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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brown Forman Corp | NYSE:BF.B | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.40 | -0.91% | 43.52 | 44.22 | 43.22 | 43.73 | 1,011,153 | 19:42:10 |
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
61-0143150
|
(State or other jurisdiction of
|
(IRS Employer
|
incorporation or organization)
|
Identification No.)
|
|
|
850 Dixie Highway
|
|
Louisville, Kentucky
|
40210
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
þ
|
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
|
Emerging growth company
|
¨
|
Class A Common Stock ($.15 par value, voting)
|
169,061,063
|
|
Class B Common Stock ($.15 par value, nonvoting)
|
215,209,950
|
|
BROWN-FORMAN CORPORATION
|
||
Index to Quarterly Report Form 10-Q
|
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Page
|
|
|
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Item 1.
|
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|
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Item 2.
|
||
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|
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Item 3.
|
||
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|
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Item 4.
|
||
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Item 1.
|
||
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|
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Item 1A.
|
||
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Item 2.
|
||
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|
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Item 3.
|
||
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Item 4.
|
||
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Item 5.
|
||
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Item 6.
|
||
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|
|
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Three Months Ended
|
||||||
|
July 31,
|
||||||
|
2016
|
|
2017
|
||||
Sales
|
$
|
856
|
|
|
$
|
929
|
|
Excise taxes
|
195
|
|
|
206
|
|
||
Net sales
|
661
|
|
|
723
|
|
||
Cost of sales
|
208
|
|
|
230
|
|
||
Gross profit
|
453
|
|
|
493
|
|
||
Advertising expenses
|
82
|
|
|
89
|
|
||
Selling, general, and administrative expenses
|
163
|
|
|
161
|
|
||
Other expense (income), net
|
(5
|
)
|
|
(1
|
)
|
||
Operating income
|
213
|
|
|
244
|
|
||
Interest income
|
1
|
|
|
1
|
|
||
Interest expense
|
13
|
|
|
16
|
|
||
Income before income taxes
|
201
|
|
|
229
|
|
||
Income taxes
|
57
|
|
|
51
|
|
||
Net income
|
$
|
144
|
|
|
$
|
178
|
|
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.37
|
|
|
$
|
0.46
|
|
Diluted
|
$
|
0.36
|
|
|
$
|
0.46
|
|
Cash dividends per common share:
|
|
|
|
||||
Declared
|
$
|
0.3400
|
|
|
$
|
0.3650
|
|
Paid
|
$
|
0.1700
|
|
|
$
|
0.1825
|
|
|
Three Months Ended
|
||||||
|
July 31,
|
||||||
|
2016
|
|
2017
|
||||
Net income
|
$
|
144
|
|
|
$
|
178
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Currency translation adjustments
|
(67
|
)
|
|
34
|
|
||
Cash flow hedge adjustments
|
12
|
|
|
(23
|
)
|
||
Postretirement benefits adjustments
|
3
|
|
|
3
|
|
||
Net other comprehensive income (loss)
|
(52
|
)
|
|
14
|
|
||
Comprehensive income
|
$
|
92
|
|
|
$
|
192
|
|
|
April 30,
2017 |
|
July 31,
2017 |
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
182
|
|
|
$
|
238
|
|
Accounts receivable, less allowance for doubtful accounts of $7 at April 30 and July 31
|
557
|
|
|
576
|
|
||
Inventories:
|
|
|
|
||||
Barreled whiskey
|
873
|
|
|
895
|
|
||
Finished goods
|
186
|
|
|
217
|
|
||
Work in process
|
119
|
|
|
117
|
|
||
Raw materials and supplies
|
92
|
|
|
108
|
|
||
Total inventories
|
1,270
|
|
|
1,337
|
|
||
Other current assets
|
342
|
|
|
352
|
|
||
Total current assets
|
2,351
|
|
|
2,503
|
|
||
Property, plant and equipment, net
|
713
|
|
|
719
|
|
||
Goodwill
|
753
|
|
|
755
|
|
||
Other intangible assets
|
641
|
|
|
661
|
|
||
Deferred tax assets
|
16
|
|
|
17
|
|
||
Other assets
|
151
|
|
|
147
|
|
||
Total assets
|
$
|
4,625
|
|
|
$
|
4,802
|
|
Liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
501
|
|
|
$
|
454
|
|
Dividends payable
|
—
|
|
|
70
|
|
||
Accrued income taxes
|
9
|
|
|
57
|
|
||
Short-term borrowings
|
211
|
|
|
258
|
|
||
Current portion of long-term debt
|
249
|
|
|
250
|
|
||
Total current liabilities
|
970
|
|
|
1,089
|
|
||
Long-term debt
|
1,689
|
|
|
1,720
|
|
||
Deferred tax liabilities
|
152
|
|
|
135
|
|
||
Accrued pension and other postretirement benefits
|
314
|
|
|
298
|
|
||
Other liabilities
|
130
|
|
|
140
|
|
||
Total liabilities
|
3,255
|
|
|
3,382
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
||||
Common stock:
|
|
|
|
||||
Class A, voting, $0.15 par value (170,000,000 shares authorized; 170,000,000 shares issued at April 30 and July 31)
|
25
|
|
|
25
|
|
||
Class B, nonvoting, $0.15 par value (400,000,000 shares authorized; 284,627,000 shares and 217,627,000 shares issued at April 30 and July 31, respectively)
|
43
|
|
|
33
|
|
||
Additional paid-in capital
|
65
|
|
|
47
|
|
||
Retained earnings
|
4,470
|
|
|
1,824
|
|
||
Accumulated other comprehensive income (loss), net of tax
|
(390
|
)
|
|
(376
|
)
|
||
Treasury stock, at cost (70,540,000 and 3,356,000 shares at April 30 and July 31, respectively)
|
(2,843
|
)
|
|
(133
|
)
|
||
Total stockholders’ equity
|
1,370
|
|
|
1,420
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,625
|
|
|
$
|
4,802
|
|
|
Three Months Ended
|
||||||
|
July 31,
|
||||||
|
2016
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
144
|
|
|
$
|
178
|
|
Adjustments to reconcile net income to net cash provided by operations:
|
|
|
|
||||
Depreciation and amortization
|
15
|
|
|
15
|
|
||
Stock-based compensation expense
|
4
|
|
|
4
|
|
||
Deferred income taxes
|
(11
|
)
|
|
(3
|
)
|
||
Changes in assets and liabilities, excluding the effects of acquisition of business
|
(24
|
)
|
|
(92
|
)
|
||
Cash provided by operating activities
|
128
|
|
|
102
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of business, net of cash acquired
|
(307
|
)
|
|
—
|
|
||
Additions to property, plant, and equipment
|
(16
|
)
|
|
(28
|
)
|
||
Computer software expenditures
|
(1
|
)
|
|
—
|
|
||
Cash used for investing activities
|
(324
|
)
|
|
(28
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net change in short-term borrowings
|
(43
|
)
|
|
45
|
|
||
Proceeds from long-term debt
|
717
|
|
|
—
|
|
||
Debt issuance costs
|
(5
|
)
|
|
—
|
|
||
Net payments related to exercise of stock-based awards
|
(3
|
)
|
|
(5
|
)
|
||
Acquisition of treasury stock
|
(201
|
)
|
|
(1
|
)
|
||
Dividends paid
|
(67
|
)
|
|
(70
|
)
|
||
Cash provided by (used for) financing activities
|
398
|
|
|
(31
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(6
|
)
|
|
13
|
|
||
Net increase in cash and cash equivalents
|
196
|
|
|
56
|
|
||
Cash and cash equivalents, beginning of period
|
263
|
|
|
182
|
|
||
Cash and cash equivalents, end of period
|
$
|
459
|
|
|
$
|
238
|
|
•
|
In February 2016, the FASB issued a new standard on accounting for leases. Under the new standard, a lessee should recognize on its balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The standard permits an entity to make an accounting policy election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard, which also requires additional quantitative and qualitative disclosures about leasing arrangements, will become effective for us beginning fiscal 2020. It is to be applied using a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements.
|
•
|
In August 2016, the FASB issued new guidance on the classification of certain cash receipts and cash payments on the statement of cash flows. The new guidance, which addresses eight specific cash flow classification issues, is intended to reduce diversity in practice. It will become effective for us beginning fiscal 2019 and is to be applied retrospectively.
|
•
|
In October 2016, the FASB issued revised guidance that requires the recognition of the income tax consequences (expense or benefit) of an intercompany transfer of assets other than inventory when the transfer occurs. It maintains
|
•
|
In January 2017, the FASB issued updated guidance that eliminates the second step of the existing two-step quantitative test of goodwill for impairment. Under the new guidance, the quantitative test will consist of a single step in which the carrying amount of the reporting unit will be compared to its fair value. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the amount of the impairment would be limited to the total amount of goodwill allocated to the reporting unit. The guidance does not affect the existing option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. It will become effective for us beginning fiscal 2021 and is to be applied prospectively.
|
•
|
In March 2017, the FASB issued new guidance for the presentation of the net periodic cost (NPC) associated with pension and other postretirement benefit plans. The guidance requires the service cost component of the NPC to be reported in the income statement in the same line item(s) as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of the NPC are to be presented separately from the service cost and outside of income from operations. In addition, the guidance allows only the service cost component of NPC to be eligible for capitalization when applicable. The guidance will become effective for us beginning fiscal 2019. It is to be applied retrospectively for the presentation in the income statement and prospectively, on and after the effective date, for the capitalization of service cost.
|
|
Three Months Ended
|
||||||
|
July 31,
|
||||||
(Dollars in millions, except per share amounts)
|
2016
|
|
2017
|
||||
Net income available to common stockholders
|
$
|
144
|
|
|
$
|
178
|
|
Share data (in thousands):
|
|
|
|
||||
Basic average common shares outstanding
|
393,018
|
|
|
384,038
|
|
||
Dilutive effect of stock-based awards
|
2,991
|
|
|
2,349
|
|
||
Diluted average common shares outstanding
|
396,009
|
|
|
386,387
|
|
||
|
|
|
|
||||
Basic earnings per share
|
$
|
0.37
|
|
|
$
|
0.46
|
|
Diluted earnings per share
|
$
|
0.36
|
|
|
$
|
0.46
|
|
(Principal and carrying amounts in millions)
|
April 30,
2017 |
|
July 31,
2017 |
||||
1.00% notes, $250 principal amount, due January 15, 2018
|
$
|
249
|
|
|
$
|
250
|
|
2.25% notes, $250 principal amount, due January 15, 2023
|
248
|
|
|
248
|
|
||
1.20% notes, €300 principal amount, due July 7, 2026
|
324
|
|
|
350
|
|
||
2.60% notes, £300 principal amount, due July 7, 2028
|
383
|
|
|
388
|
|
||
3.75% notes, $250 principal amount, due January 15, 2043
|
248
|
|
|
248
|
|
||
4.50% notes, $500 principal amount, due July 15, 2045
|
486
|
|
|
486
|
|
||
|
1,938
|
|
|
1,970
|
|
||
Less current portion
|
249
|
|
|
250
|
|
||
|
$
|
1,689
|
|
|
$
|
1,720
|
|
|
Three Months Ended
|
||||||
|
July 31,
|
||||||
(Dollars in millions)
|
2016
|
|
2017
|
||||
Pension Benefits
:
|
|
|
|
||||
Service cost
|
$
|
6
|
|
|
$
|
6
|
|
Interest cost
|
9
|
|
|
8
|
|
||
Expected return on plan assets
|
(10
|
)
|
|
(10
|
)
|
||
Amortization of net actuarial loss
|
6
|
|
|
5
|
|
||
Net cost
|
$
|
11
|
|
|
$
|
9
|
|
|
|
|
|
||||
Other Postretirement Benefits
:
|
|
|
|
||||
Interest cost
|
$
|
1
|
|
|
$
|
1
|
|
Amortization of prior service cost (credit)
|
(1
|
)
|
|
(1
|
)
|
||
Net cost
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Level 1
–
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
|
•
|
Level 2
–
Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in inactive markets; or other inputs that are observable or can be derived from or corroborated by observable market data.
|
•
|
Level 3
–
Unobservable inputs that are supported by little or no market activity.
|
(Dollars in millions)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||
April 30, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
25
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
||||
Short-term borrowings
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||
Current portion of long-term debt
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
||||
Long-term debt
|
|
—
|
|
|
1,752
|
|
|
—
|
|
|
1,752
|
|
||||
July 31, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||
Short-term borrowings
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||
Current portion of long-term debt
|
|
—
|
|
|
250
|
|
|
—
|
|
|
250
|
|
||||
Long-term debt
|
|
—
|
|
|
1,792
|
|
|
—
|
|
|
1,792
|
|
|
April 30, 2017
|
|
July 31, 2017
|
||||||||||||
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
(Dollars in millions)
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
182
|
|
|
$
|
182
|
|
|
$
|
238
|
|
|
$
|
238
|
|
Currency derivatives
|
25
|
|
|
25
|
|
|
9
|
|
|
9
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Currency derivatives
|
10
|
|
|
10
|
|
|
28
|
|
|
28
|
|
||||
Short-term borrowings
|
211
|
|
|
211
|
|
|
258
|
|
|
258
|
|
||||
Current portion of long-term debt
|
249
|
|
|
249
|
|
|
250
|
|
|
250
|
|
||||
Long-term debt
|
1,689
|
|
|
1,752
|
|
|
1,720
|
|
|
1,792
|
|
|
|
Three Months Ended
|
||||||
|
|
July 31,
|
||||||
(Dollars in millions)
|
Classification
|
2016
|
|
2017
|
||||
Derivative Instruments
|
|
|
|
|
||||
Currency derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
||
Net gain (loss) recognized in AOCI
|
n/a
|
$
|
29
|
|
|
$
|
(36
|
)
|
Net gain (loss) reclassified from AOCI into earnings
|
Net sales
|
10
|
|
|
2
|
|
||
Currency derivatives designated as net investment hedge:
|
|
|
|
|
||||
Net gain (loss) recognized in AOCI
|
n/a
|
8
|
|
|
—
|
|
||
Currency derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
Net gain (loss) recognized in earnings
|
Net sales
|
1
|
|
|
(3
|
)
|
||
Net gain (loss) recognized in earnings
|
Other income
|
(5
|
)
|
|
9
|
|
||
Non-Derivative Hedging Instruments
|
|
|
|
|
||||
Foreign currency-denominated debt designated as net investment hedge:
|
|
|
|
|
||||
Net gain (loss) recognized in AOCI
|
n/a
|
(10
|
)
|
|
(16
|
)
|
||
Foreign currency-denominated debt not designated as hedging instrument:
|
|
|
|
|
||||
Net gain (loss) recognized in earnings
|
Other income
|
(1
|
)
|
|
(16
|
)
|
(Dollars in millions)
|
Classification
|
|
Fair value of derivatives in a
gain position
|
|
Fair value of derivatives in a
loss position
|
||||
April 30, 2017:
|
|
|
|
|
|
||||
Designated as cash flow hedges:
|
|
|
|
|
|
||||
Currency derivatives
|
Other current assets
|
|
$
|
21
|
|
|
$
|
(2
|
)
|
Currency derivatives
|
Other assets
|
|
9
|
|
|
(4
|
)
|
||
Currency derivatives
|
Accrued expenses
|
|
2
|
|
|
(8
|
)
|
||
Currency derivatives
|
Other liabilities
|
|
1
|
|
|
(4
|
)
|
||
Not designated as hedges:
|
|
|
|
|
|
||||
Currency derivatives
|
Other current assets
|
|
2
|
|
|
(1
|
)
|
||
Currency derivatives
|
Accrued expenses
|
|
—
|
|
|
(1
|
)
|
||
July 31, 2017:
|
|
|
|
|
|
||||
Designated as cash flow hedges:
|
|
|
|
|
|
||||
Currency derivatives
|
Other current assets
|
|
8
|
|
|
(7
|
)
|
||
Currency derivatives
|
Other assets
|
|
2
|
|
|
(1
|
)
|
||
Currency derivatives
|
Accrued expenses
|
|
5
|
|
|
(17
|
)
|
||
Currency derivatives
|
Other liabilities
|
|
3
|
|
|
(22
|
)
|
||
Not designated as hedges:
|
|
|
|
|
|
||||
Currency derivatives
|
Other current assets
|
|
7
|
|
|
—
|
|
||
Currency derivatives
|
Accrued expenses
|
|
4
|
|
|
(1
|
)
|
(Dollars in millions)
|
Gross Amounts of Recognized Assets
(Liabilities)
|
|
Gross Amounts Offset in
Balance Sheet
|
|
Net Amounts Presented in
Balance Sheet
|
|
Gross Amounts Not Offset in
Balance Sheet
|
|
Net Amounts
|
||||||||||
April 30, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets
|
$
|
35
|
|
|
$
|
(10
|
)
|
|
$
|
25
|
|
|
$
|
(1
|
)
|
|
$
|
24
|
|
Derivative liabilities
|
(20
|
)
|
|
10
|
|
|
(10
|
)
|
|
1
|
|
|
(9
|
)
|
|||||
July 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative assets
|
29
|
|
|
(20
|
)
|
|
9
|
|
|
(2
|
)
|
|
7
|
|
|||||
Derivative liabilities
|
(48
|
)
|
|
20
|
|
|
(28
|
)
|
|
2
|
|
|
(26
|
)
|
(Dollars in millions)
|
Goodwill
|
|
Other Intangible
Assets
|
||||
Balance at April 30, 2017
|
$
|
753
|
|
|
$
|
641
|
|
Foreign currency translation adjustment
|
2
|
|
|
20
|
|
||
Balance at July 31, 2017
|
$
|
755
|
|
|
$
|
661
|
|
(Dollars in millions)
|
Class A Common
Stock
|
|
Class B Common
Stock
|
|
Additional Paid-in
Capital
|
|
Retained
Earnings
|
|
AOCI
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||
Balance at April 30, 2017
|
$
|
25
|
|
|
$
|
43
|
|
|
$
|
65
|
|
|
$
|
4,470
|
|
|
$
|
(390
|
)
|
|
$
|
(2,843
|
)
|
|
$
|
1,370
|
|
Retirement of treasury stock
|
|
|
(10
|
)
|
|
(8
|
)
|
|
(2,684
|
)
|
|
|
|
2,702
|
|
|
—
|
|
|||||||||
Net income
|
|
|
|
|
|
|
178
|
|
|
|
|
|
|
178
|
|
||||||||||||
Net other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
14
|
|
||||||||||||
Cash dividends
|
|
|
|
|
|
|
(140
|
)
|
|
|
|
|
|
(140
|
)
|
||||||||||||
Acquisition of treasury stock
|
|
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||||||
Stock-based compensation expense
|
|
|
|
|
4
|
|
|
|
|
|
|
|
|
4
|
|
||||||||||||
Stock issued under compensation plans
|
|
|
|
|
|
|
|
|
|
|
9
|
|
|
9
|
|
||||||||||||
Loss on issuance of treasury stock issued under compensation plans
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
(14
|
)
|
||||||||||||
Balance at July 31, 2017
|
$
|
25
|
|
|
$
|
33
|
|
|
$
|
47
|
|
|
$
|
1,824
|
|
|
$
|
(376
|
)
|
|
$
|
(133
|
)
|
|
$
|
1,420
|
|
Declaration Date
|
|
Record Date
|
|
Payable Date
|
|
Amount per Share
|
May 24, 2017
|
|
June 5, 2017
|
|
July 3, 2017
|
|
$0.1825
|
July 27, 2017
|
|
September 7, 2017
|
|
October 2, 2017
|
|
$0.1825
|
(Dollars in millions)
|
Currency Translation
Adjustments
|
|
Cash Flow Hedge
Adjustments
|
|
Postretirement Benefits
Adjustments
|
|
Total AOCI
|
||||||||
Balance at April 30, 2017
|
$
|
(204
|
)
|
|
$
|
11
|
|
|
$
|
(197
|
)
|
|
$
|
(390
|
)
|
Net other comprehensive income (loss)
|
34
|
|
|
(23
|
)
|
|
3
|
|
|
14
|
|
||||
Balance at July 31, 2017
|
$
|
(170
|
)
|
|
$
|
(12
|
)
|
|
$
|
(194
|
)
|
|
$
|
(376
|
)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||||||||||
|
July 31, 2016
|
|
July 31, 2017
|
||||||||||||||||||||
(Dollars in millions)
|
Pre-Tax
|
|
Tax
|
|
Net
|
|
Pre-Tax
|
|
Tax
|
|
Net
|
||||||||||||
Currency translation adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain (loss) on currency translation
|
$
|
(68
|
)
|
|
$
|
1
|
|
|
$
|
(67
|
)
|
|
$
|
28
|
|
|
$
|
6
|
|
|
$
|
34
|
|
Reclassification to earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income (loss), net
|
(68
|
)
|
|
1
|
|
|
(67
|
)
|
|
28
|
|
|
6
|
|
|
34
|
|
||||||
Cash flow hedge adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net gain (loss) on hedging instruments
|
29
|
|
|
(11
|
)
|
|
18
|
|
|
(36
|
)
|
|
14
|
|
|
(22
|
)
|
||||||
Reclassification to earnings
1
|
(10
|
)
|
|
4
|
|
|
(6
|
)
|
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
||||||
Other comprehensive income (loss), net
|
19
|
|
|
(7
|
)
|
|
12
|
|
|
(38
|
)
|
|
15
|
|
|
(23
|
)
|
||||||
Postretirement benefits adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain (loss) and prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Reclassification to earnings
2
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
4
|
|
|
(2
|
)
|
|
2
|
|
||||||
Other comprehensive income (loss), net
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total other comprehensive income (loss), net
|
$
|
(44
|
)
|
|
$
|
(8
|
)
|
|
$
|
(52
|
)
|
|
$
|
(5
|
)
|
|
$
|
19
|
|
|
$
|
14
|
|
•
|
“Acquisitions and divestitures.”
In fiscal 2016, we sold our Southern Comfort and Tuaca brands and related assets to Sazerac Company, Inc. and entered into a related transition services agreement (TSA). During fiscal 2017, we completed our obligations under the TSA. This adjustment removes the net sales and operating expenses recognized in fiscal 2017 pursuant to the TSA related to (a) contract bottling services and (b) distribution services in certain markets. On June 1, 2017, we acquired The BenRiach Distillery Company Limited (BenRiach). This adjustment removes (a) transaction and integration costs related to the acquisition and (b) operating activity for the acquisition for the non-comparable period. For both fiscal 2017 and 2018, the non-comparable period is the month of May.
|
•
|
“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 report, “dollar” always means the U.S. dollar unless stated 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 distributor inventories.”
This adjustment refers to the estimated net effect of changes in distributor inventories on changes in our income statement line items. For each period compared, we use depletion information provided by our distributors to estimate the effect of distributor inventory changes on our income statement line items.
|
•
|
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; or 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
|
•
|
We delivered net sales of
$723 million
, an increase of
9%
compared to the same period last year. Excluding the impact of acquisitions and divestitures, the positive effect of foreign exchange, and the estimated net increase in distributor inventories, we grew underlying net sales
6%
.
|
•
|
We delivered operating income of
$244 million
, an increase of
14%
compared to the same period last year. Excluding the impact of acquisitions and divestitures, the negative effect of foreign exchange, and the estimated net increase in distributor inventories, we grew underlying operating income
12%
.
|
•
|
We delivered diluted earnings per share of
$0.46
, an increase of
27%
compared to the same period last year due to an increase in reported operating income, the benefit of a lower effective tax rate, and a reduction in shares outstanding.
|
|
|
Top 10 Markets
1
- Fiscal 2018 Net Sales Growth by Geographic Area
|
|||||||||||
|
Percentage change versus prior year period
|
||||||||||
Three months ended July 31, 2017
|
Net Sales
|
||||||||||
Geographic area
|
Reported
|
Acquisitions & Divestitures
|
Foreign Exchange
|
Net Chg in Est. Distributor Inventories
|
|
Underlying
2
|
|||||
United States
|
10
|
%
|
—
|
%
|
—
|
%
|
(5
|
%)
|
|
5
|
%
|
Europe
|
13
|
%
|
—
|
%
|
(5
|
%)
|
(3
|
%)
|
|
4
|
%
|
United Kingdom
|
6
|
%
|
(1
|
%)
|
(11
|
%)
|
—
|
%
|
|
(6
|
%)
|
Germany
|
6
|
%
|
(1
|
%)
|
(5
|
%)
|
—
|
%
|
|
(1
|
%)
|
France
|
8
|
%
|
—
|
%
|
(4
|
%)
|
—
|
%
|
|
4
|
%
|
Poland
|
29
|
%
|
—
|
%
|
(9
|
%)
|
—
|
%
|
|
20
|
%
|
Russia
|
NM
|
|
—
|
%
|
28
|
%
|
NM
|
|
|
38
|
%
|
Rest of Europe
|
3
|
%
|
—
|
%
|
(2
|
%)
|
3
|
%
|
|
4
|
%
|
Australia
|
12
|
%
|
5
|
%
|
(1
|
%)
|
—
|
%
|
|
17
|
%
|
Other geographies
|
5
|
%
|
(1
|
%)
|
1
|
%
|
4
|
%
|
|
10
|
%
|
Mexico
|
11
|
%
|
—
|
%
|
1
|
%
|
1
|
%
|
|
13
|
%
|
Japan
|
(25
|
%)
|
—
|
%
|
2
|
%
|
9
|
%
|
|
(14
|
%)
|
Canada
|
—
|
%
|
—
|
%
|
6
|
%
|
(3
|
%)
|
|
2
|
%
|
Remaining geographies
3
|
11
|
%
|
(1
|
%)
|
(1
|
%)
|
6
|
%
|
|
15
|
%
|
Travel Retail
4
|
4
|
%
|
—
|
%
|
3
|
%
|
5
|
%
|
|
12
|
%
|
Other non-branded
5
|
(8
|
%)
|
23
|
%
|
1
|
%
|
—
|
%
|
|
16
|
%
|
Total
|
9
|
%
|
1
|
%
|
(1
|
%)
|
(3
|
%)
|
|
6
|
%
|
Note: Totals may differ due to rounding
|
|
|
|
|
|
|
|
|
•
|
United States.
Reported net sales grew
10%
, while underlying net sales increased
5%
after adjusting for an estimated net increase in distributor inventories. Underlying net sales gains were driven primarily by the growth of our American whiskey portfolio, led by the Jack Daniel’s family of brands and Woodford Reserve, and our tequila brands, led by el Jimador and Herradura. This growth was partially offset by declines in Canadian Mist.
|
•
|
Europe.
Reported net sales increased
13%
, while underlying net sales increased
4%
after adjusting for the positive effect of foreign exchange driven by the broad weakening of the dollar and an estimated net increase in distributor inventories in Russia. Underlying net sales gains in Poland, Russia, Turkey, and France were partially offset by declines in the United Kingdom.
|
◦
|
In Poland, underlying net sales growth was led by volume gains of Jack Daniel’s Tennessee Whiskey (JDTW), which has experienced strong consumer takeaway trends.
|
◦
|
In Russia, underlying net sales growth was driven by favorable price/mix of JDTW and Finlandia. The market remained stable through the first quarter of fiscal 2018, building on growth in the second half of fiscal 2017.
|
◦
|
In France, underlying net sales growth was fueled by Jack Daniel’s Tennessee Fire (JDTF) and JDTW, driven by increasing consumer demand despite recent declines in the total whiskey category.
|
◦
|
In the United Kingdom, underlying net sales declines were driven by lower volumes of Jack Daniel’s Tennessee Honey (JDTH) and JDTF and unfavorable price/mix on JDTW, partially offset by the launch of JD Cider.
|
◦
|
In Germany, underlying net sales declines were primarily due to volume declines of JDTW, reflecting the timing of customer purchases. This reduction was nearly offset by solid growth of JD RTDs, including the launch of JD Lynchburg Lemonade.
|
◦
|
The increase in underlying net sales in the Rest of Europe was primarily led by improved trends in Turkey, where growth was driven by the Jack Daniel's family. Our results in the same period last year were affected by political and economic instability.
|
•
|
Australia.
Reported net sales increased
12%
, while underlying net sales increased
17%
after adjusting for the net effect of acquisitions and the loss of net sales related to our transition services for divested brands and the positive effect of foreign exchange. Underlying net sales growth was driven by the Jack Daniel’s family of brands, led by (a) Jack Daniel’s & Cola, which benefited from a buy-in ahead of August 1, 2017 price increase, (b) recently launched JD RTD line extensions, and (c) JDTW volume growth.
|
•
|
Other geographies.
Reported net sales for our other markets increased
5%
, while underlying net sales collectively increased
10%
after adjusting for (a) the positive effect of acquisitions and divestitures, (b) the negative effect of foreign exchange, and (c) the estimated net decrease in distributor inventories. Underlying net sales growth was led by Mexico, Brazil (which benefited from a buy-in ahead of August 1, 2017 price increase), China, and Latin America. These gains were partially offset by volume declines in Japan due to buy-in ahead of price increases in the same period last year.
|
•
|
Travel Retail.
Reported net sales increased
4%
and underlying net sales increased
12%
after adjusting reported results for the negative effect of foreign exchange and an estimated net decrease in distributor inventories. Underlying net sales growth was led by higher volumes of JDTW, Finlandia, and JDTH.
|
•
|
Other non-branded.
Reported net sales decreased
8%
, while underlying net sales increased
16%
after adjusting for the net effect of acquisitions and the loss of net sales related to our transition services for divested brands. The underlying net sales growth was driven by higher net sales of used barrels, reflecting an easy comparison to very weak net sales in prior-year period, as well as timing of shipments in the current year.
|
Major Brands Worldwide Results
|
||||||||||||
|
Percentage change versus prior year period
|
|||||||||||
Three months ended July 31, 2017
|
Volumes
|
|
Net Sales
|
|||||||||
Brand family / brand
|
9L Depletions
|
|
Reported
|
Foreign Exchange
|
Net Chg in Est. Distributor Inventories
|
|
Underlying
1
|
|||||
Jack Daniel’s Family
|
10
|
%
|
|
10
|
%
|
(1
|
%)
|
(3
|
%)
|
|
6
|
%
|
Jack Daniel’s Tennessee Whiskey
|
4
|
%
|
|
9
|
%
|
(1
|
%)
|
(4
|
%)
|
|
4
|
%
|
Jack Daniel’s Tennessee Honey
|
5
|
%
|
|
3
|
%
|
(1
|
%)
|
1
|
%
|
|
3
|
%
|
Jack Daniel’s RTDs/RTP
2
|
17
|
%
|
|
24
|
%
|
—
|
%
|
(2
|
%)
|
|
22
|
%
|
Gentleman Jack
|
8
|
%
|
|
7
|
%
|
—
|
%
|
1
|
%
|
|
8
|
%
|
Jack Daniel’s Tennessee Fire
|
19
|
%
|
|
21
|
%
|
(1
|
%)
|
(6
|
%)
|
|
14
|
%
|
Other Jack Daniel’s whiskey brands
3
|
(6
|
%)
|
|
(3
|
%)
|
(1
|
%)
|
2
|
%
|
|
(2
|
%)
|
Woodford Reserve
|
16
|
%
|
|
10
|
%
|
—
|
%
|
6
|
%
|
|
16
|
%
|
Finlandia
|
6
|
%
|
|
17
|
%
|
—
|
%
|
(10
|
%)
|
|
6
|
%
|
el Jimador
|
11
|
%
|
|
19
|
%
|
1
|
%
|
(7
|
%)
|
|
13
|
%
|
Herradura
|
13
|
%
|
|
11
|
%
|
—
|
%
|
7
|
%
|
|
18
|
%
|
Note: Totals may differ due to rounding
|
|
|
|
|
|
|
|
|
|
•
|
Jack Daniel’s family of brands
grew reported net sales
10%
(underlying
6%
), and was the most significant contributor to our overall underlying net sales growth. Reported net sales were helped by the estimated net increase in distributor inventories, and foreign exchange due to the weakening of the dollar against the euro, Polish zloty, Mexican peso, Turkish lira, and the Australian dollar. The following are details about the underlying performance of the Jack Daniel’s family of brands:
|
◦
|
JDTW
grew underlying net sales in several markets including the United States, Brazil, Poland, Travel Retail, Turkey, China, and Russia. These increases were partially offset by declines in various markets, including Germany and the United Kingdom.
|
◦
|
JDTH
grew underlying net sales in the United States, its largest market, Latin America, Brazil, Travel Retail, and Russia. These gains were partially offset by declines in the United Kingdom.
|
◦
|
The increase in underlying net sales growth for
Jack Daniel’s RTDs/RTP
was driven by buy-ins ahead of price increases in Australia and growth in Germany, the United States, and the United Kingdom, with all markets also benefiting from new RTD line extensions.
|
◦
|
Gentleman Jack
grew underlying net sales through volumetric growth in the United States, its largest market.
|
◦
|
JDTF
grew underlying net sales due to volume growth in the United States and France and the launch of the brand in Brazil. These increases were partially offset by volume declines in the United Kingdom.
|
◦
|
Our
Other Jack Daniel’s whiskey brands’
decreased underlying net sales were due primarily to Jack Daniel’s Single Barrel Collection declines in the United Kingdom and the United States.
|
•
|
Woodford Reserve
led the growth of our super- and ultra-premium American whiskeys with reported net sales increasing
10%
and underlying net sales growing
16%
. This growth was driven by the United States, where the brand continued to grow volumetrically with strong consumer takeaway trends. Reported net sales were hurt by an estimated net decrease in distributor inventories.
|
•
|
Reported net sales for
Finlandia
grew
17%
and underlying net sales increased
6%
led by favorable price/mix and higher volumes in Russia and volumetric growth in Travel Retail. Reported net sales were helped by an estimated net increase in distributor inventories, primarily in Russia.
|
•
|
Reported net sales for
el Jimador
increased
19%
, while underlying net sales increased
13%
driven by volume gains in the United States due to accelerating consumer takeaway trends. Reported net sales were helped by an estimated net increase in distributor inventories in the United States.
|
•
|
Herradura
grew reported net sales
11%
and underlying net sales increased
18%
driven primarily by increased volumes in the brand’s largest markets, the United States and Mexico, the latter of which also benefited from favorable price/mix due to consumer-led volumetric growth of Herradura Ultra. Reported net sales were hurt by an estimated net decrease in distributor inventories in the United States.
|
Net Sales
|
||||
Percentage change versus the prior year period ended July 31
|
|
|
3 Months
|
|
Change in reported net sales
|
|
|
9
|
%
|
Acquisitions and divestitures
|
|
|
1
|
%
|
Foreign exchange
|
|
|
(1
|
%)
|
Estimated net change in distributor inventories
|
|
|
(3
|
%)
|
Change in underlying net sales
|
|
|
6
|
%
|
|
|
|
|
|
Change in underlying net sales attributed to:
|
|
|
|
|
Volume
|
|
|
4
|
%
|
Net price/mix
|
|
|
2
|
%
|
Note: Totals may differ due to rounding
|
|
|
|
•
|
our American whiskey portfolio in the United States, led by the Jack Daniel’s family, Woodford Reserve, and Old Forester;
|
•
|
JDTW in several international markets, most notably, Brazil, Poland, Travel Retail, Turkey, China, and Russia;
|
•
|
volume of JD RTDs, driven by buy-in ahead of price increases in Australia and growth in Germany, the United States, and the United Kingdom, with all markets benefiting from new RTD line extensions;
|
•
|
our tequila brands, led by (a) volume gains and higher prices of New Mix in Mexico; (b) volume gains of el Jimador in the United States, and (c) higher volume and price of Herradura in the United States and Mexico; and
|
•
|
volume of used barrels, which is partially due to the timing of orders.
|
Cost of Sales
|
||||
Percentage change versus the prior year period ended July 31
|
|
|
3 Months
|
|
Change in reported cost of sales
|
|
|
11
|
%
|
Acquisitions and divestitures
|
|
|
3
|
%
|
Foreign exchange
|
|
|
(5
|
%)
|
Estimated net change in distributor inventories
|
|
|
(3
|
%)
|
Change in underlying cost of sales
|
|
|
6
|
%
|
|
|
|
|
|
Change in underlying cost of sales attributed to:
|
|
|
|
|
Volume
|
|
|
4
|
%
|
Cost/mix
|
|
|
2
|
%
|
Note: Totals may differ due to rounding
|
|
|
|
Gross Profit
|
||||
Percentage change versus the prior year period ended July 31
|
|
|
3 Months
|
|
Change in reported gross profit
|
|
|
9
|
%
|
Acquisitions and divestitures
|
|
|
—
|
%
|
Foreign exchange
|
|
|
1
|
%
|
Estimated net change in distributor inventories
|
|
|
(3
|
%)
|
Change in underlying gross profit
|
|
|
6
|
%
|
Note: Totals may differ due to rounding
|
|
|
|
Gross Margin
|
||
For the period ended July 31
|
3 months
|
|
Prior year gross margin
|
68.5
|
%
|
Price/mix
|
0.1
|
%
|
Volume
|
—
|
%
|
Cost
|
(0.1
|
%)
|
Acquisitions and divestitures
|
0.6
|
%
|
Foreign exchange
|
(1.0
|
%)
|
Change in gross margin
|
(0.4
|
%)
|
Current year gross margin
|
68.1
|
%
|
Note: Totals may differ due to rounding
|
|
Operating Expenses
|
|||||||||
Three months ended July 31, 2017
|
Percentage change versus prior year period
|
||||||||
|
Reported
|
Acquisitions & Divestitures
|
Foreign Exchange
|
|
Underlying
|
||||
Advertising
|
8
|
%
|
—
|
%
|
(1
|
%)
|
|
6
|
%
|
SG&A
|
(1
|
%)
|
—
|
%
|
—
|
%
|
|
(1
|
%)
|
Other expense (income), net
|
(85
|
%)
|
(3
|
%)
|
90
|
%
|
|
1
|
%
|
Total
|
4
|
%
|
—
|
%
|
(3
|
%)
|
|
1
|
%
|
Note: Totals may differ due to rounding
|
|
|
|
|
|
Operating Income
|
||||
Percentage change versus the prior year period ended July 31
|
|
|
3 Months
|
|
Change in reported operating income
|
|
|
14
|
%
|
Acquisitions and divestitures
|
|
|
(1
|
%)
|
Foreign exchange
|
|
|
5
|
%
|
Estimated net change in distributor inventories
|
|
|
(6
|
%)
|
Change in underlying operating income
|
|
|
12
|
%
|
Note: Totals may differ due to rounding
|
|
|
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
|
||||||
May 1, 2017 – May 31, 2017
|
23,904
|
|
$
|
48.06
|
|
—
|
|
$
|
—
|
|
June 1, 2017 – June 30, 2017
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
July 1, 2017 – July 31, 2017
|
1,054
|
|
$
|
49.38
|
|
—
|
|
$
|
—
|
|
Total
|
24,958
|
|
$
|
48.12
|
|
—
|
|
|
31.1
|
|
CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
31.2
|
|
CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
32
|
|
CEO and CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (not considered to be filed).
|
101
|
|
The following materials from Brown-Forman Corporation's Quarterly Report on Form 10-Q for the quarter ended July 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (a) Condensed Consolidated Statements of Operations, (b) Condensed Consolidated Statements of Comprehensive Income, (c) Condensed Consolidated Balance Sheets, (d) Condensed Consolidated Statements of Cash Flows, and (e) Notes to the Condensed Consolidated Financial Statements.
|
|
|
BROWN-FORMAN CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
August 30, 2017
|
By:
|
/s/ Jane C. Morreau
|
|
|
|
Jane C. Morreau
|
|
|
|
Executive Vice President
and Chief Financial Officer
|
|
|
|
(On behalf of the Registrant and
as Principal Financial Officer)
|
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