|
Delaware
|
|
001-00123
|
|
61-0143150
|
|
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
|
850 Dixie Highway, Louisville, Kentucky
|
|
40210
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Brown-Forman Corporation Press Release dated December 7, 2016.
|
|
|
BROWN-FORMAN CORPORATION
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date: December 7, 2016
|
/s/ Michael E. Carr, Jr.
|
|
|
Michael E. Carr, Jr.
|
|
|
Vice President, Managing Attorney and Assistant Corporate Secretary
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Brown-Forman Corporation Press Release dated December 7, 2016.
|
|
|
NEWS RELEASE
|
|||
|
PHIL LYNCH
|
|
|
JAY KOVAL
|
|
|
VICE PRESIDENT
|
|
|
VICE PRESIDENT
|
|
|
|
CORPORATE COMMUNICATIONS
|
|
|
INVESTOR RELATIONS
|
|
|
AND PUBLIC RELATIONS
|
|
|
AND COMMUNITY RELATIONS
|
|
|
502-774-7928
|
|
|
502-774-6903
|
|
•
|
Underlying net sales increased
2%
, and improved from 2% in Q1 to
3%
in Q2:
|
|
◦
|
Underlying net sales in the United States and emerging markets improved quarter over quarter
|
|
▪
|
United States 5% (-1% reported) and emerging markets -1% (-13% reported)
|
|
◦
|
Price/mix contributed
one
percentage point to net sales growth
|
|
◦
|
The Jack Daniel’s family of brands grew underlying net sales
2%
(
-1%
reported)
|
|
◦
|
Jack Daniel’s Tennessee Honey grew underlying net sales
2%
(
0%
reported)
|
|
◦
|
The company’s super- and ultra-premium North American whiskey brands
3
experienced strong underlying net sales growth, including
19%
growth from Woodford Reserve (
+12%
reported)
|
|
◦
|
Herradura grew underlying net sales
16%
(
+12%
reported), El Jimador grew underlying net sales
9%
(
+3%
reported) and New Mix RTDs grew underlying net sales
18%
(
+3%
reported)
|
|
•
|
Underlying operating income increased
7%
|
|
•
|
The company repurchased
$442 million
of stock as of October 31, 2016
|
|
3.
|
Diluted earnings per share $1.71 to $1.81 in fiscal 2017, unchanged from the prior outlook, and including foreign exchange headwinds of approximately $0.05 given current spot rates.
|
|
•
|
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
|
||||
|
|
|
|
|
|
|
||||
|
Sales
|
$
|
1,096
|
|
|
$
|
1,055
|
|
|
(4%)
|
|
Excise taxes
|
242
|
|
|
225
|
|
|
(7%)
|
||
|
Net sales
|
854
|
|
|
830
|
|
|
(3%)
|
||
|
Cost of sales
|
268
|
|
|
278
|
|
|
4%
|
||
|
Gross profit
|
586
|
|
|
552
|
|
|
(6%)
|
||
|
Advertising expenses
|
115
|
|
|
107
|
|
|
(6%)
|
||
|
Selling, general, and administrative expenses
|
171
|
|
|
163
|
|
|
(5%)
|
||
|
Other expense (income), net
|
(2
|
)
|
|
(9
|
)
|
|
|
||
|
Operating income
|
302
|
|
|
291
|
|
|
(4%)
|
||
|
Interest expense, net
|
12
|
|
|
15
|
|
|
|
||
|
Income before income taxes
|
290
|
|
|
276
|
|
|
(5%)
|
||
|
Income taxes
|
90
|
|
|
79
|
|
|
|
||
|
Net income
|
$
|
200
|
|
|
$
|
197
|
|
|
(1%)
|
|
|
|
|
|
|
|
||||
|
Earnings per share:
|
|
|
|
|
|
||||
|
Basic
|
$
|
0.49
|
|
|
$
|
0.51
|
|
|
3%
|
|
Diluted
|
$
|
0.49
|
|
|
$
|
0.50
|
|
|
3%
|
|
|
|
|
|
|
|
||||
|
Gross margin
|
68.6
|
%
|
|
66.5
|
%
|
|
|
||
|
Operating margin
|
35.4
|
%
|
|
35.1
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Effective tax rate
|
31.0
|
%
|
|
28.6
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Cash dividends paid per common share
|
$
|
0.1575
|
|
|
$
|
0.1700
|
|
|
|
|
|
|
|
|
|
|
||||
|
Shares (in thousands) used in the
|
|
|
|
|
|
||||
|
calculation of earnings per share
|
|
|
|
|
|
||||
|
Basic
|
408,110
|
|
|
389,050
|
|
|
|
||
|
Diluted
|
410,861
|
|
|
391,848
|
|
|
|
||
|
|
2015
|
|
2016
|
|
Change
|
||||
|
|
|
|
|
|
|
||||
|
Sales
|
$
|
1,995
|
|
|
$
|
1,911
|
|
|
(4%)
|
|
Excise taxes
|
444
|
|
|
420
|
|
|
(5%)
|
||
|
Net sales
|
1,551
|
|
|
1,491
|
|
|
(4%)
|
||
|
Cost of sales
|
475
|
|
|
486
|
|
|
2%
|
||
|
Gross profit
|
1,076
|
|
|
1,005
|
|
|
(7%)
|
||
|
Advertising expenses
|
209
|
|
|
190
|
|
|
(10%)
|
||
|
Selling, general, and administrative expenses
|
340
|
|
|
326
|
|
|
(4%)
|
||
|
Other expense (income), net
|
(2
|
)
|
|
(15
|
)
|
|
|
||
|
Operating income
|
529
|
|
|
504
|
|
|
(5%)
|
||
|
Interest expense, net
|
21
|
|
|
27
|
|
|
|
||
|
Income before income taxes
|
508
|
|
|
477
|
|
|
(6%)
|
||
|
Income taxes
|
152
|
|
|
135
|
|
|
|
||
|
Net income
|
$
|
356
|
|
|
$
|
342
|
|
|
(4%)
|
|
|
|
|
|
|
|
||||
|
Earnings per share:
|
|
|
|
|
|
||||
|
Basic
|
$
|
0.87
|
|
|
$
|
0.87
|
|
|
1%
|
|
Diluted
|
$
|
0.86
|
|
|
$
|
0.87
|
|
|
1%
|
|
|
|
|
|
|
|
||||
|
Gross margin
|
69.4
|
%
|
|
67.4
|
%
|
|
|
||
|
Operating margin
|
34.1
|
%
|
|
33.8
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Effective tax rate
|
29.9
|
%
|
|
28.4
|
%
|
|
|
||
|
|
|
|
|
|
|
||||
|
Cash dividends paid per common share
|
$
|
0.315
|
|
|
$
|
0.340
|
|
|
|
|
|
|
|
|
|
|
||||
|
Shares (in thousands) used in the
|
|
|
|
|
|
||||
|
calculation of earnings per share
|
|
|
|
|
|
||||
|
Basic
|
411,116
|
|
|
390,994
|
|
|
|
||
|
Diluted
|
413,866
|
|
|
393,889
|
|
|
|
||
|
|
|
|
|
|
|
||||
|
|
April 30,
2016 |
|
October 31,
2016 |
||||
|
Assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
263
|
|
|
$
|
211
|
|
|
Accounts receivable, net
|
559
|
|
|
660
|
|
||
|
Inventories
|
1,054
|
|
|
1,286
|
|
||
|
Other current assets
|
357
|
|
|
373
|
|
||
|
Total current assets
|
2,233
|
|
|
2,530
|
|
||
|
|
|
|
|
||||
|
Property, plant, and equipment, net
|
629
|
|
|
651
|
|
||
|
Goodwill
|
590
|
|
|
743
|
|
||
|
Other intangible assets
|
595
|
|
|
640
|
|
||
|
Other assets
|
136
|
|
|
156
|
|
||
|
Total assets
|
$
|
4,183
|
|
|
$
|
4,720
|
|
|
|
|
|
|
||||
|
Liabilities:
|
|
|
|
||||
|
Accounts payable and accrued expenses
|
$
|
501
|
|
|
$
|
554
|
|
|
Accrued income taxes
|
19
|
|
|
13
|
|
||
|
Short-term borrowings
|
271
|
|
|
337
|
|
||
|
Total current liabilities
|
791
|
|
|
904
|
|
||
|
|
|
|
|
||||
|
Long-term debt
|
1,230
|
|
|
1,917
|
|
||
|
Deferred income taxes
|
101
|
|
|
150
|
|
||
|
Accrued postretirement benefits
|
353
|
|
|
335
|
|
||
|
Other liabilities
|
146
|
|
|
131
|
|
||
|
Total liabilities
|
2,621
|
|
|
3,437
|
|
||
|
|
|
|
|
||||
|
Stockholders’ equity
|
1,562
|
|
|
1,283
|
|
||
|
|
|
|
|
||||
|
Total liabilities and stockholders’ equity
|
$
|
4,183
|
|
|
$
|
4,720
|
|
|
|
|
|
|
||||
|
|
2015
|
|
2016
|
||||
|
|
|
|
|
||||
|
Cash provided by operating activities
|
$
|
161
|
|
|
$
|
169
|
|
|
|
|
|
|
||||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisition of business
|
—
|
|
|
(307
|
)
|
||
|
Additions to property, plant, and equipment
|
(65
|
)
|
|
(36
|
)
|
||
|
Other
|
(1
|
)
|
|
(1
|
)
|
||
|
Cash used for investing activities
|
(66
|
)
|
|
(344
|
)
|
||
|
|
|
|
|
||||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Net increase in short-term borrowings
|
113
|
|
|
6
|
|
||
|
Proceeds from long-term debt
|
490
|
|
|
717
|
|
||
|
Debt issuance costs
|
(5
|
)
|
|
(5
|
)
|
||
|
Acquisition of treasury stock
|
(739
|
)
|
|
(442
|
)
|
||
|
Dividends paid
|
(130
|
)
|
|
(134
|
)
|
||
|
Other
|
7
|
|
|
(5
|
)
|
||
|
Cash provided by (used for) financing activities
|
(264
|
)
|
|
137
|
|
||
|
|
|
|
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
(6
|
)
|
|
(14
|
)
|
||
|
|
|
|
|
||||
|
Net decrease in cash and cash equivalents
|
(175
|
)
|
|
(52
|
)
|
||
|
|
|
|
|
||||
|
Cash and cash equivalents, beginning of period
|
370
|
|
|
263
|
|
||
|
|
|
|
|
||||
|
Cash and cash equivalents, end of period
|
$
|
195
|
|
|
$
|
211
|
|
|
|
|
|
|
||||
|
Brown-Forman Corporation
|
|||||||
|
Supplemental Information (Unaudited)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
Fiscal Year Ended
|
|
|
|
|
October 31, 2016
|
|
October 31, 2016
|
|
April 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported change in net sales
|
|
|
(3)%
|
|
(4)%
|
|
(1)%
|
|
Acquisitions & divestitures
|
|
|
2%
|
|
3%
|
|
1%
|
|
Impact of foreign currencies
|
|
|
3%
|
|
2%
|
|
5%
|
|
Estimated net change in distributor inventories
|
|
1%
|
|
1%
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
Underlying change in net sales
|
|
|
3%
|
|
2%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported change in gross profit
|
|
|
(6)%
|
|
(7)%
|
|
(2)%
|
|
Acquisitions & divestitures
|
|
|
4%
|
|
5%
|
|
1%
|
|
Impact of foreign currencies
|
|
|
3%
|
|
3%
|
|
6%
|
|
Estimated net change in distributor inventories
|
|
—%
|
|
1%
|
|
—%
|
|
|
|
|
|
|
|
|
|
|
|
Underlying change in gross profit
|
|
|
2%
|
|
2%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
Reported change in advertising
|
|
|
(6)%
|
|
(10)%
|
|
(4)%
|
|
Acquisitions & divestitures
|
|
|
9%
|
|
9%
|
|
2%
|
|
Impact of foreign currencies
|
|
|
1%
|
|
2%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
Underlying change in advertising
|
|
|
4%
|
|
1%
|
|
2%
|
|
|
|
|
|
|
|
|
|
|
Reported change in SG&A
|
|
|
(5)%
|
|
(4)%
|
|
(1)%
|
|
Acquisitions & divestitures
|
|
|
—%
|
|
—%
|
|
—%
|
|
Impact of foreign currencies
|
|
|
1%
|
|
2%
|
|
4%
|
|
|
|
|
|
|
|
|
|
|
Underlying change in SG&A
|
|
|
(3)%
|
|
(3)%
|
|
2%
|
|
|
|
|
|
|
|
|
|
|
Reported change in operating income
|
|
|
(4)%
|
|
(5)%
|
|
49%
|
|
Acquisitions & divestitures
|
|
|
5%
|
|
7%
|
|
(46)%
|
|
Impact of foreign currencies
|
|
|
5%
|
|
3%
|
|
4%
|
|
Estimated net change in distributor inventories
|
|
2%
|
|
2%
|
|
1%
|
|
|
|
|
|
|
|
|
|
|
|
Underlying change in operating income
|
|
|
8%
|
|
7%
|
|
8%
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
•
|
“Acquisitions and divestitures.” On January 14, 2016, we reached an agreement to sell our Southern Comfort and Tuaca brands and related assets to Sazerac Company, Inc. The transaction closed March 1, 2016, for $543 million in cash (subject to a post-closing inventory adjustment), which resulted in a gain of $485 million in the fourth quarter of fiscal 2016. On June 1, 2016, we acquired The BenRiach Distillery Company Limited (BenRiach) for aggregate consideration of $407 million, consisting of a purchase price of $341 million and $66 million in assumed debt and transaction-related obligations that we have since paid. The acquisition, which brought three single malt Scotch whisky brands into our whiskey portfolio, included brand trademarks, inventories, three malt distilleries, a bottling plant, and BenRiach’s headquarters in Edinburgh, Scotland.This adjustment removes (a) transaction-related costs for the acquisition and divestiture and (b) operating activity for the acquisition and divestiture for the non-comparable period, which is fiscal 2016 activity for Southern Comfort and Tuaca and fiscal 2017 activity for Southern Comfort, Tuaca, and BenRiach. We believe that these adjustments allow us to understand better our underlying results on a comparable basis.
|
|
|
% Change vs. FY2016
|
|||||
|
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
|
4%
|
2%
|
(1)%
|
3%
|
—%
|
2%
|
|
Jack Daniel’s Tennessee Whiskey
|
0%
|
0%
|
(2)%
|
3%
|
1%
|
2%
|
|
Jack Daniel’s Tennessee Honey
|
4%
|
4%
|
—%
|
3%
|
(1)%
|
2%
|
|
Other Jack Daniel’s Whiskey Brands
4
|
8%
|
8%
|
6%
|
2%
|
(3)%
|
5%
|
|
Jack Daniel’s RTD/RTP
5
|
8%
|
8%
|
—%
|
5%
|
—%
|
5%
|
|
Finlandia
|
(2)%
|
(2)%
|
(17)%
|
2%
|
11%
|
(4)%
|
|
el Jimador
6
|
6%
|
6%
|
3%
|
4%
|
2%
|
9%
|
|
New Mix RTD
7
|
10%
|
10%
|
3%
|
16%
|
—%
|
18%
|
|
Herradura
8
|
16%
|
16%
|
12%
|
7%
|
(3)%
|
16%
|
|
Woodford Reserve
|
20%
|
20%
|
12%
|
1%
|
6%
|
19%
|
|
Canadian Mist
|
(11)%
|
(11)%
|
(14)%
|
—%
|
—%
|
(14)%
|
|
Rest of Brand Portfolio (excl. Discontinued Brands)
|
(1)%
|
(1)%
|
(1)%
|
1%
|
1%
|
4%
|
|
Total Portfolio
9
|
4%
|
1%
|
(4)%
|
2%
|
1%
|
2%
|