Registrant has had only limited involvement with cigarettes. Prior to 1985,
Registrant manufactured some cigarette products which had a de minimis market
share, and Registrant is indemnified for the small volume of imported cigarettes
which it currently distributes.
Registrant believes that the action is without merit, intends to defend it
vigorously and does not believe it will result in any material liability to
Registrant.
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Prior to May 5, 1987, all titles of officers set forth below relate to
offices held in United States Tobacco Company.
Pursuant to instruction 3 to Item 401(b) of Regulation S-K, the name,
office, age and business experience of each executive officer of Registrant as
of March 1, 1994 is set forth below:
NAME OFFICE AGE
- ---------------------------------------- ---------------------------------------------- ---
Robert E. Barrett....................... Executive Vice President 55
John J. Bucchignano..................... Executive Vice President and Chief Financial
Officer 46
James W. Chapin......................... Executive Vice President and General Counsel 64
Vincent A. Gierer, Jr................... Chairman of the Board, Chief Executive Officer
and President 46
Harry W. Peter III...................... Executive Vice President 54
Joseph R. Taddeo........................ Executive Vice President 49
None of the executive officers of Registrant has any family relationship to
any other executive officer or director of Registrant.
After election, all executive officers serve until the next annual
organization meeting of the Board of Directors and until their successors are
elected and qualified.
All of the Executive Officers of Registrant have been employed continuously
by it for more than five years except for Mr. Barrett.
Mr. Barrett has served as Executive Vice President since October 7, 1991.
He also has served as President of UST Enterprises Inc. since July 1, 1991. Mr.
Barrett served as Senior Vice President from January 1, 1991 to October 6, 1991,
and served as a member of the Board of Directors from July 27, 1989 through
December 13, 1990. Mr. Barrett served as President of Barrett Consultants, a
public and government relations firm which he founded in 1980. Mr. Barrett has
been employed by Registrant since January 1, 1991.
Mr. Bucchignano has served as Executive Vice President and Chief Financial
Officer since October 7, 1991. Mr. Bucchignano served as Senior Vice President
and Controller from September 27, 1990 to October 6, 1991, and as Controller
from August 1, 1987 to September 26, 1990. Mr. Bucchignano has been employed by
Registrant since December 10, 1984.
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Mr. Chapin has served as Executive Vice President and General Counsel since
September 25, 1991. Mr. Chapin served as Senior Vice President and General
Counsel from January 1, 1981 to September 24, 1991. Mr. Chapin has been employed
by Registrant since March 1, 1975.
Mr. Gierer has served as Chairman of the Board and Chief Executive Officer
since December 1, 1993 and has served as President since September 27, 1990. Mr.
Gierer also served as Chief Operating Officer from September 27, 1990 to
November 30, 1993 and as Executive Vice President and Chief Financial Officer
from February 17, 1988 to September 26, 1990. Mr. Gierer has been employed by
Registrant since March 16, 1978.
Mr. Peter has served as Executive Vice President since October 29, 1990. He
also has served as President of UST International Inc. since January 1, 1993.
Mr. Peter served as Senior Vice President from July 27, 1989 to October 28, 1990
and as Vice President from June 23, 1988 to July 26, 1989. Mr. Peter has been
employed by Registrant since February 1, 1988.
Mr. Taddeo has served as Executive Vice President and President of United
States Tobacco Company since September 27, 1990. Mr. Taddeo also served as
Senior Vice President of United States Tobacco Company from June 23, 1988 to
September 26, 1990. Mr. Taddeo has been employed by Registrant since March 29,
1982.
PART II
ITEM 5 -- MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Registrant hereby incorporates the information with respect to the market
for its common stock, $.50 par value ("Common Stock"), and related security
holder matters set forth on page 27 of its Annual Report, which page is included
herein as Exhibit 13.2. Registrant's Common Stock is listed on the New York
Stock Exchange and the Pacific Stock Exchange. As of March 1, 1994, there were
approximately 13,621 stockholders of record of its Common Stock.
ITEM 6 -- SELECTED FINANCIAL DATA
Registrant hereby incorporates by reference the Consolidated Selected
Financial Data set forth on pages 46 and 47 of its Annual Report, which pages
are included herein as Exhibit 13.3.
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Registrant hereby incorporates by reference the Management's Discussion and
Analysis of Results of Operations and Financial Condition set forth on pages
19-27 of its Annual Report, which pages are included herein as Exhibit 13.4.
ITEM 8 -- FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Registrant hereby incorporates by reference the information contained in
the financial statements, including the notes thereto, set forth on pages 28-43
and 45 of its Annual Report, which pages are included herein as Exhibit 13.5.
ITEM 9 -- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Registrant hereby incorporates by reference the information with respect to
the names, ages and business histories of the directors of Registrant which is
contained in Table I and the accompanying text set forth under the caption
"Election of Directors" in its Notice of 1994 Annual Meeting and Proxy
Statement. Information concerning executive officers of Registrant is set forth
above following Item 4 of this Report.
ITEM 11 -- EXECUTIVE COMPENSATION
Registrant hereby incorporates by reference the information with respect to
executive compensation which is contained in Tables II through V (including the
notes thereto) and the accompanying text set forth under the caption
"Compensation of Executive Officers" in its Notice of 1994 Annual Meeting and
Proxy Statement.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Registrant hereby incorporates by reference the information with respect to
the security ownership of management which is contained in Table I and the
accompanying text set forth under the caption "Election of Directors" in its
Notice of 1994 Annual Meeting and Proxy Statement.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Registrant hereby incorporates by reference certain transactions with
directors and information with respect to indebtedness of management which is
contained in Table VI and the accompanying text set forth under the caption
"Compensation of Executive Officers" in its Notice of 1994 Annual Meeting and
Proxy Statement.
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this Report:
(1) and (2) The financial statements of Registrant included in this
Report are set forth on pages F-1 - F-12 hereof.
(3) The following exhibits are filed by Registrant pursuant to Item
601 of Regulation S-K:
3.1 -- Restated Certificate of Incorporation dated May 5, 1992, incorporated
by reference to Exhibit 3.1 to Form 10-Q for the quarter ended March
31, 1992.
3.2 -- By-Laws adopted on December 23, 1986, incorporated by reference to
Exhibit 3.2 to Form S-4 Registration Statement filed on March 20,
1987.
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10.1* -- Employment Agreement dated October 1, 1990 between UST and Joseph R.
Taddeo, an Executive Officer, incorporated by reference to Exhibit
10.1 to Form 10-Q for the quarter ended September 30, 1990.
10.2* -- Form of Employment Agreement dated October 20, 1986 between United
States Tobacco Company (subsequently assumed by UST) and one (1)
Executive Officer: Vincent A. Gierer, Jr., incorporated by reference
to Exhibit 10.1 to Form 10-Q for the quarter ended September 30,
1986.
10.3* -- Employment Agreement dated December 1, 1993 between UST and John J.
Bucchignano, an Executive Officer.
10.4* -- Form of Severance Agreement dated October 27, 1986 between United
States Tobacco Company (subsequently assumed by UST) and nonexecutive
officers, incorporated by reference to Exhibit 10.2 to Form 10-Q for
the quarter ended September 30, 1990.
10.5* -- 1982 Stock Option Plan restated as of March 22, 1989, incorporated by
reference to Exhibit 4.1 to Form S-8 Registration Statement filed on
April 14, 1989.
10.6* -- 1992 Stock Option Plan, effective as of May 5, 1992, incorporated by
reference to Appendix A to the UST 1992 Notice of Annual Meeting and
Proxy Statement dated March 27, 1992.
10.7* -- Incentive Compensation Plan, as restated as of January 1, 1994.
10.8* -- Officers' Supplemental Retirement Plan, as restated as of December 1,
1992, incorporated by reference to Exhibit 10.7 to Form 10-K for the
fiscal year ended December 31,1992.
10.9 -- Nonemployee Directors' Retirement Plan, effective as of January 1,
1988, incorporated by reference to Exhibit 10.8 to Form 10-K for the
fiscal year ended December 31, 1992.
13.1 -- Industry Segment Data pertaining to the years 1991 through 1993.
13.2 -- Market for Registrant's Common Equity and Related Stockholder
Matters.
13.3 -- Selected Financial Data.
13.4 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations.
13.5 -- Financial Statements and Supplementary Data.
21.1 -- Subsidiaries of UST.
23.1 -- Consent of Independent Auditors.
(b) No current reports on Form 8-K were filed during the fourth quarter of
Registrant's most recent fiscal year.
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit pursuant to Item 14(c) of this Report.
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SIGNATURE PAGE
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
UST INC.
Date: February 16, 1994
By: VINCENT A. GIERER, JR.
-------------------------------
VINCENT A. GIERER, JR.
CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER
AND PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF REGISTRANT
AND IN THE CAPACITIES AND ON THE DATES INDICATED.
Chairman of the Board,
Chief Executive Officer
and
President (Principal
February 16, 1994 Executive Officer) VINCENT A. GIERER, JR.
-----------------------------------
VINCENT A. GIERER, JR.
Executive Vice President
and Chief Financial
Officer
(Principal Financial
February 16, 1994 Officer) JOHN J. BUCCHIGNANO
-----------------------------------
JOHN J. BUCCHIGNANO
Controller
(Principal Accounting
February 16, 1994 Officer) ROBERT T. D'ALESSANDRO
-----------------------------------
ROBERT T. D'ALESSANDRO
February 16, 1994 Chairman Emeritus LOUIS F. BANTLE
-----------------------------------
LOUIS F. BANTLE
February 16, 1994 Director JOHN J. BUCCHIGNANO
-----------------------------------
JOHN J. BUCCHIGNANO
February 16, 1994 Director EDWARD H. DEHORITY, JR.
-----------------------------------
EDWARD H. DEHORITY, JR.
February 16, 1994 Chairman of the Board VINCENT A. GIERER, JR.
-----------------------------------
VINCENT A. GIERER, JR.
February 16, 1994 Director P.X. KELLEY
-----------------------------------
P.X. KELLEY
February 16, 1994 Director ALBERT H. LEADER
-----------------------------------
ALBERT H. LEADER
February 16, 1994 Director RALPH L. ROSSI
-----------------------------------
RALPH L. ROSSI
February 16, 1994 Director SPENCER R. STUART
-----------------------------------
SPENCER R. STUART
February 16, 1994 Director JOSEPH R. TADDEO
-----------------------------------
JOSEPH R. TADDEO
February 16, 1994 Director JOHN P. WARWICK
-----------------------------------
JOHN P. WARWICK
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ITEM 14 (a) (1) AND (2)
UST AND SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Registrant, included in
the annual report of Registrant to its stockholders for the year ended December
31, 1993, are incorporated by reference in Item 8:
Consolidated Statement of Financial Position -- December 31, 1993 and
1992
Consolidated Statement of Earnings -- Years ended December 31, 1993,
1992 and 1991
Consolidated Statement of Changes in Stockholders' Equity -- Years ended
December 31, 1993, 1992 and 1991
Consolidated Statement of Cash Flows -- Years ended December 31, 1993,
1992 and 1991
Notes to Consolidated Financial Statements
The following consolidated financial statement schedules are included in
Item 14(d):
Schedule II -- Amounts receivable from related parties and underwriters,
promoters and employees other than related parties............ F-2
Schedule V -- Property, plant and equipment................................. F-5
Schedule VI -- Accumulated depreciation, depletion and amortization of
property, plant and equipment................................. F-8
Schedule IX -- Short-term borrowings......................................... F-11
Schedule X -- Supplementary income statement information.................... F-12
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions or are inapplicable, and therefore have been
omitted.
F-1
13
UST AND SUBSIDIARIES
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
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COL. A COL. B COL. C COL. D COL. E
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DEDUCTIONS
BALANCE AT --------------------------- BALANCE AT END OF PERIOD
NAME OF DEBTOR BEGINNING AMOUNTS AMOUNTS ---------------------------
(A) OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT CURRENT
- ----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1993
A. W. Adams.......... $ 71,875 $ 267,413 $ 7,187 $ 36,900 $ 295,201
J. Africk............ 218,641 -0- 121,045 21,579 76,017
L. F. Bantle......... 244,632 2,662,500 377,757 532,500 1,996,875
R. E. Barrett........ 326,350 231,875 4,608 62,025 491,592
T. Baseler........... 113,403 -0- 12,731 12,731 87,941
J. J. Bucchignano.... 397,038 386,700 211,274 65,258 507,206
D. L. Cerullo........ 216,842 -0- 98,857 14,389 103,596
J. W. Chapin......... 720,151 543,750 40,546 148,446 1,074,909
J. P. Cureton........ 62,544 186,760 48,356 23,781 177,167
R. C. Cutler......... 101,234 -0- 23,001 10,707 67,526
R. T. D'Alessandro... 173,574 -0- 21,457 21,457 130,660
V. A. Gierer, Jr..... 1,510,795 361,725 295,681 212,342 1,364,497
R. M. Glasscox....... 106,589 -0- 20,178 20,178 66,233
R. F. Guys........... 142,346 -0- 25,642 25,642 91,062
G. W. Hagen.......... 141,779 -0- 16,680 14,750 110,349
R. E. Hanrahan....... 205,189 195,813 40,302 60,129 300,571
J. D. Harris......... 477,593 -0- 477,593 -0- -0-
J. M. Hayes.......... 278,747 -0- 92,461 24,089 162,197
R. J. Hoff........... 161,680 3,234 62,452 26,716 75,746
S. R. Hotchkiss...... 183,490 -0- 183,490 -0- -0-
R. A. Kohlberger..... 533,697 -0- 229,869 33,759 270,069
E. D. Kratovil....... 274,933 -0- 13,278 34,084 227,571
J. J. Lamagna........ 163,359 -0- 52,885 15,528 94,946
C. R. Lamonte........ 102,166 134,463 30,943 26,819 178,867
R. H. Lawrence,
Jr................. 548,920 -0- 103,271 61,286 384,363
I. R. Levine......... 1,277,700 -0- 759,381 121,971 396,348
G. F. Murray, Jr..... 100,443 4,266 16,438 16,912 71,359
J. P. Nelson......... 454,797 33,438 258,234 31,338 198,663
C. A. Nickolaus,
Jr................. 123,769 -0- 18,333 17,374 88,062
B. O'Connor.......... 117,525 -0- 15,175 14,735 87,615
H. W. Peter III...... 514,565 140,594 139,649 59,646 455,864
R. L. Rossi.......... 459,557 -0- 459,557 -0- -0-
R. D. Rothenberg..... 187,250 46,813 -0- 26,007 208,056
A. Salerno........... 117,692 -0- 36,516 10,195 70,981
F. Salerno........... 100,757 -0- 15,301 15,301 70,155
D. C. Savitsky....... 112,254 -0- 31,246 23,538 57,470
A. C. Shoup.......... 118,727 -0- 16,029 16,029 86,669
C. M. Strassner...... 111,050 -0- 111,050 -0- -0-
T. M. Sullivan....... 107,125 -0- 107,125 -0- -0-
J. R. Taddeo......... 475,723 -0- 30,606 61,370 383,747
W. A. Wuchiski....... 245,396 -0- 50,210 29,703 165,483
----------- ---------- ---------- ---------- -----------
$12,101,897 $5,199,344 $4,676,394 $1,949,214 $10,675,633
----------- ---------- ---------- ---------- -----------
----------- ---------- ---------- ---------- -----------
F-2
14
UST AND SUBSIDIARIES
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES -- (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ----------------------------------------------------------------------------------------------------------------------------------
DEDUCTIONS
BALANCE AT --------------------------- BALANCE AT END OF PERIOD
NAME OF DEBTOR BEGINNING AMOUNTS AMOUNTS ---------------------------
(A) OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT CURRENT
- ----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1992
J. Africk............ $ 262,165 $ -0- $ 43,524 $ 43,524 $ 175,117
L. F. Bantle......... 339,529 -0- 94,897 89,076 155,556
R. E. Barrett........ -0- 326,350 -0- 36,261 290,089
T. Baseler........... 9,280 105,169 1,046 12,731 100,672
J. J. Bucchignano.... 222,891 200,625 26,478 47,803 349,235
D. L. Cerullo........ 155,897 79,838 18,893 24,248 192,594
J. W. Chapin......... 278,256 478,532 36,637 88,029 632,122
R. C. Cutler......... 32,575 76,188 7,529 12,200 89,034
R. T. D'Alessandro... 98,806 86,938 12,170 21,457 152,117
V. A. Gierer, Jr..... 939,395 693,750 122,350 199,434 1,311,361
R. M. Glasscox....... 173,710 12,188 79,309 20,178 86,411
R. F. Guys........... 119,523 46,100 23,277 25,642 116,704
G. W. Hagen.......... 148,274 -0- 6,495 16,639 125,140
R. E. Hanrahan....... 239,268 6,469 40,548 41,016 164,173
J. D. Harris......... 494,910 101,875 119,192 54,834 422,759
J. M. Hayes.......... 60,784 231,332 13,369 32,647 246,100
R. J. Hoff........... 122,172 62,984 23,476 31,341 130,339
S. R. Hotchkiss...... 136,563 73,020 26,093 21,806 161,684
C. E. Jordan......... 154,085 48,994 203,079 -0- -0-
C. L. Keller......... 148,581 46,375 194,956 -0- -0-
R. A. Kohlberger..... 257,897 303,828 28,028 61,787 471,910
E. D. Kratovil....... 100,962 187,250 13,279 34,084 240,849
J. J. Lamagna........ 14,457 150,775 1,873 18,488 144,871
C. R. Lamonte........ 50,427 57,256 5,517 8,645 93,521
R. H. Lawrence,
Jr................. 424,797 173,438 49,315 68,199 480,721
I. R. Levine......... 595,380 1,127,750 445,430 194,062 1,083,638
P. E. Lindqvist...... 142,304 -0- 142,304 -0- -0-
G. F. Murray, Jr..... 81,797 34,575 15,929 16,438 84,005
J. P. Nelson......... 348,223 151,594 45,020 76,364 378,433
C. A. Nickolaus,
Jr................. 83,802 53,578 13,611 18,333 105,436
B. O'Connor.......... 118,846 13,913 15,234 14,735 102,790
T. B. O'Grady........ 386,649 -0- 386,649 -0- -0-
H. W. Peter III...... 133,293 396,219 14,947 58,962 455,603
R. L. Rossi.......... 93,703 407,500 41,646 86,924 372,633
R. D. Rothenberg..... 184,494 187,250 184,494 20,806 166,444
A. Salerno........... 30,510 95,463 8,281 14,553 103,139
F. Salerno........... 116,058 -0- 15,301 15,301 85,456
D. C. Savitsky....... 84,958 40,753 13,457 24,939 87,315
A. C. Shoup.......... 134,756 -0- 16,029 16,029 102,698
C. M. Strassner...... 187,426 -0- 76,376 27,763 83,287
T. M. Sullivan....... 107,125 -0- -0- 35,708 71,417
J. R. Taddeo......... 229,454 276,875 30,606 61,370 414,353
F. M. White, Jr...... 115,326 -0- 19,404 19,404 76,518
W. A. Wuchiski....... 297,998 -0- 52,602 32,656 212,740
R. J. Zima........... 130,488 -0- 130,488 -0- -0-
---------- ---------- ---------- ---------- -----------
$8,587,794 $6,334,744 $2,859,138 $1,744,416 $10,318,984
---------- ---------- ---------- ---------- -----------
---------- ---------- ---------- ---------- -----------
F-3
15
UST AND SUBSIDIARIES
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES -- (CONTINUED)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ----------------------------------------------------------------------------------------------------------------------------------
DEDUCTIONS
BALANCE AT --------------------------- BALANCE AT END OF PERIOD
NAME OF DEBTOR BEGINNING AMOUNTS AMOUNTS ---------------------------
(A) OF PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NOT CURRENT
- ----------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31,
1991
A. W. Adams.......... $ 127,350 $ 124,875 $ 180,350 $ 7,188 $ 64,687
J. Africk............ 305,689 -0- 43,524 43,524 218,641
L. F. Bantle......... 435,251 -0- 95,722 94,897 244,632
J. J. Bucchignano.... 88,106 146,625 11,840 27,302 195,589
N. A. Buoniconti..... 1,191,360 -0- 1,191,360 -0- -0-
D. L. Cerullo........ 34,050 125,394 3,547 16,086 139,811
J. W. Chapin......... 183,725 116,969 22,438 34,859 243,397
R. T. D'Alessandro... 95,620 14,375 11,189 11,797 87,009
V. A. Gierer, Jr..... 751,067 363,375 175,047 122,350 817,045
R. M. Glasscox....... 247,445 28,375 102,110 25,349 148,361
R. F. Guys........... 105,582 32,813 18,872 20,519 99,004
G. W. Hagen.......... 35,270 119,609 6,605 18,403 129,871
R. E. Hanrahan....... 279,565 -0- 40,297 40,297 198,971
J. D. Harris......... 554,390 416,797 476,277 54,122 440,788
R. J. Hoff........... 42,251 84,763 4,842 13,318 108,854
S. R. Hotchkiss...... -0- 143,750 7,187 14,375 122,188
C. E. Jordan......... 168,440 32,813 47,168 23,123 130,962
C. L. Keller......... 164,063 28,188 43,670 22,080 126,501
R. A. Kohlberger..... 74,238 191,452 7,793 28,028 229,869
E. D. Kratovil....... 114,241 -0- 13,279 13,279 87,683
R. H. Lawrence,
Jr................. 75,947 358,000 9,150 48,928 375,869
I. R. Levine......... 699,207 448,509 552,336 64,475 530,905
P. E. Lindqvist...... 163,267 -0- 20,963 30,888 111,416
J. P. Nelson......... 427,639 57,016 136,432 48,202 300,021
B. O'Connor.......... 55,993 72,295 9,442 15,234 103,612
T. B. O'Grady........ -0- 1,145,626 758,977 229,125 157,524
E. H. Paules......... 131,014 20,913 150,255 1,672 -0-
H. W. Peter III...... 37,485 106,250 10,442 14,937 118,356
R. L. Rossi.......... 135,349 -0- 41,646 41,646 52,057
R. D. Rothenberg..... 214,203 -0- 29,709 27,851 156,643
F. Salerno........... 82,066 44,813 10,821 15,301 100,757
A. C. Shoup.......... 399,004 -0- 264,248 16,029 118,727
C. M. Strassner...... 193,706 -0- 6,280 76,376 111,050
T. M. Sullivan....... 39,756 107,125 39,756 35,708 71,417
J. R. Taddeo......... 273,516 -0- 44,062 30,606 198,848
J. C. Taft........... 175,523 -0- 175,523 -0- -0-
F. M. White, Jr...... 134,730 -0- 19,404 19,404 95,922
W. A. Wuchiski....... 278,771 90,297 71,070 35,770 262,228
R. J. Zima........... 180,089 -0- 49,601 49,318 81,170
---------- ---------- ---------- ---------- ----------
$8,694,968 $4,421,017 $4,903,234 $1,432,366 $6,780,385
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
- ---------------
(A) Amounts represent notes arising from installment purchases of common stock
under Registrant's Stock Option Plans which carry interest rates ranging
from approximately 4% to approximately 9%, provide for payment over periods
of up to ten years and are secured by the common stock purchased.
F-4
16
UST AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED DECEMBER 31, 1993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ------------------------------------------------------------------------------------------------------------
OTHER
BALANCE AT CHANGES-- BALANCE AT
BEGINNING ADDITIONS ADD (DEDUCT)-- END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS DESCRIBE OF PERIOD
- ------------------------------------------------------------------------------------------------------------
Land....................... $ 27,290,613 $ -0- $ 322,505 $ -0- $ 26,968,108
Buildings.................. 167,448,579 9,932,593 1,048,419 -0- 176,332,753
Machinery and equipment.... 183,817,680 38,518,015 2,430,155 -0- 219,905,540
Furniture and fixtures..... 12,758,406 804,004 1,261,522 -0- 12,300,888
Motor vehicles............. 14,529,220 5,215,427 4,211,157 -0- 15,533,490
Construction in progress... 18,091,382(A) -0- -0- 3,721,091(C) 21,812,473(A)
------------ ----------- ----------- ---------- ------------
$423,935,880 $54,470,039(B) $9,273,758 $3,721,091 $472,853,252
------------ ----------- ----------- ---------- ------------
------------ ----------- ----------- ---------- ------------
- ---------------
(A) Reclassified on the Consolidated Statement of Financial Position to
land, buildings and machinery and equipment.
(B) Additions principally relate to the completion of aircraft, new
equipment for the wine operations and the Nashville, Franklin Park and
Hopkinsville plants, renovation of facilities, and normal replacement
of existing manufacturing equipment and motor vehicles.
(C) Transfers to property accounts are included in Column C.
(D) The annual provisions for depreciation have been computed principally
in accordance with the following rates:
Buildings.............................. 2 1/2 to 5%
Machinery and fixtures................. 5 to 20%
Motor vehicles......................... 20 to 33 1/3%
F-5
17
UST AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT -- (CONTINUED)
YEAR ENDED DECEMBER 31, 1992
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ------------------------------------------------------------------------------------------------------------
OTHER
BALANCE AT CHANGES-- BALANCE AT
BEGINNING ADDITIONS ADD (DEDUCT)-- END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS DESCRIBE OF PERIOD
- ------------------------------------------------------------------------------------------------------------
Land....................... $ 27,290,613 $ -0- $ -0- $ -0- $ 27,290,613
Buildings.................. 161,777,048 6,022,777 351,246 -0- 167,448,579
Machinery and equipment.... 178,062,113 19,500,716 13,745,149(C) -0- 183,817,680
Furniture and fixtures..... 13,568,627 1,455,851 2,266,072 -0- 12,758,406
Motor vehicles............. 13,756,908 4,422,868 3,650,556 -0- 14,529,220
Construction in progress... 11,669,098(A) -0- -0- 6,422,284(D) 18,091,382(A)
------------ ----------- ----------- ---------- ------------
$406,124,407 $31,402,212(B) $20,013,023 $6,422,284 $423,935,880
------------ ----------- ----------- ---------- ------------
------------ ----------- ----------- ---------- ------------
- ---------------
(A) Reclassified on the Consolidated Statement of Financial Position to
buildings and machinery and equipment.
(B) Additions principally relate to new equipment for the wine operations
and the Nashville and Franklin Park plants, renovation of facilities,
and normal replacement for existing manufacturing equipment and motor
vehicles.
(C) Retirements include $7.1 million for aircraft.
(D) Net increase in account, primarily the partial cost of unfinished
aircraft. Transfers to property accounts are included in Column C.
(E) The annual provisions for depreciation have been computed principally
in accordance with the following rates:
Buildings..................................... 2 1/2 to 5%
Machinery and fixtures........................ 5 to 20%
Motor vehicles................................ 20 to 33 1/3%
F-6
18
UST AND SUBSIDIARIES
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT -- (CONTINUED)
YEAR ENDED DECEMBER 31, 1991
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- ------------------------------------------------------------------------------------------------------------
OTHER
BALANCE AT CHANGES-- BALANCE AT
BEGINNING ADDITIONS ADD (DEDUCT)-- END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS DESCRIBE OF PERIOD
- ------------------------------------------------------------------------------------------------------------
Land....................... $ 26,808,995 $ 482,618 $ 1,000 $ -0- $ 27,290,613
Buildings.................. 155,952,318 5,899,666 105,347 30,411(C) 161,777,048
Machinery and equipment.... 148,147,925 29,932,469 1,936,957 1,918,676(C) 178,062,113
Furniture and fixtures..... 12,617,411 933,757 27,432 44,891(C) 13,568,627
Motor vehicles............. 13,865,349 4,248,993 4,378,411 20,977(C) 13,756,908
Construction in progress... 23,307,458(A) -0- -0- (11,638,360)(D) 11,669,098(A)
------------ ----------- ---------- ------------ ------------
$380,699,456 $41,497,503(B) $6,449,147 $ (9,623,405) $406,124,407
------------ ----------- ---------- ------------ ------------
------------ ----------- ---------- ------------ ------------
- ---------------
(A) Reclassified on the Consolidated Statement of Financial Position to
buildings and machinery and equipment.
(B) Additions principally relate to the completion of aircraft, new
equipment for the wine operations and the Nashville and Franklin Park
plants, vineyard development, renovation of facilities, and normal
replacement for existing manufacturing equipment and motor vehicles.
(C) Increase in account represents consolidation of Camera Platforms
International, Inc.
(D) Net decrease in account, primarily the reclassification of the cost of
completed aircraft. Transfers to property accounts are included in
Column C.
(E) The annual provisions for depreciation have been computed principally
in accordance with the following rates:
Buildings............................... 2 1/2 to 5%
Machinery and fixtures.................. 5 to 20%
Motor vehicles.......................... 20 to 33 1/3%
F-7
19
UST AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
YEAR ENDED DECEMBER 31, 1993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- --------------------------------------------------------------------------------------------------------------
ADDITIONS OTHER
CHARGED CHANGES--
BALANCE AT TO COSTS ADD BALANCE AT
BEGINNING AND (DEDUCT)-- END
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS DESCRIBE OF PERIOD
- --------------------------------------------------------------------------------------------------------------
Buildings....................... $ 51,619,655 $ 5,423,713 $ 250,467 $ 56,792,901
Machinery and equipment......... 78,981,956 16,112,400 1,565,035 93,529,321
Furniture and fixtures.......... 4,782,517 647,128 664,971 4,764,674
Motor vehicles.................. 7,546,316 3,722,658 3,113,806 8,155,168
------------ ----------- ---------- ------------
$142,930,444 $25,905,899 $5,594,279 $163,242,064
------------ ----------- ---------- ------------
------------ ----------- ---------- ------------
F-8
20
UST AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT -- (CONTINUED)
YEAR ENDED DECEMBER 31, 1992
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- --------------------------------------------------------------------------------------------------------------
ADDITIONS OTHER
CHARGED CHANGES--
BALANCE AT TO COSTS ADD BALANCE AT
BEGINNING AND (DEDUCT)-- END
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS DESCRIBE OF PERIOD
- --------------------------------------------------------------------------------------------------------------
Buildings...................... $ 46,649,328 $ 5,093,796 $ 123,469 $ 51,619,655
Machinery and equipment........ 72,080,120 14,311,275 7,409,439 78,981,956
Furniture and fixtures......... 5,513,296 654,358 1,385,137 4,782,517
Motor vehicles................. 6,859,223 3,505,394 2,818,301 7,546,316
------------ ----------- ----------- ------------
$131,101,967 $23,564,823 $11,736,346 $142,930,444
------------ ----------- ----------- ------------
------------ ----------- ----------- ------------
F-9
21
UST AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT -- (CONTINUED)
YEAR ENDED DECEMBER 31, 1991
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- --------------------------------------------------------------------------------------------------------------
ADDITIONS OTHER
CHARGED CHANGES--
BALANCE AT TO COSTS ADD BALANCE AT
BEGINNING AND (DEDUCT)-- END
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS DESCRIBE OF PERIOD
- --------------------------------------------------------------------------------------------------------------
Buildings....................... $ 41,849,606 $ 4,845,116 $ 45,394 $ 46,649,328
Machinery and equipment......... 59,917,910 13,388,193 1,225,983 72,080,120
Furniture and fixtures.......... 4,894,448 639,785 20,937 5,513,296
Motor vehicles.................. 6,994,752 3,391,145 3,526,674 6,859,223
------------ ----------- ---------- ------------
$113,656,716 $22,264,239 $4,818,988 $131,101,967
------------ ----------- ---------- ------------
------------ ----------- ---------- ------------
F-10
22
UST AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
MAXIMUM AMOUNT AVERAGE AMOUNT WEIGHTED AVERAGE
OUTSTANDING OUTSTANDING INTEREST RATE
CATEGORY OF AGGREGATE BALANCE AT WEIGHTED AVERAGE DURING DURING DURING
SHORT-TERM BORROWINGS END OF PERIOD INTEREST RATE THE PERIOD (C) THE PERIOD (D) THE PERIOD (E)
- -----------------------------------------------------------------------------------------------------------------------
Year ended December 31, 1993
Commercial Paper (A).......... -0- $ 54,907,817 $ 33,291,162 3.22%
Notes Payable (B)............. -0- 40,000,000 4,781,362 3.69
Year ended December 31, 1992
Commercial paper (A).......... -0- 37,970,658 18,968,557 3.69
Year ended December 31, 1991
Commercial paper (A).......... -0- 13,984,033 8,009,046 5.98
- ---------------
(A) Commercial paper generally matures within 90 days from date of
issuance with no provision for extensions of its maturity. Amounts in
1993 are higher than in previous years due to an arbitrage program.
(B) Notes payable represent borrowings under lines of credit arrangements.
In January 1994, Registrant converted this $40 million loan into a
revolving credit and term loan agreement and this amount was
classified as long-term debt at December 31, 1993. (See Notes to
Consolidated Financial Statements -- Revolving Credit and Term Loan
Agreement and Short-Term Lines of Credit.)
(C) Represents maximum amount outstanding at any time during the period.
(D) The average amount outstanding during the period was computed by
dividing the total of the monthly average outstanding principal
balances by twelve.
(E) The weighted average interest rate during the period was computed by
dividing the actual interest expense by the average short-term debt
outstanding.
F-11
23
UST AND SUBSIDIARIES
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
COL. A COL. B
- ----------------------------------------------------------------------------------------------------------
CHARGED TO COSTS AND EXPENSES
- ----------------------------------------------------------------------------------------------------------
ITEM 1993 1992 1991
- ------------------------------------------------------------- ----------- ----------- -----------
Maintenance and repairs...................................... $12,262,000 $11,848,000 $11,136,000
Taxes, other than payroll and income taxes:
Excise taxes............................................ 29,961,000 31,706,000 27,833,000
Other................................................... 8,194,000 8,467,000 8,477,000
----------- ----------- -----------
38,155,000 40,173,000 36,310,000
Advertising.................................................. 17,615,000 14,599,000 11,246,000
Other items have been omitted as each one did not exceed one percent
of revenues.
F-12
24
EXHIBIT INDEX
3.1 -- Restated Certificate of Incorporation dated May 5, 1992, incorporated by reference
to Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 1992.
3.2 -- By-Laws adopted on December 23, 1986, incorporated by reference to Exhibit 3.2 to
Form S-4 Registration Statement filed on March 20, 1987.
10.1* -- Employment Agreement dated October 1, 1990 between UST and Joseph R. Taddeo, an
Executive Officer, incorporated by reference to Exhibit 10.1 to Form 10-Q for the
quarter ended September 30, 1990.
10.2* -- Form of Employment Agreement dated October 20, 1986 between United States Tobacco
Company (subsequently assumed by UST) and one (1) Executive Officer: Vincent A.
Gierer, Jr., incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter
ended September 30, 1986.
10.3* -- Employment Agreement dated December 1, 1993 between UST and John J. Bucchignano, an
Executive Officer.
10.4* -- Form of Severance Agreement dated October 27, 1986 between United States Tobacco
Company (subsequently assumed by UST) and nonexecutive officers, incorporated by
reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 1990.
10.5* -- 1982 Stock Option Plan restated as of March 22, 1989, incorporated by reference to
Exhibit 4.1 to Form S-8 Registration Statement filed on April 14, 1989.
10.6* -- 1992 Stock Option Plan, effective as of May 5, 1992, incorporated by reference to
Appendix A to the UST 1992 Notice of Annual Meeting and Proxy Statement dated March
27, 1992.
10.7* -- Incentive Compensation Plan, as restated as of January 1, 1994.
10.8* -- Officers' Supplemental Retirement Plan, as restated as of December 1, 1992,
incorporated by reference to Exhibit 10.7 to Form 10-K for the fiscal year ended
December 31,1992.
10.9 -- Nonemployee Directors' Retirement Plan, effective as of January 1, 1988,
incorporated by reference to Exhibit 10.8 to Form 10-K for the fiscal year ended
December 31, 1992.
13.1 -- Industry Segment Data pertaining to the years 1991 through 1993.
13.2 -- Market for Registrant's Common Equity and Related Stockholder Matters.
13.3 -- Selected Financial Data.
13.4 -- Management's Discussion and Analysis of Financial Condition and Results of
Operations.
13.5 -- Financial Statements and Supplementary Data.
21.1 -- Subsidiaries of UST.
23.1 -- Consent of Independent Auditors.
* Management contract or compensatory plan or arrangement required to be filed
as an exhibit pursuant to Item 14(c) of this Report.