Brown Forman Corp 10-Q for FY2025 Q3
Brown Forman Corp (BF-B)
10-Q
2025-03-05
For: 2025-01-31
View Original
Added on
April 04, 2026
About this 10-Q
Brown Forman Corp filed this 10-Q on March 5, 2025, covering the quarter ended January 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended January 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.04B
- down 3.2% from $1.07B a year earlier
- Net income
- $270M
- down 5.3% from net income of $285M a year earlier
- Diluted EPS
- $0.57
- down 5.0% from $0.60 a year earlier
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended January 31, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission File No. 001-00123
(Exact name of Registrant as specified in its Charter)
| (State or other jurisdiction of | (IRS Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(502 ) 585-1100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: February 28, 2025
| Class A Common Stock (voting), $0.15 par value | |||||
| Class B Common Stock (nonvoting), $0.15 par value | |||||
| BROWN-FORMAN CORPORATION | ||||||||
| Index to Quarterly Report Form 10-Q | ||||||||
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
BROWN-FORMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in millions, except per share amounts)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | ||||||||||||||||||||
| Sales | $ | $ | $ | $ | |||||||||||||||||||
| Excise taxes | |||||||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Advertising expenses | |||||||||||||||||||||||
| Selling, general, and administrative expenses | |||||||||||||||||||||||
Restructuring and other charges | |||||||||||||||||||||||
| Gain on sale of business | ( | ( | |||||||||||||||||||||
| Other expense (income), net | ( | ( | |||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Non-operating postretirement expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Equity method investment income and gain on sale | ( | ( | |||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
See notes to the condensed consolidated financial statements.
3
BROWN-FORMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in millions)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| 2024 | 2025 | 2024 | 2025 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||||||||
| Cash flow hedge adjustments | ( | ( | |||||||||||||||||||||
| Postretirement benefits adjustments | |||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See notes to the condensed consolidated financial statements.
4
BROWN-FORMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in millions, except per share amounts)
| April 30, 2024 | January 31, 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance for doubtful accounts of $ | |||||||||||
| Inventories: | |||||||||||
| Barreled whiskey | |||||||||||
| Finished goods | |||||||||||
| Work in process | |||||||||||
| Raw materials and supplies | |||||||||||
| Total inventories | |||||||||||
| Assets held for sale | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
Equity method investments | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Accrued income taxes | |||||||||||
| Short-term borrowings | |||||||||||
| Current portion of long-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Accrued pension and other postretirement benefits | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ Equity | |||||||||||
| Common stock: | |||||||||||
Class A, voting, $ | |||||||||||
Class B, nonvoting, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income (loss), net of tax | ( | ( | |||||||||
Treasury stock, at cost ( | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See notes to the condensed consolidated financial statements.
5
BROWN-FORMAN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in millions)
| Nine Months Ended | |||||||||||
| January 31, | |||||||||||
| 2024 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operations: | |||||||||||
| Gain on sale of business | ( | ||||||||||
Equity method investment income and gain on sale | ( | ||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation expense | |||||||||||
Deferred income tax provision (benefit) | ( | ||||||||||
| Change in fair value of contingent consideration | |||||||||||
| Other, net | ( | ( | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other current assets | |||||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Accrued income taxes | ( | ( | |||||||||
| Other operating assets and liabilities | ( | ( | |||||||||
| Cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Proceeds from sale of business | |||||||||||
Proceeds from sale of equity method investment | |||||||||||
Proceeds from sale of property, plant, equipment, and other | |||||||||||
| Additions to property, plant, and equipment | ( | ( | |||||||||
| Other, net | |||||||||||
Cash provided by investing activities | |||||||||||
| Cash flows from financing activities: | |||||||||||
| Net change in short-term borrowings | ( | ||||||||||
| Payments of withholding taxes related to stock-based awards | ( | ( | |||||||||
| Acquisition of treasury stock | ( | ||||||||||
| Dividends paid | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Cash used for financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | ( | ||||||||||
Net increase in cash, cash equivalents, and restricted cash | |||||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents, and restricted cash at end of period | |||||||||||
| Less: Restricted cash (included in other current assets) at end of period | ( | ( | |||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental information: | |||||||||||
| Non-cash additions to property, plant and equipment | $ | $ | |||||||||
| Right-of-use assets obtained in exchange for new lease obligations | $ | $ | |||||||||
See notes to the condensed consolidated financial statements.
6
BROWN-FORMAN CORPORATION AND SUBSIDIARIES
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In these notes, “we,” “us,” “our,” “Brown-Forman,” and the “Company” refer to Brown-Forman Corporation and its consolidated subsidiaries, collectively.
1. Condensed Consolidated Financial Statements
We prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. In accordance with those rules and regulations, we condensed or omitted certain information and disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP). In our opinion, the accompanying financial statements include all adjustments, consisting only of normal recurring adjustments (unless otherwise indicated), necessary for a fair statement of our financial results for the periods presented in these financial statements. The results for interim periods are not necessarily indicative of future or annual results.
We suggest that you read these condensed financial statements together with the financial statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended April 30, 2024 (2024 Form 10-K). We prepared the accompanying financial statements on a basis that is substantially consistent with the accounting principles applied in our 2024 Form 10-K.
Accounting standards not yet adopted. In November 2023, the Financial Accounting Standards Board (FASB) issued an updated accounting standard requiring additional disclosures about significant segment expenses and other segment items. The update also requires interim disclosure of segment information that is currently required only on an annual basis. We are required to adopt the updated standard for annual disclosures beginning in fiscal 2025, and for interim disclosures in fiscal 2026, with earlier adoption permitted. The update is to be applied retroactively.
In December 2023, the FASB issued an updated accounting standard requiring additional annual disclosures about income taxes, primarily related to the rate reconciliation and information about income taxes paid. We are required to adopt the new guidance beginning in fiscal 2026, with earlier adoption permitted. The update can be applied either prospectively or retrospectively.
In November 2024, the FASB issued an updated accounting standard requiring disaggregation, in the notes to the financial statements, of expense line items in the income statement that include certain categories of expenses. We are required to adopt the updated standard for annual disclosures beginning in fiscal 2028, and for interim disclosures in fiscal 2029, with earlier adoption permitted. The update can be applied either prospectively or retrospectively.
We are currently evaluating the impact that adopting these accounting standards updates will have on our disclosures.
2. Earnings Per Share
We calculate basic earnings per share by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share further includes the dilutive effect of stock-based compensation awards. We calculate that dilutive effect using the “treasury stock method” (as defined by GAAP).
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The following table presents information concerning basic and diluted earnings per share:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Share data (in thousands): | |||||||||||||||||||||||
| Basic average common shares outstanding | |||||||||||||||||||||||
| Dilutive effect of stock-based awards | |||||||||||||||||||||||
| Diluted average common shares outstanding | |||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | |||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||||||||
We excluded common stock-based awards for approximately 1,658,000 shares and 3,378,000 shares from the calculation of diluted earnings per share for the three months ended January 31, 2024 and 2025, respectively. We excluded common stock-based awards for approximately 1,544,000 shares and 2,993,000 shares from the calculation of diluted earnings per share for the nine months ended January 31, 2024 and 2025, respectively. We excluded those awards because they were not dilutive for those periods under the treasury stock method.
3. Inventories
4. Goodwill and Other Intangible Assets
The following table shows the changes in goodwill (which includes no accumulated impairment losses) and other intangible assets during the nine months ended January 31, 2025:
| (Dollars in millions) | Goodwill | Other Intangible Assets | |||||||||
Balance at April 30, 2024 | $ | $ | |||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||
Balance at January 31, 2025 | $ | $ | |||||||||
Our other intangible assets consist of trademarks and brand names, all with indefinite useful lives.
5. Equity Method Investments
As of April 30, 2024, our equity method investments included a 21.4 % ownership of the common stock of The Duckhorn Portfolio, Inc. (“Duckhorn”), which we obtained as partial consideration for our sale of the Sonoma-Cutrer wine business to Duckhorn on April 30, 2024. The carrying amount of our investment in Duckhorn was $267 million as of April 30, 2024, reflecting the fair value of the common stock, based on its quoted market price at the April 30, 2024 closing date of the transaction. Our other equity method investments are immaterial.
Also, effective April 30, 2024, we entered into a transition services agreement (TSA) with Duckhorn related to the sale of the Sonoma-Cutrer wine business. Our cost of sales for the three months and nine months ended January 31, 2025, included $0 million and $24 million, respectively, for Sonoma-Cuter products purchased from Duckhorn under the TSA. Fees earned for transition services provided to Duckhorn under the TSA were immaterial. Services related to the TSA ended on or about August 31, 2024.
8
On October 6, 2024, Duckhorn entered into a definitive agreement pursuant to which Duckhorn would be acquired by private equity funds. The transaction was completed on December 24, 2024. Upon completion of the transaction, we received cash of $350 21.4 % ownership interest in Duckhorn. As a result of the transaction, we recognized a $78
6. Restructuring and Other Charges
On January 13, 2025, our Board of Directors approved a plan to reduce our structural cost base and realign resources toward future sources of growth (the Plan). In connection with the Plan, we expect to reduce our worldwide headcount by approximately 12 % and to close our Louisville-based Brown-Forman Cooperage. We expect the Plan to be substantially implemented in fiscal 2025 with the remainder to be completed by the end of fiscal 2026.
In connection with the Plan, we expect to incur aggregate charges of approximately $60 to $70 million, consisting primarily of approximately $27 to $32 million in severance and other employee-related costs and approximately $33 to $38 million in other restructuring costs, including costs related to the Louisville-based cooperage facility closure. Through January 31, 2025, we have incurred $27 million in restructuring charges and $2 million in other charges associated with the Plan. We also incurred $4 million in other charges associated with a special, one-time early retirement benefit. As of January 31, 2025, $8 million of the charges to be settled in cash have been paid.
Detail on the total restructuring and other charges is provided below:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||
Restructuring charges: | |||||||||||||||||||||||
Severance and other employee-related costs | $ | $ | $ | $ | |||||||||||||||||||
Other restructuring charges1 | |||||||||||||||||||||||
Restructuring charges | |||||||||||||||||||||||
Other charges2 | |||||||||||||||||||||||
Total restructuring and other charges | $ | $ | $ | $ | |||||||||||||||||||
1Primarily represents one-time costs related to the cooperage facility closure and other miscellaneous exit costs.
2Represents $4 2
The charges we currently expect to incur in connection with the Plan are subject to a number of assumptions and risks, and actual results may differ materially. We may also incur other material charges not currently contemplated due to events that may occur as a result of, or in connection with, the Plan.
The following table summarizes the activity in our accrued restructuring costs:
| (Dollars in millions) | Severance and Other Employee-Related Costs | Other Restructuring Charges | Total | ||||||||||||||
Balance at April 30, 2024 | $ | $ | $ | ||||||||||||||
Costs incurred and charged to expense | |||||||||||||||||
Costs paid or otherwise settled | ( | ( | ( | ||||||||||||||
Balance at January 31, 2025 | $ | $ | $ | ||||||||||||||
9
7. Contingencies
We operate in a litigious environment, and we are sued in the normal course of business. Sometimes plaintiffs seek substantial damages. Significant judgment is required in predicting the outcome of these suits and claims, many of which take years to adjudicate. We accrue estimated costs for a contingency when we believe that a loss is probable and we can make a reasonable estimate of the loss, and then adjust the accrual as appropriate to reflect changes in facts and circumstances. We do not believe it is reasonably possible that these existing loss contingencies, individually or in the aggregate, would have a material adverse effect on our financial position, results of operations, or liquidity. No material accrued loss contingencies were recorded as of January 31, 2025.
8. Debt
Our long-term debt (net of unamortized discount and issuance costs) consisted of:
| (Principal and carrying amounts in millions) | April 30, 2024 | January 31, 2025 | |||||||||
| $ | $ | ||||||||||
| Less current portion | |||||||||||
| $ | $ | ||||||||||
Our short-term borrowings consisted of borrowings under our commercial paper program, as follows:
| (Dollars in millions) | April 30, 2024 | January 31, 2025 | |||||||||
| Commercial paper (par amount) | $ | $ | |||||||||
| Average interest rate | |||||||||||
| Average remaining days to maturity | |||||||||||
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9. Stockholders’ Equity
The following table shows the changes in stockholders’ equity by quarter during the nine months ended January 31, 2024:
| (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, 2023 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||
| Declaration of cash dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Stock issued under compensation plans | |||||||||||||||||||||||||||||||||||||||||
| Loss on issuance of treasury stock issued under compensation plans | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
Balance at July 31, 2023 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
Balance at October 31, 2023 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||
| Declaration of cash dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
Balance at January 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
11
The following table shows the changes in stockholders’ equity by quarter during the nine months ended January 31, 2025:
| (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, 2024 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Declaration of cash dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Stock issued under compensation plans | |||||||||||||||||||||||||||||||||||||||||
| Loss on issuance of treasury stock issued under compensation plans | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at July 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Declaration of cash dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
Balance at January 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||||
The following table shows the change in each component of accumulated other comprehensive income (AOCI), net of tax, during the nine months ended January 31, 2025:
| (Dollars in millions) | Currency Translation Adjustments | Cash Flow Hedge Adjustments | Postretirement Benefits Adjustments | Total AOCI | |||||||||||||||||||
Balance at April 30, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
Balance at January 31, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The following table shows the cash dividends declared per share on our Class A and Class B common stock during the nine months ended January 31, 2025:
| Declaration Date | Record Date | Payable Date | Amount per Share | |||||||||||||||||
| $ | ||||||||||||||||||||
| $ | ||||||||||||||||||||
| $ | ||||||||||||||||||||
On February 20, 2025 , our Board of Directors declared a regular quarterly cash dividend on our Class A and Class B common stock of $0.2265 per share. The dividend is payable on April 1, 2025 , to stockholders of record on March 7, 2025 .
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10. Net Sales
The following table shows our net sales by geography:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||
United States | $ | $ | $ | $ | |||||||||||||||||||
Developed International1 | |||||||||||||||||||||||
Emerging2 | |||||||||||||||||||||||
Travel Retail3 | |||||||||||||||||||||||
Non-branded and bulk4 | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
1Represents net sales of branded products to “advanced economies” as defined by the International Monetary Fund (IMF), excluding the United States. Our top developed international markets are Germany, Australia, the United Kingdom, France, Canada, and Spain.
2Represents net sales of branded products to “emerging and developing economies” as defined by the IMF. Our top emerging markets are Mexico, Poland, and Brazil.
3Represents net sales of branded products to global duty-free customers, other travel retail customers, and the U.S. military, regardless of customer location.
4Includes net sales of used barrels, contract bottling services, and non-branded bulk whiskey, regardless of customer location.
The following table shows our net sales by product category:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||
Whiskey1 | $ | $ | $ | $ | |||||||||||||||||||
Ready-to-Drink2 | |||||||||||||||||||||||
Tequila3 | |||||||||||||||||||||||
Non-branded and bulk4 | |||||||||||||||||||||||
Rest of portfolio5 | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
1Includes all whiskey spirits and whiskey-based flavored liqueurs. The brands included in this category are the Jack Daniel's family of brands (excluding the “ready-to-drink” products outlined below), the Woodford Reserve family of brands, the Old Forester family of brands, The GlenDronach, Benriach, Glenglassaugh, Slane Irish Whiskey, and Coopers’ Craft.
2Includes the Jack Daniel’s ready-to-drink (RTD) and ready-to-pour (RTP) products, New Mix, and other RTD/RTP products.
3Includes el Jimador, the Herradura family of brands, and other tequilas.
4Includes net sales of used barrels, contract bottling services, and non-branded bulk whiskey.
5Includes Sonoma-Cutrer (which was divested on April 30, 2024), Korbel California Champagnes, Diplomático, Gin Mare, Chambord, Finlandia Vodka (which was divested on November 1, 2023), Fords Gin, and Korbel Brandy.
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11. Pension and Other Postretirement Benefits
The following table shows the components of the net cost recognized for our U.S. pension and other postretirement benefit plans. Information about similar international plans is not presented due to immateriality.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of: | |||||||||||||||||||||||
| Prior service cost | |||||||||||||||||||||||
Net actuarial loss | |||||||||||||||||||||||
Curtailment loss | |||||||||||||||||||||||
| Net cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
Special termination benefits | |||||||||||||||||||||||
Curtailment loss | |||||||||||||||||||||||
| Net cost | $ | $ | $ | $ | |||||||||||||||||||
12. Income Taxes
Our consolidated interim effective tax rate is based on our expected annual operating income, statutory tax rates, and income tax laws in the various jurisdictions where we operate. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the fiscal quarter in which the related event or a change in judgment occurs. The effective tax rate on ordinary income for the full fiscal year is expected to be 22.5 %, which is higher than the U.S. federal statutory rate of 21.0 %, due to the impact of state taxes and the tax effects of foreign operations, partially offset by the beneficial impact of the foreign-derived intangible income deduction.
The effective tax rate of 19.5 % for the nine months ended January 31, 2025, was lower than the expected tax rate of 22.5 % on ordinary income for the full fiscal year ending April 30, 2025, primarily due to the beneficial impact of prior fiscal year true-ups. The effective tax rate of 19.5 % for the nine months ended January 31, 2025, was lower than the effective tax rate of 20.3 % for the same period last year, primarily due to the beneficial impact of prior fiscal year true-ups in the current year, partially offset by higher state taxes, the increased unfavorable tax effects of foreign earnings, and the absence of the beneficial impact of tax rate differences on the sale of the Finlandia vodka business in the prior fiscal year.
The OECD (Organization for Economic Co-operation and Development) 15% global minimum tax under the Pillar Two Model Rules, which is now effective in countries with enacted legislation, did not materially impact our financial results in the nine months ended January 31, 2025. We will continue to evaluate the impact in future periods as previously-enacting countries issue related guidance and additional countries consider adoption of the global minimum tax rules.
In December 2024, the U.S. Treasury Department and IRS released final and proposed regulations related to the determination under section 987 of taxable income or loss and foreign currency gain or loss with respect to a qualified business unit (QBU). We are currently evaluating the impact of adopting the final regulations on our current year provision, but do not anticipate them to have a material impact.
13. Derivative Financial Instruments and Hedging Activities
We are subject to market risks, including the effect of fluctuations in foreign currency exchange rates, commodity prices, and interest rates. We use derivatives to help manage financial exposures that occur in the normal course of business. We formally document the purpose of each derivative contract, which includes linking the contract to the financial exposure it is designed to mitigate. We do not hold or issue derivatives for trading or speculative purposes.
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We use currency derivative contracts to limit our exposure to the foreign currency exchange rate risk that we cannot mitigate internally by using netting strategies. We designate most of these contracts as cash flow hedges of forecasted transactions (expected to occur within two years). We record all changes in the fair value of cash flow hedges in AOCI until the underlying hedged transaction occurs, at which time we reclassify that amount to earnings.
Some of our currency derivatives are not designated as hedges because we use them to partially offset the immediate earnings impact of changes in foreign currency exchange rates on existing assets or liabilities. We immediately recognize the change in fair value of these contracts in earnings.
We had outstanding currency derivatives, related primarily to our euro, British pound, and Australian dollar exposures, with notional amounts for all hedged currencies totaling $566 million at April 30, 2024, and $461 million at January 31, 2025. The maximum term of outstanding derivative contracts was 24
We also use foreign currency-denominated debt instruments to help manage our foreign currency exchange rate risk. We designate a portion of those debt instruments as net investment hedges, which are intended to mitigate foreign currency exposure related to non-U.S. dollar net investments in certain foreign subsidiaries. Any change in value of the designated portion of the hedging instruments is recorded in AOCI, offsetting the foreign currency translation adjustment of the related net investments that is also recorded in AOCI. The amount of foreign currency-denominated debt instruments designated as net investment hedges was $497 million at April 30, 2024, and $491 million at January 31, 2025.
At inception, we expect each financial instrument designated as a hedge to be highly effective in offsetting the financial exposure it is designed to mitigate. We assess the effectiveness of our hedges continually. If we determine that any financial instruments designated as hedges are no longer highly effective, we discontinue hedge accounting for those instruments.
We use forward purchase contracts with suppliers to protect against corn price volatility. We expect to take physical delivery of the corn underlying each contract and use it for production over a reasonable period of time. Accordingly, we account for these contracts as normal purchases rather than as derivative instruments.
The following table presents the pre-tax impact that changes in the fair value of our derivative instruments and non-derivative hedging instruments had on AOCI and earnings:
| Three Months Ended | ||||||||||||||
| January 31, | ||||||||||||||
| (Dollars in millions) | Classification | 2024 | 2025 | |||||||||||
| Derivative Instruments | ||||||||||||||
| Currency derivatives designated as cash flow hedges: | ||||||||||||||
| Net gain (loss) recognized in AOCI | n/a | $ | ( | $ | ||||||||||
| Net gain (loss) reclassified from AOCI into earnings | Sales | |||||||||||||
| Currency derivatives not designated as hedging instruments: | ||||||||||||||
| Net gain (loss) recognized in earnings | Sales | $ | ( | $ | ||||||||||
| Net gain (loss) recognized in earnings | Other income (expense), net | ( | ||||||||||||
| Non-Derivative Hedging Instruments | ||||||||||||||
| Foreign currency-denominated debt designated as net investment hedge: | ||||||||||||||
| Net gain (loss) recognized in AOCI | n/a | $ | ( | $ | ||||||||||
| Net gain (loss) reclassified from AOCI into earnings | Other income (expense), net | |||||||||||||
| Total amounts presented in the accompanying condensed consolidated statements of operations for line items affected by the net gains (losses) shown above: | ||||||||||||||
| Sales | $ | $ | ||||||||||||
| Other income (expense), net | ( | ( | ||||||||||||
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| Nine Months Ended | ||||||||||||||
| January 31, | ||||||||||||||
| (Dollars in millions) | Classification | 2024 | 2025 | |||||||||||
| Derivative Instruments | ||||||||||||||
| Currency derivatives designated as cash flow hedges: | ||||||||||||||
| Net gain (loss) recognized in AOCI | n/a | $ | $ | |||||||||||
| Net gain (loss) reclassified from AOCI into earnings | Sales | |||||||||||||
| Currency derivatives not designated as hedging instruments: | ||||||||||||||
| Net gain (loss) recognized in earnings | Sales | $ | ( | $ | ||||||||||
| Net gain (loss) recognized in earnings | Other income (expense), net | ( | ||||||||||||
| Non-Derivative Hedging Instruments | ||||||||||||||
| Foreign currency-denominated debt designated as net investment hedge: | ||||||||||||||
| Net gain (loss) recognized in AOCI | n/a | $ | ( | $ | ||||||||||
| Net gain (loss) reclassified from AOCI into earnings | Other income (expense), net | |||||||||||||
| Total amounts presented in the accompanying condensed consolidated statements of operations for line items affected by the net gains (losses) shown above: | ||||||||||||||
| Sales | $ | $ | ||||||||||||
| Other income (expense), net | ||||||||||||||
We expect to reclassify $12 million of deferred net gains on cash flow hedges recorded in AOCI as of January 31, 2025 to earnings during the next 12 months. This reclassification would offset the anticipated earnings impact of the underlying hedged exposures. The actual amounts that we ultimately reclassify to earnings will depend on the exchange rates in effect when the underlying hedged transactions occur.
The following table presents the fair values of our derivative instruments:
| April 30, 2024 | January 31, 2025 | ||||||||||||||||||||||||||||
| (Dollars in millions) | Classification | Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||||
| Designated as cash flow hedges: | |||||||||||||||||||||||||||||
| Currency derivatives | Other current assets | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||
| Currency derivatives | Other assets | ( | |||||||||||||||||||||||||||
| Not designated as hedges: | |||||||||||||||||||||||||||||
| Currency derivatives | Accrued expenses | ( | |||||||||||||||||||||||||||
The fair values reflected in the above table are presented on a gross basis. However, as discussed further below, the fair values of those instruments subject to net settlement agreements are presented on a net basis in our balance sheets.
In our statements of cash flows, we classify cash flows related to cash flow hedges in the same category as the cash flows from the hedged items.
Credit risk. We are exposed to credit-related losses if the counterparties to our derivative contracts default. This credit risk is limited to the fair value of the contracts. To manage this risk, we contract only with major financial institutions that have investment-grade credit ratings and with whom we have standard International Swaps and Derivatives Association (ISDA) agreements that allow for net settlement of the derivative contracts. Also, we have established counterparty credit guidelines that we monitor regularly, and we monetize contracts when we believe it is warranted. Because of these safeguards, we believe we have no derivative positions that warrant credit valuation adjustments.
Our derivative instruments require us to maintain a specific level of creditworthiness, which we have maintained. If our creditworthiness were to fall below that level, then the counterparties to our derivative instruments could request immediate
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payment or collateralization for derivative instruments in net liability positions. The aggregate fair value of our derivatives with creditworthiness requirements that were in a net liability position was $1 million at April 30, 2024, and $0 million at January 31, 2025.
The following table summarizes the gross and net amounts of our derivative contracts:
| (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, 2024 | |||||||||||||||||||||||||||||
| Derivative assets | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Derivative liabilities | ( | ( | ( | ||||||||||||||||||||||||||
| January 31, 2025 | |||||||||||||||||||||||||||||
| Derivative assets | ( | ||||||||||||||||||||||||||||
| Derivative liabilities | ( | ||||||||||||||||||||||||||||
No cash collateral was received or pledged related to our derivative contracts as of April 30, 2024, or January 31, 2025.
14. Fair Value Measurements
The following table summarizes the assets and liabilities measured or disclosed at fair value on a recurring basis:
| April 30, 2024 | January 31, 2025 | ||||||||||||||||||||||
| Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
| (Dollars in millions) | Amount | Value | Amount | Value | |||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Currency derivatives, net | |||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Currency derivatives, net | |||||||||||||||||||||||
Contingent consideration | |||||||||||||||||||||||
| Short-term borrowings | |||||||||||||||||||||||
Long-term debt (including current portion) | |||||||||||||||||||||||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We categorize the fair values of assets and liabilities into three levels based on the assumptions (inputs) used to determine those values. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are:
•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 supported by little or no market activity.
We determine the fair values of our currency derivatives (forward contracts) using standard valuation models. The significant inputs used in these models, which are readily available in public markets or can be derived from observable market
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transactions, include the applicable spot exchange rates, forward exchange rates, and interest rates. These fair value measurements are categorized as Level 2 within the valuation hierarchy.
We determine the fair value of long-term debt primarily based on the prices at which identical or similar debt has recently traded in the market and also considering the overall market conditions on the date of valuation. These fair value measurements are categorized as Level 2 within the valuation hierarchy.
The fair values of cash, cash equivalents, and short-term borrowings approximate the carrying amounts due to the short maturities of these instruments.
We determine the fair value of our contingent consideration liability using a Monte Carlo simulation model, which requires the use of Level 3 inputs, such as projected future net sales, discount rates, and volatility rates. Changes in any of these Level 3 inputs could result in material changes to the fair value of the contingent consideration and could materially impact the amount of noncash expense (or income) recorded each reporting period.
The following table shows the changes in our contingent consideration liability during the nine months ended January 31, 2025:
| (Dollars in millions) | |||||||||||
| Balance at April 30, 2024 | $ | ||||||||||
Change in fair value1 | |||||||||||
| Foreign currency translation adjustment | ( | ||||||||||
Balance at January 31, 2025 | $ | ||||||||||
1Classified as “other expense (income), net” in the accompanying condensed consolidated statement of operations.
We measure some assets and liabilities at fair value on a nonrecurring basis. That is, we do not measure them at fair value on an ongoing basis, but we do adjust them to fair value in some circumstances (for example, when we determine that an asset is impaired). As discussed in Notes 6 and 14, during the three months ended January 31, 2025, we recognized an impairment charge of $2
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15. Other Comprehensive Income
The following table shows the components of net other comprehensive income (loss):
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||||||||||||||
| January 31, 2024 | January 31, 2025 | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Pre-Tax | Tax | Net | Pre-Tax | Tax | Net | |||||||||||||||||||||||||||||
| Currency translation adjustments: | |||||||||||||||||||||||||||||||||||
| Net gain (loss) on currency translation | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
| Reclassification to earnings | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Cash flow hedge adjustments: | |||||||||||||||||||||||||||||||||||
| Net gain (loss) on hedging instruments | ( | ( | ( | ||||||||||||||||||||||||||||||||
Reclassification to earnings1 | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Postretirement benefits adjustments: | |||||||||||||||||||||||||||||||||||
| Net actuarial gain (loss) and prior service cost | |||||||||||||||||||||||||||||||||||
Reclassification to earnings2 | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net | |||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
| Nine Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| January 31, 2024 | January 31, 2025 | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Pre-Tax | Tax | Net | Pre-Tax | Tax | Net | |||||||||||||||||||||||||||||
| Currency translation adjustments: | |||||||||||||||||||||||||||||||||||
| Net gain (loss) on currency translation | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
| Reclassification to earnings | |||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Cash flow hedge adjustments: | |||||||||||||||||||||||||||||||||||
| Net gain (loss) on hedging instruments | ( | ( | |||||||||||||||||||||||||||||||||
Reclassification to earnings1 | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Postretirement benefits adjustments: | |||||||||||||||||||||||||||||||||||
| Net actuarial gain (loss) and prior service cost | |||||||||||||||||||||||||||||||||||
Reclassification to earnings2 | ( | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net | ( | ||||||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net | $ | $ | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||
1Pre-tax amount for each period is classified as sales in the accompanying condensed consolidated statements of operations.
2Pre-tax amount for each period is classified as non-operating postretirement expense in the accompanying condensed consolidated statements of operations.
16. Gain on Sale of Business
On November 1, 2023, we sold the Finlandia vodka business to Coca-Cola HBC AG for $194 million in cash. As a result of the sale, we recognized a pre-tax gain of $90
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17. Assets Held for Sale
As discussed in Note 6, our Board of Directors approved a restructuring plan, which included the planned closure of our Louisville-based cooperage facility. In January 2025, we reached an agreement to close that facility and sell the related assets. This transaction, which is subject to customary closing adjustments and conditions, is expected to close in the first quarter of fiscal 2026.
In connection with this transaction, certain assets met the held for sale criteria as of January 31, 2025. As a result, during the third quarter of fiscal 2025, we recorded a $2 120 million, consisting of $33 million in property, plant and equipment, net, and $87 million in inventories. The total carrying amount of the assets held for sale is presented as a separate line item in the condensed consolidated balance sheet as of January 31, 2025.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis in conjunction with both our unaudited Condensed Consolidated Financial Statements and related notes included in Part I, Item 1 of this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended April 30, 2024 (2024 Form 10-K). Note that the results of operations for the nine months ended January 31, 2025, are not necessarily indicative of future or annual results. In this Item, “we,” “us,” “our,” “Brown-Forman,” and the “Company” refer to Brown-Forman Corporation and its consolidated subsidiaries, collectively.
Presentation Basis
Non-GAAP Financial Measures
We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). Additionally, we use some financial measures in this report that are not measures of financial performance under GAAP. These non-GAAP measures, defined below, should be viewed as supplements to (not substitutes for) our results of operations and other measures reported under GAAP. Other companies may define or calculate these non-GAAP measures differently.
“Organic change” in measures of statements of operations. We present changes in certain measures, or line items, of the statements of operations that are adjusted to an “organic” basis. We use “organic change” for the following measures: (a) organic net sales; (b) organic cost of sales; (c) organic gross profit; (d) organic advertising expenses; (e) organic selling, general, and administrative (SG&A) expenses; (f) organic other expense (income), net; (g) organic operating expenses1; and (h) organic operating income. To calculate these measures, we adjust, as applicable, for (1) acquisitions and divestitures, (2) other items, and (3) foreign exchange. We explain these adjustments below.
•“Acquisitions and divestitures.” This adjustment removes (a) the gain or loss recognized on sale of divested brands and certain assets, (b) any non-recurring effects related to our acquisitions and divestitures (e.g., transaction, transition, and integration costs), (c) the effects of operating activity related to acquired and divested brands for periods not comparable year over year (non-comparable periods), and (d) fair value changes to contingent consideration liabilities. Excluding non-comparable periods allows us to include the effects of acquired and divested brands only to the extent that results are comparable year over year.
During fiscal 2023, we acquired Gin Mare Brand, S.L.U. and Mareliquid Vantguard, S.L.U., which owned the Gin Mare brand (Gin Mare). This adjustment removes the fair value adjustments to Gin Mare’s earn-out contingent consideration liability that is payable in cash no earlier than July 2024 and no later than July 2027.
During fiscal 2024, we sold our Finlandia vodka business, which resulted in a pre-tax gain of $92 million, and entered into a related transition services agreement (TSA) for this business. This adjustment removes the (a) transaction costs related to the divestiture, (b) the gain on sale of the Finlandia vodka business, (c) operating activity for the non-comparable period, which is activity in the first and second quarters of fiscal 2024, and (d) net sales, cost of sales, and operating expenses recognized pursuant to the TSA related to distribution services in certain markets.
During fiscal 2024, we sold the Sonoma-Cutrer wine business in exchange for an ownership percentage of 21.4% in The Duckhorn Portfolio Inc. (Duckhorn) along with $50 million cash and entered into a related TSA for this business. This transaction resulted in a pre-tax gain of $175 million. This adjustment removes the (a) transaction costs related to the divestiture, (b) operating activity for the non-comparable period, which is activity in the first, second, and third quarters of fiscal 2024, and (c) net sales, cost of sales, and operating expenses recognized pursuant to the TSA related to distribution services in certain markets.
During the second quarter of fiscal 2024, we recognized a gain of $7 million on the sale of certain fixed assets. During the first quarter of fiscal 2025, we recognized a gain of $12 million on the sale of the Alabama cooperage. This adjustment removes the gains from our other expense (income), net and operating income.
We believe that these adjustments allow for us to better understand our organic results on a comparable basis.
•“Other items.” Other items include the additional items outlined below.
“Jack Daniel’s Country Cocktails business model change (JDCC).” In fiscal 2021, we entered into a partnership with the Pabst Brewing Company for the supply, sales, and distribution of Jack Daniel's Country Cocktails in the United States while Brown-Forman continued to produce certain products. During fiscal 2024, this production fully transitioned to Pabst Brewing Company for the Jack Daniel’s Country Cocktails products. This adjustment removes
1Operating expenses include advertising expense, SG&A expense, restructuring and other charges, and other expense (income), net.
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the non-comparable operating activity related to the sales of Brown-Forman-produced Jack Daniel’s Country Cocktails products for the first, second, and third quarters of fiscal 2024 and fiscal 2025.
“Franchise tax refund.” During the first quarter of fiscal 2025, we recognized a $13 million franchise tax refund due to a change in franchise tax calculation methodology for the state of Tennessee. This modification lowered our annual franchise tax obligation and was retroactively applied to franchise taxes paid during fiscal 2020 through fiscal 2023. This adjustment removes the franchise tax refund from our other expense (income), net and operating income.
“Restructuring and other charges.” During the third quarter of fiscal 2025, our Board of Directors approved a plan to reduce our structural cost base and realign resources toward future sources of growth. This included reducing our workforce by approximately 12% and closing the Louisville-based Brown-Forman Cooperage. We also offered a special, one-time early retirement benefit to qualifying U.S. employees. Collectively, this adjustment removes the $33 million impact from our operating expenses and operating income.
•“Foreign exchange.” We calculate the percentage change in certain line items of the statements of operations 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 organic trend both positively and negatively. (In this report, “dollar” 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 and remove transactional and hedging foreign exchange gains and losses from current- and prior-year periods.
We use the non-GAAP measure “organic change,” along with other metrics, to: (a) understand our performance from period to period on a consistent basis; (b) compare our performance to that of our competitors; (c) calculate components of management incentive compensation; (d) plan and forecast; and (e) communicate our financial performance to the Board of Directors, stockholders, and investment community. We provide reconciliations of the “organic change” in certain line items of the statements of operations to their nearest GAAP measures in the tables under “Results of Operations - Fiscal 2025 Year-to-Date Highlights” and “Results of Operations - Year-Over-Year Period Comparisons.” We have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure. We believe these non-GAAP measures are useful to readers and investors because they enhance the understanding of our historical financial performance and comparability between periods. When we provide guidance for organic change in certain measures of the statements of operations we do not provide guidance for the corresponding GAAP change, as the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, such as foreign exchange, which could have a significant impact to our GAAP income statement measures.
Definitions
Aggregations.
From time to time, to explain our results of operations or to highlight trends and uncertainties affecting our business, we aggregate markets according to stage of economic development as defined by the International Monetary Fund (IMF), and we aggregate brands by beverage alcohol category. Below, we define the geographic and brand aggregations used in this report.
Geographic Aggregations.
In “Results of Operations - Fiscal 2025 Year-to-Date Highlights,” we provide supplemental information for our top markets ranked by percentage of net sales. In addition to markets listed by country name, we include the following aggregations:
•“Developed International” markets are “advanced economies” as defined by the IMF, excluding the United States. Our top developed international markets were Germany, Australia, the United Kingdom, France, Canada, and Spain. This aggregation represents our net sales of branded products to these markets.
•“Spain” includes Spain and certain other surrounding territories.
•“Emerging” markets are “emerging and developing economies” as defined by the IMF. Our top emerging markets were Mexico, Poland, and Brazil. This aggregation represents our net sales of branded products to these markets.
•“Brazil” includes Brazil, Uruguay, Paraguay, and certain other surrounding territories.
•“Travel Retail” represents our net sales of branded products to global duty-free customers, other travel retail customers, and the U.S. military, regardless of customer location.
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•“Non-branded and bulk” includes net sales of used barrels, contract bottling services, and non-branded bulk whiskey, regardless of customer location.
Brand Aggregations.
In “Results of Operations - Fiscal 2025 Year-to-Date Highlights,” we provide supplemental information for our top brands ranked by percentage of net sales. In addition to brands listed by name, we include the following aggregations outlined below.
Beginning in fiscal 2025, we aggregated the “Wine” and “Vodka” product categories with “Rest of Portfolio,” due to the divestitures of Sonoma-Cutrer and Finlandia. Please refer to the new definition of "Rest of Portfolio” for more information. The fiscal 2024 "Rest of Portfolio" amounts have been adjusted accordingly for comparison purposes.
•“Whiskey” includes all whiskey spirits and whiskey-based flavored liqueurs. The brands included in this category are the Jack Daniel’s family of brands (excluding the “Ready-to-Drink” products defined below), the Woodford Reserve family of brands (Woodford Reserve), the Old Forester family of brands (Old Forester), The Glendronach, Glenglassaugh, Benriach, Slane Irish Whiskey, and Coopers’ Craft.
•“American whiskey” includes the Jack Daniel’s family of brands (excluding the “Ready-to-Drink” products defined below), Woodford Reserve, Old Forester, and Coopers’ Craft.
•“Super-premium American whiskey” includes Woodford Reserve, Gentleman Jack, and other super-premium Jack Daniel's expressions.
•“Ready-to-Drink” includes all ready-to-drink (RTD) and ready-to-pour (RTP) products. The brands included in this category are Jack Daniel’s RTD and RTP products (JD RTD/RTP), New Mix, and other RTD/RTP products.
•“Jack Daniel’s RTD/RTP” products include all RTD line extensions of Jack Daniel’s, such as Jack Daniel’s & Cola, Jack Daniel’s & Coca-Cola RTD, Jack Daniel’s Country Cocktails, Jack Daniel’s Double Jack, and other malt- and spirit-based Jack Daniel’s RTDs, along with Jack Daniel’s Winter Jack RTP.
•“Jack Daniel’s & Coca-Cola RTD” includes all Jack Daniel’s & Coca-Cola RTD products and Jack Daniel’s bulk whiskey shipments for the production of these products.
•“Tequila” includes el Jimador, the Herradura family of brands (Herradura), and other tequilas.
•“Rest of Portfolio” includes Sonoma-Cutrer (which was divested on April 30, 2024), Korbel California Champagnes, Diplomático, Gin Mare, Chambord, Finlandia Vodka (which was divested on November 1, 2023), Fords Gin, Korbel Brandy, and other agency brands (brands we do not own, but sell in certain markets).
•“Non-branded and bulk” includes net sales of used barrels, contract bottling services, and non-branded bulk whiskey and wine.
•“Jack Daniel’s family of brands” includes Jack Daniel’s Tennessee Whiskey (JDTW), JD RTD/RTP, Jack Daniel’s Tennessee Honey (JDTH), Gentleman Jack, Jack Daniel’s Tennessee Apple (JDTA), Jack Daniel’s Tennessee Fire (JDTF), Jack Daniel’s Single Barrel Collection (JDSB), Jack Daniel’s Bonded Tennessee Whiskey, Jack Daniel’s Sinatra Select, Jack Daniel’s Tennessee Rye Whiskey (JDTR), Jack Daniel’s Triple Mash Blended Straight Whiskey, Jack Daniel’s Bottled-in-Bond, Jack Daniel’s American Single Malt, Jack Daniel’s 12 Year Old, Jack Daniel’s 10 Year Old, and other Jack Daniel’s expressions.
Other Metrics.
•“Shipments.” We generally record revenues when we ship or deliver our products to our customers. In this report, unless otherwise specified, we refer to shipments when discussing volume.
•“Depletions.” This metric is commonly used in the beverage alcohol industry to describe volume. Depending on the context, depletions usually means either (a) where Brown-Forman is the distributor, shipments directly to retail or wholesale customers or (b) where Brown-Forman is not the distributor, shipments from distributor customers to retailers and wholesalers. We believe that depletions measure volume in a way that more closely reflects consumer demand than our shipments to distributor customers do.
•“Consumer takeaway.” When discussing trends in the market, we refer to consumer takeaway, a term commonly used in the beverage alcohol industry that refers to the purchase of product by consumers from retail outlets, including products purchased through e-commerce channels, as measured by volume or retail sales value. This information is provided by
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outside parties, such as Nielsen and the National Alcohol Beverage Control Association (NABCA). Our estimates of market share or changes in market share are derived from consumer takeaway data using the retail sales value metric. We believe consumer takeaway is a leading indicator of consumer demand trends.
•“Estimated net change in distributor inventories.” We generally recognize revenue when our products are shipped or delivered to customers. In the United States and certain other markets, our customers are distributors that sell downstream to retailers and consumers. We believe that our distributors’ downstream sales more closely reflect actual consumer demand than do our shipments to distributors. Our shipments increase distributors’ inventories, while distributors’ depletions (as described above) reduce their inventories. Therefore, it is possible that our shipments do not coincide with distributors’ downstream depletions and merely reflect changes in distributors’ inventories. Because changes in distributors’ inventories could affect our trends, we believe it is useful for investors to understand those changes in the context of our operating results.
We perform the following calculation to determine the “estimated net change in distributor inventories”:
•For both the current-year period and the comparable prior-year period, we calculate a “depletion-based” amount by (a) dividing the organic dollar amount (e.g. organic net sales) by the corresponding shipment volumes to arrive at a shipment per case amount, and (b) multiplying the resulting shipment per case amount by the corresponding depletion volumes. We subtract the year-over-year percentage change of the “depletion-based” amount from the year-over-year percentage change of the organic amount to calculate the “estimated net change in distributor inventories.”
•A positive difference is interpreted as a net increase in distributors’ inventories, which implies that organic trends could decrease as distributors reduce inventories; whereas, a negative difference is interpreted as a net decrease in distributors’ inventories, which implies that organic trends could increase as distributors rebuild inventories.
Important Information on Forward-Looking Statements:
This report contains statements, estimates, and projections that are “forward-looking statements” as defined under U.S. federal securities laws. Words such as “aim,” “ambition,” “anticipate,” “aspire,” “believe,” “can,” “continue,” “could,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “pursue,” “see,” “seek,” “should,” “will,” “would,” and similar words indicate forward-looking statements, which speak only as of the date we make them. Except as required by law, we do not intend to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. By their nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our actual results to differ materially from those expressed in or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to:
•Our substantial dependence upon the continued growth of the Jack Daniel's family of brands
•Substantial competition from new entrants, consolidations by competitors and retailers, and 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 from changes to the trade policies, tariff and import and export regulations by the U.S. or foreign governments and the effectiveness of our actions to mitigate the negative impact on our margins, sales, and/or distributors
•Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher fixed costs
•Disruption of our distribution network or inventory fluctuations in our products by distributors, wholesalers, or retailers
•Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of small distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; further legalization of marijuana; bar, restaurant, travel, or other on-premise declines; shifts in demographic or health and wellness trends; or unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation
•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, or labor
•Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration, termination difficulties or costs, or impairment in recorded value
•Impact of health epidemics and pandemics, and the risk of the resulting negative economic impacts and related governmental actions
•Unfavorable global or regional economic conditions and related economic slowdowns or recessions, low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity
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measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations
•Product recalls or other product liability claims, product tampering, contamination, or quality issues
•Negative publicity related to our company, products, brands, marketing, executive leadership, employees, Board of Directors, family stockholders, operations, business performance, or prospects
•Failure to attract or retain key executive or employee talent
•Risks associated with being a U.S.-based company with a global business, including commercial, political, and financial risks; local labor policies and conditions; compliance with local trade practices and other regulations; terrorism, kidnapping, extortion, or other types of violence; and health pandemics
•Failure to comply with anti-corruption laws, trade sanctions and restrictions, or similar laws or regulations
•Fluctuations in foreign currency exchange rates, particularly due to a stronger U.S. dollar
•Changes in laws, regulatory measures, or governmental policies, especially those affecting production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products
•Tax rate changes (including excise, corporate, sales or value-added taxes, property taxes, payroll taxes, import and export duties, and tariffs) or changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur
•Decline in the social acceptability of beverage alcohol in significant markets
•Significant additional labeling or warning requirements or limitations on availability of our beverage alcohol products
•Counterfeiting and inadequate protection of our intellectual property rights
•Significant legal disputes and proceedings, or government investigations
•Cyber breach or failure or corruption of our key information technology systems or those of our suppliers, customers, or direct and indirect business partners, or failure to comply with personal data protection laws
•Our status as a family “controlled company” under New York Stock Exchange rules, and our dual-class share structure
For further information on these and other risks, please see the risks and uncertainties described in Part I, Item 1A. Risk Factors of our 2024 Form 10-K, and those described from time to time in our reports on Form 10-Q filed with the Securities and Exchange Commission (SEC).
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Overview
Unless otherwise indicated, all related commentary is on a reported basis and is for the nine months ended January 31, 2025 compared to the same period last year.
Divestitures
During the third quarter of fiscal 2024, we sold the Finlandia vodka business for $196 million cash and entered into a TSA for this business. The absence of the brand negatively impacted our net sales and operating income for the three months and nine months ended January 31, 2025. Gross margin was positively impacted for the three months and nine months ended January 31, 2025.
During the fourth quarter of fiscal 2024, we sold the Sonoma-Cutrer wine business in exchange for an ownership percentage of 21.4% in Duckhorn along with $50 million cash and entered into a TSA for this business. The absence of the brand negatively impacted our net sales and operating income for the three months and nine months ended January 31, 2025. Gross margin was positively impacted for the three months ended January 31, 2025 and negatively impacted for the nine months ended January 31, 2025. On December 24, 2024, Duckhorn was acquired by Butterfly Equity and we recognized a $78 million gain on the sale of our investment in Duckhorn during the three months ended January 31, 2025. See Note 5 to the Condensed Consolidated Financial Statements for more information.
Restructuring and other charges
During the third quarter of fiscal 2025, our Board of Directors approved a plan to reduce our structural cost base and realign resources toward future sources of growth. This included reducing the company’s workforce by approximately 12% and closing the Louisville-based Brown-Forman Cooperage. We also offered a special, one-time early retirement benefit to qualifying U.S. employees. Collectively, these actions negatively impacted our operating expenses and operating income for the three months and nine months ended January 31, 2025. See Note 6 to the Condensed Consolidated Financial Statements for more information.
Fiscal 2025 Year-to-Date Highlights
•We delivered net sales of $3.1 billion for the nine months ended January 31, 2025, a decrease of 4%. The decrease was driven by (a) the negative effect of acquisitions and divestitures; (b) the negative effect of foreign exchange; and (c) the impact of JDCC. The decrease was partially offset by higher volumes.
◦From a brand perspective, net sales declines were led by the Finlandia and Sonoma-Cutrer divestitures, our Tequila portfolio, and the impact of JDCC, partially offset by growth of Woodford Reserve and the non-branded and bulk business (primarily used barrel sales).
◦From a geographic perspective, net sales declined across geographic aggregations.
•We delivered gross profit of $1.8 billion for the nine months ended January 31, 2025, a decrease of 6%. Gross margin decreased 1.5 percentage points to 59.4% from 60.9% in the same period last year. The decrease in gross margin was largely driven by the higher costs and the negative effect of foreign exchange, partially offset by favorable price/mix, the impact of JDCC, and the positive effect of acquisitions and divestitures.
•We delivered operating income of $902 million for the nine months ended January 31, 2025, a decrease of 13%, largely driven by (a) higher costs, (b) the absence of the gain on sale of the Finlandia vodka business; (c) the negative effect of foreign exchange; and (d) restructuring and other costs. The decrease was partially offset by (a) lower SG&A and advertising expenses; (b) favorable price/mix; (c) the franchise tax refund; and (d) the gain on sale of the Alabama cooperage.
•We delivered diluted earnings per share of $1.53 for the nine months ended January 31, 2025, a decrease of 4% from the $1.58 reported for the same period last year, driven primarily by the decrease in operating income, partially offset by the gain on sale of our investment in Duckhorn and the benefit of the lower effective tax rate.
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Summary of Operating Performance | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended January 31, | Nine Months Ended January 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2025 | Reported Change | Organic Change1 | 2024 | 2025 | Reported Change | Organic Change1 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net sales | $ | 1,069 | $ | 1,035 | (3 | %) | 6 | % | $ | 3,214 | $ | 3,081 | (4 | %) | 2 | % | |||||||||||||||||||||||||||||||||||||||||||
| Cost of sales | 434 | 416 | (4 | %) | 7 | % | 1,257 | 1,251 | — | % | 6 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 635 | 619 | (3 | %) | 5 | % | 1,957 | 1,830 | (6 | %) | (1 | %) | |||||||||||||||||||||||||||||||||||||||||||||||
| Advertising | 143 | 125 | (13 | %) | (9 | %) | 414 | 377 | (9 | %) | (6 | %) | |||||||||||||||||||||||||||||||||||||||||||||||
| SG&A | 203 | 178 | (13 | %) | (7 | %) | 595 | 551 | (7 | %) | (4 | %) | |||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and other charges | — | 31 | nm4 | nm4 | — | 33 | nm4 | nm4 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on sale of business | (90) | — | nm4 | nm4 | (90) | — | nm4 | nm4 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other expense (income), net | 6 | 5 | nm4 | nm4 | (1) | (33) | nm4 | nm4 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 373 | 280 | (25 | %) | 23 | % | 1,039 | 902 | (13 | %) | 5 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Total operating expenses2 | $ | 352 | $ | 339 | (4 | %) | (9 | %) | $ | 1,008 | $ | 928 | (8 | %) | (6 | %) | |||||||||||||||||||||||||||||||||||||||||||
Equity method investment income and gain on sale | — | (81) | nm4 | nm4 | — | (83) | nm4 | nm4 | |||||||||||||||||||||||||||||||||||||||||||||||||||
As a percentage of net sales3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gross profit | 59.4 | % | 59.8 | % | 0.4 | pp | 60.9 | % | 59.4 | % | (1.5) | pp | |||||||||||||||||||||||||||||||||||||||||||||||
| Operating income | 34.9 | % | 27.1 | % | (7.8) | pp | 32.3 | % | 29.3 | % | (3.0) | pp | |||||||||||||||||||||||||||||||||||||||||||||||
| Effective tax rate | 16.5 | % | 18.7 | % | 2.2 | pp | 20.3 | % | 19.5 | % | (0.8) | pp | |||||||||||||||||||||||||||||||||||||||||||||||
| Diluted earnings per share | $ | 0.60 | $ | 0.57 | (5 | %) | $ | 1.58 | $ | 1.53 | (4 | %) | |||||||||||||||||||||||||||||||||||||||||||||||
| Note: Totals may differ due to rounding | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1See “Non-GAAP Financial Measures” above for details on our use of “organic change,” including how we calculate these measures and why we believe this information is useful to readers.
2Operating expenses include advertising expense, SG&A expense, restructuring and other charges, and other expense (income), net.
3Year-over-year changes in percentages are reported in percentage points (pp).
4Percentage change is not meaningful.
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Results of Operations – Fiscal 2025 Year-to-Date Highlights
Market Highlights
The following table provides supplemental information for our largest markets. We discuss results of the markets most affecting our performance below the table. Unless otherwise indicated, all related commentary is on a reported basis and is for the nine months ended January 31, 2025 compared to the same period last year.
Top Markets | ||||||||||||||||||||
| Nine months ended January 31, 2025 | Net Sales % Change vs. Prior Year Period | |||||||||||||||||||
Geographic area1 | Reported | Acquisitions and Divestitures | JDCC2 | Foreign Exchange | Organic3 | |||||||||||||||
| United States | (5 | %) | 3 | % | 2 | % | — | % | (1 | %) | ||||||||||
| Developed International | (5 | %) | 2 | % | — | % | 2 | % | (1 | %) | ||||||||||
| Germany | (6 | %) | — | % | — | % | 1 | % | (4 | %) | ||||||||||
| Australia | (1 | %) | 1 | % | — | % | 2 | % | 1 | % | ||||||||||
| United Kingdom | (5 | %) | — | % | — | % | — | % | (5 | %) | ||||||||||
| France | (3 | %) | — | % | — | % | 2 | % | (2 | %) | ||||||||||
| Canada | (6 | %) | 5 | % | — | % | 2 | % | 2 | % | ||||||||||
| Spain | (9 | %) | 1 | % | — | % | 1 | % | (7 | %) | ||||||||||
| Rest of Developed International | (6 | %) | 7 | % | — | % | 3 | % | 5 | % | ||||||||||
| Emerging | (4 | %) | 6 | % | — | % | 6 | % | 8 | % | ||||||||||
| Mexico | (9 | %) | — | % | — | % | 9 | % | — | % | ||||||||||
| Poland | (13 | %) | 24 | % | — | % | (5 | %) | 5 | % | ||||||||||
| Brazil | 6 | % | — | % | — | % | 8 | % | 14 | % | ||||||||||
| Rest of Emerging | — | % | 7 | % | — | % | 5 | % | 12 | % | ||||||||||
| Travel Retail | (5 | %) | 2 | % | — | % | 1 | % | (2 | %) | ||||||||||
| Non-branded and bulk | 38 | % | 1 | % | — | % | — | % | 39 | % | ||||||||||
| Total | (4 | %) | 3 | % | 1 | % | 2 | % | 2 | % | ||||||||||
| Note: Results may differ due to rounding | ||||||||||||||||||||
1See “Definitions” above for definitions of market aggregations presented here.
2“JDCC” is included in “other items”. See “Non-GAAP Financial Measures” above for additional details.
3See “Non-GAAP Financial Measures” above for details on our use of “organic change” in net sales, including how we calculate this measure and why we believe this information is useful to readers.
The United States’ net sales declined 5% driven by (a) the divestiture of Sonoma-Cutrer; (b) lower volumes of Korbel California Champagnes, JDTW, and el Jimador; and (c) the impact of JDCC. The decline was partially offset by higher volumes and favorable price/mix of Woodford Reserve. An estimated net increase in distributor inventories positively impacted net sales.
Developed International
•Germany’s net sales declined 6% driven by lower volumes of JDTW and JD RTDs, as well as the negative effect of foreign exchange. The decline was partially offset by positive contribution from Diplomático.
•Australia’s net sales declined 1% driven by the negative effect of foreign exchange and declines of agency brands, partially offset by growth of JD RTDs and JDTW.
•The United Kingdom’s net sales declined 5% led by lower volumes of the American whiskey portfolio.
•France’s net sales decreased 3% led by declines across the Jack Daniel’s family of brands and the negative effect of foreign exchange, partially offset by positive contribution from Diplomático.
•Canada’s net sales declined 6% driven by the divestitures of Finlandia and Sonoma-Cutrer, as well as the negative effect of foreign exchange. The decline was partially offset by growth of JD RTDs.
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•Spain’s net sales declined 9% driven by lower volumes of JDTW, partially offset by positive contributions from Diplomático and Gin Mare.
•Net sales in the Rest of Developed International declined 6% driven by (a) the divestiture of Finlandia; (b) declines of the Jack Daniel’s family of brands in South Korea; (c) the absence of Glenglassaugh high-value cask sales as compared to the same prior-year period; and (d) lower volumes of The Glendronach in Taiwan. The decline was partially offset by higher volumes across our portfolio in Japan, led by JDTW, primarily due to changes in distributor ordering patterns as compared to the same prior-year period (transitioned to owned distribution in Japan on April 1, 2024).
Emerging
•Mexico’s net sales declined 9% driven by lower volumes of the Tequila portfolio and the negative effect of foreign exchange. The decline was partially offset by growth of New Mix, the distribution of new agency brands, and higher volumes of JD RTDs.
•Poland’s net sales declined 13% driven by the divestiture of Finlandia, partially offset by growth of JDTW and the positive effect of foreign exchange.
•Brazil’s net sales increased 6% led by higher volumes of JDTW and JDTA, partially offset by the negative effect of foreign exchange.
•Net sales in the Rest of Emerging were flat as higher prices of JDTW in Türkiye and volumetric growth of JDTW in the United Arab Emirates and Sub-Saharan Africa were offset by (a) the divestiture of Finlandia; (b) the negative effect of foreign exchange (reflecting the strengthening of the dollar primarily against the Turkish lira); and (c) and lower volumes across the Jack Daniel’s family of brands in Chile. An estimated net increase in distributor inventories positively impacted net sales.
Travel Retail’s net sales declined 5% driven by lower volumes of the other super-premium Jack Daniel’s expressions, the divestiture of Finlandia, and the negative effect of foreign exchange. The decline was partially offset by growth of Diplomático.
Non-branded and bulk’s net sales increased 38% driven by higher prices for used barrels.
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Brand Highlights
The following table provides supplemental information for our largest brands. We discuss results of the brands most affecting our performance below the table. Unless otherwise indicated, all related commentary is on a reported basis and is for the nine months ended January 31, 2025 compared to the same period last year.
| Major Brands | ||||||||||||||||||||||||||
| Nine months ended January 31, 2025 | Net Sales % Change vs. Prior Year Period | |||||||||||||||||||||||||
Product category / brand family / brand1 | Reported | Acquisitions and Divestitures | JDCC2 | Foreign Exchange | Organic3 | |||||||||||||||||||||
| Whiskey | — | % | — | % | — | % | 1 | % | 2 | % | ||||||||||||||||
| JDTW | 1 | % | — | % | — | % | 2 | % | 2 | % | ||||||||||||||||
| JDTH | (1 | %) | — | % | — | % | 2 | % | 2 | % | ||||||||||||||||
| Gentleman Jack | 2 | % | — | % | — | % | 1 | % | 3 | % | ||||||||||||||||
| JDTA | (4 | %) | — | % | — | % | 4 | % | — | % | ||||||||||||||||
| JDTF | (4 | %) | — | % | — | % | 1 | % | (3 | %) | ||||||||||||||||
| Woodford Reserve | 10 | % | — | % | — | % | — | % | 10 | % | ||||||||||||||||
| Old Forester | 12 | % | — | % | — | % | — | % | 12 | % | ||||||||||||||||
| Rest of Whiskey | (21 | %) | — | % | — | % | 1 | % | (20 | %) | ||||||||||||||||
| Ready-to-Drink | (4 | %) | — | % | 6 | % | 5 | % | 6 | % | ||||||||||||||||
| JD RTD/RTP | (7 | %) | — | % | 8 | % | 2 | % | 3 | % | ||||||||||||||||
| New Mix | 2 | % | — | % | — | % | 11 | % | 13 | % | ||||||||||||||||
| Tequila | (15 | %) | — | % | — | % | 2 | % | (13 | %) | ||||||||||||||||
| el Jimador | (13 | %) | — | % | — | % | 1 | % | (11 | %) | ||||||||||||||||
| Herradura | (13 | %) | — | % | — | % | 2 | % | (11 | %) | ||||||||||||||||
| Rest of Portfolio | (31 | %) | 31 | % | — | % | — | % | — | % | ||||||||||||||||
| Non-branded and bulk | 38 | % | 1 | % | — | % | — | % | 39 | % | ||||||||||||||||
| Note: Results may differ due to rounding | ||||||||||||||||||||||||||
1See “Definitions” above for definitions of brand aggregations presented here.
2“JDCC” is included in “other items”. See “Non-GAAP Financial Measures” above for additional details.
3See “Non-GAAP Financial Measures” above for details on our use of “organic change” in net sales, including how we calculate this measure and why we believe this information is useful to readers.
Whiskey
•Net sales for JDTW increased 1% driven by higher volumes in Japan following the transition to owned-distribution and higher prices in Türkiye in response to high inflation and currency devaluation. The growth was partially offset by lower volumes in the United States. An estimated net increase in distributor inventories positively impacted net sales.
•Net sales for JDTH declined 1% driven by the negative effect of foreign exchange and lower volumes in developed international markets, partially offset by growth in emerging international markets. An estimated net increase in distributor inventories positively impacted net sales.
•Net sales for Gentleman Jack increased 2% led by higher prices in Türkiye, partially offset by the negative effect of foreign exchange. An estimated net increase in distributor inventories positively impacted net sales.
•Net sales for JDTA decreased 4% driven by South Korea and the negative effect of foreign exchange, partially offset by higher volumes in Brazil and higher prices in Türkiye.
•Woodford Reserve’s net sales increased 10% driven by higher volumes, partially reflecting an estimated net increase in distributor inventories, and favorable price/mix in the United States.
•Old Forester’s net sales increased 12% driven by favorable product mix in the United States.
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•Net sales for Rest of Whiskey decreased 21% driven by the other super-premium Jack Daniel's expressions and The Glendronach, as well as the absence of Glenglassaugh high-value cask sales as compared to the same prior-year period.
Ready-to-Drink
•Net sales for the JD RTD/RTP brands declined 7% driven by the impact of JDCC, the negative effect of foreign exchange, and lower volumes in Germany. The decline was partially offset by growth of Jack Daniel’s bulk whiskey shipments for the production of Jack Daniel’s & Coca-Cola RTD products along with higher volumes in the United States reflecting an estimated net increase in distributor inventories.
•New Mix net sales increased 2% driven by higher volumes, partially offset by the negative effect of foreign exchange.
Tequila
•el Jimador’s net sales declined 13% driven by lower volumes in the United States and Mexico, partially offset by higher prices in the United States.
•Herradura’s net sales declined 13% led by lower volumes in Mexico.
Net sales for Rest of Portfolio declined 31% driven by the divestitures of Finlandia and Sonoma-Cutrer. Positive contributions from Diplomático and Gin Mare were offset by lower volumes of Korbel California Champagnes in the United States. An estimated net increase in distributor inventories positively impacted net sales.
Non-branded and bulk’s net sales increased 38% driven by higher prices for used barrels.
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Year-Over-Year Period Comparisons
Net Sales | ||||||||||||||||||||||||||
| 3 Months | 9 Months | |||||||||||||||||||||||||
| Percentage change versus the prior year period ended January 31 | Volume | Price/mix | Total | Volume | Price/mix | Total | ||||||||||||||||||||
| Change in reported net sales | (2 | %) | (1 | %) | (3 | %) | (8 | %) | 4 | % | (4 | %) | ||||||||||||||
| Acquisitions and divestitures | 7 | % | (2 | %) | 4 | % | 5 | % | (2 | %) | 3 | % | ||||||||||||||
JDCC1 | 4 | % | (3 | %) | 1 | % | 5 | % | (4 | %) | 1 | % | ||||||||||||||
| Foreign exchange | — | % | 4 | % | 4 | % | — | % | 2 | % | 2 | % | ||||||||||||||
| Change in organic net sales | 8 | % | (2 | %) | 6 | % | 1 | % | — | % | 2 | % | ||||||||||||||
| Note: Results may differ due to rounding | ||||||||||||||||||||||||||
1“JDCC” is included in “other items”. See “Non-GAAP Financial Measures” above for additional details.
For the three months ended January 31, 2025, net sales were $1.0 billion, a decrease of $33 million, or 3%, driven by (a) the negative effect of acquisitions and divestitures; (b) the negative effect of foreign exchange; (c) unfavorable price/mix; and (d) the impact of JDCC, partially offset by higher volumes. Higher volumes were led by New Mix, JDTW, and JD RTDs. Price/mix primarily reflects a portfolio mix shift to our lower priced brands.
For the nine months ended January 31, 2025, net sales were $3.1 billion, a decrease of $133 million, or 4%, driven by (a) the negative effect of acquisitions and divestitures; (b) the negative effect of foreign exchange; and (c) the impact of JDCC, partially offset by higher volumes. Higher volumes were primarily led by New Mix and JDTW. Price/mix reflects an unfavorable portfolio mix shift offset by growth of the non-branded and bulk business (primarily used barrel sales). See “Results of Operations - Fiscal 2025 Year-to-Date Highlights” above for further details on net sales for the nine months ended January 31, 2025.
Cost of Sales | ||||||||||||||||||||||||||
| 3 Months | 9 Months | |||||||||||||||||||||||||
| Percentage change versus the prior year period ended January 31 | Volume | Cost/mix | Total | Volume | Cost/mix | Total | ||||||||||||||||||||
| Change in reported cost of sales | (2 | %) | (2 | %) | (4 | %) | (8 | %) | 8 | % | — | % | ||||||||||||||
| Acquisitions and divestitures | 7 | % | 2 | % | 9 | % | 5 | % | (1 | %) | 4 | % | ||||||||||||||
JDCC1 | 4 | % | (2 | %) | 2 | % | 5 | % | (3 | %) | 2 | % | ||||||||||||||
| Foreign exchange | — | % | 1 | % | 1 | % | — | % | — | % | — | % | ||||||||||||||
| Change in organic cost of sales | 8 | % | (2 | %) | 7 | % | 1 | % | 5 | % | 6 | % | ||||||||||||||
| Note: Results may differ due to rounding | ||||||||||||||||||||||||||
1“JDCC” is included in “other items”. See “Non-GAAP Financial Measures” above for additional details.
For the three months ended January 31, 2025, cost of sales were $416 million, a decrease of $17 million, or 4%, driven by (a) the positive effect of the acquisitions and divestitures; (b) the impact of JDCC; (c) a shift in portfolio mix toward our lower-cost brands; and (d) the positive effect of foreign exchange. The declines were partially offset by higher input costs, unfavorable fixed cost absorption related to decreased production levels of our full-strength portfolio, and higher volumes of New Mix and JDTW.
For the nine months ended January 31, 2025, cost of sales were $1.3 billion, a decrease of $6 million, as the positive effect of acquisitions and divestitures and the impact of JDCC were offset by higher input costs, unfavorable fixed cost absorption related to decreased production levels of our full-strength portfolio, and higher volumes of New Mix and JDTW.
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Gross Profit | ||||||||||||||
| Percentage change versus the prior year period ended January 31 | 3 Months | 9 Months | ||||||||||||
| Change in reported gross profit | (3 | %) | (6 | %) | ||||||||||
| Acquisitions and divestitures | 2 | % | 3 | % | ||||||||||
JDCC1 | — | % | — | % | ||||||||||
| Foreign exchange | 6 | % | 3 | % | ||||||||||
| Change in organic gross profit | 5 | % | (1 | %) | ||||||||||
| Note: Results may differ due to rounding | ||||||||||||||
1“JDCC” is included in “other items”. See “Non-GAAP Financial Measures” above for additional details.
Gross Margin | |||||||||||
| For the period ended January 31 | 3 Months | 9 Months | |||||||||
| Prior year gross margin | 59.4 | % | 60.9 | % | |||||||
| Price/mix | 1.3 | % | 1.6 | % | |||||||
| Cost | (1.6) | % | (3.2) | % | |||||||
| Acquisitions and divestitures | 1.6 | % | 0.3 | % | |||||||
JDCC1 | 0.4 | % | 0.5 | % | |||||||
| Foreign exchange | (1.3 | %) | (0.7 | %) | |||||||
| Change in gross margin | 0.4 | % | (1.5 | %) | |||||||
| Current year gross margin | 59.8 | % | 59.4 | % | |||||||
| Note: Results may differ due to rounding | — | — | |||||||||
1“JDCC” is included in “other items”. See “Non-GAAP Financial Measures” above for additional details.
For the three months ended January 31, 2025, gross profit of $619 million decreased $16 million, or 3%, compared to the same period last year. Gross margin increased to 59.8% from 59.4% as compared to the same period last year. The increase in gross margin was largely driven by the positive effect of acquisitions and divestitures, favorable price/mix, and the impact of JDCC, partially offset by higher costs and the negative effect of foreign exchange.
For the nine months ended January 31, 2025, gross profit of $1.8 billion decreased $127 million, or 6%, compared to the same period last year. Gross margin decreased to 59.4% from 60.9% as compared to the same period last year. The decrease in gross margin was largely driven by higher costs and the negative effect of foreign exchange, partially offset by favorable price/mix, the impact of JDCC, and the positive effect of acquisitions and divestitures.
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Operating Expenses | |||||||||||||||||||||||||||||
| Percentage change versus the prior year period ended January 31 | |||||||||||||||||||||||||||||
| 3 Months | Reported | Acquisitions and Divestitures | Other Items1 | Foreign Exchange | Organic | ||||||||||||||||||||||||
| Advertising | (13 | %) | 1 | % | — | % | 3 | % | (9 | %) | |||||||||||||||||||
| SG&A | (13 | %) | 3 | % | — | % | 3 | % | (7 | %) | |||||||||||||||||||
Total operating expenses2 | (4 | %) | 3 | % | (9 | %) | 1 | % | (9 | %) | |||||||||||||||||||
| 9 Months | |||||||||||||||||||||||||||||
| Advertising | (9 | %) | 2 | % | — | % | 1 | % | (6 | %) | |||||||||||||||||||
| SG&A | (7 | %) | 2 | % | — | % | 1 | % | (4 | %) | |||||||||||||||||||
Total operating expenses2 | (8 | %) | 3 | % | (2 | %) | 1 | % | (6 | %) | |||||||||||||||||||
| Note: Results may differ due to rounding | |||||||||||||||||||||||||||||
1“Other items” includes “restructuring and other charges” and “franchise tax refund”. See “Non-GAAP Financial Measures” above for additional details.
2Total operating expenses include advertising expense, SG&A expense, restructuring and other charges, and other expense (income), net.
For the three months ended January 31, 2025, operating expenses totaled $339 million, a decrease of $13 million, or 4%, compared to the same period last year. The decrease in operating expenses was primarily driven by the decrease in SG&A and advertising expenses, the impact of of our recently divested brands, and the positive effect of foreign exchange, partially offset by restructuring and other charges.
•Advertising expense decreased 13% for the three months ended January 31, 2025 driven by timing of lower JDTW and JDTA spend, as well as the positive effect of foreign exchange and the impact of our recently divested brands.
•SG&A expense decreased 13% for the three months ended January 31, 2025 reflecting (a) lower compensation-and-benefit-related expenses; (b) the absence of transaction-related expenses for the recent divestitures; (c) the positive effect of foreign exchange; and (d) lower discretionary spend.
For the nine months ended January 31, 2025, operating expenses totaled $928 million, a decrease of $80 million, or 8%, compared to the same period last year. The decrease in operating expenses was primarily driven by (a) the decrease in SG&A and advertising expenses; (b) the impact of our recently divested brands; (c) the positive effect of foreign exchange; (d) the franchise tax refund; and (e) the gain on sale of the Alabama cooperage, partially offset by restructuring and other charges.
•Advertising expense decreased 9% for the nine months ended January 31, 2025 driven by (a) timing of lower JDTW and JDTA spend; (b) lower Jack Daniel’s and Coca-Cola RTD spend as compared to the prior-year period launch in the United States; (c) the impact of our recently divested brands; and (d) the positive effect of foreign exchange.
•SG&A expense decreased 7% for the nine months ended January 31, 2025 driven by (a) lower compensation-and-benefit-related expenses; (b) the absence of transaction-related expenses for the recent divestitures; (c) the positive effect of foreign exchange; and (d) lower discretionary spend.
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Operating Income | |||||||||||
| Percentage change versus the prior year period ended January 31 | 3 Months | 9 Months | |||||||||
| Change in reported operating income | (25 | %) | (13 | %) | |||||||
| Acquisitions and divestitures | 24 | % | 11 | % | |||||||
Other items1 | 11 | % | 2 | % | |||||||
| Foreign exchange | 12 | % | 4 | % | |||||||
| Change in organic operating income | 23 | % | 5 | % | |||||||
| Note: Results may differ due to rounding | |||||||||||
1“Other items” includes “JDCC”, “restructuring and other charges”, and“franchise tax refund”. See “Non-GAAP Financial Measures” above for additional details.
For the three months ended January 31, 2025, operating income totaled $280 million, a decrease of $93 million, or 25%, compared to the same period last year. Operating margin decreased 7.8 percentage points to 27.1% from 34.9% in the same period last year driven by (a) the negative effect of acquisitions and divestitures (largely due to the absence of the gain on sale of the Finlandia vodka business); (b) restructuring and other charges; (c) the negative effect of foreign exchange; and (d) higher costs. The decrease was partially offset by lower SG&A and advertising expenses along with favorable price/mix.
For the nine months ended January 31, 2025, operating income totaled $902 million, a decrease of $137 million, or 13%, compared to the same period last year. Operating margin decreased 3.0 percentage points to 29.3% from 32.3% in the same period last year driven by (a) higher costs; (b) the negative effect of acquisitions and divestitures (largely due to the absence of the gain on sale of the Finlandia vodka business); (c) the negative effect of foreign exchange; and (d) restructuring and other charges. The decrease was partially offset by (a) lower SG&A and advertising expenses; (b) favorable price/mix; (c) the franchise tax refund; and (d) the gain on sale of the Alabama cooperage.
The effective tax rate for the three months ended January 31, 2025 was 18.7% compared to 16.5% for the same period last year. The increase in our effective tax rate was driven primarily by increased unfavorable tax effects of foreign earnings, the absence of the beneficial impact of tax rate differences on the sale of the Finlandia vodka business in the prior fiscal year, and higher state taxes, partially offset by the beneficial impact of prior fiscal year true-ups recorded in the current period and the beneficial impact of a change in tax status with respect to one of our foreign subsidiaries.
The effective tax rate for the nine months ended January 31, 2025 was 19.5% compared to 20.3% for the same period last year. The decrease in our effective tax rate was primarily due to the beneficial impact of prior fiscal year true-ups recorded in the current year, partially offset by higher state taxes, the increased unfavorable tax effects of foreign earnings, and the absence of the beneficial impact of tax rate differences on the sale of the Finlandia vodka business in the prior fiscal year.
Diluted earnings per share of $0.57 for the three months ended January 31, 2025, decreased 5% from the $0.60 reported for the same period last year driven primarily by the decrease in operating income, partially offset by the gain on sale of our investment in Duckhorn. Diluted earnings per share of $1.53 for the nine months ended January 31, 2025, decreased 4% from the $1.58 reported for the same period last year driven primarily by the decrease in operating income, partially offset by the gain on sale of our investment in Duckhorn and the benefit of the lower effective tax rate.
Fiscal 2025 Outlook
Below we discuss our outlook for fiscal 2025, which reflects the trends, developments, and uncertainties (including those described above) that we expect to affect our business.
The operating environment continues to be increasingly volatile due to geopolitical uncertainties and global macroeconomic conditions. Based on the currently known factors, we anticipate a return to organic net sales and organic operating income growth for fiscal 2025. Accordingly, we reaffirm the following expectations:
•Organic net sales growth in the 2% to 4% range.
•Organic operating income growth in the 2% to 4% range.
•Capital expenditures planned to be in the range of $180 to $190 million.
The forecasted effective tax rate range has been updated to approximately 20% to 22% from 21% to 23%.
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Liquidity and Financial Condition
Liquidity. We generate strong cash flows from operations, which enable us to meet current obligations, fund capital expenditures, and return cash to our stockholders through regular dividends and, from time to time, through share repurchases and special dividends. We believe our investment-grade credit ratings (A1 by Moody’s and A- by Standard & Poor’s) provide us with financial flexibility when accessing global debt capital markets and allow us to reserve adequate debt capacity for investment opportunities and unforeseen events.
Our cash flows from operations are supplemented by our cash and cash equivalent balances, as well as access to other liquidity sources. Cash and cash equivalents were $446 million at April 30, 2024, and $599 million at January 31, 2025. As of January 31, 2025, approximately 37% of our cash and cash equivalents were held by our foreign subsidiaries whose earnings we expect to reinvest indefinitely outside of the United States. We continue to evaluate our future cash requirements and may decide to repatriate additional cash held by our foreign subsidiaries, which may require us to provide for and pay additional taxes.
We have a $900 million commercial paper program that we use, together with our cash flows from operations, to fund our short-term operational needs. See Note 8 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for outstanding commercial paper balances, interest rates, and days to maturity at April 30, 2024, and January 31, 2025. The average balances, interest rates, and original maturities during the periods ended January 31, 2024 and 2025, are presented below.
| Three Months Average | Nine Months Average | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| January 31, | January 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2024 | 2025 | 2024 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
Average commercial paper (par amount) | $575 | $422 | $429 | $463 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Average interest rate | 5.51% | 4.80% | 5.44% | 5.16% | |||||||||||||||||||||||||||||||||||||||||||||||||
| Average days to maturity at issuance | 33 | 56 | 34 | 42 | |||||||||||||||||||||||||||||||||||||||||||||||||
Our commercial paper program is supported by available commitments under our $900 million bank credit facility that expires on May 26, 2028. Although unlikely, under extreme market conditions, one or more participating banks may not be able to fund its commitments under our credit facility. To manage this counterparty credit risk, we partner with banks that have investment grade credit ratings, limit the amount of exposure we have with each bank, and monitor each bank’s financial conditions.
Our most significant short-term cash requirements relate primarily to funding our operations (such as expenditures for raw materials, production and distribution, advertising and promotion, and current taxes), repayment of our notes maturing in April 2025, dividend payments, and capital investments. We expect to meet our planned short-term liquidity needs through cash generated from operations and borrowings under our commercial paper program. If we have additional liquidity needs, we believe that we could access financing in the capital markets. Our most significant longer-term cash requirements primarily include payments related to our long-term debt, employee benefit obligations, and deferred tax liabilities.
We believe our current liquidity position, supplemented by our ability to generate positive cash flows from operations in the future, and our ample debt capacity enabled by our strong short-term and long-term credit ratings, will be sufficient to meet all of our expected future short- and long-term financial commitments.
Cash flows. Cash provided by operations of $446 million during the nine months ended January 31, 2025, increased $84 million from the same period last year, reflecting lower working capital requirements offset partially by lower earnings.
Cash provided by investing activities was $284 million during the nine months ended January 31, 2025, compared to $63 million provided by investing activities during the same period last year. The $221 million increase largely reflects (a) proceeds of $350 million from the sale of our equity method investment in Duckhorn in December 2024, (b) a $38 million increase in proceeds from other asset sales (primarily attributable to proceeds of $51 million received from the sale of our Alabama cooperage in May 2024), and (c) a $31 million decline in capital expenditures, partially offset by (d) proceeds of $194 million from our divestiture of Finlandia in November 2023.
Cash used for financing activities was $546 million during the nine months ended January 31, 2025, compared to $212 million in cash used for financing activities during the same prior-year period. The $334 million increase largely reflects a $719 million increase in net repayments of short-term borrowings, partially offset by a $400 million decline in share repurchases.
36
Dividends. See Note 9 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report for information about cash dividends declared per share on our Class A and Class B common stock during fiscal 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We face market risks arising from changes in foreign currency exchange rates, commodity prices, and interest rates. Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency-denominated cash flows. Commodity price changes can affect our production and supply chain costs. Interest rate changes affect (a) the fair value of our fixed-rate debt and (b) cash flows and earnings related to our variable-rate debt and interest-bearing investments. We manage market risks through procurement strategies as well as the use of derivative and other financial instruments. Our risk management program is governed by policies that authorize and control the nature and scope of transactions that we use to mitigate market risks. Since April 30, 2024, there have been no material changes to the market risks faced by us or to our risk management program as disclosed in our 2024 Form 10-K.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (our principal executive and principal financial officers), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this report. Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures: (a) are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (b) include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
37
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We operate in a litigious environment and we are sued in the normal course of business. We do not anticipate that any pending legal proceedings will have, individually or in the aggregate, a material adverse effect on our financial position, results of operations, or liquidity.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our 2024 Form 10-K, which could materially adversely affect our business, financial condition, or future results. The information presented below updates, and should be read in conjunction with, the risk factors disclosed in our 2024 Form 10-K. Otherwise, except as presented below, there have been no material changes to the risk factors disclosed in our 2024 Form 10-K.
We are subject to risks from changes to the trade policies, tariffs and import and export regulations of the U.S. and foreign governments.
Changes in the import and export policies, including trade restrictions, new or increased tariffs or quotas, embargoes, sanctions and countersanctions, safeguards or customs restrictions by the U.S. and foreign governments, could require us to change the way we conduct business and negatively affect our business performance, financial condition, results of operations, and our relationships with customers, suppliers, and employees. Likewise, changes in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where we currently sell our products or conduct our business could adversely affect our business.
For example, the U.S. presidential administration has recently imposed tariffs on foreign imports into the United States, including an additional 20% tariff on all product imports from China and an additional 25% tariff on all product imports from Mexico and Canada. These actions have and are expected to continue to result in retaliatory measures on U.S. goods. If maintained, the newly announced tariffs and the potential escalation of trade disputes could pose a significant risk to our business, including an increase to the cost of our products and, to the extent we absorb the costs of tariffs and do not pass them through to our customers, higher cost of goods sold and lower gross profit and margins. The extent and duration of the tariffs and the resulting impact on general economic conditions on our business are uncertain and depend on various factors, including negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. Further, actions we take to adapt to new tariffs or trade restrictions may cause us to modify our operations or forgo business opportunities. Likewise, tariffs and import and export regulations could also limit the availability of our products, prompt consumers to seek alternative products and provide an opportunity for competitors not subject to such tariffs to establish a presence in markets where we conduct our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended January 31, 2025, no director or officer of the Company adopted terminated
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Item 6. Exhibits
The following documents are filed with this report:
| Exhibit Index | |||||
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101 | The following materials from Brown-Forman Corporation's Quarterly Report on Form 10-Q for the quarter ended January 31, 2025, in Inline XBRL (eXtensible Business Reporting Language) format: (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. | ||||
| 104 | Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101). | ||||
* Indicates management contract, compensatory plan, or arrangement.
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BROWN-FORMAN CORPORATION | |||||||||||
| (Registrant) | |||||||||||
| Date: | March 5, 2025 | By: | /s/ Leanne D. Cunningham | ||||||||
| Leanne D. Cunningham | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
| (On behalf of the Registrant and as Principal Financial Officer) | |||||||||||
40
$BROWN FORMAN November 15, 2024 Matias Bentel Dear Matias: Effective January 1, 2025, your employment with the Company is ending. The Company is offering you transition benefits to help you with this change. This letter explains various benefits, the transition payments the Company is offering you, and the actions you need to take. Please note that some benefits require your prompt attention and have a time limit in which to act. Pay careful attention to the information contained in this document and don’t hesitate to reach out if you have additional questions. Please take time now to make sure that your address and contact information are accurate in Workday so that you receive any future communications. Section 1- General Information This section describes your rights in various matters and explains steps you may need to take to receive certain benefits. You do not have to sign the Release and Agreement to receive the benefits listed in Section 1 - General Information. Holiday Bonus You will receive a pro-rata portion of the current year's holiday bonus for your period of employment from December 1st through your termination date. If possible, this amount will be added to your final paycheck; otherwise, it will be paid in the next payroll cycle following termination. Employee Stock Purchase Plan If you participate in the Employee Stock Purchase Plan, you can keep your account or elect to receive payment of your balance in cash or shares of stock. You may contact Computershare for further information and election forms at 800-736-3001. Credit Union Contact the Brown-Forman Employees Credit Union at 800-777-1636 ext. 7636 regarding access to your credit union account balance and the continued payment on any outstanding loans.
Page 2 Unemployment You should contact your local Unemployment Compensation Office immediately following termination to start any unemployment benefits to which you may be entitled. Corporate Credit Card and Other Amounts Owed to the Company You are responsible for completing any outstanding expense reports, canceling subscription services or recurring payments on your corporate card and making arrangements to reimburse any amounts owed to the Company. You must take these actions whether or not you sign the Release and Agreement. If you have questions or need assistance please email expense_processing@b-f.com. Health & Welfare and Retirement Benefits The following is a brief explanation of what happens to your existing Company health, insurance, and retirement benefits upon your termination of employment. You will receive additional information in a letter directly from the B-F Benefits Service Center within 7 business days of your termination date. Please contact Cerity Partners (formerly called ARGI Financial) at 502-753-0609 or bfadvisors@ceritypartners.com for an appointment to discuss your Brown-Forman specific benefits. This appointment is available at no cost to you but you must contact them within 30 days of your termination date to receive this free service. You can also contact B-F Benefits Service Center at 833-543-1905 with questions on any of the below-referenced benefits or to change an address (or email) on file. Medical, Vision, and Dental Coverage Continuation. If you were enrolled in medical, dental, and/or vision coverage, those coverages will stop at the end of the month in which your employment terminates. If you so elect, your coverage can be continued for up to 18 months for you and any covered dependents under COBRA or B-F’s COBRA Equivalent benefit for partners. Within 14 days of your separation, an "Election and Enrollment" form will be mailed to your home address. You must complete, and return this form as directed in that letter to have your coverage continued under COBRA. You may also enroll in COBRA online directly with the B-F Benefits Service Center by logging onto BrownFormanbenefits.com. TIME SENSITIVE: COBRA information will come from Businessolver, our partner for administering COBRA. If you do not receive a COBRA packet within 14 days of your termination date, please contact the B-F Benefits Service Center at 833-543-1905. You have 60 days from the date of your COBRA package to enroll in COBRA benefits. Your premium invoice will then be forwarded to you shortly after Businessolver receives your COBRA election form. Coverage is not reinstated until your premium is received by Businessolver and reinstatement can take up to three weeks from when your paperwork and premium are received. Once coverage is reinstated, it will be retroactive to your coverage end date so no lapse in coverage occurs. If you have claims denied during this period, please request that your provider re-file the claim once your reinstatement has occurred. You can pay for any COBRA elections with a monthly check or you may set up electronic payment via the B-F Benefits Service Center. Failure to pay the initial or ongoing premiums will result in the cancelation of your coverage. COBRA/Medicare Note: If you (or a covered dependent) become eligible for Medicare while on COBRA, COBRA coverage(s) will end for that person in accordance with federal guidelines. For more information, go to www.Medicare.gov.
Page 3 Pre-Medicare Retiree Medical. If you are eligible for retiree medical, you (and your spouse/partner if applicable) will be automatically enrolled when your active medical coverage ends (which is the last day of the month in which your employment is terminated). You will receive an invoice for your premium from the B-F Benefits Service Center via email (if you elected electronic delivery of information and provided a personal email address) or hard copy mailed to your home. You can also log on to the B-F Benefits Service Center site BrownFormanBenefits.com to set up electronic, automatic payments. If coverage is not needed, you may drop it by calling the B-F Benefits Service Center at 833- 543-1905. Failure to pay the premiums when due will also cancel your coverage. If coverage is dropped or canceled, you cannot re-enroll. Note: dependents, other than a spouse/partner, are not eligible for retiree medical, and the employee must be covered under Retiree Medical in order for a spouse/partner to be covered under Retiree Medical. If coverage continuation is needed for covered dependent children, COBRA coverage is available (as discussed above). Retiree medical coverage does not include dental and vision. If you want to continue dental and vision, that is also available to you under COBRA as long as it is coverage you had on your date of termination. Important Note: If you plan to remain in Retiree Medical do not also elect COBRA medical for yourself, and if applicable, your spouse/partner. See the informational graphic on the last page of this packet. Retiree Medical Medicare Eligible. If you are eligible for retiree medical, and you (and/or your eligible spouse/partner) are Medicare eligible you must contact B-F Total Rewards at b-ftotalrewards@b-f.com or (502) 774-7295 as soon as possible to be referred to the Alight Retiree Health Solutions for Medicare supplemental coverage. Enrollment in Medicare Part A & B is also required. If you are eligible for the Retiree Reimbursement Account (RRA), you must place coverage through Alight to receive that benefit. Health Savings Account (HSA). If you participated in one of Brown-Forman’s High Deductible Health Plans and have an HSA with HealthEquity (HE), you are entitled to your full HSA account, including any employer contributions that were made. Your account will remain with HE unless/until you move it. You can contact HE at 866-346-5800 for additional information. Health Care Flexible Spending Account (FSA). If you have not used all of your Health Care FSA balance at the time of your termination, you may elect to continue that benefit coverage under COBRA. If you elect not to continue the Health Care FSA under COBRA, you have 60 days from your termination date to submit claims for reimbursement of any eligible services incurred through your termination date. If you elect COBRA for your Health Care FSA and continue that coverage through the end of December, you will have until March 1 the following year to file for reimbursement of eligible expenses incurred through December. Should you drop your COBRA coverage at any point prior to the end of the year, you will have 60 days from the coverage term date to file for reimbursement for eligible expenses prior to the COBRA termination date.
Page 4 Dependent Care FSA. Dependent Care FSA cannot be continued under COBRA. If you are participating in this program, you have 60 days from your termination date to submit claims for reimbursement for services received through your termination date. For questions regarding your FSA account(s), contact HE at 866-346-5800. B-F Live Well. You and your enrolled spouse/partner (if applicable) have 30 days from your termination date to redeem any PulseCash through Virgin Pulse that was earned prior to your termination. Additional PulseCash may not be earned following your termination date. Group Life Insurance. All life insurance benefits end on your termination date. This includes Company-paid life insurance as well as any additional voluntary life insurance coverage for yourself, your spouse/partner, or dependent child(ren). In most cases, you are eligible to “port” all or a portion of this coverage to a Lincoln Financial group term life policy. For coverage over and above the portable allowable amount, you may be allowed to continue additional life coverage under an individual, whole-life conversion policy with Lincoln Financial Group. Lincoln will automatically send you information by mail on how to port/convert your coverage after your termination date. If you do not receive the information, contact Lincoln at 1-888-408-7300. Porting or converting coverage does not require evidence of insurability. Retiree Life Insurance. If you are eligible for Retiree Life Insurance, you will be automatically enrolled after your termination date. To designate a beneficiary for this coverage, please contact the B-F Benefits Service Center at 833-543-1905 or go online at www.brownformanbenefits.com. Short-Term and Long-Term Disability. Coverage for future disability ends on your termination date and cannot be converted to a private policy. If you are on long-term disability leave at the time of your termination, information about your current disability benefits will be provided to you by Lincoln Financial. 401(k) Savings Plan. If you are a participant in the 401(k) savings plan, you are entitled to direct rollover or payout of your vested account balance. Generally, all contributions from your pay and any corresponding match are credited to your account within a few weeks of your Leave date. Empower Retirement will provide you with distribution information soon after your termination date. You can provide distribution direction to Empower Retirement by logging on to your account at bfsavinqsplan.com or contacting Empower Retirement at 844-923-4015. You can elect to roll over your benefit, have the full balance paid directly to you, take a portion of your benefit, or take a stream of benefit payments from your account at any time. If your balance is $7,000.00 or less, your balance will automatically be rolled to an IRA in your name with Inspira Financial unless you direct the payment to be made to you or to a different rollover account within 90 days of your termination date. If your vested account balance is over $7,000.00, you are not required to make a distribution election until your required minimum distributions are payable (ages 70-75). If you have an outstanding 401(k) loan at the time of your termination, you are responsible for making the monthly payments directly to Empower Retirement.
Page 5 Failure to continue payments will result in a taxable distribution on your outstanding loan balance (which could also have IRS penalties associated). Empower Retirement will send you instructions on how to submit payments. If you do not receive instructions within 30 days of your termination date, contact Empower Retirement at 844-923-4015. Executive Savings Plan (ESP). If you are a participant in the ESP, you will be contacted by Newport Group, the ESP administrator, about your account. If you meet the retirement criteria of age 55+ with 5+ years of service, your ESP benefit will be paid based on your Retirement 1 and Retirement 2 distribution election(s). If you are in pay status with a scheduled distribution, that scheduled distribution will continue. Any scheduled distribution(s) not yet in pay status will be consolidated into your Retirement 1 account and paid based on the Retirement 1 payout schedule. If you do not meet the retirement criteria (55+ & 5+), your account balances (scheduled and Retirement 1 and 2 as applicable) will all be combined and paid to you in 1 lump sum six months following your termination date. You can receive additional information about your ESP account and distributions by contacting Newport at 800-230-3950. Pension. If you are a vested participant in a Brown-Forman sponsored pension plan, the Brown-Forman Pension Center will send you detailed pension information approximately four to six weeks after your termination date. That detailed information will provide you with both the lump sum and annuity benefits available to you from the Plan. If you were hired before July 2012, you have a 120-day window from your termination date to elect the lump sum benefit (which can be rolled to your IRA). If you do not request your lump sum benefit within that window, your only payment option will be monthly installment payments paid to you for your lifetime, which can begin at or after age 55 but must begin by age 65. If you were hired in July 2012 or after, your vested benefit can be paid to you in a lump sum or rolled to an IRA at any time following your termination. If you have questions regarding your pension information, please contact the Brown-Forman Pension Center at 877-775-1477 or Cerity Partners as outlined earlier in this letter. Supplemental Executive Retirement Plan (SERP). If you are a vested participant in the SERP, the Brown-Forman Pension Center will send you detailed SERP pension information approximately four to six weeks after your termination date. That detailed information will provide you with your payment options. Hired before July 2012: If you are 55 or older on your termination date, your SERP benefit must be paid 6 months following your termination date in the form of a lifetime annuity (no lump sum available). If you are under age 55, you will be contacted by the Brown-Forman Pension Center shortly before turning 55 to make your SERP benefit election. Hired in July 2012 or after: Your vested benefit will be paid to you in a lump sum 6 months following your termination regardless of your age.
Page 6 If you have questions regarding your pension information, please contact the Brown-Forman Pension Center at 877-775-1477 or Cerity Partners as outlined earlier in this letter. Employee Assistance Program (EAP) through Optum. This benefit is continued for 30 days at no cost. Following that, a continuation of this benefit is available under COBRA for up to 18 months at a minimal cost. You must elect EAP on the COBRA continuation form to be entitled to the benefit. Should you or your dependents want confidential, professional counseling to help adjust to this termination or any other issues that may be stressful at this time, the Company encourages you to contact Optum, our EAP provider. They may be reached 24/7 at 866-374-6061. Commuter Benefits. You will have 90 days to spend down any remaining funds on your commuter card. Anything left after that timeframe is forfeited. Section 2- Additional Benefits (Compensation, Benefits, and Services) This section lists the additional services and financial assistance that the Company is offering you in return for your signing and fully complying with the Release and Agreement in Section 3 of this letter. Transition Payments After the effective date of your termination, the company offers 12 months of transition payments. These payments, less required withholdings, will be automatically deposited to your bank account through the normal semi-monthly payroll process. In arriving at the amount of your transition pay we took the following into account: Cash Compensation Annualized Monthly Salary $500,000.00 $41,666.67 Holiday Bonus $20,850.00 $1,737.50 Medical Premium Subsidy $12,000.00 $1,000.00 Monthly Compensation $44,404.17 Months of Transition Pay 12 Total Transition Pay $532,850.00 Your monthly transition payments will total $44,404.17, less taxes, per month, and the total of all of your transition payments will equal $532,850.00. In addition, we will provide you with a lump sum payment in the gross amount of $12,000 to offset costs you may incur as you engage with service providers during your transition. Payroll will print and mail transition paystubs to your home address.
Page 7 Financial Planning Services Cerity Partners (formerly ARGI Financial) will provide confidential, comprehensive financial planning services at no cost to you for up to 12 months. This planning process will help you navigate immediate financial decisions as well as long-term financial goals. You will be connected with a personal financial advisor who specializes in Brown-Forman benefits. Cerity Partners' services include understanding your severance package, a detailed review of your cash flow and financial position, your options for retirement and other benefits, understanding the tax implications of certain decisions, and discussions about estate planning to name a few. To use this benefit, you must contact Cerity Partners at 502-753-0609 or bfadvisors@ceritypartners.com within 30 days of signing the Release and Agreement in Section 3. Medical Premium Subsidy As noted under the Employee Benefits heading in Section 1, you may elect to continue medical, dental, and vision coverage(s) for you and your family for up to 18 months under COBRA or if eligible, you may elect to continue medical only coverage under the Retiree Medical program. To assist you with the premiums required for COBRA and/or Retiree Medical, the company will provide a monthly premium subsidy amount through the end of the transition payment period. Long-Term Incentives The following summarizes the treatment of long-term incentives. Please note for the purpose of this separation, all long-term incentives will be treated as outlined under the “Involuntary Termination without Cause” section of their applicable award agreement and/or administrative guidelines, except for the Stock-Settled Appreciation Rights which will be treated as outlined under the “Retirement” section of their applicable award agreement. These agreements require the acceptance of all terms and conditions noted below in “Section 3” in order to qualify for the treatment outlined below. Depending on your management level, not all long-term incentives described below may be applicable. Long-Term Cash. Your outstanding long-term cash incentives for prior fiscal year performance periods will not be prorated and will be adjusted for actual company performance and be paid at the same time and in the same manner as active participants. Stock-Settled Appreciation Rights (SSARs). Although you will not be retirement eligible on your separation date, SSARs Awards will be treated as outlined in the “Retirement” section of their applicable grant agreement. Any outstanding stock appreciation rights will vest as indicated in the award agreement under Retirement and continue in force until the earlier of (a) the Expiration Date; or (b) the end of seven years following the date of termination. Any award that was granted within this fiscal year will be prorated based on the number of whole months worked, with the remaining portion canceled and forfeited.
Page 8 Performance-Based Restricted Stock or Stock Units (PBRSUs). Awards will be treated as outlined in the “Involuntary Termination Without Cause” section of their applicable grant agreement. Any outstanding awards in the first fiscal year performance period will be prorated based on the number of full months eligible for the award and will be adjusted for actual company performance. All awards will be payable on the date indicated in the applicable award agreement(s). Any outstanding restricted stock or stock unit awards in the second or third fiscal year of their performance period will vest without pro-ration and will become payable on the date indicated in the applicable award agreements. Restricted Stock or Stock Units (RSUs). Awards will be treated as outlined in the “Involuntary Termination Without Cause” section of their applicable grant agreement. Any outstanding awards in the first fiscal year performance period will be prorated based on the number of full months eligible for the award. All awards will be payable on the date(s) indicated in the applicable award agreement(s). If your employment ends before the current fiscal year’s equity grant has occurred, your long-term incentive for the current fiscal year performance period will be prorated based on the number of full months eligible for the award divided by 12 and will be paid out in cash at target within 30 days of accepting this release. Your long-term award summary is detailed separately from The Release and Agreement. Questions If you have any questions about this letter or the Release and Agreement, please contact Diane Nguyen - EVP, Chief People, Places, and Communications Officer, diane nguyen@b-f.com; (502) 526-2786. If you choose to sign the Release and Agreement, please return one complete copy of the letter with the Release and Agreement to Diane Nguyen - EVP, Chief People, Places, and Communications Officer, at 850 Dixie Highway, Louisville, KY 40210. Very Truly Yours, Lawson Whiting President and Chief Executive Officer
Page 9 Section 3- Release and Agreement 1. GENERAL (a) PURPOSE I understand that I am entitled to the compensation and benefits described in Section 1 above (General Information), even if I do not sign this Section 3 Release and Agreement. I further understand that the Additional Benefits described in Section 2 above are being offered by the Company to me as consideration for my signing and fully complying with this Release and Agreement, and that I am not otherwise eligible for these Additional Benefits. (b) ENCOURAGEMENT TO CONSULT WITH ATTORNEY I acknowledge that this Release and Agreement is a binding legal document and that the Company advises me to consult with an attorney before signing this Release and Agreement. (c) REVIEW AND CONSIDERATION PERIOD I acknowledge that I hereby am given at least 21 days to review and consider this Release and Agreement and have had the opportunity to use as much of that time as I wish before signing it. I wish to accept the Additional Benefits described in Section 2 of this letter and in exchange agree as follows: 2. RELEASE AND COVENANT NOT TO SUE. I hereby release Brown-Forman Corporation and all of its divisions, subsidiaries, affiliates, employees, officers, directors, successors and assigns (hereinafter collectively “the Company’) from all claims, liabilities, demands, causes of action, and claims for attorney’s fees which I may have or claim to have against the Company arising from my employment or the termination of my employment or from any other occurrence prior to the date I sign this Release and Agreement, except as noted in (d) below. (a) This release includes but is not limited to all claims that I may have for discrimination on the basis of religion, national origin, race, sex, disability, age (including all claims under the Age Discrimination in Employment Act of 1967 as amended (ADEA), and all other protected classifications under any other federal, state or local laws or regulations, except as noted in (d) below. I also release any and all common law and statutory claims, including but not limited to, contract, tort or wrongful discharge claims. (b) Apart from (a) above, I agree never to file any lawsuit, complaint, proceeding, grievance or action of any sort arising from my employment or the termination of my employment with the Company or from any other occurrence prior to the date I sign the Release and Agreement, except as noted in (d) below. If I violate this promise by suing the Company, then I agree that I will pay the Company either (i) its reasonable attorney fees and other costs incurred in defending such a suit or at the Company’s option, (ii) my Total Transition Pay amount less $500. (c) This Release and Covenant Not to Sue covers both known and unknown claims. If I live or work in California, I agree to waive all rights under Section 1542 of the California Civil Code which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of
Page 10 executing the release, which if known by him must have materially affected his settlement with the debtor." (d) This Release and Covenant Not to Sue does NOT cover: (i) any rights or claims arising after the date I sign this Release and Agreement; or (ii) the right to file a charge with, or participate in an investigation conducted by, the Equal Employment Opportunity Commission or any similar state or local agency. (iii) my rights to enforce this Release and Agreement or to file a suit challenging its validity under the ADEA. (iv) The right to file a charge or complaint with, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity Commission, the U.S. Department of Labor, the National Labor Relations Board, or similar state or local agency. However, I understand that I am waiving all rights to recover money or individual relief relating to any claim filed with the Equal Employment Opportunity Commission. (e) Notwithstanding (d) above, I am waiving all rights to recover money or individual relief related to any claim covered by this Release and Covenant Not to Sue. 3. AGREEMENT. I further agree that: (a) NON-DISPARAGEMENT. I will never in any way -- directly or indirectly, individually or with others do or communicate anything that reflects negatively on, undermines or disparages the Company, or its directors, officers, employees, products, business practices or reputation. (b) CONFIDENTIALITY. I acknowledge my ongoing obligation not to divulge the Company's proprietary or confidential financial, technical or business information and agree not to use or disclose any Confidential Information, as described below, to any person or entity other than the Company, without the Company’s prior written consent. Confidential information means information not generally known by the public about the Company’s processes, systems, products or finances, including proposed products, pricing, sales or other business or financial information about the Company. 4. OTHER MATTERS (a) RIGHT TO REVOKE. I understand that I may revoke this Release and Agreement within seven (7) days after I sign it by delivering or sending a written notice of revocation to Diane Nguyen - EVP, Chief People Places and Communications Officer, at 850 Dixie Highway, Louisville, KY 40210, by no later than the close of business on the seventh day after I sign this Release and Agreement. I understand that if I revoke this Release and Agreement, it shall not be effective or enforceable, and I will not receive the Additional Benefits described in Section 2 of this letter. I also understand that if I sign this Release and Agreement, Additional Benefits cannot be paid until this revocation period expires.
motorff 11 26 2024 Page 11 (b) ENTIRE AGREEMENT. I agree that this is the entire agreement between me and the Company, that the Company has not made any promises to me other than in this letter, and that no changes may be made to this agreement unless in writing and signed by me and the Company. I agree that if any part of this Release and Agreement is found to be illegal or unenforceable, the rest of the Release and Agreement will nevertheless be enforceable. I ACKNOWLEDGE AND AFFIRM THAT I HAVE CAREFULLY READ THIS RELEASE AND AGREEMENT. I UNDERSTAND IT AND HAVE NO QUESTIONS ABOUT WHAT IT MEANS. I HAVE NOT BEEN FORCED OR INTIMIDATED IN ANYMVAYTO SIGN IT, AND I AM KNOWINGLY AND VOLUNTARILY ENTERING Dated
STEPS FOR MEDICAL COVERAGE CONTINUATION Page 12 If you are currently enrolled in B-F health care benefits, those benefits stop at the end of the month in which your employment terminates. If you wish to continue some or all of those benefits, they must be activated under COBRA or Retiree Medical (if eligible) before any claims can be considered. The Retiree Medical information referenced below applies to the pre-65 B-F Retiree Medical plan (non-Medicare eligible). If you (or your spouse/partner) are Medicare eligible (typically age 65+ or disabled), please contact B-F Total Rewards at b-ftotalrewards@b-f.com or (502) 774-7295 regarding post-65 Retiree Medical coverage information. Health insurance terminates at the end of the month in which your employment terminates. Receive COBRA letter from Businessolver within 14 days of your termination date. If eligible for Retiree Medical (RM), you will be automatically enrolled when your active coverage ends. If the COBRA form is not submitted and/or the premium payments are not made, you DO NOT have COBRA coverage. COBRA premiums are invoiced by Businessolver. If health coverage is to continue, you must sign and return COBRA Enrollment form to Businessolver within the time frame provided in Businessolver's letter. If eligible for RM, you (and spouse/partner if elig) are automatically enrolled. If you do not want RM coverage, you can contact the B-F Benefits Service Center to discontinue coverage. If coverage is discontinued it cannot be reinstated later. RM premiums must be paid for coverage to be active. RM premiums are invoiced by Businessolver. Note: Dental & Vision coverage is not available under RM. Those benefits can only be continued under COBRA. Transition Letter Release and Agreement is NOT signed and returned; you will not receive the Medical Premium Subsidy shown in Section 2 of the above letter. COBRA/RM coverage activated retroactive to your active coverage end date. (May take 3 weeks after premium payment is received by Businessolver to reinstate coverage). Transition Letter Release and Agreement is signed & returned to HR Generalist. Company will provide you with a Medical Premium Subsidy for the period stated in letter. You are responsible for paying the full COBRA/RM premium. The subsidy amount will be provided within your monthly transition amount. COBRA/RM coverage activated retroactive to your coverage end date. (May take 3 weeks after premium payment is received by Businessolver to reinstate coverage). For expenses you paid prior to COBRA/RM activation, call customer service number on the back of your insurance card for
BROWN-FORMAN Matias Bentel Summary of Short-Term and Long-Term Awards Separation Date of January 1, 2025 Long-Term Incentive (1) SAR/S (2): Grant Date Outstanding Stock Appreciation Rights # Shares Outstanding Pro-Ration Pro-Rated Shares Grant Price Estimated Value (3) 27-Jul-2017 1,409 100% 1,409 $39.20 $2,536 26-Jul-2018 3,495 100% 3,495 $53.24 $0 25-Jul-2019 4,935 100% 4,935 $53.88 $0 30-Jul-2020 9,546 100% 9,546 $68.24 $0 22-Jul-2021 11,530 100% 11,530 $70.24 $0 28-Jul-2022 9,511 100% 9,511 $73.61 $0 27-Ju1-2023 9,400 100% 9,400 $69.87 $0 25-Jul-2024 16,149 67% 10,820 $45.07 $0 PBRSU/S (4): Outstanding Performance-Based Restricted Stock Units Grant Date # Shares Outstanding Pro-Ration Pro-Rated Shares Vesting Date Estimated Value (3) 28-Jul-2022 2,727 100% 2,727 02-Jun-2025 $111,807 27-Jul-2023 5,742 100% 5,742 01-Jun-2026 $235,422 25-Jul-2024 9,640 67% 6,459 01-Jun-2027 $264,819 Long-Term Cash (5): Paid after separation date and based on company performance in local currency Performance Period Target Value Pro-Ration Pro-Rated Target Payment Date Estimated Value FY23-FY25 196,639 100% 196,639 June 2025 196,639 Short-Term Incentive Short-Term Cash (5) (6): Paid after separation date and based on company performance in local currency Performance Period Target Value Pro-Ration Pro-Rated Target Payment Date Estimated Value FY25 325,000 67% 217,750 June 2025 217,750 (1) Pro-Ration for PBRSU for FY25 based on 8 completed months of service. (2) SSARs will continue until the earlier of (a) the Expiration Date; or (b) the end of seven years following the date of seperation. (3) Estimated values are shown in USD & based on the closing price of Brown-Forman Class B common stock ($41.00) as of November 14, 2024. (4) PBRSUs are prorated at the time of vesting based on Company achievement during the performace period. (5) Long-Term and Short-Term Cash awards are contingent upon signing and complying with the release and agreement. (6) FY25 short-term incentive target paid based on company performance at the same as active employees. Brown-Forman Corporation Confidential
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Lawson E. Whiting, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Brown-Forman Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Dated: | March 5, 2025 | By: | /s/ Lawson E. Whiting | ||||||||
| Lawson E. Whiting | |||||||||||
President and Chief Executive Officer | |||||||||||
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Leanne D. Cunningham, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Brown-Forman Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Dated: | March 5, 2025 | By: | /s/ Leanne D. Cunningham | ||||||||
| Leanne D. Cunningham | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Brown-Forman Corporation (“the Company”) on Form 10-Q for the period ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in the capacity as an officer of the Company, that:
(1)The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | March 5, 2025 | ||||||||||
| By: | /s/ Lawson E. Whiting | ||||||||||
| Lawson E. Whiting | |||||||||||
President and Chief Executive Officer | |||||||||||
| By: | /s/ Leanne D. Cunningham | ||||||||||
| Leanne D. Cunningham | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report.