þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 61-0143150 |
(State or other jurisdiction of | (IRS Employer |
incorporation or organization) | Identification No.) |
850 Dixie Highway | |
Louisville, Kentucky | 40210 |
(Address of principal executive offices) | (Zip Code) |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Class A Common Stock ($.15 par value, voting) | 84,445,591 | |
Class B Common Stock ($.15 par value, nonvoting) | 129,170,198 |
BROWN-FORMAN CORPORATION | ||
Index to Quarterly Report Form 10-Q | ||
Page | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 6. | ||
Three Months Ended | Nine Months Ended | ||||||||||||||
January 31, | January 31, | ||||||||||||||
2012 | 2013 | 2012 | 2013 | ||||||||||||
Net sales | $ | 959.0 | $ | 1,026.9 | $ | 2,813.1 | $ | 2,918.8 | |||||||
Excise taxes | 257.4 | 280.0 | 692.5 | 729.4 | |||||||||||
Cost of sales | 250.7 | 240.2 | 747.4 | 694.1 | |||||||||||
Gross profit | 450.9 | 506.7 | 1,373.2 | 1,495.3 | |||||||||||
Advertising expenses | 98.8 | 110.5 | 296.3 | 309.1 | |||||||||||
Selling, general, and administrative expenses | 148.0 | 162.4 | 433.9 | 469.9 | |||||||||||
Amortization expense | 0.8 | — | 3.4 | — | |||||||||||
Other (income) expense, net | (2.9 | ) | (3.2 | ) | 1.3 | (4.8 | ) | ||||||||
Operating income | 206.2 | 237.0 | 638.3 | 721.1 | |||||||||||
Interest income | 0.6 | 0.7 | 2.1 | 1.9 | |||||||||||
Interest expense | 7.9 | 8.3 | 23.6 | 19.0 | |||||||||||
Income before income taxes | 198.9 | 229.4 | 616.8 | 704.0 | |||||||||||
Income taxes | 65.8 | 71.8 | 208.1 | 226.0 | |||||||||||
Net income | $ | 133.1 | $ | 157.6 | $ | 408.7 | $ | 478.0 | |||||||
Earnings per share: | |||||||||||||||
Basic | $ | 0.63 | $ | 0.74 | $ | 1.90 | $ | 2.24 | |||||||
Diluted | $ | 0.62 | $ | 0.73 | $ | 1.89 | $ | 2.22 | |||||||
Cash dividends per common share: | |||||||||||||||
Declared | $ | 0.467 | $ | 4.510 | $ | 0.893 | $ | 4.977 | |||||||
Paid | $ | 0.233 | $ | 4.255 | $ | 0.660 | $ | 4.722 |
Three Months Ended | Nine Months Ended | ||||||||||||||
January 31, | January 31, | ||||||||||||||
2012 | 2013 | 2012 | 2013 | ||||||||||||
Net income | $ | 133.1 | $ | 157.6 | $ | 408.7 | $ | 478.0 | |||||||
Other comprehensive income (loss), net of tax: | |||||||||||||||
Foreign currency translation adjustment | (10.4 | ) | 14.0 | (54.0 | ) | 13.2 | |||||||||
Postretirement benefits adjustment | 3.3 | 4.5 | 9.9 | 13.8 | |||||||||||
Net gain (loss) on cash flow hedges | 4.6 | (1.9 | ) | 13.2 | (3.2 | ) | |||||||||
Net other comprehensive (loss) income | (2.5 | ) | 16.6 | (30.9 | ) | 23.8 | |||||||||
Comprehensive income | $ | 130.6 | $ | 174.2 | $ | 377.8 | $ | 501.8 |
April 30, 2012 | January 31, 2013 | ||||||
Assets | |||||||
Cash and cash equivalents | $ | 338.3 | $ | 386.8 | |||
Accounts receivable, less allowance for doubtful accounts of $9.1 and $10.7 at April 30 and January 31, respectively | 475.3 | 633.8 | |||||
Inventories: | |||||||
Barreled whiskey | 387.9 | 421.3 | |||||
Finished goods | 159.4 | 194.8 | |||||
Work in process | 114.5 | 131.1 | |||||
Raw materials and supplies | 50.3 | 54.7 | |||||
Total inventories | 712.1 | 801.9 | |||||
Current deferred tax assets | 36.3 | 35.8 | |||||
Other current assets | 187.3 | 188.1 | |||||
Total current assets | 1,749.3 | 2,046.4 | |||||
Property, plant and equipment, net | 398.7 | 426.6 | |||||
Goodwill | 617.2 | 618.9 | |||||
Other intangible assets | 668.3 | 669.9 | |||||
Deferred tax assets | 5.6 | 11.7 | |||||
Other assets | 38.3 | 58.8 | |||||
Total assets | $ | 3,477.4 | $ | 3,832.3 | |||
Liabilities | |||||||
Accounts payable and accrued expenses | $ | 385.7 | $ | 466.4 | |||
Dividends payable | — | 54.5 | |||||
Accrued income taxes | 9.9 | 15.0 | |||||
Current deferred tax liabilities | 0.8 | 7.1 | |||||
Short-term borrowings | 4.3 | 10.6 | |||||
Current portion of long-term debt | 2.7 | 253.7 | |||||
Total current liabilities | 403.4 | 807.3 | |||||
Long-term debt | 502.8 | 996.6 | |||||
Deferred tax liabilities | 157.9 | 193.2 | |||||
Accrued pension and other postretirement benefits | 278.1 | 246.5 | |||||
Other liabilities | 65.8 | 69.9 | |||||
Total liabilities | 1,408.0 | 2,313.5 | |||||
Commitments and contingencies | |||||||
Stockholders’ Equity | |||||||
Common stock (see Note 11): | |||||||
Class A, voting | 8.5 | 12.8 | |||||
Class B, nonvoting | 14.9 | 21.3 | |||||
Additional paid-in capital | 49.3 | 70.9 | |||||
Retained earnings | 3,031.5 | 2,391.9 | |||||
Accumulated other comprehensive (loss) income, net of tax: | |||||||
Cumulative translation adjustment | (6.9 | ) | 6.3 | ||||
Postretirement benefits adjustment | (219.9 | ) | (206.1 | ) | |||
Unrealized loss on cash flow hedges | (3.4 | ) | (6.6 | ) | |||
Treasury stock, at cost (14,253,000 and 13,703,000 shares at April 30 and January 31, respectively) | (804.6 | ) | (771.7 | ) | |||
Total stockholders’ equity | 2,069.4 | 1,518.8 | |||||
Total liabilities and stockholders’ equity | $ | 3,477.4 | $ | 3,832.3 |
Nine Months Ended | |||||||
January 31, | |||||||
2012 | 2013 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 408.7 | $ | 478.0 | |||
Adjustments to reconcile net income to net cash provided by operations: | |||||||
Depreciation and amortization | 37.7 | 36.1 | |||||
Stock-based compensation expense | 6.5 | 7.4 | |||||
Deferred income taxes | 36.0 | 28.8 | |||||
Changes in assets and liabilities | (147.2 | ) | (183.1 | ) | |||
Cash provided by operating activities | 341.7 | 367.2 | |||||
Cash flows from investing activities: | |||||||
Additions to property, plant, and equipment | (31.1 | ) | (59.1 | ) | |||
Acquisition of brand names and trademarks | (7.2 | ) | — | ||||
Computer software expenditures | (2.6 | ) | (0.3 | ) | |||
Cash used for investing activities | (40.9 | ) | (59.4 | ) | |||
Cash flows from financing activities: | |||||||
Net increase in short-term borrowings | 5.0 | 6.1 | |||||
Repayment of long-term debt | (2.1 | ) | (2.6 | ) | |||
Proceeds from long-term debt | — | 747.5 | |||||
Debt issuance costs | — | (6.6 | ) | ||||
Net payments related to exercise of stock-based awards | (7.1 | ) | (14.8 | ) | |||
Excess tax benefits from stock-based awards | 7.9 | 17.5 | |||||
Acquisition of treasury stock | (219.1 | ) | — | ||||
Dividends paid | (142.0 | ) | (1,008.0 | ) | |||
Cash used for financing activities | (357.4 | ) | (260.9 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (15.6 | ) | 1.6 | ||||
Net (decrease) increase in cash and cash equivalents | (72.2 | ) | 48.5 | ||||
Cash and cash equivalents, beginning of period | 567.1 | 338.3 | |||||
Cash and cash equivalents, end of period | $ | 494.9 | $ | 386.8 |
Three Months Ended | Nine Months Ended | ||||||||||||||
January 31, | January 31, | ||||||||||||||
(Dollars in millions, except per share amounts) | 2012 | 2013 | 2012 | 2013 | |||||||||||
Net income | $ | 133.1 | $ | 157.6 | $ | 408.7 | $ | 478.0 | |||||||
Income allocated to participating securities | — | (0.1 | ) | (0.1 | ) | (0.2 | ) | ||||||||
Net income available to common stockholders | $ | 133.1 | $ | 157.5 | $ | 408.6 | $ | 477.8 | |||||||
Share data (in thousands): | |||||||||||||||
Basic average common shares outstanding | 212,891 | 213,459 | 214,976 | 213,301 | |||||||||||
Dilutive effect of stock-based awards | 1,608 | 1,592 | 1,543 | 1,612 | |||||||||||
Diluted average common shares outstanding | 214,499 | 215,051 | 216,519 | 214,913 | |||||||||||
Basic earnings per share | $ | 0.63 | $ | 0.74 | $ | 1.90 | $ | 2.24 | |||||||
Diluted earnings per share | $ | 0.62 | $ | 0.73 | $ | 1.89 | $ | 2.22 |
Three Months Ended | Nine Months Ended | ||||||||||||||
January 31, | January 31, | ||||||||||||||
(Dollars in millions) | 2012 | 2013 | 2012 | 2013 | |||||||||||
Pension Benefits: | |||||||||||||||
Service cost | $ | 4.0 | $ | 4.9 | $ | 12.0 | $ | 14.7 | |||||||
Interest cost | 8.5 | 8.8 | 25.5 | 26.3 | |||||||||||
Expected return on plan assets | (10.0 | ) | (10.2 | ) | (30.3 | ) | (30.5 | ) | |||||||
Amortization of: | |||||||||||||||
Prior service cost | 0.2 | 0.2 | 0.7 | 0.7 | |||||||||||
Net actuarial loss | 4.8 | 7.0 | 14.5 | 21.0 | |||||||||||
Net cost | $ | 7.5 | $ | 10.7 | $ | 22.4 | $ | 32.2 | |||||||
Other Postretirement Benefits: | |||||||||||||||
Service cost | $ | 0.4 | $ | 0.4 | $ | 1.1 | $ | 1.3 | |||||||
Interest cost | 0.7 | 0.7 | 2.3 | 2.2 | |||||||||||
Amortization of prior service cost | 0.2 | 0.2 | 0.4 | 0.5 | |||||||||||
Net cost | $ | 1.3 | $ | 1.3 | $ | 3.8 | $ | 4.0 |
April 30, | January 31, | ||||||
(Dollars in millions) | 2012 | 2013 | |||||
5.00% notes, due in fiscal 2014 | $ | 251.4 | $ | 251.1 | |||
2.50% notes, due in fiscal 2016 | 248.8 | 249.1 | |||||
1.00% notes, due in fiscal 2018 | — | 249.2 | |||||
2.25% notes, due in fiscal 2023 | — | 248.4 | |||||
3.75% notes, due in fiscal 2043 | — | 249.9 | |||||
Other | 5.3 | 2.6 | |||||
505.5 | 1,250.3 | ||||||
Less current portion | 2.7 | 253.7 | |||||
$ | 502.8 | $ | 996.6 |
• | 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 markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data. |
• | Level 3 – Unobservable inputs that are supported by little or no market activity. |
(Dollars in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets: | ||||||||||||||||
Currency derivatives | $ | — | $ | 1.9 | $ | — | $ | 1.9 | ||||||||
Interest rate swaps | — | 1.8 | — | 1.8 | ||||||||||||
Liabilities: | ||||||||||||||||
Currency derivatives | — | 13.3 | — | 13.3 | ||||||||||||
Short-term borrowings | — | 10.6 | — | 10.6 | ||||||||||||
Current portion of long-term debt | — | 261.6 | — | 261.6 | ||||||||||||
Long-term debt | — | 994.0 | — | 994.0 |
Carrying | Fair | ||||||
(Dollars in millions) | Amount | Value | |||||
Assets: | |||||||
Cash and cash equivalents | $ | 386.8 | $ | 386.8 | |||
Currency derivatives | 1.9 | 1.9 | |||||
Interest rate swaps | 1.8 | 1.8 | |||||
Liabilities: | |||||||
Currency derivatives | 13.3 | 13.3 | |||||
Short-term borrowings | 10.6 | 10.6 | |||||
Current portion of long-term debt | 253.7 | 261.6 | |||||
Long-term debt | 996.6 | 994.0 |
(Dollars in millions) | Classification | Fair value of derivatives in a gain position | Fair value of derivatives in a loss position | ||||||
Designated as cash flow hedges: | |||||||||
Currency derivatives | Other current assets | $ | 1.9 | $ | (0.4 | ) | |||
Currency derivatives | Other assets | 0.4 | (0.3 | ) | |||||
Currency derivatives | Accrued expenses | 3.4 | (13.9 | ) | |||||
Currency derivatives | Other liabilities | 0.9 | (3.8 | ) | |||||
Designated as fair value hedges: | |||||||||
Interest rate swaps | Other current assets | 1.8 | — | ||||||
Not designated as hedges: | |||||||||
Currency derivatives | Other current assets | 0.4 | — | ||||||
Currency derivatives | Accrued expenses | 0.4 | (0.2 | ) |
Three Months Ended | ||||||||
January 31, | ||||||||
(Dollars in millions) | Classification | 2012 | 2013 | |||||
Currency derivatives designated as cash flow hedge: | ||||||||
Net gain (loss) recognized in AOCI | n/a | $ | 7.9 | $ | (4.4 | ) | ||
Net gain (loss) reclassified from AOCI into income | Net sales | 0.5 | (1.4 | ) | ||||
Interest rate swaps designated as fair value hedges: | ||||||||
Net gain (loss) recognized in income | Interest expense | 0.7 | 0.3 | |||||
Net gain (loss) recognized in income* | Other income | (0.6 | ) | (0.3 | ) | |||
*The effect on the hedged item was an equal but offsetting amount for the periods presented. | ||||||||
Derivatives not designated as hedging instruments: | ||||||||
Currency derivatives – net gain (loss) recognized in income | Net sales | 5.4 | (0.6 | ) | ||||
Currency derivatives – net gain (loss) recognized in income | Other income | — | 0.9 | |||||
Commodity derivatives – net gain (loss) recognized in income | Cost of sales | (0.8 | ) | — |
Nine Months Ended | ||||||||
January 31, | ||||||||
(Dollars in millions) | Classification | 2012 | 2013 | |||||
Currency derivatives designated as cash flow hedge: | ||||||||
Net gain (loss) recognized in AOCI | n/a | $ | 13.7 | $ | (5.8 | ) | ||
Net gain (loss) reclassified from AOCI into income | Net sales | (7.7 | ) | (0.7 | ) | |||
Interest rate swaps designated as fair value hedges: | ||||||||
Net gain (loss) recognized in income | Interest expense | 2.5 | 0.8 | |||||
Net gain (loss) recognized in income* | Other income | (0.1 | ) | (0.5 | ) | |||
*The effect on the hedged item was an equal but offsetting amount for the periods presented. | ||||||||
Derivatives not designated as hedging instruments: | ||||||||
Currency derivatives – net gain (loss) recognized in income | Net sales | 8.9 | (1.6 | ) | ||||
Currency derivatives – net gain (loss) recognized in income | Other income | (1.6 | ) | (0.7 | ) | |||
Commodity derivatives – net gain (loss) recognized in income | Cost of sales | (2.8 | ) | 3.9 |
(Shares in thousands) | Class A (voting) | Class B (nonvoting) | |||
Balance at April 30, 2012 | 56,251 | 85,823 | |||
Stock split (3-for-2) | 28,149 | 42,951 | |||
Stock issued under compensation plans | 46 | 391 | |||
Balance at January 31, 2013 | 84,446 | 129,165 |
• | declining or depressed global or regional economic conditions, particularly in the Euro zone; political, financial, or credit or capital market instability; supplier, customer or consumer credit or other financial problems; bank failures or governmental debt defaults |
• | failure to develop or implement effective business, portfolio and brand strategies, including the increased U.S. penetration and international expansion of Jack Daniel’s Tennessee Honey, innovation, marketing and promotional activity, and route-to-consumer |
• | unfavorable trade or consumer reaction to our new products, product line extensions, price changes, marketing, or changes in formulation, flavor or packaging |
• | inventory fluctuations in our products by distributors, wholesalers, or retailers |
• | competitors’ consolidation or other competitive activities such as pricing actions (including price reductions, promotions, discounting, couponing or free goods), marketing, category expansion, product introductions, entry or expansion in our geographic markets |
• | declines in consumer confidence or spending, whether related to the economy (such as austerity measures, tax increases, high fuel costs, or higher unemployment), wars, natural or other disasters, weather, pandemics, security concerns, terrorist attacks or other factors |
• | changes in tax rates (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, capital gains) or in related reserves, changes in tax rules (e.g., LIFO, foreign income deferral, U.S. manufacturing and other deductions) or accounting standards, and the unpredictability and suddenness with which they can occur |
• | governmental or other restrictions on our ability to produce, import, sell, price, or market our products, including advertising and promotion in either traditional or new media; regulatory compliance costs |
• | business disruption, decline or costs related to organizational changes, reductions in workforce or other cost-cutting measures |
• | lower returns or discount rates related to pension assets, interest rate fluctuations, inflation or deflation |
• | fluctuations in the U.S. dollar against foreign currencies, especially the euro, British pound, Australian dollar, Polish zloty or Mexican peso |
• | changes in consumer behavior or preferences and our ability to anticipate and respond to them, including societal attitudes or cultural trends that result in reduced consumption of our products; reduction of bar, restaurant, hotel or other on-premise business or travel |
• | consumer shifts away from brown spirits, premium-priced spirits, or spirits products generally; shifts to discount store purchases or other price-sensitive consumer behavior |
• | distribution and other route-to-consumer decisions or changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in implementation-related or higher fixed costs |
• | effects of acquisitions, dispositions, joint ventures, business partnerships or investments, or their termination, including acquisition, integration or termination costs, disruption or other difficulties, or impairment in the recorded value of assets (e.g. receivables, inventory, fixed assets, goodwill, trademarks and other intangibles) |
• | lower profits, due to factors such as fewer or less profitable used barrel sales, lower production volumes, decreased demand or inability to meet consumer demand for products we sell, sales mix shift toward lower priced or lower margin SKUs, or cost increases in energy or raw materials, such as grain, agave, wood, glass, plastic, or closures |
• | natural disasters, climate change, agricultural uncertainties, environmental or other catastrophes, or other factors that affect the availability, price, or quality of agave, grain, glass, energy, closures, plastic, water, or wood, or that cause supply chain disruption or disruption at our production facilities or aging warehouses |
• | negative publicity related to our company, brands, marketing, personnel, operations, business performance or prospects |
• | product counterfeiting, tampering, contamination, or recalls and resulting negative effects on our sales, brand equity, or corporate reputation |
• | significant costs or other adverse developments stemming from class action, intellectual property, governmental, or other major litigation; or governmental investigations of beverage alcohol industry business, trade, or marketing practices by us, our importers, distributors, or retailers |
Three Months Ended | ||||||||
January 31, | ||||||||
2012 | 2013 | Change | ||||||
Net sales | $ | 959.0 | $ | 1,026.9 | 7 | % | ||
Excise taxes | 257.4 | 280.0 | 9 | % | ||||
Cost of sales | 250.7 | 240.2 | (4 | %) | ||||
Gross profit | 450.9 | 506.7 | 12 | % | ||||
Advertising expenses | 98.8 | 110.5 | 12 | % | ||||
Selling, general, and administrative expenses | 148.0 | 162.4 | 10 | % | ||||
Amortization expense | 0.8 | — | ||||||
Other (income) expense, net | (2.9 | ) | (3.2 | ) | ||||
Operating income | 206.2 | 237.0 | 15 | % | ||||
Interest expense, net | 7.3 | 7.6 | ||||||
Income before income taxes | 198.9 | 229.4 | 15 | % | ||||
Income taxes | 65.8 | 71.8 | ||||||
Net income | 133.1 | 157.6 | 18 | % | ||||
Gross margin | 47.0 | % | 49.3 | % | ||||
Operating margin | 21.5 | % | 23.1 | % | ||||
Effective tax rate | 33.1 | % | 31.3 | % | ||||
Earnings per share: | ||||||||
Basic | $ | 0.63 | $ | 0.74 | 18 | % | ||
Diluted | 0.62 | 0.73 | 18 | % |
Change vs. Prior Period | ||
· Underlying change1 in net sales | 8% | |
· Foreign exchange2 | 2% | |
· Estimated net change in trade inventories3 | (1%) | |
· Absence of Hopland brands4 | (2%) | |
Reported change in net sales | 7% |
Change vs. Prior Period | ||
· Volumetric growth | 4% | |
· Foreign exchange | 1% | |
· Portfolio mix and reduced VAP | (4%) | |
· Absence of Hopland brands | (5%) | |
Reported change in cost of sales | (4%) |
Change vs. Prior Period | ||
· Underlying change in gross profit | 11% | |
· Foreign exchange | 2% | |
· Estimated net change in trade inventories | (0%) | |
· Absence of Hopland brands | (1%) | |
Reported change in gross profit | 12% |
Change vs. Prior Period | ||
· Underlying change in operating income | 14% | |
· Foreign exchange | 2% | |
· Estimated net change in trade inventories | (0%) | |
· Absence of Hopland brands | (1%) | |
Reported change in operating income | 15% |
Nine Months Ended | ||||||||
January 31, | ||||||||
2012 | 2013 | Change | ||||||
Net sales | $ | 2,813.1 | $ | 2,918.8 | 4 | % | ||
Excise taxes | 692.5 | 729.4 | 5 | % | ||||
Cost of sales | 747.4 | 694.1 | (7 | %) | ||||
Gross profit | 1,373.2 | 1,495.3 | 9 | % | ||||
Advertising expenses | 296.3 | 309.1 | 4 | % | ||||
Selling, general, and administrative expenses | 433.9 | 469.9 | 8 | % | ||||
Amortization expense | 3.4 | — | ||||||
Other expense (income), net | 1.3 | (4.8 | ) | |||||
Operating income | 638.3 | 721.1 | 13 | % | ||||
Interest expense, net | 21.5 | 17.1 | ||||||
Income before income taxes | 616.8 | 704.0 | 14 | % | ||||
Income taxes | 208.1 | 226.0 | ||||||
Net income | 408.7 | 478.0 | 17 | % | ||||
Gross margin | 48.8 | % | 51.2 | % | ||||
Operating margin | 22.7 | % | 24.7 | % | ||||
Effective tax rate | 33.7 | % | 32.1 | % | ||||
Earnings per share: | ||||||||
Basic | $ | 1.90 | $ | 2.24 | 18 | % | ||
Diluted | 1.89 | 2.22 | 18 | % |
Change vs. Prior Period | ||
· Underlying change in net sales | 8% | |
· Foreign exchange | (1%) | |
· Absence of Hopland brands | (3%) | |
Reported change in net sales | 4% |
• | Jack Daniel's Family of Brands depletions grew mid-single digits for the first nine months. Net sales increased ahead of volume growth because of higher pricing, growing high-single digits on a reported basis and low double-digits on a constant currency6 basis for the same period. This growth was driven by a combination of broad-based volumetric and pricing growth of Jack Daniel's Tennessee Whiskey around the world and the growth of Jack Daniel's Tennessee Honey in the U.S. and expansion of the brand to select markets outside the U.S. Gentleman Jack and Jack Daniel's Single Barrel benefited from gains in the U.S. and continued expansion in markets outside the U.S. Jack Daniel's ready-to-drink / ready-to-pour (RTD/RTP) brands net sales on a reported and constant currency basis grew mid-single digits for the first nine months, as gains in some markets were only partially offset by declines in Japan where we launched a line extension a year ago. Volumetric gains continued in several markets, most notably Mexico, Germany, the U.K., and Australia. |
• | Finlandia net sales grew low-single digits on a reported basis, while depletions and net sales on a constant currency basis improved in the mid-single digits. The brand's growth was driven largely by volume gains in Russia where it continues to gain market share of the premium vodka category per Nielsen data. |
• | Southern Comfort Family of Brands global net sales declined in the mid single-digits during the nine months on both a reported basis and constant currency basis, driven largely by depletion declines for the parent brand internationally. However, overall depletion trends continue to improve for the parent brand in the U.S., the brand's largest market, on the heels of a stronger and more consistent media presence, more effective promotional efforts with the trade, and continued flavor innovation. The positive momentum on the parent brand in the U.S. was offset by lower sales of Southern Comfort Fiery Pepper, which was discontinued, and disappointing declines in some of the brand's key international markets, notably Australia and the U.K. |
• | Our super and ultra-premium brands, which include Herradura, Woodford Reserve, Tuaca, Sonoma-Cutrer and Chambord, collectively grew depletions high-single digits and net sales on a both a reported and constant currency basis in the mid-teens. |
Change vs. Prior Period | ||
· Volumetric growth | 3% | |
· Cost increases and reduced VAP | 0% | |
· Foreign exchange | (1%) | |
· Absence of Hopland brands | (9%) | |
Reported change in cost of sales | (7%) |
Change vs. Prior Period | ||
· Underlying change in gross profit | 10% | |
· Estimated net change in trade inventories | 1% | |
· Absence of Hopland brands | (1%) | |
· Foreign exchange | (1%) | |
Reported change in gross profit | 9% |
Change vs. Prior Period | ||
· Underlying change in operating income | 13% | |
· Estimated net change in trade inventories | 1% | |
· Absence of Hopland brands | (1%) | |
Reported change in operating income | 13% |
4.1 | Officers' Certificate dated December 12, 2012, pursuant to the indenture dated April 2, 2007, as supplemented by the supplemental indenture dated as of December 13, 2010 between Brown-Forman Corporation and U.S. Bank National Association, as trustee setting forth the terms of the Notes, which is incorporated into this report by reference to Brown-Forman Corporation's Form 8-K filed December 12, 2012. | |
4.2 | Form of 1.000% Note due 2018, which is incorporated into this report by reference to Brown-Forman Corporation's Form 8-K filed December 12, 2012. | |
4.3 | Form of 2.250% Note due 2023, which is incorporated into this report by reference to Brown-Forman Corporation's Form 8-K filed December 12, 2012. | |
4.4 | Form of 3.750% Note due 2043, which is incorporated into this report by reference to Brown-Forman Corporation's Form 8-K filed December 12, 2012. | |
10.1 | Letter Agreement between Brown-Forman Corporation and John K. Sirchio dated December 20, 2012, which is incorporated into this report by reference to Brown-Forman Corporation's Form 8-K filed December 20, 2012. | |
31.1 | CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
31.2 | CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
32 | CEO and CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (not considered to be filed). | |
101 | The following materials from Brown-Forman Corporation's Quarterly Report on Form 10-Q for the quarter ended January 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (a) Condensed Consolidated Statements of Operations, (b) Condensed Consolidated Statements of Comprehensive Income, (c) Condensed Consolidated Balance Sheets, (c) Condensed Consolidated Statements of Cash Flows, and (d) Notes to the Condensed Consolidated Financial Statements. |
BROWN-FORMAN CORPORATION | |||
(Registrant) | |||
Date: | March 6, 2013 | By: | /s/ Donald C. Berg |
Donald C. Berg | |||
Executive Vice President and Chief Financial Officer | |||
(On behalf of the Registrant and as Principal Financial Officer) |
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 6, 2013 | By: | /s/ Paul C. Varga |
Paul C. Varga | |||
Chief Executive Officer |
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 6, 2013 | By: | /s/ Donald C. Berg |
Donald C. Berg | |||
Chief Financial Officer |
(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 6, 2013 | ||
By: | /s/ Paul C. Varga | ||
Paul C. Varga | |||
Chairman and Chief Executive Officer | |||
By: | /s/ Donald C. Berg | ||
Donald C. Berg | |||
Executive Vice President and Chief Financial Officer |
Cash Dividends Cash Dividends (Details) (USD $)
|
9 Months Ended |
---|---|
Jan. 31, 2013
|
|
Cash Dividends [Abstract] | |
Special Cash Dividend Per Share | $ 4.00 |
Fair Value of Financial Instruments (Details) (USD $)
In Millions, unless otherwise specified |
Jan. 31, 2013
|
Apr. 30, 2012
|
Jan. 31, 2012
|
Apr. 30, 2011
|
---|---|---|---|---|
Assets: | ||||
Cash and cash equivalents, Carrying Amount | $ 386.8 | $ 338.3 | $ 494.9 | $ 567.1 |
Cash and cash equivalents, Fair Value | 386.8 | |||
Liabilities: | ||||
Short-term borrowings, Carrying Amount | 10.6 | 4.3 | ||
Short-term borrowings, Fair Value | 10.6 | |||
Current portion of long-term debt, Carrying Amount | 253.7 | 2.7 | ||
Current portion of long-term debt, Fair Value | 261.6 | |||
Long-term debt, Carrying Amount | 996.6 | 502.8 | ||
Long-term debt, Fair Value | 994.0 | |||
Currency derivatives [Member]
|
||||
Assets: | ||||
Contracts, Carrying Amount | 1.9 | |||
Contracts, Fair Value | 1.9 | |||
Liabilities: | ||||
Currency derivatives, Carrying Amount | 13.3 | |||
Currency derivatives, Fair Value | 13.3 | |||
Interest rate swaps [Member]
|
||||
Assets: | ||||
Contracts, Carrying Amount | 1.8 | |||
Contracts, Fair Value | $ 1.8 |
Stock Split (Tables)
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jan. 31, 2013
|
|||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Change in the company's outstanding shares | The following table shows the change in the Company’s outstanding common shares shares during the nine months ended January 31, 2013:
|
Stock Split (Details)
In Thousands, unless otherwise specified |
9 Months Ended |
---|---|
Jan. 31, 2013
|
|
Common stock, Class A, voting [Member]
|
|
Change in the company's outstanding shares | |
Balance at April 30, 2012 | 56,251 |
Stock split (3-for-2) | 28,149 |
Stock issued under compensation plans | 46 |
Balance at January 31, 2013 | 84,446 |
Common stock, Class B, nonvoting [Member]
|
|
Change in the company's outstanding shares | |
Balance at April 30, 2012 | 85,823 |
Stock split (3-for-2) | 42,951 |
Stock issued under compensation plans | 391 |
Balance at January 31, 2013 | 129,165 |
Income Taxes
|
9 Months Ended |
---|---|
Jan. 31, 2013
|
|
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our consolidated interim effective tax rate is based upon our expected annual operating income, statutory tax rates, and income tax laws in the various jurisdictions in which we operate. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event occurs. The effective tax rate of 32.1% for the nine months ended January 31, 2013, is based on an expected tax rate of 32.6% on ordinary income for the full fiscal year, as adjusted for the recognition of net tax benefits related to discrete items arising during the period and interest on previously provided tax contingencies. Our expected tax rate includes current fiscal year additions for existing tax contingency items. We believe there will be no material change in our gross unrecognized tax benefits in the next twelve months. We file income tax returns in the United States, including several state and local jurisdictions, as well as in several other countries in which we conduct business. The major jurisdictions and their earliest fiscal years that are currently open for tax examinations are 2006 in the United States, 2009 in Ireland and Italy, 2008 in Australia, 2007 in Poland, 2006 in Finland, 2003 in the U.K., and 2001 in Mexico. The audit of our fiscal 2011 U.S. federal tax return was concluded during the current fiscal year. In addition, we are participating in the Internal Revenue Service’s Compliance Assurance Program for our fiscal 2012 and 2013 tax years. |
'0O:'1M;#L@8VAA