-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CNOWQu9Ki1O2qkqJ/Ry6T0GJSJmdU14wnT6ciSeEGqetsSOQYyw0/XjON35FHVEY XyF3zY+cuCg4YBJIZuC0uA== 0000014693-03-000049.txt : 20030626 0000014693-03-000049.hdr.sgml : 20030626 20030626163052 ACCESSION NUMBER: 0000014693-03-000049 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN FORMAN CORP CENTRAL INDEX KEY: 0000014693 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 610143150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-26821 FILM NUMBER: 03758896 BUSINESS ADDRESS: STREET 1: 850 DIXIE HWY CITY: LOUISVILLE STATE: KY ZIP: 40210 BUSINESS PHONE: 5025851100 MAIL ADDRESS: STREET 1: P O BOX 1080 CITY: LOUISVILLE STATE: KY ZIP: 40201 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN INC DATE OF NAME CHANGE: 19870816 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERY CO DATE OF NAME CHANGE: 19670730 11-K 1 bf_union02.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2002 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-123 A. Full Title of Plan: Brown-Forman Corporation Savings Plan for Collectively Bargained Employees B. Name of Issuer of the Securities held Pursuant to the Plan and the Address of its Principal Executive Office: Brown-Forman Corporation 850 Dixie Highway Louisville, Kentucky 40210 INDEX Pages Report of Independent Accountants 2 Financial Statements: Statement of Net Assets Available for Benefits, December 31, 2002 and 2001 3 Statement of Changes in Net Assets Available for Benefits for the years ended December 31, 2002 and 2001 4 Notes to Financial Statements 5-9 Supplemental Schedules: Schedule of Assets (Held at End of Year), December 31, 2002 10 Schedule of Reportable Transactions for the year ended December 31, 2002 11 Signatures 12 Consent of Independent Accountants 13 Report of Independent Accountants To the Employee Benefits Committee Brown-Forman Corporation Brown-Forman Corporation Savings Plan for Collectively Bargained Employees In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Brown-Forman Corporation Savings Plan for Collectively Bargained Employees (the Plan) at December 31, 2002 and 2001, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets (held at end of year) and of reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP April 25, 2003 2 Brown-Forman Corporation Savings Plan for Collectively Bargained Employees Statements of Net Assets Available for Benefits December 31, 2002 and 2001 2002 2001 ---------------------------------------------- --------------------------------------------- Participant Nonparticipant Participant Nonparticipant Directed Directed Total Directed Directed Total ----------- -------------- ----------- ----------- -------------- ----------- Investments, at fair value: Mutual funds $ 2,971,453 -- $ 2,971,453 $ 3,201,705 -- $ 3,201,705 Investment contract and money market portfolios 438,825 -- 438,825 367,700 -- 367,700 Brown-Forman Corporation Class B common stock 83,929 -- 83,929 24,471 -- 24,471 ----------- -------------- ----------- ----------- -------------- ----------- 3,494,207 -- 3,494,207 3,593,876 -- 3,593,876 Employers' contributions receivable 50,965 -- 50,965 50,769 -- 50,769 Employees' contributions receivable 51,311 -- 51,311 48,288 -- 48,288 ----------- -------------- ----------- ----------- -------------- ----------- Net assets available for benefits $ 3,596,483 -- $ 3,596,483 $ 3,692,933 -- $ 3,692,933 =========== ============== =========== =========== ============== ===========
The accompanying notes are an integral part of the financial statements. 3 Brown-Forman Corporation Savings Plan for Collectively Bargained Employees Statement of Changes in Net Assets Available for Benefits For the Years Ended December 31, 2002 and 2001 2002 2001 ---------------------------------------------- --------------------------------------------- Participant Nonparticipant Participant Nonparticipant Directed Directed Total Directed Directed Total ----------- -------------- ----------- ----------- -------------- ----------- Additions: Contributions: Employer $ 208,130 -- $ 208,130 $ 196,654 -- $ 196,654 Employee 647,984 -- 647,984 705,162 -- 705,162 ----------- -------------- ----------- ----------- ------------- ----------- 856,114 -- 856,114 901,816 -- 901,816 Interest income 14,200 -- 14,200 15,551 -- 15,551 Dividend income 34,712 -- 34,712 25,412 -- 25,412 ----------- -------------- ----------- ----------- -------------- ----------- Total additions 905,026 -- 905,026 942,779 -- 942,779 ----------- -------------- ----------- ----------- -------------- ----------- Deductions: Withdrawals by participants 224,523 -- 224,523 261,069 -- 261,069 Net depreciation in fair value 776,781 -- 776,781 436,438 -- 436,438 Net transfers to other plans 172 -- 172 9,359 -- 9,359 ----------- -------------- ----------- ----------- -------------- ----------- Total deductions 1,001,476 -- 1,001,476 706,866 -- 706,866 Net (decrease) increase (96,450) -- (96,450) 235,913 -- 235,913 Net assets available for benefits: Beginning of year 3,692,933 -- 3,692,933 3,457,020 -- 3,457,020 ----------- -------------- ----------- ----------- -------------- ----------- End of year $ 3,596,483 -- $ 3,596,483 $ 3,692,933 -- $ 3,692,933 =========== ============== =========== =========== ============== ===========
The accompanying notes are an integral part of the financial statements. 4 Brown-Forman Corporation Savings Plan for Collectively Bargained Employees Notes to Financial Statements 1. Description of Plan: The sponsor of the Brown-Forman Corporation Savings Plan for Collectively Bargained Employees (the Plan), Brown-Forman Corporation (the Company), is a diversified producer and marketer of fine quality consumer products in domestic and international markets. The Sponsor's operations include the production, importing, and marketing of wines and distilled spirits and the manufacture and sale of luggage and, through the Lenox, Incorporated division, the manufacture and sale of china, crystal and silver. The following brief description of the Plan is provided for general information purposes only. Participants should refer to the plan agreement for more complete information. a. General: The Plan is a defined contribution plan covering substantially all union hourly employees of the Company at the Louisville Production Operations and/or Early Times Distillery and/or Bluegrass Cooperage Company. An employee becomes eligible to participate in the Plan after the completion of twelve consecutive months of employment, provided the employee works a minimum of 1,000 hours within the twelve-month period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). b. Contributions: Certain employees at the Louisville Production Operations and/or Early Times Distillery may contribute to the Plan an amount of not less than $10 nor more than $150 of their weekly compensation. Those employees who are members of Local Union 89 at the Louisville Production Operations and Early Times Distillery may contribute to the Plan an amount of not less than $10 nor more than $150 of their weekly compensation (nor more than $230 effective August 3, 2003). Employees at the Bluegrass Cooperage Company may contribute to the Plan an amount of not less than 2% nor more than 15% of their annual compensation. Employee contributions are not to exceed the Section 402(g) (of the Internal Revenue Code of 1986) limitation for the 2002 calendar year, currently $11,000. New employees may transfer assets from their former employers' qualified plans to the Plan, but cannot make any further contributions to the Plan until they meet the eligibility requirements to participate in the Plan. 5 For certain employees at the Louisville Production Operations and/or Early Times Distillery, the Company shall contribute quarterly an amount equal to 50% of the participant's elective deferral for deferral amounts up to an average of $40 per week for each week of said quarter ($50 per week effective December 1, 2003). For employees who are members of Local Union 89 at the Louisville Production Operations and Early Times Distillery, the Company shall contribute quarterly an amount equal to 50% of the participant's elective deferral for deferral amounts up to an average of $40 per week for each week of said quarter ($50 per week effective November 1, 2003). For employees at the Bluegrass Cooperage Company, the Company's matching contribution is equal to 25% of the participant's elective deferral for the first 3% of the participant's annual compensation. Effective October 1, 2001, the Company's matching contribution is equal to 50% of the participant's elective deferral for the first 3% of the participant's annual compensation. Each participant's account is credited with the participant's contribution on a monthly basis and an allocation of (i) the Company's contribution on a quarterly basis, and (ii) plan earnings on a daily basis. Allocations are based on the participants' contributions and compensation as defined in the Plan. The total annual contributions, as defined by the Plan, credited to a participant's account in a plan year may not exceed the lesser of (i) $30,000, or (ii) 25% of the participant's compensation in the plan year. Effective January 1, 2002, the total annual contributions, as defined by the Plan, credited to a participant's account in a plan year may not exceed the lesser of (i) $40,000, or (ii) 100% of the participant's compensation in the plan year. Additional maximum limits exist if the employee participates in a qualified defined benefit plan maintained by the Company. Forfeited balances of terminated participants' nonvested accounts are used first to reinstate previously forfeited account balances of re-employed participants, if any, and the remaining amounts are used to reduce future company contributions. The forfeited balances totaled $374 and $95 for 2002 and 2001, respectively. Participants can allocate contributions among various investment options in 1% increments. The Plan currently offers ten mutual funds, one investment contract portfolio, and the Brown-Forman Corporation Class B common stock fund as investment options to participants. c. Vesting: Participants are immediately vested in their employee contributions plus actual earnings thereon. Vesting in the Company's contribution is 25% per year of continuous service with the Company. Participants will become 100% vested in their company contributions account in case of death, normal retirement, or total and permanent disability. 6 d. Withdrawals: Upon termination of service, a participant can elect to transfer his vested interest in the Plan to the qualified plan of his new employer, roll over his funds into an Individual Retirement Account, or receive his vested interest in the Plan in a lump-sum amount or in the form of installment payments over a period of time not to exceed his life expectancy. If the vested account balance is less than $5,000, a lump-sum distribution will be made. In the event of death, the participant's beneficiary will receive the vested interest in a lump-sum payment. Upon approval of the Company, some participants may also withdraw vested interest in the case of financial hardship under guidelines promulgated by the Internal Revenue Service. Effective October 1, 2001, the Bluegrass participants' contributions shall be suspended for twelve months after the receipt of a hardship distribution. Effective January 1, 2002, the suspension period shall be six months. The distribution to a terminated participant is based on the market value of his vested interest in the Plan on the valuation date available immediately preceding the date of the benefit payment. 2. Summary of Significant Accounting Policies: a. Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Withdrawals by participants are recorded when paid. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex- dividend date. b. Valuation of Investments: Investment contract and money market portfolios are valued at cost which approximates fair value. Mutual funds are valued at their net asset value per share as quoted by the National Association of Securities Dealers. The Brown-Forman Corporation Stock Fund is comprised of Brown-Forman Corporation Class B shares, which are valued at the quoted closing market price. The Plan presents in the accompanying statements of changes in net assets available for benefits the net appreciation or depreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation or depreciation on those investments. c. Management Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting periods. Actual results could differ from those estimates. 7 3. Investments: The Plan's investments are held by a custodian trust company. The following table presents the fair value of investments. Investments that represent 5% or more of the Plan's net assets are separately identified. December 31 -------------------------------------------------------------- 2002 2001 ---------------------------- ---------------------------- Number of Number of Shares, Units Shares, Units or Principal or Principal Amount Fair Value Amount Fair Value ------------- ---------- ------------- ---------- Janus Worldwide Fund 7,746 $ 248,880 6,551 $ 287,208 Fidelity Magellan Fund 20,372 1,608,538 17,704 1,845,118 Fidelity Equity-Income Fund 10,754 426,598 9,079 442,790 Fidelity Growth Company Fund 4,288 151,866 3,627 193,053 Fidelity Asset Manager 19,845 273,863 16,628 257,734 Fidelity Retirement Money Market Portfolio 194,641 194,641 161,998 161,998 Managed Income Portfolio 244,184 244,184 205,702 205,702 Brown-Forman Corporation Class B Common Stock Fund 7,786 83,929 2,362 24,471 Other investments 18,739 261,708 8,593 175,802 ---------- ---------- $ 3,494,207 $ 3,593,876 ========== ==========
During 2002 and 2001, the Plan's investments, including investments bought, sold, and held during the year, appreciated (depreciated) in value as follows: 2002 2001 ---------- ---------- Mutual funds $ (777,151) $ (435,373) Brown-Forman Corporation Class B common stock 370 (1,065) ---------- ---------- $ (776,781) $ (436,438) ========== ========== 4. Tax Status: The Internal Revenue Service has determined, and informed the Company by a letter dated April 16, 2003, that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Company believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 8 5. Plan Termination: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100% vested in their accounts. 6. Related Party Transactions: Certain administrative costs incurred by the Plan are paid by the Company. 9 Brown-Forman Corporation Savings Plan for Collectively Bargained Employees Plan #016 EIN #61-0143150 Schedule H, Line 4i -- Schedule of Assets (Held at End of Year) December 31, 2002 Description of Investment Including Identity of Issue, Borrower, Maturity Date, Rate of Interest, Current Lessor or Similar Party Collateral, Par or Maturity Value Value - ---------------------------- ----------------------------------- ----------- PBHG Growth Fund Mutual fund, variable rate and maturity $ 49,470 Janus Enterprise Fund Mutual fund, variable rate and maturity 65,241 Janus Worldwide Fund Mutual fund, variable rate and maturity 248,880 PIMCO Total Return Fund Mutual fund, variable rate and maturity 124,779 Fidelity Magellan Fund* Mutual fund, variable rate and maturity 1,608,538 Fidelity Equity-Income Fund* Mutual fund, variable rate and maturity 426,598 Fidelity Growth Company Fund* Mutual fund, variable rate and maturity 151,866 Fidelity Asset Manager* Mutual fund, variable rate and maturity 273,863 Fidelity Retirement Money Money market portfolio, variable rate Market Portfolio* and maturity 194,641 Managed Income Portfolio* Investment contract portfolio, variable rate and maturity 244,184 Spartan U.S. Equity Index Fund* Mutual fund, variable rate and maturity 22,218 Brown-Forman Corporation* Class B common stock fund 83,929 ----------- $ 3,494,207 =========== *Party-in-interest to the Plan
10 Brown-Forman Corporation Savings Plan for Collectively Bargained Employees Plan #016 EIN #61-0143150 Schedule H, Line 4j -- Schedule of Reportable Transactions For the Year Ended December 31, 2002 Expense Current Value Purchase Selling Lease Incurred with Cost of of Asset on Net Gain Identity of Party Involved Description of Asset Price Price Rental Transaction Asset Transaction Date (Loss) - -------------------------- -------------------- -------- ------- ------ ------------- ------- ---------------- -------- No reportable transactions.
11 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Brown-Forman Corporation Savings Plan for Collectively Bargained Employees has duly caused this report to be signed on behalf of the Plan Administrator by the undersigned thereunto duly authorized. BROWN-FORMAN CORPORATION SAVINGS PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES BY: /s/ Milton B. Gillis Milton B. Gillis Member, Employee Benefits Committee (Plan Administrator) Vice President and Director of Compensation and Employee Benefits Brown-Forman Corporation June 24, 2003 12 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-74567) of Brown-Forman Corporation of our report dated April 25, 2003 relating to the financial statements and supplemental schedules of the Brown-Forman Corporation Savings Plan for Collectively Bargained Employees as of and for the years ended December 31, 2002 and 2001 which appear in this Form 11-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Louisville, Kentucky June 24, 2003 13 EXHIBIT 99 CERTIFICATE OF PERIODIC FINANCIAL REPORT I, Milton B. Gillis, Vice President and Director of Compensation and Employee Benefits of Brown-Forman Corporation, on behalf of the Brown-Forman Corporation Employee Benefits Committee which functions as the chief executive officer and chief financial officer of the Brown-Forman Corporation Savings Plan for Collectively Bargained Employees (the "Plan") certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Annual Report on Form 11-K for the Plan for the fiscal year ended December 31, 2002 (the "Periodic Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and (2) information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Periodic Report. Dated: June 26, 2003 /s/ Milton B. Gillis Milton B. Gillis Member, Employee Benefits Committee Vice President and Director of Compensation and Employee Benefits Brown-Forman Corporation -----END PRIVACY-ENHANCED MESSAGE-----