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Delaware
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002-26821
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61-0143150
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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850 Dixie Highway, Louisville, Kentucky
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40210
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(Address of Principal Executive Offices)
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(Zip Code)
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Exhibit No.
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Description
|
|
99.1
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|
Brown-Forman Corporation Press Release dated March 2, 2016.
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BROWN-FORMAN CORPORATION
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(Registrant)
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Date: March 2, 2016
|
/s/ Michael E. Carr, Jr.
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|
Michael E. Carr, Jr.
|
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Assistant Vice President, Senior Attorney and Assistant Corporate Secretary
|
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Exhibit No.
|
|
Description
|
|
99.1
|
|
Brown-Forman Corporation Press Release dated March 2, 2016.
|
|
|
NEWS RELEASE
|
|||
|
PHIL LYNCH
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|
|
JAY KOVAL
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|
VICE PRESIDENT
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VICE PRESIDENT
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|
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DIRECTOR CORPORATE COMMUNICATIONS
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DIRECTOR INVESTOR
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AND PUBLIC RELATIONS
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RELATIONS
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502-774-7928
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502-774-6903
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•
|
Underlying net sales increased 5%:
|
|
◦
|
Price/mix contributed four percentage points to net sales growth and gross margin grew 40bps
|
|
◦
|
The Jack Daniel’s family of brands grew underlying net sales 7% (-1% reported)
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◦
|
Jack Daniel’s Tennessee Honey grew underlying net sales 11% (+2% reported)
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◦
|
The company’s super- and ultra-premium whiskey brands
3
grew underlying net sales double digits, including 29% underlying net sales growth from Woodford Reserve (+30% reported)
|
|
◦
|
Herradura grew underlying net sales 12% (0% reported), El Jimador grew underlying net sales 4% (-7% reported) and New Mix RTDs grew underlying net sales 25% (+4% reported)
|
|
◦
|
Developed markets grew underlying net sales 6% (+1% reported), in-line with trends through the first half of fiscal 2016 as well as results in fiscal 2015
|
|
•
|
Underlying operating income increased 7%
|
|
•
|
On January 14, 2016, the company announced the $542 million sale of Southern Comfort and Tuaca, which closed on March 1, 2016. Underlying net sales for these brands declined 6% (-11% reported)
|
|
•
|
On January 28, 2016, the company announced a new buyback authorization of $1 billion.
|
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◦
|
The company has returned almost $1 billion to shareholders in the first nine months of fiscal 2016, including share repurchases of $762 million and dividends of $199 million.
|
|
3.
|
Diluted earnings per share of $3.32 to $3.42 in fiscal 2016, excluding the approximate $483 million gain on sale from Southern Comfort. Including the anticipated gain, earnings per share is forecast to be $4.97 to $5.07. This tightened EPS range incorporates six cents of additional foreign exchange headwinds, four cents due to the absence of earnings from divested brands
*
, three cents due to the one point reduction in underlying operating income growth, offset by five cents due to a lower expected tax rate and share count.
|
|
•
|
Unfavorable global or regional economic conditions, and related low consumer confidence, high unemployment, weak
credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political
instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations
|
|
•
|
Risks associated with being a U.S.-based company with global operations, including commercial, political and financial risks; local labor policies and conditions; protectionist trade policies or economic or trade sanctions; compliance with local trade practices and other regulations, including anti-corruption laws; terrorism; and health pandemics
|
|
•
|
Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar
|
|
•
|
Changes in laws, regulations, or policies - especially those that affect the production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products
|
|
•
|
Tax rate changes (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, capital gains) or changes in related reserves, changes in tax rules (for example, LIFO, foreign income deferral, U.S. manufacturing and other deductions) or accounting standards, and the unpredictability and suddenness with which they can occur
|
|
•
|
Dependence upon the continued growth of the Jack Daniel’s family of brands
|
|
•
|
Changes in consumer preferences, consumption or purchase patterns - particularly away from larger producers in favor of smaller distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; bar, restaurant, travel or other on-premise declines; shifts in demographic trends; unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation
|
|
•
|
Decline in the social acceptability of beverage alcohol products in significant markets
|
|
•
|
Production facility, aging warehouse or supply chain disruption
|
|
•
|
Imprecision in supply/demand forecasting
|
|
•
|
Higher costs, lower quality or unavailability of energy, water, raw materials, product ingredients, labor or finished goods
|
|
•
|
Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher implementation-related or fixed costs
|
|
•
|
Inventory fluctuations in our products by distributors, wholesalers, or retailers
|
|
•
|
Competitors’ consolidation or other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets or distribution networks
|
|
•
|
Risks associated with acquisitions, dispositions, business partnerships or investments - such as acquisition integration, or termination difficulties or costs, or impairment in recorded value
|
|
•
|
Inadequate protection of our intellectual property rights
|
|
•
|
Product recalls or other product liability claims; product counterfeiting, tampering, contamination, or product quality issues
|
|
•
|
Significant legal disputes and proceedings; government investigations (particularly of industry or company business, trade or marketing practices)
|
|
•
|
Failure or breach of key information technology systems
|
|
•
|
Negative publicity related to our company, brands, marketing, personnel, operations, business performance or prospects
|
|
•
|
Failure to attract or retain key executive or employee talent
|
|
•
|
Our status as a family “controlled company” under New York Stock Exchange rules
|
|
|
2015
|
|
2016
|
|
Change
|
||||
|
|
|
|
|
|
|
||||
|
Net sales
|
$
|
1,093
|
|
|
$
|
1,083
|
|
|
(1%)
|
|
Excise taxes
|
280
|
|
|
274
|
|
|
(2%)
|
||
|
Cost of sales
|
260
|
|
|
254
|
|
|
(2%)
|
||
|
Gross profit
|
553
|
|
|
555
|
|
|
0%
|
||
|
Advertising expenses
|
112
|
|
|
107
|
|
|
(4%)
|
||
|
Selling, general, and administrative expenses
|
163
|
|
|
167
|
|
|
2%
|
||
|
Other expense (income), net
|
6
|
|
|
3
|
|
|
|
||
|
Operating income
|
272
|
|
|
278
|
|
|
2%
|
||
|
Interest expense, net
|
6
|
|
|
12
|
|
|
|
||
|
Income before income taxes
|
266
|
|
|
266
|
|
|
0%
|
||
|
Income taxes
|
80
|
|
|
76
|
|
|
|
||
|
Net income
|
$
|
186
|
|
|
$
|
190
|
|
|
2%
|
|
|
|
|
|
|
|
||||
|
Earnings per share:
|
|
|
|
|
|
||||
|
Basic
|
$
|
0.88
|
|
|
$
|
0.94
|
|
|
7%
|
|
Diluted
|
$
|
0.87
|
|
|
$
|
0.94
|
|
|
7%
|
|
|
|
|
|
|
|
||||
|
Gross margin
|
50.6
|
%
|
|
51.3
|
%
|
|
|
||
|
Operating margin
|
24.9
|
%
|
|
25.7
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Effective tax rate
|
30.0
|
%
|
|
28.8
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Cash dividends paid per common share
|
$
|
0.315
|
|
|
$
|
0.340
|
|
|
|
|
|
|
|
|
|
|
||||
|
Shares (in thousands) used in the
|
|
|
|
|
|
||||
|
calculation of earnings per share
|
|
|
|
|
|
||||
|
Basic
|
211,126
|
|
|
201,182
|
|
|
|
||
|
Diluted
|
212,606
|
|
|
202,390
|
|
|
|
||
|
|
2015
|
|
2016
|
|
Change
|
||||
|
|
|
|
|
|
|
||||
|
Net sales
|
$
|
3,149
|
|
|
$
|
3,078
|
|
|
(2%)
|
|
Excise taxes
|
754
|
|
|
718
|
|
|
(5%)
|
||
|
Cost of sales
|
738
|
|
|
729
|
|
|
(1%)
|
||
|
Gross profit
|
1,657
|
|
|
1,631
|
|
|
(2%)
|
||
|
Advertising expenses
|
334
|
|
|
317
|
|
|
(5%)
|
||
|
Selling, general, and administrative expenses
|
512
|
|
|
507
|
|
|
(1%)
|
||
|
Other expense (income), net
|
16
|
|
|
—
|
|
|
|
||
|
Operating income
|
795
|
|
|
807
|
|
|
2%
|
||
|
Interest expense, net
|
20
|
|
|
33
|
|
|
|
||
|
Income before income taxes
|
775
|
|
|
774
|
|
|
0%
|
||
|
Income taxes
|
232
|
|
|
229
|
|
|
|
||
|
Net income
|
$
|
543
|
|
|
$
|
545
|
|
|
0%
|
|
|
|
|
|
|
|
||||
|
Earnings per share:
|
|
|
|
|
|
||||
|
Basic
|
$
|
2.56
|
|
|
$
|
2.67
|
|
|
4%
|
|
Diluted
|
$
|
2.54
|
|
|
$
|
2.65
|
|
|
4%
|
|
|
|
|
|
|
|
||||
|
Gross margin
|
52.6
|
%
|
|
53.0
|
%
|
|
|
||
|
Operating margin
|
25.2
|
%
|
|
26.2
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Effective tax rate
|
29.9
|
%
|
|
29.5
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Cash dividends paid per common share
|
$
|
0.895
|
|
|
$
|
0.970
|
|
|
|
|
|
|
|
|
|
|
||||
|
Shares (in thousands) used in the
|
|
|
|
|
|
||||
|
calculation of earnings per share
|
|
|
|
|
|
||||
|
Basic
|
212,189
|
|
|
204,242
|
|
|
|
||
|
Diluted
|
213,701
|
|
|
205,576
|
|
|
|
||
|
|
April 30,
2015 |
|
January 31,
2016 |
||||
|
Assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
370
|
|
|
$
|
317
|
|
|
Accounts receivable, net
|
583
|
|
|
630
|
|
||
|
Inventories
|
953
|
|
|
1,031
|
|
||
|
Assets held for sale
|
—
|
|
|
48
|
|
||
|
Other current assets
|
348
|
|
|
379
|
|
||
|
Total current assets
|
2,254
|
|
|
2,405
|
|
||
|
|
|
|
|
||||
|
Property, plant, and equipment, net
|
586
|
|
|
621
|
|
||
|
Goodwill
|
607
|
|
|
589
|
|
||
|
Other intangible assets
|
611
|
|
|
582
|
|
||
|
Other assets
|
130
|
|
|
136
|
|
||
|
Total assets
|
$
|
4,188
|
|
|
$
|
4,333
|
|
|
|
|
|
|
||||
|
Liabilities:
|
|
|
|
||||
|
Accounts payable and accrued expenses
|
$
|
497
|
|
|
$
|
498
|
|
|
Dividends payable
|
—
|
|
|
68
|
|
||
|
Accrued income taxes
|
12
|
|
|
17
|
|
||
|
Short-term borrowings
|
190
|
|
|
509
|
|
||
|
Current portion of long-term debt
|
250
|
|
|
—
|
|
||
|
Other current liabilities
|
9
|
|
|
8
|
|
||
|
Total current liabilities
|
958
|
|
|
1,100
|
|
||
|
|
|
|
|
||||
|
Long-term debt
|
743
|
|
|
1,229
|
|
||
|
Deferred income taxes
|
107
|
|
|
138
|
|
||
|
Accrued postretirement benefits
|
311
|
|
|
305
|
|
||
|
Other liabilities
|
164
|
|
|
144
|
|
||
|
Total liabilities
|
2,283
|
|
|
2,916
|
|
||
|
|
|
|
|
||||
|
Stockholders’ equity
|
1,905
|
|
|
1,417
|
|
||
|
|
|
|
|
||||
|
Total liabilities and stockholders’ equity
|
$
|
4,188
|
|
|
$
|
4,333
|
|
|
|
|
|
|
||||
|
|
2015
|
|
2016
|
||||
|
|
|
|
|
||||
|
Cash provided by operating activities
|
$
|
375
|
|
|
$
|
448
|
|
|
|
|
|
|
||||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Additions to property, plant, and equipment
|
(92
|
)
|
|
(88
|
)
|
||
|
Other
|
(4
|
)
|
|
(2
|
)
|
||
|
Cash used for investing activities
|
(96
|
)
|
|
(90
|
)
|
||
|
|
|
|
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Net increase in short-term borrowings
|
1
|
|
|
319
|
|
||
|
Repayment of long-term debt
|
—
|
|
|
(250
|
)
|
||
|
Proceeds from long-term debt
|
—
|
|
|
490
|
|
||
|
Debt issuance costs
|
—
|
|
|
(5
|
)
|
||
|
Acquisition of treasury stock
|
(271
|
)
|
|
(762
|
)
|
||
|
Dividends paid
|
(190
|
)
|
|
(199
|
)
|
||
|
Other
|
11
|
|
|
7
|
|
||
|
Cash provided by (used for) financing activities
|
(449
|
)
|
|
(400
|
)
|
||
|
|
|
|
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(17
|
)
|
|
(11
|
)
|
||
|
|
|
|
|
||||
|
Net decrease in cash and cash equivalents
|
(187
|
)
|
|
(53
|
)
|
||
|
|
|
|
|
||||
|
Cash and cash equivalents, beginning of period
|
437
|
|
|
370
|
|
||
|
|
|
|
|
||||
|
Cash and cash equivalents, end of period
|
$
|
250
|
|
|
$
|
317
|
|
|
|
|
|
|
||||
|
Brown-Forman Corporation
|
|||||||
|
Supplemental Information (Unaudited)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Fiscal Year Ended
|
|
|
|
|
January 31, 2016
|
|
January 31, 2016
|
|
April 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported change in net sales
|
|
|
(1)%
|
|
(2)%
|
|
4%
|
|
Impact of foreign currencies
|
|
|
6%
|
|
8%
|
|
3%
|
|
Estimated net change in distributor inventories
|
|
(1)%
|
|
—%
|
|
(1)%
|
|
|
|
|
|
|
|
|
|
|
|
Underlying change in net sales
|
|
|
4%
|
|
5%
|
|
6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported change in gross profit
|
|
|
—%
|
|
(2)%
|
|
5%
|
|
Impact of foreign currencies
|
|
|
6%
|
|
7%
|
|
3%
|
|
Estimated net change in distributor inventories
|
|
(2)%
|
|
—%
|
|
(1)%
|
|
|
|
|
|
|
|
|
|
|
|
Underlying change in gross profit
|
|
|
4%
|
|
5%
|
|
7%
|
|
|
|
|
|
|
|
|
|
|
Reported change in advertising
|
|
|
(4)%
|
|
(5)%
|
|
—%
|
|
Impact of foreign currencies
|
|
|
5%
|
|
6%
|
|
4%
|
|
|
|
|
|
|
|
|
|
|
Underlying change in advertising
|
|
|
1%
|
|
1%
|
|
4%
|
|
|
|
|
|
|
|
|
|
|
Reported change in SG&A
|
|
|
2%
|
|
(1)%
|
|
2%
|
|
Impact of foreign currencies
|
|
|
4%
|
|
5%
|
|
2%
|
|
Sale of Southern Comfort and Tuaca
|
|
(2)%
|
|
(1)%
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
Underlying change in SG&A
|
|
|
5%
|
|
4%
|
|
4%
|
|
|
|
|
|
|
|
|
|
|
Reported change in operating income
|
|
|
2%
|
|
2%
|
|
6%
|
|
Impact of foreign currencies
|
|
|
6%
|
|
5%
|
|
6%
|
|
Estimated net change in distributor inventories
|
|
(4)%
|
|
—%
|
|
(3)%
|
|
|
Sale of Southern Comfort and Tuaca
|
|
1%
|
|
—%
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
Underlying change in operating income
|
|
|
5%
|
|
7%
|
|
9%
|
|
|
|
|
|
|
|
|
|
|
Note: Totals may differ due to rounding
|
|
|
|
|
|
|
|
|
•
|
“Foreign exchange.” We calculate the percentage change in our income statement line-items in accordance with GAAP and adjust to exclude the cost or benefit of currency fluctuations. Adjusting for foreign exchange allows us to understand our business on a constant dollar basis, as fluctuations in exchange rates can distort the underlying trend both positively and negatively. (In this press release, “dollar” always means the U.S. dollar unless clearly denoted otherwise.) To eliminate the effect of foreign exchange fluctuations when comparing across periods, we translate current year results at prior-year rates.
|
|
•
|
“Estimated net change in trade inventories.” This term refers to the estimated net effect of changes in distributor inventories on changes in our measures. For each period being compared, we estimate the effect of distributor inventory changes on our results using depletion information provided to us by our distributors. We believe that this adjustment reduces the effect of varying levels of distributor inventories on changes in our measures and allows to understand better our underlying results and trends.
|
|
•
|
On January 14, 2016, we announced that we had reached an agreement to sell our Southern Comfort and Tuaca brands and related assets to Sazerac Company, Inc. The sale closed March 1, 2016 for approximately $542 million in cash (subject to a post-closing inventory adjustment), which we expect will result in an estimated one-time operating income gain of approximately $483 million in the fourth quarter of fiscal 2016. This adjustment removes transaction-related costs for this sale from our results. We believe that this adjustment allows us to understand better our underlying results after the sale of these brands.
|
|
|
% Change vs. FY2015
|
|||||
|
Brand
|
Depletions
1
|
Net Sales
2
|
||||
|
9-Liter
|
Equivalent Conversion
3
|
Reported
|
Foreign Exchange
|
Net Change in Est. Distributor Inventories
|
Underlying
|
|
|
Jack Daniel’s Family
|
5%
|
5%
|
(1)%
|
7%
|
—%
|
7%
|
|
Jack Daniel’s Tennessee Whiskey
|
2%
|
2%
|
(3)%
|
7%
|
—%
|
4%
|
|
Jack Daniel’s Tennessee Honey
|
10%
|
10%
|
2%
|
6%
|
2%
|
11%
|
|
Other Jack Daniel’s Whiskey Brands
4
|
45%
|
45%
|
25%
|
6%
|
6%
|
38%
|
|
Jack Daniel’s RTD/RTP
5
|
4%
|
4%
|
(9)%
|
12%
|
—%
|
4%
|
|
Southern Comfort
|
(7)%
|
(7)%
|
(10)%
|
3%
|
1%
|
(6)%
|
|
Finlandia
|
(13)%
|
(10)%
|
(17)%
|
14%
|
(2)%
|
(5)%
|
|
el Jimador
6
|
(5)%
|
(4)%
|
(7)%
|
10%
|
2%
|
4%
|
|
New Mix RTD
7
|
17%
|
17%
|
4%
|
21%
|
0%
|
25%
|
|
Herradura
8
|
6%
|
6%
|
—%
|
12%
|
—%
|
12%
|
|
Woodford Reserve
|
27%
|
27%
|
30%
|
2%
|
(3)%
|
29%
|
|
Canadian Mist
|
(11)%
|
(11)%
|
(11)%
|
0%
|
1%
|
(10)%
|
|
Rest of Brand Portfolio (excl. Discontinued Brands)
|
(2)%
|
(2)%
|
(2)%
|
6%
|
(1)%
|
3%
|
|
Total Portfolio
|
3%
|
1%
|
(2)%
|
8%
|
—%
|
5%
|