Q3 2025 Earnings Call Transcript

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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)

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)

(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

Class A Common Stock (voting), $0.15 par value BFA New York Stock Exchange

Class B Common Stock (nonvoting), $0.15 par value BFB New York Stock Exchange

1.200% Notes due 2026 BF26 New York Stock Exchange

2.600% Notes due 2028 BF28 New York Stock Exchange

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 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 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.

Large accelerated filer Accelerated filer

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 169,129,183

Class B Common Stock (nonvoting), $0.15 par value 303,539,962

Index to Quarterly Report Form 10-Q

Page

3

Item 1. Financial Statements (Unaudited)

3

Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3. Quantitative and Qualitative Disclosures about Market Risk

37

Item 4. Controls and Procedures

37

38

Item 1. Legal Proceedings

38

Item 1A. Risk Factors

38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

38

Item 3. Defaults Upon Senior Securities

38

Item 4. Mine Safety Disclosures

38

Item 5. Other Information

38

Item 6. Exhibits

39

SIGNATURES

40

2

Item 1. Financial Statements (Unaudited)

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 $ 1,406 $ 1,348 $ 4,137 $ 3,935

Excise taxes 337 313 923 854

Net sales 1,069 1,035 3,214 3,081

Cost of sales 434 416 1,257 1,251

Gross profit 635 619 1,957 1,830

Advertising expenses 143 125 414 377

Selling, general, and administrative expenses 203 178 595 551

Restructuring and other charges

31 33

Gain on sale of business (90) (90)

Other expense (income), net 6 5 (1) (33)

Operating income 373 280 1,039 902

Interest income (3) (5) (7) (12)

Interest expense 33 31 93 95

Equity method investment income and gain on sale

(81) (83)

Income before income taxes 342 332 951 898

Income taxes 57 62 193 175

Net income $ 285 $ 270 $ 758 $ 723

Basic $ 0.60 $ 0.57 $ 1.59 $ 1.53

Diluted $ 0.60 $ 0.57 $ 1.58 $ 1.53

See notes to the condensed consolidated financial statements.

3

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 $ 285 $ 270 $ 758 $ 723

Other comprehensive income (loss), net of tax:

Currency translation adjustments 75 (60) 10 (128)

Cash flow hedge adjustments (10) 6 (3) 3

Postretirement benefits adjustments 1 2 4 3

Net other comprehensive income (loss) 66 (52) 11 (122)

Comprehensive income $ 351 $ 218 $ 769 $ 601

See notes to the condensed consolidated financial statements.

4

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in millions, except per share amounts)

April 30, 2024 January 31,

2025

Assets

Cash and cash equivalents $ 446 $ 599

Accounts receivable, less allowance for doubtful accounts of $8 at April 30 and $7 at January 31

769 855

Barreled whiskey 1,490 1,564

Finished goods 452 428

Work in process 396 360

Raw materials and supplies 218 99

Total inventories 2,556 2,451

Assets held for sale 120

Other current assets 265 254

Total current assets 4,036 4,279

Property, plant and equipment, net 1,074 1,041

Goodwill 1,455 1,435

Other intangible assets 990 973

Equity method investments

270 3

Deferred tax assets 69 63

Other assets 272 277

Total assets $ 8,166 $ 8,071

Liabilities

Accounts payable and accrued expenses $ 793 $ 695

Accrued income taxes 38 30

Total current liabilities 1,559 1,227

Deferred tax liabilities 315 266

Accrued pension and other postretirement benefits 160 161

Other liabilities 243 233

Total liabilities 4,649 4,248

Commitments and contingencies

Stockholders Equity

Class A, voting, $0.15 par value (170,000,000 shares authorized; 170,000,000 shares issued)

25 25

Class B, nonvoting, $0.15 par value (400,000,000 shares authorized; 314,532,000 shares issued)

47 47

Retained earnings 4,261 4,671

Accumulated other comprehensive income (loss), net of tax (221) (343)

Treasury stock, at cost (11,932,000 and 11,871,000 shares at April 30 and January 31, respectively)

(608) (605)

Total stockholders equity 3,517 3,823

Total liabilities and stockholders equity $ 8,166 $ 8,071

See notes to the condensed consolidated financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in millions)

Nine Months Ended

January 31,

2024 2025

Net income $ 758 $ 723

Adjustments to reconcile net income to net cash provided by operations:

Gain on sale of business (90)

Equity method investment income and gain on sale

(83)

Depreciation and amortization 66 66

Deferred income tax provision (benefit)

3 (43)

Change in fair value of contingent consideration 1 5

Other, net (2) (3)

Accounts receivable (21) (106)

Inventories (320) (61)

Other current assets 28 21

Accounts payable and accrued expenses (69) (64)

Accrued income taxes (2) (10)

Other operating assets and liabilities (8) (19)

Cash provided by operating activities 362 446

Proceeds from sale of business 194

Proceeds from sale of equity method investment

350

Proceeds from sale of property, plant, equipment, and other

13 51

Additions to property, plant, and equipment (148) (117)

Other, net 4

Cash provided by investing activities

63 284

Acquisition of treasury stock (400)

Dividends paid (300) (313)

Other, net (4)

Cash used for financing activities (212) (546)

Effect of exchange rate changes on cash, cash equivalents, and restricted cash 2 (20)

Net increase in cash, cash equivalents, and restricted cash

215 164

Cash, cash equivalents, and restricted cash at beginning of period 384 456

Cash, cash equivalents, and restricted cash at end of period 599 620

Restricted cash (included in other current assets) at end of period (10) (21)

Cash and cash equivalents at end of period $ 589 $ 599

See notes to the condensed consolidated financial statements.

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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 $ 285 $ 270 $ 758 $ 723

Share data (in thousands):

Basic average common shares outstanding 474,806 472,661 477,542 472,651

Diluted average common shares outstanding 475,566 472,886 478,444 472,960

Basic earnings per share $ 0.60 $ 0.57 $ 1.59 $ 1.53

Diluted earnings per share $ 0.60 $ 0.57 $ 1.58 $ 1.53

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

We value some of our consolidated inventories, including most of our U.S. inventories, at the lower of cost, using the last-in, first-out (LIFO) method or market value. If the LIFO method had not been used, inventories at current cost would have been $512 million higher than reported as of April 30, 2024, and $554 million higher than reported as of January 31, 2025. Changes in the LIFO valuation reserve for interim periods are based on an allocation of the projected change for the entire fiscal year, recognized proportionately over the remainder of the fiscal year.

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

$ 1,455 $ 990

Foreign currency translation adjustment (20) (17)

Balance at January 31, 2025

$ 1,435 $ 973

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.

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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 million in exchange for our 21.4% ownership interest in Duckhorn. As a result of the transaction, we recognized a $78 million gain on sale of our investment in Duckhorn during the three months ended January 31, 2025.

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

$ $ 19 $ $ 19

Other restructuring charges1

6 8

Restructuring charges

25 27

Other charges2

6 6

Total restructuring and other charges

$ $ 31 $ $ 33

1Primarily represents one-time costs related to the cooperage facility closure and other miscellaneous exit costs.

2Represents $4 million in costs associated with a special, one-time early retirement benefit to qualifying U.S. employees and $2 million in impairment charges on certain cooperage facility assets held for sale.

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

19 8 27

Costs paid or otherwise settled

(2) (6) (8)

Balance at January 31, 2025

$ 17 $ 2 $ 19

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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

(Principal and carrying amounts in millions) April 30, 2024 January 31,

2025

3.50% senior notes, $300 principal amount, due April 15, 2025

$ 300 $ 300

1.20% senior notes, 300 principal amount, due July 7, 2026

321 312

2.60% senior notes, 300 principal amount, due July 7, 2028

375 372

4.75% senior notes, $650 principal amount, due April 15, 2033

643 644

4.00% senior notes, $300 principal amount, due April 15, 2038

295 295

3.75% senior notes, $250 principal amount, due January 15, 2043

248 248

4.50% senior notes, $500 principal amount, due July 15, 2045

490 490

2,672 2,661

Less current portion 300 300

$ 2,372 $ 2,361

(Dollars in millions) April 30, 2024 January 31,

2025

Commercial paper (par amount) $429 $203

Average interest rate 5.49% 4.65%

Average remaining days to maturity 12 16

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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

Retained Earnings

AOCI Treasury Stock

Total

Balance at April 30, 2023

$ 25 $ 47 $ 1 $ 3,643 $ (235) $ (213) $ 3,268

Net income 231 231

Net other comprehensive income (loss) 36 36

Declaration of cash dividends (197) (197)

Stock issued under compensation plans 3 3

Loss on issuance of treasury stock issued under compensation plans (4) (3) (7)

Balance at July 31, 2023

25 47 1 3,674 (199) (210) 3,338

Net income 242 242

Net other comprehensive income (loss) (91) (91)

Acquisition of treasury stock (42) (42)

Balance at October 31, 2023

25 47 8 3,916 (290) (252) 3,454

Net income 285 285

Net other comprehensive income (loss) 66 66

Declaration of cash dividends (206) (206)

Acquisition of treasury stock (361) (361)

Balance at January 31, 2024

$ 25 $ 47 $ 15 $ 3,995 $ (224) $ (613) $ 3,245

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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

Retained Earnings

AOCI Treasury Stock

Total

Balance at April 30, 2024 $ 25 $ 47 $ 13 $ 4,261 $ (221) $ (608) $ 3,517

Net income 195 195

Net other comprehensive income (loss) (43) (43)

Declaration of cash dividends (206) (206)

Stock issued under compensation plans 3 3

Loss on issuance of treasury stock issued under compensation plans (5) (5)

Balance at July 31, 2024 25 47 12 4,250 (264) (605) 3,465

Net income 258 258

Net other comprehensive income (loss) (27) (27)

Balance at October 31, 2024 25 47 21 4,508 (291) (605) 3,705

Net income 270 270

Net other comprehensive income (loss) (52) (52)

Declaration of cash dividends (107) (107)

Balance at January 31, 2025

$ 25 $ 47 $ 28 $ 4,671 $ (343) $ (605) $ 3,823

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

$ (111) $ 10 $ (120) $ (221)

Net other comprehensive income (loss) (128) 3 3 (122)

Balance at January 31, 2025

$ (239) $ 13 $ (117) $ (343)

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

May 23, 2024 June 7, 2024 July 1, 2024 $0.2178

July 25, 2024 September 3, 2024 October 1, 2024 $0.2178

November 21, 2024 December 6, 2024 January 2, 2025 $0.2265

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

Three Months Ended Nine Months Ended

January 31, January 31,

(Dollars in millions) 2024 2025 2024 2025

United States

$ 469 $ 459 $ 1,442 $ 1,367

Developed International1

310 298 910 867

Emerging2

235 220 677 647

Travel Retail3

37 35 127 121

18 23 58 79

Total $ 1,069 $ 1,035 $ 3,214 $ 3,081

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.

Three Months Ended Nine Months Ended

January 31, January 31,

(Dollars in millions) 2024 2025 2024 2025

Whiskey1

$ 731 $ 749 $ 2,167 $ 2,177

127 126 397 380

Tequila3

76 68 238 202

18 23 58 79

Rest of portfolio5

117 69 354 243

Total $ 1,069 $ 1,035 $ 3,214 $ 3,081

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, Diplom tico, 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 $ 5 $ 4 $ 14 $ 13

Interest cost 8 9 25 27

Expected return on plan assets (10) (10) (30) (29)

Prior service cost 1

Net actuarial loss

2 1 5 1

Curtailment loss

1 1

Net cost $ 5 $ 5 $ 14 $ 14

Interest cost $ $ $ 1 $ 1

Special termination benefits

1 1

Curtailment loss

1 1

Net cost $ $ 2 $ 1 $ 3

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 months at both April 30, 2024 and January 31, 2025.

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

Net gain (loss) recognized in AOCI n/a $ (11) $ 12

Net gain (loss) reclassified from AOCI into earnings Sales 3 4

Net gain (loss) recognized in earnings Sales $ (3) $ 6

Net gain (loss) recognized in earnings Other income (expense), net 2 (1)

Net gain (loss) recognized in AOCI n/a $ (19) $ 22

Net gain (loss) reclassified from AOCI into earnings Other income (expense), net 26

Total amounts presented in the accompanying condensed consolidated statements of operations for line items affected by the net gains (losses) shown above:

Sales $ 1,406 $ 1,348

Other income (expense), net (6) (5)

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Nine Months Ended

January 31,

(Dollars in millions) Classification 2024 2025

Derivative Instruments

Net gain (loss) recognized in AOCI n/a $ 6 $ 11

Net gain (loss) reclassified from AOCI into earnings Sales 11 7

Net gain (loss) recognized in earnings Sales $ (1) $ 6

Net gain (loss) recognized in earnings Other income (expense), net 8 (6)

Net gain (loss) recognized in AOCI n/a $ (2) $ 7

Net gain (loss) reclassified from AOCI into earnings Other income (expense), net 26

Total amounts presented in the accompanying condensed consolidated statements of operations for line items affected by the net gains (losses) shown above:

Sales $ 4,137 $ 3,935

Other income (expense), net 1 33

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

Currency derivatives Other current assets $ 11 $ (2) $ 15 $ (1)

Currency derivatives Other assets 1 (1) 3

Currency derivatives Accrued expenses (1)

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.

Offsetting. As noted above, our derivative contracts are governed by ISDA agreements that allow for net settlement of derivative contracts with the same counterparty. It is our policy to present the fair values of current derivatives (that is, those with a remaining term of 12 months or less) with the same counterparty on a net basis in our balance sheets. Similarly, we present the fair values of noncurrent derivatives with the same counterparty on a net basis. We do not net current derivatives with noncurrent derivatives in our balance sheets.

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 $ 12 $ (3) $ 9 $ $ 9

Derivative liabilities (4) 3 (1) (1)

January 31, 2025

Derivative assets 18 (1) 17 17

Derivative liabilities (1) 1

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 $ 446 $ 446 $ 599 $ 599

Currency derivatives, net 9 9 17 17

Liabilities

Currency derivatives, net 1 1

Contingent consideration

69 69 72 72

2,672 2,468 2,661 2,487

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 $ 69

Change in fair value1

5

Foreign currency translation adjustment (2)

Balance at January 31, 2025

$ 72

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 million related to certain cooperage facility assets held for sale as part of the restructuring plan approved in January 2025. The impairment charge was based on our measurements of the fair values of those assets, which are classified as Level 2 within the fair value hierarchy. No other material nonrecurring fair value measurements were required during the periods presented in these financial statements.

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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

Net gain (loss) on currency translation $ 61 $ 4 $ 65 $ (55) $ (5) $ (60)

Reclassification to earnings 4 6 10

Other comprehensive income (loss), net 65 10 75 (55) (5) (60)

Net gain (loss) on hedging instruments (11) 3 (8) 12 (3) 9

Reclassification to earnings1

(3) 1 (2) (4) 1 (3)

Other comprehensive income (loss), net (14) 4 (10) 8 (2) 6

Net actuarial gain (loss) and prior service cost 1 1

Reclassification to earnings2

1 1 1 1

Other comprehensive income (loss), net 1 1 2 2

Total other comprehensive income (loss), net $ 52 $ 14 $ 66 $ (45) $ (7) $ (52)

Nine Months Ended Nine Months Ended

January 31, 2024 January 31, 2025

(Dollars in millions) Pre-Tax Tax Net Pre-Tax Tax Net

Net gain (loss) on currency translation $ $ $ $ (126) $ (2) $ (128)

Reclassification to earnings 4 6 10

Other comprehensive income (loss), net 4 6 10 (126) (2) (128)

Net gain (loss) on hedging instruments 6 (1) 5 11 (3) 8

Reclassification to earnings1

(11) 3 (8) (7) 2 (5)

Other comprehensive income (loss), net (5) 2 (3) 4 (1) 3

Net actuarial gain (loss) and prior service cost 1 1

Reclassification to earnings2

5 (1) 4 2 2

Other comprehensive income (loss), net 5 (1) 4 3 3

Total other comprehensive income (loss), net $ 4 $ 7 $ 11 $ (119) $ (3) $ (122)

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 million during the third quarter of fiscal 2024.

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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 million impairment charge to write down the long-lived assets held for sale to their estimated fair value (net of selling costs). We estimated the fair value based on the expected proceeds from the transaction. The carrying amount of the assets held for sale as of January 31, 2025, was $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

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, Diplom tico, 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.

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

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 %)

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 %)

Total (4 %) 3 % 1 % 2 % 2 %

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 Diplom tico.

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 Diplom tico.

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 Diplom tico 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 T rkiye 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 Diplom tico.

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 %)

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 % % % %

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 T rkiye 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 T rkiye, 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 T rkiye.

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.

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 Diplom tico 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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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 %

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 %

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 %)

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 %

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 %)

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 %

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.

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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.

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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 or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

Exhibit Index

10.1 Agreement dated November 15, 2024, by and between Brown-Forman Corporation and Matias Bentel.*

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, 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.

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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.

(Registrant)

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)

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