BF-BBrown–Forman
- Employees
- 4,900
- Headquarters
- Louisville, KY
- CEO
- Lawson E. Whiting
- Next results
- around Dec 3, 2026
7 paragraphs in Risk Factors of the 10-K filed Jun 12, 2026 with nothing like them in the 10-K filed Jun 13, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Consumer staples companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
involve significant costs, management distraction, disruption to our business relationships, employee uncertainty, and litigation risk.
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Negative publicity or our inability or failure to recognize, respond to, and effectively manage the increased impact of social media could affect our business performance.
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There has been a marked increase in the use of social media platforms and websites, including blogs, chat and messaging platforms, video-sharing platforms, and other forms of Internet-based communications which allow individuals access to a broad audience. The rising popularity of social media and other consumer-oriented technologies has increased the speed and accessibility of information dissemination and given users the ability to more effectively organize collective actions such as boycotts and other brand-damaging behaviors. Many social media platforms immediately publish content, often without context, filters, or checks on accuracy. Consequently, companies may not be able to investigate or effectively respond to negative information or content disseminated in this manner, including fictitious media content (such as content produced by generative AI or bad actors). Adverse publicity or negative commentary on social media, whether accurate or not, particularly any that go “viral,” could cause consumers or other stakeholders to react by disparaging or avoiding our brands or company, which could materially negatively affect our financial results.
Social media is also increasingly used to compel companies to express public positions on issues and topics not directly related to their core business, which could prove controversial or divisive to consumers and result in lost sales or a misallocation of resources. In addition, laws and regulations, including FTC enforcement, are rapidly evolving to govern social media platforms and communications. A failure of us, our employees, or third parties acting at our direction or on our behalf, or others perceived to be associated with us, to abide by applicable laws and regulations regarding the use of social media, or to appropriately use social media, could adversely impact our reputation and our business, or subject us to penalties or litigation. Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about our brands, exposure of personally identifiable information, fraud, hoaxes, and malicious dissemination of false information.
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A downgrade or potential downgrade of our credit ratings could adversely impact our borrowing costs and access to credit and capital markets, which could negatively affect our financial condition.
Rating agencies routinely evaluate us, basing their ratings on a number of factors, including our cash-generating capability, levels of indebtedness, policies with respect to stockholder distributions, the impact of strategic transactions, and our financial strength generally, as well as factors beyond our control, such as the state of the economy and our industry. Any downgrade or announcement that we are under review for a potential downgrade of our credit ratings, as occurred in November, 2025, especially any downgrade to below investment grade, could increase our future borrowing costs, impair our ability to access the credit and capital markets, including the commercial paper market, on terms commercially acceptable to us or at all or result in a reduction in our liquidity, requiring us to rely on more expensive types of financing. Any such outcome could negatively affect our financial condition.
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side" framework (the package). The package modifies key aspects of Pillar Two, introducing safe harbors and largely exempting U.S.-headquartered companies from the application of certain aspects of the global minimum tax regime in recognition of existing U.S. minimum tax rules. These updated model rules must be incorporated into local tax legislation by implementing countries to become effective. The details of these minimum tax regimes are still being considered and could increase tax uncertainty in the short term. The ultimate enactment and interpretation of these evolving rules could adversely impact our financial results, cash flows, and results of operations in the future.
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New in the latest 10-Q
28 paragraphs in the 10-Q filed Sep 2, 2026 with nothing like them in the 10-Q filed Mar 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
Geographic Aggregations Aggregated markets as defined by the International Monetary Fund (IMF)
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2026 Form 10-K Annual Report on Form 10-K for the fiscal year ended April 30, 2026
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A&D Acquisitions and divestitures of certain brands, including agency brands, and other assets
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Financial statements and notes
Three Months Ended July 31, 2025 2026 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Cash flows from operating activities: Net income $ 170 $ 176 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 22 23 Stock-based compensation expense 4 4 Deferred income tax benefit (8) (9) Change in fair value of contingent consideration — 4 Other, net 3 3 Changes in assets and liabilities: Accounts receivable (13) 7 Inventories (61) (39) Other current assets 15 42 Accounts payable and accrued expenses (46) (82) Accrued income taxes 51 31 Other operating assets and liabilities 23 13 Cash provided by operating activities 160 173 Cash flows from investing activities: Additions to property, plant, and equipment (31) (12) Proceeds from sale of cooperage assets 33 — Other, net — (1) Cash provided by (used for) investing activities 2 (13) Cash flows from financing activities: Net change in short term borrowings (30) 289 Repayment of long-term debt — (343) Payments of withholding taxes related to stock-based awards (1) (3) Dividends paid (107) (106) Other, net — (1) Cash used for financing activities (138) (164) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 3 (3) Net increase (decrease) in cash, cash equivalents, and restricted cash 27 (7) Cash, cash equivalents, and restricted cash at beginning of period 463 327 Cash, cash equivalents, and restricted cash at end of period 490 320 Less: Restricted cash (included in other current assets) at end of period (19) (19) Cash and cash equivalents at end of period $ 471 $ 301 Supplemental information: Non-cash additions to property, plant and equipment $ 2 $ 4 Right-of-use assets obtained in exchange for new lease obligations $ 14 $ 5
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On January 13, 2025, our Board of Directors approved the restructuring initiative. The actions associated with the restructuring initiative were implemented in fiscal 2025 and substantially completed during fiscal 2026. We have now completed these actions and do not expect to incur any additional restructuring charges related to the restructuring initiative.
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Three Months Ended July 31, (Dollars in millions) 2025 2026 ────────────────────────────────────────────────────────────────────────────────────────── Restructuring charges: Severance and other employee-related costs $1 $ Other restructuring charges1 11 — Total restructuring and other charges $12 $
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There was no significant activity in our accrued restructuring costs relating to costs paid during the three months ended July 31, 2026. As of July 31, 2026, our accrued restructuring costs consisted of $ 1 million of severance and other employee-related costs and $ 8 million of other restructuring charges.
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We repaid the € 300 million principal amount of the 1.20 % senior notes on their maturity date of July 7, 2026.
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1See “Definitions” for definitions of geographic and brand aggregations for items presented here.
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1At April 30, 2026, includes £299 million, or approximately $404 million, of outstanding British pound-denominated debt and €115 million, or approximately $134 million, of outstanding euro-denominated debt designated as a net investment hedge. The euro-denominated debt matured in the first quarter of fiscal 2027 (refer to Note 7 ). At July 31, 2026, includes £299 million, or approximately $403 million, of outstanding British pound-denominated debt designated as a net investment hedge. This debt matures in fiscal 2029.
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2At July 31, 2026, we had outstanding cross-currency swaps with a total notional value of €300 million, or approximately $341 million, of which $131 million is designated as a hedge of a portion of our net investment in certain European operations. These derivative contracts mature in fiscal 2033.
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Summary of Operating Performance Three Months Ended July 31, (Dollars in millions) 2025 2026 Reported Change Organic Change1 Net sales $ 924 $ 911 (1 %) (1 Cost of sales 372 362 (2 %) (5 Gross profit 552 549 (1 %) 1 Advertising 120 114 (5 %) (4 SG&A 177 185 4 % 5 Restructuring and other charges 12 — (100 %) nm2 Other expense (income), net (17) (2) nm2 nm2 Total operating expenses3 292 297 2 % (1 Operating income 260 252 (3 %) 4 Non-operating postretirement expense $ 19 $ 1 nm2 Interest expense, net $ 21 $ 22 3 % As a percentage of net sales4 2025 2026 Reported Change Gross margin 59.8 % 60.2 % 0.4 pp Operating margin 28.2 % 27.7 % (0.5) pp Effective tax rate 22.5 % 23.0 % 0.5 pp 2025 2026 Reported Change Diluted earnings per share $ 0.36 $ 0.38 6 % Note: Totals may differ due to rounding
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• an estimated net decrease in distributor inventories reflecting prior-year distributor transitions; and
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• decreases of JDTB following the distributor inventory build ahead of the prior-year product launch.
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Rest of Emerging’s net sales increased 20%, driven by broad-based volume gains of JDTW and the continued international launch of JDTB, led by the United Arab Emirates.
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JDTA’s net sales declined 8%, driven by decreases in Brazil and lower volumes in Chile, partially due to an estimated net decrease in distributor inventories.
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Woodford Reserve’s net sales were flat, as higher net pricing was offset by an estimated net decrease in distributor inventories.
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Old Forester’s net sales increased 1%, driven by the United States, as favorable mix was partially offset by an estimated net decrease in distributor inventories.
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Rest of Whiskey’s net sales increased 33%, driven by the continued international launch of JDTB, led by Brazil, partially offset by an estimated net decrease in distributor inventories in the United States.
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• Volume increased 7%, driven by New Mix and the continued international launch of JDTB, partially offset by lower volumes of JD RTD/RTP and JDTH.
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See “Results of Operations - Market Highlights” and “Results of Operations - Brand Highlights” above for further details on the factors contributing to the change in reported net sales for the three months ended July 31, 2026.
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Cost of sales were $362 million, a decrease of $10 million, or 2%, driven by favorable cost/mix and the end of the Korbel relationship, partially offset by higher volumes, the negative effect of foreign exchange, and the impact of the JDCC transition.
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• Volume increased 7%, driven by New Mix and the continued international launch of JDTB, partially offset by lower volumes of JD RTD/RTP and JDTH.
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1Represents the percentage change after considering the impact of A&D and the JDCC transition.
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Operating margin decreased 0.5 percentage points to 27.7% from 28.2%, primarily due to higher operating expenses, partially offset by gross margin expansion.
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We anticipate the operating environment for fiscal 2027 to remain challenging, as macroeconomic pressures and geopolitical instability continue to negatively impact consumer behavior and beverage alcohol consumption, particularly within developed markets. We remain committed to building our business for the long term while focusing intensely on the variables within our control. We believe we will benefit in fiscal 2027 from our previously announced restructuring initiative and U.S. distributor changes, and continued new product innovation, such as the expansion of JDTB. Considering these factors, we expect the following in fiscal 2027.
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Item 6
10.1 Agreement dated June 3, 2026, by and between Brown-Forman Corporation and Crystal Peterson.*
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Exhibit Index 10.2 Yiannis Pafilis Employment Agreement, dated May 22, 2026, incorporated into this report by reference to Exhibit 10.2 of Brown-Forman Corporation’s Form 10-K for the fiscal year ended April 30, 2026, filed on June 12, 2026 (File No. 001-00123).*
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Sep 2, 2026 against Item 1A of the 10-K filed Jun 12, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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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 2026 Form 10-K, which could materially adversely affect our business, financial condition, or future results. There have been no material changes to the risk factors disclosed in our 2026 Form 10-K.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on BF-B in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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