11-K 1 g96087hee11vk.htm BROWN-FORMAN CORP. Hartmann Employee Savings and Investment Plan
 

 
 

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)

     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004

OR

     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-123

A. Full Title of Plan: Hartmann Employee Savings and Investment Plan

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  
    2  
Financial Statements
       
    3  
    4  
    5-10  
Supplemental Schedule:
       
    11  
    12  
Consent of Independent Registered Public Accounting Firm
    13  

 


 

Report of Independent Registered Public Accounting Firm

To the Participants and Administrator of
Hartmann Employee Savings and Investment Plan

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 Hartmann Employee Savings and Investment Plan (the Plan) at December 31, 2004 and 2003, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Louisville, Kentucky
June 24, 2005

2


 

Hartmann Employee Savings and Investment Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003

 
                                                 
    2004     2003  
    Participant     Nonparticipant             Participant     Nonparticipant        
    Directed     Directed     Total     Directed     Directed     Total  
Investments, at fair value:
                                               
Mutual funds
  $ 4,439,012     $ 17,476     $ 4,456,488     $ 3,986,287     $ 21,076     $ 4,007,363  
Common collective trust fund
    2,615,007             2,615,007       2,644,088             2,644,088  
Brown-Forman Corporation Class B common stock
    155,174       332,595       487,769       87,616       374,987       462,603  
Loan to participants
    221,778             221,778       212,621             212,621  
 
                                   
 
    7,430,971       350,071       7,781,042       6,930,612       396,063       7,326,675  
 
                                               
Employers’ contributions receivable
    46,261             46,261       46,992               46,992  
Employees’ contributions receivable
    13,162             13,162       23,377               23,377  
 
                                   
Net assets available for benefits
  $ 7,490,394     $ 350,071     $ 7,840,465     $ 7,000,981     $ 396,063     $ 7,397,044  
 
                                   

The accompanying notes are an integral part of the financial statements.

3


 

Hartmann Employee Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits

for the years ended December 31, 2004 and 2003

 
                                                 
    2004     2003  
    Participant     Nonparticipant           Participant     Nonparticipant        
    Directed     Directed     Total     Directed     Directed     Total  
Additions:
                                               
Contributions:
                                               
Employer
  $ 163,226           $ 163,226     $ 171,973           $ 171,973  
Employee
    331,118             331,118       343,440             343,440  
 
                                   
 
    494,344             494,344       515,413             515,413  
Interest income
    137,385             137,385       131,813             131,813  
Dividend income
    41,724     $ 6,572       48,296       33,264     $ 6,838       40,102  
Net appreciation in fair value of investments
    358,813       13,457       372,270       763,260       118,543       881,803  
Net transfers from other plans
                      83,597             83,597  
 
                                   
Total additions
    1,032,266       20,029       1,052,295       1,527,347       125,381       1,652,728  
 
                                   
Deductions:
                                               
Withdrawals by participants
    539,746       65,866       605,612       847,935       50,627       898,562  
Administrative expenses
    3,107       155       3,262       3,154       192       3,346  
 
                                   
Total deductions
    542,853       66,021       608,874       851,089       50,819       901,908  
 
                                   
Interfund transfers
                      23,164       (23,164 )      
Net increase (decrease)
    489,413       (45,992 )     443,421       699,422       51,398       750,820  
Net assets available for benefits:
                                               
Beginning of year
    7,000,981       396,063       7,397,044       6,301,559       344,665       6,646,224  
 
                                   
End of year
  $ 7,490,394     $ 350,071     $ 7,840,465     $ 7,000,981     $ 396,063     $ 7,397,044  
 
                                   

The accompanying notes are an integral part of the financial statements.

4


 

Hartmann Employee Savings and Investment Plan
Notes to Financial Statements

 

1.     Description of Plan:

The sponsor of the Hartmann Employee Savings and Investment Plan (the Plan), Brown-Forman Corporation (the Sponsor), 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 salaried and non-union hourly employees of Hartmann Luggage Company (the Company). An employee becomes eligible to participate in the Plan on the employment commencement date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
  b.   Contributions: Non-highly compensated employees may contribute to the Plan between 1% and 50% of their annual compensation, and highly compensated employees may contribute between 1% and 15% of their annual compensation, not to exceed the Section 402(g) (of the Internal Revenue Code of 1986) limitation in effect for the 2004 calendar year, currently $13,000. New employees may transfer assets from their former employers’ qualified plans to the Plan.
 
      Participants are eligible to receive Company matching contributions beginning on the first day of the month following completion of one year of service. For non-retail employees, the Company’s matching contribution is equal to 75% of the participant’s elective deferral for the first 5% of the participant’s annual compensation. For retail employees, the Company’s matching contribution is equal to 50% of the participant’s elective deferral for the first 2% of annual compensation and an additional 25% of the remainder of the participant’s elective deferral up to 10% of annual compensation.
 
      The Company also makes a Company Retirement (CORE) contribution to each salaried employee of the retail division who is employed on the last day of the plan year, except those employees at the plant location in Lebanon, Tennessee, in an amount equal to 3% of the employee’s eligible compensation during the year.
 
      Effective January 1, 2002, participants who have attained age 50 before December 31, 2002 could have contributed an additional catch-up contribution, subject to the limitations of the Internal Revenue Code (IRC) and the Plan. Effective January 1, 2004, eligible participants who have attained age 50 before the close of the plan year could make catch-up contributions in an amount from 1% to 50% of the employee’s compensation, subject to the limitations of the IRC.

5


 

Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

 

1.     Description of Plan, continued:

  b.   Contributions, continued: Each participant’s account is credited with the participant’s contribution on a monthly basis, and effective November 15, 2004, on a semi-monthly basis, an allocation of (i) the Company’s matching contribution on a quarterly basis, and (ii) plan earnings on a daily basis, and (iii) the CORE contribution on an annual 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) $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. 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 $160 and $3,602 for 2004 and 2003, respectively. Also in 2004 and 2003, $2,400 and $3,500, respectively, from forfeited nonvested accounts were used to reinstate previously forfeited account balances of re-employed participants and/or reduce Company contributions.
 
      Participants can allocate contributions among various investment options in 1% increments. The Plan currently offers several different investment choices, including mutual funds, a money market portfolio, a common collective trust fund, and a Brown-Forman Stock Fund to participants.
 
  c.   Paysop Fund: This nonparticipant directed fund consists of company contributions of Class B nonvoting common stock of Brown-Forman Corporation. Contributions for any plan year were limited to one-half of one percent of the annual compensation of all employees covered by the Plan; however, the Company is no longer contributing to this fund. This fund will be eliminated when all stock allocated to participants is withdrawn.
 
  d.   Vesting: Participants are immediately vested in their employee contributions plus actual earnings thereon. An employee becomes 100% vested in the CORE contribution after five years of service with the Company. 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.
 
  e.   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 (IRA), 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. Effective March 28, 2005, if the vested account balance is $1,000 or less, an automatic lump sum distribution will be made. If the vested account balance is greater than $1,000 up to $5,000, and the participant does not direct otherwise, it will be rolled over into an IRA with Fidelity Management Trust Company (Fidelity), the trustee and record keeper

6


 

Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

 

1.     Description of Plan, continued:

  e.   Withdrawals, continued: as defined by the Plan. In the event of death, the participant’s beneficiary will receive the vested interest in a lump-sum payment or in the form of an installment payment. A participant may also withdraw vested interest in the case of financial hardship under guidelines promulgated by the Internal Revenue Service. The participant’s contribution shall be suspended for six months after the receipt of a hardship distribution.
 
      Withdrawals of the Paysop Fund benefits can be made in cash or a single payment of the related common stock. If payment in common stock is elected, fractional shares are paid in cash.
 
      A participant may request permission from the plan administrator to borrow a portion of such participant’s vested accrued benefit under the Plan. Loans shall be limited to the lesser of $50,000 or 50% of the vested account balance. Loans must bear a reasonable rate of interest, be collateralized, and be repaid within five years. Participants do not share in the earnings from the Plan’s investments to the extent of any outstanding loans, except that the interest paid on such loans is allocated directly to the participant’s account.

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: The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds and the common collective trust fund are valued at the net asset value of shares held by the Plan at year end. Participant loans are valued at their outstanding balances, which approximate fair value. The Brown-Forman Corporation Stock Fund is comprised of Brown-Forman Corporation Class B shares, which are valued at the quoted closing market price, and a cash component.
 
      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


 

Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

 

2.     Summary of Significant Accounting Policies, continued:

  d.   Reclassifications: Certain financial statement amounts have been reclassified in the prior year to conform with current year presentation. These reclassifications had no effect on total net assets available for benefits or the increase (decrease) in net assets available for benefits.
 
  e.   Payment of Benefits: Benefits are recorded when paid.

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,  
    2004     2003  
    Number of             Number of        
    Shares, Units             Shares, Units        
    or Principal             or Principal        
    Amount     Fair Value     Amount     Fair Value  
Investments at fair value:
                               
Fidelity Magellan Fund
    11,212     $ 1,163,678       11,115     $ 1,086,397  
Fidelity Equity-Income Fund
    13,067       689,694       12,106       602,263  
Fidelity Growth Company Fund
    13,996       784,730       14,101       706,044  
Fidelity Retirement Money
                             
Market Portfolio
    397,718       397,718       420,452       420,452  
Managed Income Portfolio
    2,615,007       2,615,007       2,644,088       2,644,088  
Brown-Forman Corporation Class B
                             
Common Stock Fund
    9,735       155,174       5,723       87,616  
Other investments
    67,272       1,642,446       58,374       1,404,828  
 
                           
 
            7,448,447               6,951,688  
 
                               
Common stock:
                               
Brown-Forman Corporation Class B Common Stock*
    20,865       332,595       24,493       374,987  
 
                           
 
          $ 7,781,042             $ 7,326,675  
 
                           

*Nonparticipant directed

During 2004 and 2003, the Plan’s investments, including gains and losses on investments bought and sold as well as held during year, appreciated in value as follows:

                 
    2004     2003  
Participant directed:
               
Mutual funds
  $ 353,000     $ 747,436  
Brown-Forman Corporation Class B Common Stock Fund
    5,813       15,824  
 
           
 
    358,813       763,260  
 
               
Nonparticipant directed:
               
Brown-Forman Corporation Class B Common Stock
    13,457       118,543  
 
           
Total
  $ 372,270     $ 881,803  
 
           

8


 

Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

 

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 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 provisions of the IRC.

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 Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

Certain administrative costs incurred by the Plan are paid by the Company. Effective January 1, 2002, general administrative expenses of the third party record keeper, Fidelity, and the administration fee for processing loans are allocated to the participants’ accounts. Effective July 1, 2002, participant recordkeeping fees were waived by Fidelity. Administration fees for loans continue to be allocated to the participants’ accounts. Administrative expenses of $3,262 and $3,346 in 2004 and 2003, respectively, were allocated to participants’ accounts.

Certain participants of other defined contribution plans sponsored by the Sponsor transferred their participation to the Plan. As a result, $83,597 of related plan assets was transferred into the Plan for the year ending December 31, 2003. No transfers occurred for the year ending December 31, 2004.

Certain plan investments are units of Brown-Forman Corporation Class B stock. Therefore, these transactions qualify as related party transactions. For the years ending December 31, 2004 and 2003, 5,617 units were purchased for $86,160 and 4,897 units were purchased for $63,390, respectively. For the years ending December 31, 2004 and 2003, 5,232 units were sold for $80,264 and 8,228 units were sold for $99,788, respectively. Dividends of $8,092 and $7,454 were received on Company units for the years ending December 31, 2004 and 2003, respectively.

9


 

Hartmann Employee Savings and Investment Plan
Notes to Financial Statements, Continued

 

7.     Risks and Uncertainties:

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

10


 

Hartmann Employee Savings and Investment Plan
Plan #018 EIN #61-0143150
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)

December 31, 2004

 
                             
        Description of Investment Including              
Identity of Issue, Borrower,   Maturity Date, Rate of Interest,           Current  
Lessor or Similar Party   Collateral, Par or Maturity Value   Cost     Value  
 
  Janus Enterprise Fund   9,676 Mutual fund shares         $ 364,000  
 
  PIMCO Total Return Fund   25,476 Mutual fund shares           271,826  
 
  Royce Low Priced Stock Fund   2,573 Mutual fund shares           39,442  
*
  Fidelity Magellan Fund   11,212 Mutual fund shares           1,163,678  
*
  Fidelity Equity-Income Fund   13,067 Mutual fund shares           689,694  
*
  Fidelity Growth Company Fund   13,996 Mutual fund shares           784,730  
*
  Fidelity Asset Manager   13,582 Mutual fund shares           220,157  
*
  Fidelity Low Priced Stock Fund   3,531 Mutual fund shares           142,107  
*
  Fidelity Diversified Intl   10,172 Mutual fund shares           291,312  
*
  Fidelity Freedom 2030          13 Mutual fund shares           183  
*
  Fidelity Freedom 2015        77 Mutual fund shares           855  
*
  Fidelity Freedom 2035        75 Mutual fund shares           858  
*
  Fidelity Retirement Money                        
 
       Market Portfolio   380,242 Mutual fund shares           380,242  
*
  Fidelity Retirement Money                        
 
  Market Portfolio   17,476 Mutual fund shares   $ 17,476       17,476  
*
  Managed Income Portfolio   2,615,007 Common collective trust fund units,                
 
      variable rate and maturity           2,615,007  
*
  Spartan U.S. Equity Index Fund   2,098 Mutual fund shares           89,928  
*
  Brown-Forman Corporation   9,735 Class B common stock fund units           155,174  
*
  Brown-Forman Corporation   20,865 Class B common stock fund units     309,663       332,595  
*
  Participant loans   Loans, 5.25% rate, variable maturity           221,778  
 
                         
 
                      $ 7,781,042  
 
                         

* Party-in-interest to the Plan

11