United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, ~~2017~~2018



o	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

Brown-Forman Corporation

(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)

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filerþ	þ		Accelerated filero	¨
Non-accelerated filero ~~(Do~~	¨	(Do not check if a smaller reporting company)	Smaller reporting companyo	¨
			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 o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: February 28, ~~2017~~2018



Class A Common Stock ($.15 par value, voting)	~~169,051,360~~169,062,093
Class B Common Stock ($.15 par value, nonvoting)	~~214,849,206~~311,827,161



BROWN-FORMAN CORPORATION
Index to Quarterly Report Form 10-Q

		Page
PART I - FINANCIAL INFORMATION		3

Item 1.	Financial Statements (Unaudited)	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2019

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3334

Item 4.	Controls and Procedures	3334

PART II - OTHER INFORMATION		3436

Item 1.	Legal Proceedings	3436

Item 1A.	Risk Factors	3436

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3436

Item 3.	Defaults Upon Senior Securities	3436

Item 4.	Mine Safety Disclosures	3436

Item 5.	Other Information	3436

Item 6.	Exhibits	3536

SIGNATURES		3637

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

BROWN-FORMAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in millions, except per share amounts)


	Three Months Ended					Nine Months Ended					Three Months Ended						Nine Months Ended
	January 31,					January 31,					January 31,						January 31,
	2016		2017			2016		2017			2017			2018			2017			2018
Sales	$	1,083	$	1,059		$	3,078	$	2,969		$	1,059		$	1,156		$	2,969		$	3,251
Excise taxes	274		251			718		670			251			278			670			736
Net sales	809		808			2,360		2,299			808			878			2,299			2,515
Cost of sales	254		272			729		758			272			291			758			825
Gross profit	555		536			1,631		1,541			536			587			1,541			1,690
Advertising expenses	107		102			317		291			102			114			291			314
Selling, general, and administrative expenses	167		162			507		488			162			173			488			497
Other expense (income), net	3		(1		)	—		(16		)	(1		)	(4		)	(16		)	(15		)
Operating income	278		273			807		778			273			304			778			894
Interest income	—		1			1		2			1			2			2			4
Interest expense	12		16			34		44			16			17			44			49
Income before income taxes	266		258			774		736			258			289			736			849
Income taxes	76		76			229		212			76			99			212			242
Net income	$	190	$	182		$	545	$	524		$	182		$	190		$	524		$	607
Earnings per share:
Basic	$	0.47	$	0.47		$	1.33	$	1.35		$	0.38		$	0.39		$	1.08		$	1.26
Diluted	$	0.47	$	0.47		$	1.33	$	1.34		$	0.38		$	0.39		$	1.07		$	1.25
Cash dividends per common share:
Declared	$	0.3400	$	0.3650		$	0.6550	$	0.7050		$	0.292		$	1.316		$	0.564		$	1.608
Paid	$	0.1700	$	0.1825		$	0.4850	$	0.5225		$	0.146		$	0.158		$	0.418		$	0.450

See notes to the condensed consolidated financial statements.

BROWN-FORMAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in millions)


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	January 31,						January 31,						January 31,						January 31,
	2016			2017			2016			2017			2017			2018			2017			2018
Net income	$	190		$	182		$	545		$	524		$	182		$	190		$	524		$	607
Other comprehensive income (loss), net of tax:
Currency translation adjustments	(30		)	(25		)	(58		)	(110		)	(25		)	38			(110		)	47
Cash flow hedge adjustments	8			(7		)	20			14			(7		)	(32		)	14			(48		)
Postretirement benefits adjustments	5			6			15			13			6			3			13			9
Net other comprehensive income (loss)	(17		)	(26		)	(23		)	(83		)	(26		)	9			(83		)	8
Comprehensive income	$	173		$	156		$	522		$	441		$	156		199			$	441		$	615

See notes to the condensed consolidated financial statements.

BROWN-FORMAN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in millions)


	April 30, 2016			January 31, 2017			April 30, 2017			January 31, 2018
Assets
Cash and cash equivalents	$	263		$	197		$	182		$	287
Accounts receivable, less allowance for doubtful accounts of $9 and $9 at April 30 and January 31, respectively	559			611
Accounts receivable, less allowance for doubtful accounts of $7 at April 30 and January 31							557			725
Inventories:
Barreled whiskey	666			858			873			923
Finished goods	187			175			186			204
Work in process	116			116			119			122
Raw materials and supplies	85			89			92			94
Total inventories	1,054			1,238			1,270			1,343
Other current assets	357			331			342			286
Total current assets	2,233			2,377			2,351			2,641
Property, plant and equipment, net	629			669			713			766
Goodwill	590			746			753			768
Other intangible assets	595			636			641			680
Deferred tax assets	17			16			16			17
Other assets	119			156			151			170
Total assets	$	4,183		$	4,600		$	4,625		$	5,042
Liabilities
Accounts payable and accrued expenses	$	501		$	478		$	501		$	584
Dividends payable	—			70			—			557
Accrued income taxes	19			25			9			18
Short-term borrowings	271			308			211			327
Current portion of long-term debt	—			249			249			—
Total current liabilities	791			1,130			970			1,486
Long-term debt	1,230			1,669			1,689			1,770
Deferred tax liabilities	101			150			152			61
Accrued pension and other postretirement benefits	353			336			314			282
Other liabilities	146			131			130			242
Total liabilities	2,621			3,416			3,255			3,841
Commitments and contingencies
Stockholders’ Equity
Common stock:
Class A, voting, $0.15 par value	13			25
Class B, nonvoting, $0.15 par value	21			43
Class A, voting, $0.15 par value (170,000,000 shares authorized)							25			25
Class B, nonvoting, $0.15 par value (400,000,000 shares authorized)							43			47
Additional paid-in capital	114			74			65			7
Retained earnings	4,065			4,326			4,470			1,620
Accumulated other comprehensive income (loss), net of tax	(350		)	(433		)	(390		)	(382		)
Treasury stock, at cost (59,143,000 and 70,749,000 shares at April 30 and January 31, respectively)	(2,301		)	(2,851		)
Treasury stock, at cost (88,175,000 and 3,665,000 shares at April 30 and January 31, respectively)							(2,843		)	(116		)
Total stockholders’ equity	1,562			1,184			1,370			1,201
Total liabilities and stockholders’ equity	$	4,183		$	4,600		$	4,625		$	5,042

See notes to the condensed consolidated financial statements.

BROWN-FORMAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in millions)


	Nine Months Ended						Nine Months Ended
	January 31,						January 31,
	2016			2017			2017			2018
Cash flows from operating activities:
Net income	$	545		$	524		$	524		$	607
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization	40			42			42			48
Stock-based compensation expense	12			10			10			14
Deferred income taxes	12			(11		)	(11		)	(32		)
Changes in assets and liabilities, excluding the effects of acquisition of business	(161		)	(120		)	(120		)	(75		)
Cash provided by operating activities	448			445			445			562
Cash flows from investing activities:
Acquisition of business, net of cash acquired	—			(307		)	(307		)	—
Additions to property, plant, and equipment	(88		)	(71		)	(71		)	(100		)
Computer software expenditures	(2		)	(2		)	(2		)	(1		)
Cash used for investing activities	(90		)	(380		)	(380		)	(101		)
Cash flows from financing activities:
Net change in short-term borrowings	319			(24		)	(24		)	111
Repayment of long-term debt	(250		)	—			—			(250		)
Proceeds from long-term debt	490			717			717			—
Debt issuance costs	(5		)	(5		)	(5		)	—
Net payments related to exercise of stock-based awards	(8		)	(5		)	(5		)	(24		)
Excess tax benefits from stock-based awards	15			—
Acquisition of treasury stock	(762		)	(561		)	(561		)	(1		)
Dividends paid	(199		)	(203		)	(203		)	(216		)
Repayment of short-term obligation associated with acquisition of business (Note 14)	—			(30		)
Repayment of short-term obligation associated with acquisition of business							(30		)	—
Cash used for financing activities	(400		)	(111		)	(111		)	(380		)
Effect of exchange rate changes on cash and cash equivalents	(11		)	(20		)	(20		)	24
Net decrease in cash and cash equivalents	(53		)	(66		)
Net increase (decrease) in cash and cash equivalents							(66		)	105
Cash and cash equivalents, beginning of period	370			263			263			182
Cash and cash equivalents, end of period	$	317		$	197		$	197		$	287

See notes to the condensed consolidated financial statements.

BROWN-FORMAN CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In these notes, “we,” “us,” and “our” refer to Brown-Forman Corporation.

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). 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, ~~2016 (2016~~2017 (2017 Form 10-K). We prepared the accompanying financial statements on a basis that is substantially consistent with the accounting principles applied in our 2017 Form 10-K.

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 covered by this report.

~~We prepared~~The BenRiach acquisition occurred during the ~~accompanying financial statements on a basis that is substantially consistent with~~first fiscal quarter of 2017 and the ~~accounting principles applied in our 2016 Form 10-K, but made~~purchase price allocation was finalized as of June 1, 2017. There have been no material changes to the ~~following changes during fiscal 2017:~~purchase price allocation.

~~Effective beginning May 1, 2016, we changed our presentation of excise taxes from the gross method (included in sales and costs) to the net method (excluded from sales).~~ As a result, the amounts presented as “net sales” in our financial statements now exclude excise taxes. We believe the change in presentation to the net method is preferable because it is more representative of the internal financial information reviewed by management in assessing our performance and more consistent with the presentation used by our major competitors in their external financial statements. Prior period financial statements have been recast to conform to the new presentation.

We adopted new guidance related to certain aspects of the accounting for stock-based compensation, including the income tax consequences. Under the new guidance, we recognize all tax benefits related to stock-based compensation as an income tax benefit in our statement of operations, and include all income tax cash flows within operating activities in our statement of cash flows. Under the previous accounting guidance, we recognized some of those tax benefits (excess tax benefits) as additional paid-in capital and classified that amount as a financing activity in our statement of cash flows. We adopted these provisions of the new guidance on a prospective basis as of May 1, 2016. As a result, our net income and operating cash flows for the nine months ended January 31, 2017, include excess tax benefits of $4 million. Prior period financial statements have not been adjusted.

Also, under the new guidance, we recognize the excess tax benefits during the period in which the related awards vest or are exercised. Under the previous accounting guidance, we recognized those benefits during the period in which they reduced taxes payable. We adopted this provision of the new guidance on a modified retrospective basis with a cumulative-effect adjustment of $10 million to retained earnings as of May 1, 2016.

~~Also, as~~ discussed in Note ~~12,~~11, our ~~Class A and Class B~~shares of common ~~shares~~stock were split onduring February 2018 through the issuance of a ~~two-for-one basis during August 2016.~~stock dividend. As a result, all share and per share amounts reported in the accompanying financial statements and related notes are presented on a split-adjusted basis.

New accounting pronouncements to be adopted. ~~The~~In May 2014, the Financial Accounting Standards Board (FASB) ~~has~~ issued a new ~~accounting~~revenue recognition standard that, along with various amendments issued in 2015 and 2016, will replace substantially all existing revenue recognition guidance ~~on various topics that may impact our financial statements upon our adoption~~in U.S. GAAP. The core principle of the standard requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. The new ~~guidance.~~ standard also requires significantly more financial statement disclosures than existing revenue standards do.

The ~~following table shows~~new standard can be adopted using either of two transition options: a full retrospective transition method or a modified retrospective method. Under the ~~date by which we must adopt~~full retrospective method, the guidance would be applied to each prior reporting period presented. Under the modified retrospective method, the cumulative effect of initially applying the new guidance would be recorded as an adjustment to the opening balance of retained earnings for ~~each topic and~~ the ~~permitted method(s)~~annual reporting period that includes the date of ~~adoption:~~initial application.



~~Topic~~	~~Date~~	~~Method(s)~~

~~Revenue from contracts with customers~~	~~May 1, 2018~~	~~Retrospective or modified retrospective~~
~~Classification of certain cash receipts and cash payments on statement of cash flows~~	~~May 1, 2018~~	~~Retrospective~~
~~Income tax consequences of intra-entity transfers of assets other than inventory~~	~~May 1, 2018~~	~~Modified retrospective~~
~~Leases~~	~~May 1, 2019~~	~~Modified retrospective~~
~~Credit losses~~	~~May 1, 2020~~	~~Modified retrospective~~

We are ~~currently evaluating~~continuing to assess the potential impact of the new guidance on our financial statements. ~~While~~Based on our assessment to date, we currently expect our accounting for certain customer incentives to be the area most likely affected by the new recognition requirements. We also expect to disclose additional information about revenues under the new standard. As we progress in our assessment, we are also identifying and preparing to make any changes to our accounting policies and practices, systems, processes, and controls that may be required to implement the new standard. We currently expect to choose the modified retrospective method in transitioning to the new standard, which we will adopt effective May 1, 2018.

We are also currently evaluating the potential impact on our financial statements of the additional new accounting pronouncements described below:

In February 2016, the FASB issued a new standard on accounting for leases. Under the new standard, a lessee should recognize on its balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. The standard permits an entity to make an accounting policy election not to recognize lease assets and liabilities for leases with a term of 12 months or less. The standard, which also requires additional quantitative and qualitative disclosures about leasing arrangements, will become effective for us beginning fiscal 2020. It is to be applied using a modified retrospective transition approach for leases existing at the beginning of the earliest comparative period presented in the adoption-period financial statements.

In August 2016, the FASB issued new guidance on the classification of certain cash receipts and cash payments on the statement of cash flows. The new guidance, which addresses eight specific cash flow classification issues, is intended

to reduce diversity in practice. It will become effective for us beginning fiscal 2019 and is to be applied retrospectively.

In October 2016, the FASB issued revised guidance that requires the recognition of the income tax consequences (expense or benefit) of an intercompany transfer of assets other than inventory when the transfer occurs. It maintains the existing requirement to defer the recognition of the income tax consequences of an intercompany transfer of inventory until the inventory is sold to an outside party. The guidance will become effective for us beginning fiscal 2019 and is to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.

In January 2017, the FASB issued updated guidance that eliminates the second step of the existing two-step quantitative test of goodwill for impairment. Under the new guidance, the quantitative test will consist of a single step in which the carrying amount of the reporting unit will be compared to its fair value. An impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the amount of the impairment would be limited to the total amount of goodwill allocated to the reporting unit. The guidance does not affect the existing option to perform the qualitative assessment for a reporting unit to determine whether the quantitative impairment test is necessary. Although adoption is not required until fiscal 2021, we currently expect to adopt the new standard, prospectively, beginning in fiscal 2019.

In March 2017, the FASB issued new guidance for the presentation of the net periodic cost (NPC) associated with pension and other postretirement benefit plans. The guidance requires the service cost component of the NPC to be reported in the income statement in the same line item(s) as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of the NPC are to be presented separately from the service cost and outside of income from operations. In addition, the guidance allows only the service cost component of NPC to be eligible for capitalization when applicable. The guidance will become effective for us beginning fiscal 2019. It is to be applied retrospectively for the presentation in the income statement and prospectively, on and after the effective date, for the capitalization of service cost.

In August 2017, the FASB issued updated guidance on hedge accounting. The guidance expands hedge accounting for financial and nonfinancial risk components, eliminates the requirement to separately measure and report hedge ineffectiveness, simplifies the way assessments of hedge effectiveness may be performed, and amends some presentation and disclosure requirements for hedges. The guidance will become effective for us beginning fiscal 2020. It is to be applied using a modified retrospective transition approach for cash flow and net investment hedges existing at the date of adoption. The amended presentation and disclosure guidance is required only prospectively. Although we have not yet determined our plans for adoption, we are considering the possibility of adopting this new guidance before the required adoption date.

In February 2018, the FASB issued guidance that would allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted by the U.S. government in December 2017. The guidance will become effective for us beginning fiscal 2020. It is to be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized.

Early adoption of any of the new accounting pronouncements described above is permitted. However, except as noted above, we do not currently expect to adopt ~~any of~~ the new ~~guidance prior to the required adoption date.~~pronouncements before their effective dates.

2. Inventories

Inventories are valued at the lower of cost or market. Some of our consolidated inventories are valued using the last-in, first-out (LIFO) method, which we use for the majority of our U.S. inventories. If the LIFO method had not been used, inventories at current cost would have been $~~248~~272 million higher than reported as of April 30, ~~2016~~2017, and ~~$264~~$293 million higher than reported as of January 31, ~~2017~~2018. Changes in the LIFO valuation reserve for interim periods are based on a proportionate allocation of the estimated change for the entire fiscal year.

3. Income Taxes

Our consolidated interim effective tax rate is based upon our expected annual operating income, statutory tax rates, and income tax laws in the various jurisdictions in which we operate. Significant or unusual items, including adjustments to accruals for tax uncertainties, are recognized in the quarter in which the related event or a change in judgment occurs. The effective tax rate of ~~28.7%~~28.5% for the nine months ended January 31, ~~2017,~~2018, is ~~based on an~~higher than the expected tax rate of ~~31.0%~~26.1% on ordinary income for the full fiscal year, ~~as adjusted for~~primarily due to (a) the ~~recognition~~net impact of ~~a net~~the Tax Cuts and Jobs Act (discussed below) and (b) true-ups related to

our recently-filed U.S. Federal income tax ~~benefit~~return, partially offset by (c) the excess tax benefits related to ~~discrete items arising during~~stock-based compensation and (d) a reduction in U.S. tax recorded in the ~~period and interest~~first quarter of fiscal 2018 for certain prior years on ~~previously provided~~foreign exchange gains in non-U.S. entities due to a change in method of accounting for U.S. tax ~~contingencies.~~purposes. Our expected tax rate includes current fiscal year additions for existing tax contingency items.

~~As discussed in Note 1, we adopted new accounting guidance for stock-based compensation, including~~On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax ~~consequences.~~by, among other things, lowering U.S. corporate income tax rates and implementing a territorial tax system. As ~~a result, our effective~~we have an April 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of 30.4% for our fiscal year ending April 30, 2018, and 21% for subsequent fiscal years. During the ~~nine months~~quarter ended January 31, ~~2017, reflects~~2018, the impact of $4the lower tax rate resulted in a tax benefit of approximately $20 million for the three and nine months then ended. With the enactment of the Tax Act, we are evaluating our global working capital requirements and may change our current permanent reinvestment assertion in future periods.

There are also certain transitional impacts of the Tax Act. As part of the transition to the new territorial tax ~~benefits~~system, the Tax Act imposes a one-time repatriation tax on deemed repatriation of historical earnings of foreign subsidiaries. In addition, the reduction of the U.S. corporate tax rate required us to adjust our U.S. deferred tax assets and liabilities to the lower federal base rate of 21%. These transitional impacts resulted in a provisional net charge of $43 million for the quarter ended January 31, 2018, comprised of a provisional repatriation U.S. tax charge of $91 million and a provisional net deferred tax benefit of $48 million.

The Tax Act also established new tax laws that may impact our financial statements beginning in fiscal 2019. These new laws include, but are not limited to (a) Global Intangible Low-Tax Income (“GILTI”), a new tax on low tax foreign jurisdictions, (b) Base Erosion Anti-abuse Tax (“BEAT”), a new minimum tax, (c) repeal of the domestic production activity deduction, and (d) limitations on certain executive compensation.

The changes included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may differ from the above estimates, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to ~~stock-based compensation that we recognized as discrete items during~~ the ~~period.~~Tax Act, or any updates or changes to estimates the company has utilized to calculate the transition impacts, including impacts from changes to current year earnings estimates and foreign exchange rates of foreign subsidiaries.

Shortly after the Tax Act was enacted, the U.S. Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118). Under SAB 118, companies are provided a measurement period, not to extend beyond one year since the date of enactment. To the extent a company’s accounting for certain income tax effects are incomplete, the company may determine a reasonable estimate and record a provisional amount within the first reporting period in which a reasonable estimate can be determined.

4. 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).

The following table presents information concerning basic and diluted earnings per share:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	January 31,				January 31,				January 31,				January 31,
(Dollars in millions, except per share amounts)	2016		2017		2016		2017		2017		2018		2017		2018
Net income available to common stockholders	$	190	$	182	$	545	$	524	$	182	$	190	$	524	$	607

Share data (in thousands):
Basic average common shares outstanding	402,365		384,520		408,483		388,884		480,650		480,361		486,105		480,193
Dilutive effect of stock-based awards	2,416		2,646		2,668		2,812		3,308		3,883		3,515		3,318
Diluted average common shares outstanding	404,781		387,166		411,151		391,696		483,958		484,244		489,620		483,511

Basic earnings per share	$	0.47	$	0.47	$	1.33	$	1.35	$	0.38	$	0.39	$	1.08	$	1.26
Diluted earnings per share	$	0.47	$	0.47	$	1.33	$	1.34	$	0.38	$	0.39	$	1.07	$	1.25

We excluded common stock-based awards for approximately ~~750,000~~2,789,000 shares and ~~2,231,000~~0 shares from the calculation of diluted earnings per share for the three months ended January 31, ~~2016~~2017 and ~~2017,~~2018, respectively. We excluded common stock-based awards for approximately ~~956,000~~2,225,000 shares and ~~1,780,000~~1,073,000 shares from the calculation of diluted earnings per share for the nine months ended January 31, ~~2016~~2017 and ~~2017,~~2018, respectively. We excluded those awards because they were not dilutive for those periods under the treasury stock method.

5. Commitments and 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 are recorded as of January 31, ~~2017.~~2018.

We have guaranteed the repayment by a third-party importer of its obligation under a bank credit facility that it uses in connection with its importation of our products in Russia. If the importer were to default on that obligation, which we believe is unlikely, our maximum possible exposure under the existing terms of the guaranty would be approximately ~~$23~~$12 million (subject to changes in foreign currency exchange rates). Both the fair value and carrying amount of the guaranty are insignificant.

As of January 31, ~~2017,~~2018, our actual exposure under the guaranty of the importer’s obligation is approximately $8$6 million. ~~We also have accounts receivable from that importer of approximately $10 million at January 31, 2017, which we expect to collect in full.~~

Based on the financial support we provide to the importer, we believe it meets the definition of a variable interest entity. However, because we do not control this entity, it is not included in our consolidated financial statements.

6. Debt

Our long-term debt (net of unamortized discount and issuance costs) consists of:

(Principal and carrying amounts in millions) April 30,
2016 January 31,
2017
1.00% notes, $250 principal amount, due January 15, 2018 $ 249
$ 249
2.25% notes, $250 principal amount, due January 15, 2023 248
248
1.20% notes, €300 principal amount, due July 7, 2026 —
318
2.60% notes, £300 principal amount, due July 7, 2028 —
369
3.75% notes, $250 principal amount, due January 15, 2043 248
248
4.50% notes, $500 principal amount, due July 15, 2045 485
486
1,230
1,918
Less current portion —
249
$ 1,230
$ 1,669



(Principal and carrying amounts in millions)	April 30, 2017		January 31, 2018
1.00% senior notes, $250 principal amount, due January 15, 2018	$	249	$	—
2.25% senior notes, $250 principal amount, due January 15, 2023	248		248
1.20% senior notes, €300 principal amount, due July 7, 2026	324		369
2.60% senior notes, £300 principal amount, due July 7, 2028	383		419
3.75% senior notes, $250 principal amount, due January 15, 2043	248		248
4.50% senior notes, $500 principal amount, due July 15, 2045	486		486
	1,938		1,770
Less current portion	249		—
	$	1,689	$	1,770

We ~~issued senior, unsecured notes with an aggregate~~repaid the $250 million principal amount of ~~300 million euros in July 2016. Interest~~1.00% notes on ~~these notes will accrue at a rate of 1.20% and be paid annually. As~~their maturity date of January ~~31, 2017, the carrying amount of these notes was $318 million ($321 million principal, less unamortized discounts and issuance costs). These notes are due on July 7, 2026.~~

In addition, we issued senior, unsecured notes with an aggregate principal amount of 300 million British pounds in July 2016. Interest on these notes will accrue at a rate of 2.60% and be paid annually. As of January 31, 2017, the carrying amount of these notes was $369 million ($375 million principal, less unamortized discounts and issuance costs). These notes are due on July 7, 2028.15, 2018.

As of April 30, ~~2016,~~2017, our short-term borrowings of ~~$271~~$211 million included ~~$269~~$208 million of commercial paper, with an average interest rate of ~~0.53%~~1.04% and a remaining maturity of 2622 days. As of January 31, ~~2017,~~2018, our short-term borrowings of ~~$308~~$327 million included ~~$307~~$320 million of commercial paper, with an average interest rate of ~~0.89%~~1.62% and a remaining maturity of 1221 days.

7. Pension and Other Postretirement Benefits

The following table shows the components of the pension and other postretirement benefit cost recognized for our U.S. benefit plans. Information about similar international plans is not presented due to immateriality.


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	January 31,						January 31,						January 31,						January 31,
(Dollars in millions)	2016			2017			2016			2017			2017			2018			2017			2018
Pension Benefits:
Service cost	$	6		$	6		$	19		$	19		$	6		$	6		$	19		$	18
Interest cost	9			9			26			26			9			7			26			22
Expected return on plan assets	(10		)	(10		)	(30		)	(31		)	(10		)	(10		)	(31		)	(31		)
Amortization of:
Prior service cost (credit)	—			—			1			1			—			—			1			—
Net actuarial loss	7			6			21			19			6			6			19			16
Settlement loss	$	—		$	1		$	—		$	1		1			—			1			—
Net cost	$	12		$	12		$	37		$	35		$	12		$	9		$	35		$	25

Other Postretirement Benefits:
Service cost	$	—		$	—		$	1		$	1		$	—		$	—		$	1		$	1
Interest cost	1			1			2			2			1			1			2			1
Amortization of:
Prior service cost (credit)	(1		)	(1		)	(2		)	(2		)
Net actuarial loss	—			—			1			—
Amortization of prior service cost (credit)													(1		)	(1		)	(2		)	(2		)
Net cost	$	—		$	—		$	2		$	1		$	—		$	—		$	1		$	—

We have increased the amount we plan to contribute to our pension plans during fiscal 2018 to approximately $155 million.

8. Fair Value Measurements

The following table summarizes the assets and liabilities measured or disclosed at fair value on a recurring basis:



	April 30, 2017				January 31, 2018
	Carrying		Fair		Carrying		Fair
(Dollars in millions)	Amount		Value		Amount		Value
Assets:
Cash and cash equivalents	$	182	$	182	$	287	$	287
Currency derivatives	25		25		2		2
Liabilities:
Currency derivatives	10		10		69		69
Short-term borrowings	211		211		327		327
Current portion of long-term debt	249		249		—		—
Long-term debt	1,689		1,752		1,770		1,840

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 upon 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 that are supported by little or no market activity.

~~The following table summarizes the assets and liabilities measured or disclosed at fair value on a recurring basis:~~

(Dollars in millions) Level 1
Level 2
Level 3
Total
April 30, 2016:
Assets:
Currency derivatives $ —
$ 19
$ —
$ 19
Liabilities:
Currency derivatives —
10
—
10
Short-term borrowings —
271
—
271
Long-term debt —
1,293
—
1,293
January 31, 2017:
Assets:
Currency derivatives —
42
—
42
Liabilities:
Currency derivatives —
11
—
11
Short-term borrowings —
308
—
308
Current portion of long-term debt —
249
—
249
Long-term debt —
1,686
—
1,686

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 transactions, include the applicable ~~exchange~~spot rates, forward rates, and discount rates. The discount rates are based on the historical U.S. Treasury rates. These fair value measurements are categorized as Level 2 within the valuation hierarchy.

~~The fair value of short-term borrowings approximates their carrying amount.~~ We determine the fair value of long-term debt primarily based on the prices at which 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 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). No material nonrecurring fair value measurements were required during the periods presented in these financial statements.

9.~~Fair Value of Financial Instruments~~

The fair value 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 currency derivatives and long-term debt as discussed in Note 8.

~~Below is a comparison of the fair values and carrying amounts of these instruments:~~

April 30, 2016 January 31, 2017
Carrying Fair Carrying Fair
(Dollars in millions) Amount Value Amount Value
Assets:
Cash and cash equivalents $ 263
$ 263
$ 197
$ 197
Currency derivatives 19
19
42
42
Liabilities:
Currency derivatives 10
10
11
11
Short-term borrowings 271
271
308
308
Current portion of long-term debt —
—
249
249
Long-term debt 1,230
1,293
1,669
1,686

~~10.~~ Derivative Financial Instruments and Hedging Activities

Our multinational business exposes us to global market risks, including the effect of fluctuations in 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.

We use currency derivative contracts to limit our exposure to the currency exchange 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 three years). We record all changes in the fair value of cash flow hedges (except any ineffective portion) in accumulated other comprehensive income (AOCI) until the underlying hedged transaction occurs, at which time we reclassify that amount into earnings. We assess the effectiveness of these hedges based on changes in forward exchange rates. The ineffective portion

of the changes in fair value of our hedges (recognized immediately in earnings) during the periods presented in this report was not material.

We had outstanding currency derivatives, related primarily to our euro, British pound, and Australian dollar exposures, with notional amounts totaling ~~$1,265~~$1,188 million at April 30, ~~2016~~2017 and ~~$1,122~~$1,100 million at January 31, ~~2017~~.2018.

During ~~the nine months ended January 31,~~fiscal 2017, we ~~used~~designated some currency derivative forward contracts and foreign currency-denominated long-term debt as after-tax net investment hedges of our investments in certain foreign subsidiaries. During fiscal 2018, we have continued to designate some foreign currency-denominated debt for that purpose. 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. As of January 31, ~~2017, $520~~2018, $649 million of our foreign currency-denominated debt was designated as a net investment hedge. Our net investment hedges are intended to mitigate foreign exchange exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against changes in foreign exchange rates. There was no ineffectiveness related to our net investment hedges ~~during~~in any of the periods ~~presented in this report.~~presented.

We do not designate some of our currency derivatives and foreign currency-denominated debt as hedges because we use them to at least partially offset the immediate earnings impact of changes in foreign exchange rates on existing assets or liabilities. We immediately recognize the change in fair value of these instruments in earnings.

We use forward purchase contracts with suppliers to protect against corn price volatility. We expect to physically take 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.

During May 2015, we entered into interest rate derivative contracts (U.S. Treasury lock agreements) to manage the interest rate risk related to the anticipated issuance of fixed-rate senior, unsecured notes. We designated the contracts as cash flow hedges of the future interest payments associated with the anticipated notes. Upon issuance in June 2015 of an aggregate principal amount of $500 million of the 4.50% notes, due July 15, 2045, we settled the contracts for a gain of $8 million. The entire gain was recorded to AOCI and will be amortized as a reduction of interest expense over the life of the notes.

The following tables present 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							Three Months Ended
		January 31,							January 31,
(Dollars in millions)	Classification	2016			2017			Classification	2017			2018
Derivative Instruments
Currency derivatives designated as cash flow hedges:
Net gain (loss) recognized in AOCI	n/a	$	29		$	5		n/a	$	5		$	(51	)
Net gain (loss) reclassified from AOCI into income	Net sales	17			15
Interest rate derivatives designated as cash flow hedges:
Net gain (loss) recognized in AOCI	n/a	—			—
Currency derivatives designated as net investment hedge:
Net gain (loss) recognized in AOCI	n/a	—			—
Net gain (loss) reclassified from AOCI into earnings								Sales	15			(1		)
Currency derivatives not designated as hedging instruments:
Net gain (loss) recognized in income	Net sales	5			—
Net gain (loss) recognized in income	Other income	(2		)	(5		)
Net gain (loss) recognized in earnings								Sales	—			(5		)
Net gain (loss) recognized in earnings								Other income	(5		)	3
Non-Derivative Hedging Instruments
Foreign currency-denominated debt designated as net investment hedge:
Net gain (loss) recognized in AOCI	n/a	—			(5		)	n/a	(5		)	(42		)
Foreign currency-denominated debt not designated as hedging instrument:
Net gain (loss) recognized in income	Other income	—			4
Net gain (loss) recognized in earnings								Other income	4			(9		)

		Nine Months Ended							Nine Months Ended
		January 31,							January 31,
(Dollars in millions)	Classification	2016			2017			Classification	2017			2018
Derivative Instruments
Currency derivatives designated as cash flow hedges:
Net gain (loss) recognized in AOCI	n/a	$	66		$	57		n/a	$	57		$	(80	)
Net gain (loss) reclassified from AOCI into income	Net sales	46			34
Interest rate derivatives designated as cash flow hedges:
Net gain (loss) recognized in AOCI	n/a	8			—
Net gain (loss) reclassified from AOCI into earnings								Sales	34			(4		)
Currency derivatives designated as net investment hedge:
Net gain (loss) recognized in AOCI	n/a	—			8			n/a	8			—
Currency derivatives not designated as hedging instruments:
Net gain (loss) recognized in income	Net sales	9			3
Net gain (loss) recognized in income	Other income	2			(13		)
Net gain (loss) recognized in earnings								Sales	3			(8		)
Net gain (loss) recognized in earnings								Other income	(13		)	8
Non-Derivative Hedging Instruments
Foreign currency-denominated debt designated as net investment hedge:
Net gain (loss) recognized in AOCI	n/a	—			19			n/a	19			(57		)
Foreign currency-denominated debt not designated as hedging instrument:
Net gain (loss) recognized in income	Other income	—			6
Net gain (loss) recognized in earnings								Other income	6			(24		)

We expect to reclassify ~~$23~~$34 million of deferred net ~~gains~~losses on cash flow hedges recorded in AOCI as of January 31, ~~2017,~~2018, 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. As of January 31, ~~2017,~~2018, the maximum term of our outstanding derivative contracts was 36 months.

The following table presents the fair values of our derivative instruments:


(Dollars in millions)	Classification	Fair value of derivatives in a gain position		Fair value of derivatives in a loss position			Classification	Fair value of derivatives in a gain position		Fair value of derivatives in a loss position
April 30, 2016:
April 30, 2017:
Designated as cash flow hedges:
Currency derivatives	Other current assets	$	23	$	(2	)	Other current assets	$	21	$	(2	)
Currency derivatives	Other assets	3		(2		)	Other assets	9		(4		)
Currency derivatives	Accrued expenses	4		(8		)	Accrued expenses	2		(8		)
Currency derivatives	Other liabilities	3		(9		)	Other liabilities	1		(4		)
Not designated as hedges:
Currency derivatives	Other current assets	1		(4		)	Other current assets	2		(1		)
January 31, 2017:
Currency derivatives							Accrued expenses	—		(1		)
January 31, 2018:
Designated as cash flow hedges:
Currency derivatives	Other current assets	30		(3		)	Other current assets	—		—
Currency derivatives	Other assets	19		(4		)	Other assets	—		—
Currency derivatives	Accrued expenses	2		(6		)	Accrued expenses	4		(40		)
Currency derivatives	Other liabilities	1		(2		)	Other liabilities	1		(34		)
Not designated as hedges:
Currency derivatives	Accrued expenses	—		(6		)	Other current assets	3		(1		)
Currency derivatives							Accrued expenses	—		—

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 that are subject to net settlement agreements are presented in our balance sheets on a net basis.

In our statement 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 earned 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 are regularly monitored, 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.

Some of 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 payment or collateralization for derivative instruments in net liability positions. The aggregate fair value of all derivatives with creditworthiness requirements that were in a net liability position was $89 million at April 30, ~~2016~~2017 and ~~$10~~$67 million at January 31, ~~2017~~2018.

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 (i.e., those with a remaining term of 12 months or less) with the same counterparty on a net basis in the balance sheet. Similarly, we present the fair values of noncurrent derivatives with the same counterparty on a net basis. Current derivatives are not netted with noncurrent derivatives in the balance sheet.

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			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, 2016:
April 30, 2017:
Derivative assets	$	34		$	(15	)	$	19		$	(6	)	$	13		$	35		$	(10	)	$	25		$	(1	)	$	24
Derivative liabilities	(25		)	15			(10		)	6			(4		)	(20		)	10			(10		)	1			(9		)
January 31, 2017:
January 31, 2018:
Derivative assets	52			(10		)	42			(1		)	41			8			(6		)	2			(2		)	—
Derivative liabilities	(21		)	10			(11		)	1			(10		)	(75		)	6			(69		)	2			(67		)

No cash collateral was received or pledged related to our derivative contracts as of April 30, ~~2016 and~~2017 or January 31, ~~2017~~2018.

~~11.~~10. Goodwill and Other Intangible Assets

The following table summarizes the changes in goodwill and other intangible assets during the nine months ended January 31, ~~2017:~~2018:

(Dollars in millions) Goodwill
Other Intangible Assets
Balance at April 30, 2016 $ 590
$ 595
Acquisitions (Note 14) 182
65
Foreign currency translation adjustment (26 ) (24 )
Balance at January 31, 2017 $ 746
$ 636



(Dollars in millions)	Goodwill		Other Intangible Assets
Balance at April 30, 2017	$	753	$	641
Foreign currency translation adjustment	15		39
Balance at January 31, 2018	$	768	$	680

Our other intangible assets consist of trademarks and brand names, all with indefinite useful lives.

~~12.~~11. Stockholders’ Equity

The following table summarizes the changes in stockholders’ equity during the nine months ended January 31, ~~2017:~~2018:


(Dollars in millions)	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital			Retained Earnings			AOCI			Treasury Stock			Total			Class A Common Stock		Class B Common Stock			Additional Paid-in Capital			Retained Earnings			AOCI			Treasury Stock			Total
Balance at April 30, 2016	$	13	$	21	$	114		$	4,065		$	(350	)	$	(2,301	)	$	1,562
Cumulative effect of change in accounting principle (Note 1)								10									10
Balance at April 30, 2017																				$	25	$	43		$	65		$	4,470		$	(390	)	$	(2,843	)	$	1,370
Retirement of treasury stock																						(10		)	(8		)	(2,684		)				2,702			—
Net income								524									524											607									607
Net other comprehensive income (loss)											(83		)				(83		)												8						8
Cash dividends								(273		)							(273		)									(773		)							(773		)
Acquisition of treasury stock														(561		)	(561		)															(1		)	(1		)
Stock-based compensation expense					10												10								14												14
Stock issued under compensation plans														11			11																	26			26
Loss on issuance of treasury stock issued under compensation plans					(16		)										(16		)						(50		)										(50		)
Stock split	12		22		(34		)										—			—		14			(14		)										—
Balance at January 31, 2017	$	25	$	43	$	74		$	4,326		$	(433	)	$	(2,851	)	$	1,184
Balance at January 31, 2018																				$	25	$	47		$	7		$	1,620		$	(382	)	$	(116	)	$	1,201

Common Stock. On May 24, 2017, we retired 67,000,000 shares of Class B common stock previously held as treasury shares. This retirement reduced the number of issued shares of Class B common stock by that same amount.

~~Stock split.~~On ~~May 26, 2016,~~January 23, 2018, our Board of Directors approved a ~~two-for-one~~ stock split, ~~for our~~effected in the form of a stock dividend. For every four shares of either Class A ~~and~~or Class B common stock ~~subject to stockholder approval~~held, shareholders of ~~an amendment to our Restated Certificate~~record as of ~~Incorporation. The amendment, which was approved by stockholders~~the close of business on July 28, 2016, increased the number of authorized shares of Class A common stock from 85,000,000 to 170,000,000. The amendment did not change the number of authorized Class B common shares, which remains at 400,000,000.

~~The stock split, which was effected as a stock dividend, resulted in the issuance of~~February 7, 2018, received one ~~new share of Class A common stock for each share of Class A common stock outstanding and one new~~ share of Class B common stock, with any fractional shares payable in cash. The additional shares and cash for ~~each share~~fractional shares were distributed to stockholders on February 28, 2018.

The following table shows the effects of ~~Class B common~~the treasury stock ~~outstanding. The~~retirement and stock split ~~was also applied to our treasury shares. Thus,~~(as if the ~~stock split increased~~additional shares issued thereunder were issued on January 31, 2018) on the number of ~~Class A shares~~ issued from 85,000,000 to 170,000,000, and increased the number of Class B shares issued from 142,313,000 to 284,626,000. The new shares were distributed on August 18, 2016, to shareholders of record as of August 8, 2016.common shares:



	Issued Common Shares
(Shares in thousands)	Class A	Class B		Total
Balance at April 30, 2017	170,000	284,627		454,627
Retirement of treasury stock	—	(67,000	)	(67,000	)
Stock split	—	96,905		96,905
Balance at January 31, 2018	170,000	314,532		484,532

~~As a result of~~Except for the ~~stock split, we reclassified approximately $34 million from additional paid-in capital to common stock during the quarter ended July 31, 2016. The $34 million represents the $0.15 par value per~~pre-split share ~~of the new shares issued~~balances and activity included in the ~~stock split.~~

~~All~~above table, all share and per share amounts reported in ~~the accompanying~~these financial statements and related notes are presented on a split-adjusted basis.

Dividends. The following table summarizes the cash dividends declared per share on our Class A and Class B common stock during the nine months ended January 31, ~~2017:~~2018:



Declaration Date	Record Date	Payable Date	Amount per Share
May ~~26, 2016~~24, 2017	June ~~6, 2016~~5, 2017	July ~~1, 2016~~	~~$0.1700~~
~~July 28, 2016~~	~~September 1, 2016~~	~~October 3, 2016~~	~~$0.1700~~
~~November 17, 2016~~	~~December 2, 2016~~	~~January~~ 3, 2017	$~~0.1825~~0.1460
July 27, 2017	September 7, 2017	October 2, 2017	$0.1460
November 16, 2017	December 7, 2017	January 2, 2018	$0.1580
January ~~24, 2017~~23, 2018	March ~~6, 2017~~5, 2018	April ~~3, 2017~~2, 2018	$~~0.1825~~0.1580
January 23, 2018	April 2, 2018	April 23, 2018	$1.0000

Accumulated Other Comprehensive Income. The following table summarizes the changes in each component of AOCI, net of tax, during the nine months ended January 31, ~~2017:~~2018:


(Dollars in millions)	Currency Translation Adjustments			Cash Flow Hedge Adjustments		Postretirement Benefits Adjustments			Total AOCI			Currency Translation Adjustments			Cash Flow Hedge Adjustments			Postretirement Benefits Adjustments			Total AOCI
Balance at April 30, 2016	$	(131	)	$	11	$	(230	)	$	(350	)
Balance at April 30, 2017												$	(204	)	$	11		$	(197	)	$	(390	)
Net other comprehensive income (loss)	(110		)	14		13			(83		)	47			(48		)	9			8
Balance at January 31, 2017	$	(241	)	$	25	$	(217	)	$	(433	)
Balance at January 31, 2018												$	(157	)	$	(37	)	$	(188	)	$	(382	)

~~13.~~12. Other Comprehensive Income

The following tables present the components of net other comprehensive income (loss):


	Three Months Ended									Three Months Ended									Three Months Ended									Three Months Ended
	January 31, 2016									January 31, 2017									January 31, 2017									January 31, 2018
(Dollars in millions)	Pre-Tax			Tax			Net			Pre-Tax			Tax			Net			Pre-Tax			Tax			Net			Pre-Tax			Tax			Net
Currency translation adjustments:
Net gain (loss) on currency translation	$	(30	)	$	—		$	(30	)	$	(27	)	$	2		$	(25	)	$	(27	)	$	2		$	(25	)	$	24		$	14		$	38
Reclassification to earnings	—			—			—			—			—			—			—			—			—			—			—			—
Other comprehensive income (loss), net	(30		)	—			(30		)	(27		)	2			(25		)	(27		)	2			(25		)	24			14			38
Cash flow hedge adjustments:
Net gain (loss) on hedging instruments	29			(11		)	18			5			(3		)	2			5			(3		)	2			(51		)	18			(33		)
Reclassification to earnings¹	(17		)	7			(10		)	(15		)	6			(9		)	(15		)	6			(9		)	1			—			1
Other comprehensive income (loss), net	12			(4		)	8			(10		)	3			(7		)	(10		)	3			(7		)	(50		)	18			(32		)
Postretirement benefits adjustments:
Net actuarial gain (loss) and prior service cost	—			—			—			2			(1		)	1			2			(1		)	1			—			—			—
Reclassification to earnings²	7			(2		)	5			7			(2		)	5			7			(2		)	5			5			(2		)	3
Other comprehensive income (loss), net	7			(2		)	5			9			(3		)	6			9			(3		)	6			5			(2		)	3

Total other comprehensive income (loss), net	$	(11	)	$	(6	)	$	(17	)	$	(28	)	$	2		$	(26	)	$	(28	)	$	2		$	(26	)	$	(21	)	$	30		$	9


	Nine Months Ended									Nine Months Ended									Nine Months Ended									Nine Months Ended
	January 31, 2016									January 31, 2017									January 31, 2017									January 31, 2018
(Dollars in millions)	Pre-Tax			Tax			Net			Pre-Tax			Tax			Net			Pre-Tax			Tax			Net			Pre-Tax			Tax			Net
Currency translation adjustments:
Net gain (loss) on currency translation	(57		)	(1		)	(58		)	(99		)	(11		)	(110		)	$	(99	)	$	(11	)	$	(110	)	$	27		$	20		$	47
Reclassification to earnings	—			—			—			—			—			—			—			—			—			—			—			—
Other comprehensive income (loss), net	(57		)	(1		)	(58		)	(99		)	(11		)	(110		)	(99		)	(11		)	(110		)	27			20			47
Cash flow hedge adjustments:
Net gain (loss) on hedging instruments	74			(26		)	48			57			(23		)	34			57			(23		)	34			(80		)	29			(51		)
Reclassification to earnings¹	(46		)	18			(28		)	(34		)	14			(20		)	(34		)	14			(20		)	4			(1		)	3
Other comprehensive income (loss), net	28			(8		)	20			23			(9		)	14			23			(9		)	14			(76		)	28			(48		)
Postretirement benefits adjustments:
Net actuarial gain (loss) and prior service cost	—			—			—			2			(1		)	1			2			(1		)	1			—			—			—
Reclassification to earnings²	23			(8		)	15			19			(7		)	12			19			(7		)	12			15			(6		)	9
Other comprehensive income (loss), net	23			(8		)	15			21			(8		)	13			21			(8		)	13			15			(6		)	9

Total other comprehensive income (loss), net	$	(6	)	$	(17	)	$	(23	)	$	(55	)	$	(28	)	$	(83	)	$	(55	)	$	(28	)	$	(83	)	$	(34	)	$	42		$	8

¹Pre-tax amount is classified as ~~net~~ sales in the accompanying consolidated statements of operations.

²Pre-tax amount is a component of pension and other postretirement benefit expense (as shown in Note 7, except for amounts related to non-U.S. benefit plans, about which no information is presented in Note 7 due to immateriality).

~~14.~~ ~~Acquisition of Business~~

On June 1, 2016, we acquired The BenRiach Distillery Company Limited (BenRiach) for aggregate consideration of $407 million, consisting of a purchase price of $341 million and $66 million in assumed debt and transaction-related obligations that we have since paid. The acquisition, which brought three single malt Scotch whisky brands into our portfolio, included brand trademarks, inventories, three malt distilleries, a bottling plant, and BenRiach’s headquarters in Edinburgh, Scotland.

The purchase price of $341 million included cash of $307 million paid at the acquisition date for 90% of the voting interests in BenRiach and a liability of $34 million related to a put and call option agreement for the remaining 10% equity shares. Under that agreement, we could choose (or be required) to purchase the remaining 10% for 24 million British pounds ($34 million at the exchange rate on June 1, 2016) during the one-year period ending November 14, 2017.

~~The purchase price of $341 million was preliminarily allocated based on management’s estimates and independent appraisals as follows:~~

(Dollars in millions) June 1,
2016
Accounts receivable $ 11
Inventories 159
Other current assets 1
Property, plant, and equipment 19
Goodwill 182
Trademarks and brand names 65
Total assets 437

Accounts payable and accrued expenses 12
Short-term borrowings 59
Deferred tax liabilities 25
Total liabilities 96

Net assets acquired $ 341

Goodwill is calculated as the excess of the purchase price over the fair value of the net identifiable assets acquired. The goodwill resulting from this acquisition is primarily attributable to the following: (a) the value of leveraging our distribution network and brand-building expertise to grow global sales of the existing single malt Scotch whisky brands acquired, (b) the valuable opportunity provided by the combination of the rather scarce identifiable assets to develop new products and line extensions in the especially attractive premium Scotch whisky category, and (c) the accumulated knowledge and expertise of the organized workforce employed by the acquired business. None of the preliminary goodwill amount of $182 million is expected to be deductible for tax purposes.

The initial allocation of the purchase price was based on preliminary estimates and may be revised as asset valuations are finalized and further information is obtained on the fair value of liabilities.

BenRiach’s results of operations, which have been included in our financial statements since the acquisition date, were not material for the three-month or nine-month periods ended January 31, 2017. Pro forma results are not presented due to immateriality.

On November 17, 2016, we purchased the remaining 10% interest in BenRiach for cash of 24 million British pounds ($30 million at the exchange rate on that date) by exercising the call option described above. That cash payment is classified as a financing activity in the accompanying statement of cash flows.

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 ~~2016~~2017 Form 10-K. Note that the results of operations for the nine months ended January 31, ~~2017~~2018 do not necessarily indicate what our operating results for the full fiscal year will be. In this Item, “we,” “us,” and “our” refer to Brown-Forman Corporation.

As discussed in Note 12 to the accompanying financial statements, our Class A and Class B common shares were split on a two-for-one basis during August 2016. As a result, all share and per share amounts reported in the following discussion and analysis are presented on a split-adjusted basis.

~~Volume~~Presentation Basis

Non-GAAP Financial Measures

We use certain 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 ~~Depletions~~other measures reported under GAAP. The non-GAAP measures we use in this report may not be defined and calculated by other companies in the same manner.

“Underlying change” in income statement measures.We present changes in certain income statement measures, or line items, that are adjusted to an “underlying” basis. We use “underlying change” for the following income statement measures: (a) underlying net sales, (b) underlying cost of sales, (c) underlying gross profit, (d) underlying advertising expenses, (e) underlying selling, general, and administrative (SG&A) expenses, (f) underlying other expense (income), (g) underlying operating expenses¹, and (h) underlying operating income. To calculate these measures, we adjust, as applicable, for (a) acquisitions and divestitures, (b) foreign exchange, and (c) estimated net changes in distributor inventories. We explain these adjustments below.

“Acquisitions and divestitures.” This adjustment removes (a) any non-recurring effects related to our acquisitions and divestitures (e.g., transaction gains or losses, transaction costs, and integration costs), and (b) the effects of operating activity related to acquired and divested brands for periods that are not comparable on a year-over-year basis (non-comparable periods). By excluding non-comparable periods, we therefore include the effects of acquired and divested brands only to the extent that results are comparable on a year-over-year basis.

In fiscal 2016, we sold our Southern Comfort and Tuaca brands and related assets to Sazerac Company, Inc. and entered into a related transition services agreement (TSA). During fiscal 2017, we completed our obligations under the TSA. This adjustment removes the net sales, cost of sales, and operating expenses recognized in fiscal 2017 pursuant to the TSA related to (a) contract bottling services and (b) distribution services in certain markets.

On June 1, 2016, we acquired The BenRiach Distillery Company Limited (BenRiach). This adjustment removes (a) transaction and integration costs related to the acquisition and (b) operating activity for the acquisition for the non-comparable period. For both fiscal 2017 and 2018, the non-comparable period is the month of May.

“Foreign exchange.” We calculate the percentage change in our income statement line items 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 underlying trend both positively and negatively. (In this report, “dollar” always 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 foreign exchange gains and losses from the current and prior-year periods.

“Estimated net change in distributor inventories.” This adjustment refers to the estimated net effect of changes in distributor inventories on changes in our income statement line items. For each period compared, we use depletion information provided by our distributors to estimate the effect of distributor inventory changes on our income statement line items.

We use the non-GAAP measures “underlying change” for the following reasons: (a) to understand our performance from period to period on a consistent basis; (b) to compare our performance to that of our competitors; (c) in connection with management incentive compensation calculations; (d) in our planning and forecasting processes; and (e) in communications concerning our financial performance with the board of directors, stockholders, and investment analysts. We provide reconciliations of the “underlying changes in income statement measures” to their nearest GAAP measures in the tables below under “Results of Operations - Year-Over-Year Period Comparisons.” We have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure.

¹Operating expenses include advertising expense, SG&A expense, and other expense (income), net.

Definitions

Aggregations.

From time to time, in order 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 and we aggregate brands by spirits category. Below are definitions of the aggregations used in this report.

Geographic Aggregations.

“Developed” markets are “advanced economies” as defined by the International Monetary Fund, with the largest for Brown-Forman being the United States, the United Kingdom, and Australia. Developed international markets are developed markets excluding the United States.

“Emerging” markets are “emerging and developing economies” as defined by the International Monetary Fund, with the largest for Brown-Forman being Mexico and Poland.

In “Results of Operations - Fiscal 2018 Year-to-Date Highlights”, we provide supplemental information for our largest markets ranked by percentage of total fiscal 2017 net sales. In addition to markets that are listed by country name, we include the following aggregations:

“Rest of Europe” includes all markets in the continent of Europe and the Commonwealth of Independent States other than those specifically listed.

“Remaining geographies.” All other markets (approximately 110), other than those specifically listed or included in “Rest of Europe”, with the largest being Brazil, South Africa, and China.

“Travel Retail” represents our sales to global duty free customers, travel retail customers, and the U.S. military.

“Other non-branded” includes used barrel, bulk whiskey and wine, and contract bottling sales.

Brand Aggregations.

“Premium bourbon” products include Woodford Reserve, Old Forester, and Coopers’ Craft.

“American whiskey” products include the Jack Daniel’s family of brands, premium bourbons, and Early Times.

“Tequila” products include el Jimador, Herradura, New Mix, Pepe Lopez, and Antiguo.

In “Results of Operations - Fiscal 2018 Year-to-Date Highlights”, we provide supplemental information for our largest brands ranked by percentage of total fiscal 2017 net sales. In addition to brands that are listed by name, we include the following aggregations:

“Jack Daniel’s family of brands” includes Jack Daniel’s Tennessee Whiskey (JDTW), Jack Daniel’s Tennessee Honey (JDTH), Jack Daniel’s RTD and RTP products (JD RTDs/RTP), Gentleman Jack, Jack Daniel’s Tennessee Fire (JDTF), Jack Daniel’s Single Barrel Collection, Jack Daniel’s Tennessee Rye Whiskey, Jack Daniel’s Sinatra Select, and Jack Daniel’s No. 27 Gold Tennessee Whiskey.

“Jack Daniel’s RTD and RTP” products include all RTD line extensions of Jack Daniel’s, such as Jack Daniel’s & Cola, Jack Daniel’s & Diet Cola, Jack & Ginger, Jack Daniel’s Country Cocktails, Gentleman Jack & Cola, Jack Daniel’s Double Jack, Jack Daniel’s American Serve, Jack Daniel’s Tennessee Honey RTD, Jack Daniel’s Cider (JD Cider), Jack Daniel’s Lynchburg Lemonade (JD Lynchburg Lemonade), and the seasonal Jack Daniel’s Winter Jack RTP.

Other Metrics.

“Depletions.” When discussing volume, unless otherwise specified, we refer to “depletions,” a term commonly used in the beverage alcohol industry. Depending on the context, “depletions” means either (a) our shipments directly to retailers or wholesalers, or (b) shipments from our distributor customers to retailers and wholesalers. We generally record revenues when we ship our products to our customers, so our reported sales for a period do not ~~necessarily~~ reflect actual consumer purchases during that period. We believe that our depletions measure volume in a way that more closely reflects consumer demand than our shipments to distributor customers do.

“Drinks-equivalent.”Volume is discussed on a nine-liter equivalent unit basis (nine-liter cases) unless otherwise specified. At times, we use a “drinks-equivalent” measure for volume when comparing single-serve ready-to-drink (RTD) or ~~ready-to-pour~~ready-

to-pour (RTP) brands to a parent spirits brand. “Drinks-equivalent” depletions are RTD and RTP nine-liter cases converted to nine-liter cases of a parent brand on the basis of the number of drinks in one nine-liter case of the parent brand. To convert RTD volumes from a nine-liter case basis to a drinks-equivalent nine-liter case basis, RTD nine-liter case volumes are divided by 10, while RTP nine-liter case volumes are divided by 5.

~~Non-GAAP Financial Measures~~

We use certain financial measures in this report that are not measures of financial performance under GAAP. These non-GAAP measures, which are defined below, should be viewed as supplements to (not substitutes for) our results of operations and other measures reported under GAAP. The non-GAAP measures we use in this report may not be defined and calculated by other companies“Consumer takeaway.” When discussing trends in the ~~same manner.~~

~~We present changes~~market, we refer to “consumer takeaway”, a term commonly used in ~~certain income statement line items that are adjusted to an “underlying” basis, which we believe assists in understanding both our performance from period to period on a consistent basis, and~~ the trends of our business. Non-GAAP “underlying” measures include changes in (a) underlying net sales, (b) underlying cost of sales, (c) underlying gross profit, (d) underlying advertising expenses, (e) underlying selling, general, and administrative (SG&A) expenses, and (f) underlying operating income. To calculate these measures, we adjust, as applicable, for (a) foreign currency exchange; (b) estimated net changes in distributor inventories, and (c) the impact of acquisition and divestiture activity. We explain these adjustments below:

“Foreign exchange.” We calculate the percentage change in our income statement line items 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 underlying trend both positively and negatively. (In this report, “dollar” always means the U.S. dollar unless stated otherwise.) To eliminate the effect of foreign exchange fluctuations when comparing across periods, we translate current-period results at prior-period rates.

~~“Estimated net change in distributor inventories.” This measure~~beverage alcohol industry. “Consumer takeaway” refers to the ~~estimated net effect~~purchase of product by the consumer from the retail outlet as measured by volume or retail sales value. This information is provided by third-parties, such as Nielsen and the National Alcohol Beverage Control Association (NABCA). Our estimates of market share or changes in ~~distributor inventories on changes in our measures. For each period being compared, we estimate~~market share are derived from consumer takeaway data using the effect of distributor inventory changes on our results using depletion information provided to us by our distributors. We believe that this adjustment reduces the effect of varying levels of distributor inventories on changes in our measures and allows us to understand better our underlying results and trends.

“Acquisitions and divestitures.” On January 14, 2016, we reached an agreement to sell our Southern Comfort and Tuaca brands and related assets to Sazerac Company, Inc. The transaction closed March 1, 2016, for $543 million in cash, which resulted in a gain of $485 million in the fourth quarter of fiscal 2016.On June 1, 2016, we acquired The BenRiach Distillery Company Limited (BenRiach) for aggregate consideration of $407 million, consisting of a purchase price of $341 million and $66 million in assumed debt and transaction-related obligations that we have since paid. The acquisition, which brought three single malt Scotch whisky brands into our portfolio, included brand trademarks, inventories, three malt distilleries, a bottling plant, and BenRiach’s headquarters in Edinburgh, Scotland. See Note 14 to the accompanying financial statements for additional information. This adjustment removes (a)retail sales value metric.

transaction-related costs for the acquisition and divestiture and (b) operating activity for the acquisition and divestiture for the non-comparable period, which is fiscal 2016 activity for Southern Comfort and Tuaca and fiscal 2017 activity for Southern Comfort, Tuaca, and BenRiach. We believe that these adjustments allow us to understand better our underlying results on a comparable basis.

Management uses “underlying” measures of performance to assist it in comparing and measuring our performance from period to period on a consistent basis, and in comparing our performance to that of our competitors. We also use underlying measures as metrics in connection with management incentive compensation calculations. Management also uses underlying measures in its planning and forecasting and in communications with the board of directors, stockholders, analysts, and investors concerning our financial performance. We have provided reconciliations of the non-GAAP measures adjusted to an “underlying” basis to their nearest GAAP measures in the tables below under “Results of Operations – Year-Over-Year Period Comparisons” and have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure.

Important Information on Forward-Looking Statements:

This report contains statements, estimates, and projections that are “forward-looking statements” as defined under U.S. federal securities laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “continue,” “could,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “plan,” “potential,” “project,” “pursue,” “see,” “seek,” “should,” “will,” and similar words identify 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 statements, 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 our historical experience or from our current expectations or projections. These risks and uncertainties include those described in Part I, Item 1A. Risk Factors of our ~~2016~~2017 Form 10-K and those described from time to time in our future reports filed with the Securities and Exchange Commission, including:

Unfavorable global or regional economic conditions, and related low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations

Risks associated with being a U.S.-based company with global operations, including commercial, political, and financial risks; local labor policies and conditions; protectionist trade policies or economic or trade sanctions; compliance with local trade practices and other regulations, including anti-corruption laws; terrorism; and health pandemics

Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar

Changes in laws, regulations, or policies – especially those that affect the production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products

Tax rate changes (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, capital gains) or changes in related reserves, changes in tax rules (for example, LIFO, foreign income deferral, U.S. manufacturing, and other deductions) or accounting standards, and the unpredictability and suddenness with which they can occur

Dependence upon the continued growth of the Jack Daniel’s family of brands

Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of smaller distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; bar, restaurant, travel, or other on-premise declines; shifts in demographic trends; or unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation

Decline in the social acceptability of beverage alcohol products in significant markets

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, labor, or finished goods

Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in higher implementation-related or fixed costs

Inventory fluctuations in our products by distributors, wholesalers, or retailers

Competitors’ consolidation or other competitive activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in our geographic markets or distribution networks

Risks associated with acquisitions, dispositions, business partnerships or investments – such as acquisition integration, or termination difficulties or costs, or impairment in recorded value

Inadequate protection of our intellectual property rights

Product recalls or other product liability claims; product counterfeiting, tampering, contamination, or product quality issues

Significant legal disputes and proceedings; government investigations (particularly of industry or company business, trade or marketing practices)

Failure or breach of key information technology systems

Negative publicity related to our company, brands, marketing, personnel, operations, business performance, or prospects

Failure to attract or retain key executive or employee talent

Our status as a family “controlled company” under New York Stock Exchange rules

Overview

Fiscal 2018 Year-to-Date Highlights

Key highlights of our operating results for the nine months ended January 31, 2018 include:

We delivered net sales of $2,515 million, an increase of 9% compared to the same period last year. Excluding (a) the positive effect of foreign exchange driven by the strengthening of the euro, Polish zloty, and British pound and (b) an estimated net increase in distributor inventories in the United States, we grew underlying net sales 7%.


◦	From a brand perspective, our underlying net sales growth was driven by the Jack Daniel's family of brands, our premium bourbon brands, and our tequila brands.


◦	From a geographic perspective, emerging markets led the growth in underlying net sales, the United States and developed international markets contributed meaningfully, and Travel Retail accelerated the rate of underlying net sales growth compared to the same period last year.

We delivered operating income of $894 million, an increase of 15% compared to the same period last year. Excluding the positive effect of foreign exchange and an estimated net increase in distributor inventories, we grew underlying operating income 11%.


◦	Our underlying operating income benefited from flat underlying SG&A spend, as well as underlying advertising expense growth of 5% compared to underlying net sales growth of 7%.

We delivered diluted earnings per share of $1.25, an increase of 17% compared to the same period last year due to an increase in reported operating income and a reduction in shares outstanding.

On December 22, 2017, the U.S. government enacted the Tax Act, which is discussed in more detail in “Results of Operations - Year-Over-Year Period Comparisons.” See Note 3 to the accompanying financial statements for additional information.

Summary of Operating Performance
	Three months ended January 31										Nine months ended January 31										Three months ended January 31,										Nine months ended January 31,
	2016			2017			Reported Change		Underlying Change¹		2016			2017			Reported Change		Underlying Change¹

(Dollars in millions)																					2017			2018			Reported Change		Underlying Change¹		2017			2018			Reported Change		Underlying Change¹
Net sales	$	809		$	808		—	%	4	%	$	2,360		$	2,299		(3	%)	3	%	$	808		$	878		9	%	6	%	$	2,299		$	2,515		9	%	7	%
Cost of sales	254			272			7	%	5	%	729			758			4	%	4	%	272			291			7	%	8	%	758			825			9	%	8	%
Gross profit	555			536			(3	%)	3	%	1,631			1,541			(6	%)	2	%	536			587			9	%	5	%	1,541			1,690			10	%	7	%
Advertising	107			102			(4	%)	10	%	317			291			(8	%)	4	%	102			114			11	%	6	%	291			314			8	%	5	%
SG&A	167			162			(3	%)	(2	%)	507			488			(4	%)	(2	%)	162			173			7	%	4	%	488			497			2	%	—	%
Other expense (income), net																					(1		)	(4		)	153	%	30	%	(16		)	(15		)	(11	%)	6	%
Operating income	$	278		$	273		(2	%)	3	%	$	807		$	778		(4	%)	5	%	$	273		$	304		11	%	5	%	$	778		$	894		15	%	11	%

Gross margin	68.7		%	66.4		%	(2.3)pp				69.1		%	67.0		%	(2.1)pp
Operating margin	34.4		%	33.8		%	(0.6)pp				34.2		%	33.8		%	(0.4)pp
Total operating expenses³																					$	263		$	283		8	%	4	%	$	763		$	796		4	%	2	%

As a percentage of net sales²
Gross profit																					66.4		%	66.8		%	0.4	pp			67.0		%	67.2		%	0.2	pp
Operating expenses³																					32.5		%	32.2		%	(0.3	)pp			33.2		%	31.7		%	(1.5	)pp
Operating income																					33.8		%	34.6		%	0.8	pp			33.8		%	35.5		%	1.7	pp
Interest expense, net	$	12		15			22	%			$	33		42			27	%			$	15		15			—	%			$	42		45			7	%
Effective tax rate	28.8		%	29.4		%	0.6pp				29.5		%	28.7		%	(0.8)pp				29.4		%	34.4		%	5.0	pp			28.7		%	28.5		%	(0.2	)pp
Diluted earnings per share	$	0.47		$	0.47		1	%			$	1.33		$	1.34		1	%			$	0.38		$	0.39		4	%			$	1.07		$	1.25		17	%
Note: Totals may differ due to rounding	Note: Totals may differ due to rounding																				Note: Totals may differ due to rounding

¹See “Non-GAAP Financial Measures” above for details on our use of “underlying ~~changes”,~~changes,” including how these measures are calculated and the reasons why we ~~think~~believe this information is useful to readers.

~~Overview~~²Year-over-year changes in percentages are reported in percentage points (pp).

³See “Non-GAAP Financial Measures” above for definitions of operating expenses presented here.

Fiscal 2018 Outlook

Below we discuss our outlook for the remainder of fiscal 2018, reflecting the trends, developments, and uncertainties that we expect to affect our business. This updated outlook revises certain aspects of the 2018 outlook included in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2017 Form 10-K.

Net sales. We expect underlying net sales growth in the remainder of fiscal 2018 to be generally in line with the growth in the nine months ended January 31, 2018.

Cost of sales. We expect total cost of sales to grow at a higher rate than net sales in the remainder of fiscal 2018. We expect underlying cost of sales growth from cost/mix to grow at a higher rate in the remainder of the year compared to 3% cost/mix growth for the nine months ended January 31, 2018.

Operating expenses. We expect total operating expenses to grow at a higher rate in the remainder of the fiscal year compared to the growth rate experienced in the nine months ended January 31, 2018. For the remainder of fiscal 2018, we expect (a) advertising expenses to grow at a higher rate than net sales growth and (b) underlying SG&A to grow compared to the flat spend for the nine months ended January 31, 2018.

Operating income. We expect slower growth rates for operating income in the remainder of fiscal 2018 compared to growth rates experienced in the nine months ended January 31, 2018.

Foreign exchange.For the nine months ended January 31, ~~2017, compared~~2018, net sales and operating income were positively affected by foreign exchange and we expect that benefit to continue for the ~~same period last year,~~remainder of the fiscal year.

Estimated net change in distributor inventories. Our reported net sales ~~declined 3%~~ and ~~reported~~ operating income declined 4%, while diluted earnings per share increased 1%. Excluding the impact of acquisitions and divestitures, reported net sales increased 1% and reported operating income increased 3%. After also adjusting for the negative effect of foreign exchange, we grew underlying net sales 3% and underlying operating income 5%. Our underlying operating results were driven by the Jack Daniel's family of brands, our tequila brands, and Woodford Reserve. In addition, our underlying operating results benefited from ~~the reduction of underlying SG&A expenses.~~

~~Our financial condition remained strong. We received proceeds of $717 million from the issuance of long-term debt~~an estimated net increase in July 2016, purchased BenRiach in June for aggregate consideration of $407 million (see Note 14 to the accompanying financial statements for additional information), continued to invest in our capacity expansion projects, and returned $764 million to shareholdersdistributor inventories during the nine months ended January 31, ~~2017 through~~2018. We expect that benefit to moderate slightly in the remainder of the fiscal year.

Effective tax rate. The provisional effect of the Tax Act was recorded in the third quarter. We expect our full year effective tax rate to be approximately 28% based on the tax rate of 26.1% on ordinary ~~dividends~~income for the full fiscal year adjusted for known discrete items.

Capital Deployment. As announced on January 23, 2018, our Board of Directors approved capital deployment actions aimed at benefiting shareholders, employees, and ~~share repurchases.~~the community. These actions included a special dividend, additional contributions to our pension plan, and the creation of a $60-$70 million charitable foundation.

~~RESULTS OF OPERATIONS~~Results of Operations – ~~FISCAL 2017 YEAR-TO-DATE HIGHLIGHTS~~Fiscal 2018 Year-to-Date Highlights

Market Highlights

The following table provides supplemental information offor our largest markets for the nine months ended January 31, ~~2017,~~2018, compared to the same period last year. We discuss results for the markets most affecting our performance below the table. Unless otherwise indicated, all related commentary is for the nine months ended January 31, ~~2017,~~2018, compared to the same period last year.

Top 10 Markets¹- Fiscal 2017 Net Sales Growth by Geographic Area
Top 10 Markets¹- Fiscal 2018 Net Sales Growth by Geographic Area											Top 10 Markets¹- Fiscal 2018 Net Sales Growth by Geographic Area

	Percentage change versus prior year period										Percentage change versus prior year period
Nine months ended January 31, 2017	Net Sales²
Nine months ended January 31, 2018											Net Sales
Geographic area	Reported		Acquisitions & Divestitures		Foreign Exchange		Net Chg in Est. Distributor Inventories		Underlying		Reported		Acquisitions & Divestitures		Foreign Exchange		Net Chg in Est. Distributor Inventories		Underlying²
United States	(1	%)	6	%	—	%	—	%	4	%	7	%	—	%	—	%	(2	%)	5	%
Europe	(8	%)	3	%	5	%	3	%	2	%	15	%	—	%	(6	%)	1	%	9	%
United Kingdom	(12	%)	11	%	5	%	—	%	4	%	10	%	—	%	(3	%)	—	%	6	%
Germany	(2	%)	2	%	5	%	—	%	4	%	16	%	—	%	(5	%)	—	%	11	%
France											10	%	—	%	(5	%)	—	%	5	%
Poland	5	%	(1	%)	4	%	—	%	8	%	25	%	—	%	(15	%)	—	%	10	%
France	6	%	(1	%)	4	%	—	%	9	%
Turkey	(28	%)	—	%	18	%	—	%	(11	%)
Russia	(50	%)	—	%	2	%	45	%	(4	%)	62	%	—	%	(4	%)	(22	%)	37	%
Rest of Europe	(5	%)	—	%	3	%	—	%	(2	%)	12	%	—	%	(6	%)	3	%	9	%
Australia	(1	%)	5	%	(4	%)	—	%	—	%	10	%	1	%	(2	%)	—	%	10	%
Other geographies	—	%	—	%	5	%	(2	%)	3	%	8	%	—	%	(1	%)	1	%	9	%
Mexico	(2	%)	—	%	16	%	—	%	14	%	13	%	—	%	(3	%)	1	%	10	%
Japan											(13	%)	—	%	2	%	4	%	(7	%)
Canada	(10	%)	4	%	2	%	5	%	1	%	4	%	—	%	1	%	(2	%)	2	%
Remaining geographies³	2	%	(1	%)	(1	%)	(4	%)	(4	%)	11	%	—	%	—	%	2	%	12	%
Travel Retail⁴	1	%	3	%	1	%	2	%	7	%
Other non-branded⁵	16	%	(37	%)	—	%	—	%	(22	%)
Travel Retail³											17	%	—	%	1	%	(7	%)	11	%
Other non-branded³											(2	%)	15	%	—	%	—	%	13	%
Total	(3	%)	3	%	2	%	—	%	3	%	9	%	—	%	(2	%)	(1	%)	7	%
Note: Totals may differ due to rounding

¹“Top 10 ~~markets~~markets” are ranked based on percentage of total ~~Fiscal 2016 Net Sales.~~fiscal 2017 net sales. See ~~2016~~2017 Form 10-K “Results of Operations - Fiscal ~~2016~~2017 Market Highlights” and “Note ~~14.~~15. Supplemental Information.”

²See “Non-GAAP Financial Measures” above for details on our use of “underlying change” in net sales, including how this measure is calculated and the reasons why we ~~think~~believe this information is useful to readers.

³~~Remaining geographies represents over 110 countries with the largest being Japan, Brazil, and South Africa.~~See “Definitions” above for definitions of market aggregations presented here.

⁴~~Travel Retail represents our sales to global duty free and travel retail customers.~~

⁵~~Other non-branded includes used barrel, bulk whiskey and wine, and contract bottling sales.~~

United States. Reported net sales ~~declined 1%~~grew 7%, while underlying net sales increased 4%5% after adjusting for an estimated net increase in distributor inventories driven in part by the ~~absence~~launch of ~~revenues associated with Southern Comfort and Tuaca, which were sold last March.~~Jack Daniel’s Tennessee Rye. Underlying net sales gains were driven primarily by ~~(a)~~ the growth of ~~our American whiskey portfolio, led by~~(a) the Jack Daniel’s ~~Tennessee Whiskey (JDTW), Woodford Reserve,~~family of brands; (b) our premium bourbons; and ~~Old Forester; (b)~~(c) our tequila brands, led by Herradura and el ~~Jimador; (c) Sonoma-Cutrer; and (d) Korbel Champagne. This growth was partially offset by declines in Canadian Mist.~~Jimador.

Europe. Reported net sales ~~decreased 8%~~increased 15%, while underlying net sales ~~increased 2%~~grew 9% after adjusting for (a) the ~~net effect of acquired and divested brands, (b) the negative~~positive effect of foreign exchange ~~driven by~~reflecting the ~~strengthening~~broad weakening of the dollar ~~against~~compared to the ~~British pound, euro,~~same period last year and ~~Turkish lira, and (c)~~(b) an estimated net decrease in distributor inventories in Spain, partially offset by an estimated net increase in distributor inventories in Russia. Underlying net sales gains ~~in France, Poland,~~were led by Russia, Germany, the United Kingdom, and ~~Germany were partially offset by declines in Turkey and Russia, which both suffered from geopolitical instability and weak economic conditions.~~Poland.


◦	In the United Kingdom, underlying net sales growth was driven by higher volumes of JDTW ~~Jack Daniel’s ready-to-drinks (JD RTDs),~~ and ~~Chambord and higher prices and favorable mix~~JD RTDs, the latter of ~~JDTW.~~which was fueled by the launch of JD Cider.


◦	In Germany, underlying net sales growth was driven by ~~higher volumes~~solid growth of JD RTDs, which included the launch of JD Lynchburg Lemonade, and ~~Jack Daniel’s Tennessee Honey (JDTH),~~volumetric growth and ~~the introduction~~favorable price/mix of ~~Jack Daniel’s Tennessee Fire (JDTF).~~JDTW.


◦	In France, underlying net sales growth was led by JDTW ~~volumes declined, although~~and JDTH, as both experienced higher consumer takeaway ~~trends remain solid.~~compared to the total whiskey category in that market.


◦	In Poland, ~~and France,~~ underlying net sales growth was ~~driven~~fueled by ~~higher volumes~~volume gains of ~~JDTW. France also benefited from the expansion of JDTF.~~


◦	~~In Turkey,~~JDTW, which has ~~suffered from political and economic instability, the decline in underlying net sales was driven by lower volumes of JDTW.~~experienced strong consumer takeaway trends.

◦

In Russia, underlying net sales declines were driven primarily by lower volumes of JDTW, partially offset by price increases on Finlandia and JDTW intended to mitigate the effect of the devaluation of the ruble. We believe that the declines in the Russian market aregrowth was driven by ~~weak economic conditions, consumer trends favoring local products,~~a buy-in ahead of an upcoming distributor change as well as higher pricing and ~~the reduction~~volumetric growth of Finlandia. The higher price of Finlandia is partly attributed to import duties resulting from a change in the purchasing power of consumers for premium imported brands given the significant currency devaluation. Russia returned to growth in the third quarter primarily driven by Finlandia, as the market began to improve.our route-to-consumer.

◦

The ~~decline~~increase in underlying net sales in the ~~rest~~Rest of Europe was ~~driven~~led by ~~lower volumes of~~Turkey, Ukraine, and Spain. Trends improved for JDTW in ~~Belgium,~~Turkey, where our results in the ~~absence of sales for lower-margin agency brands that we no longer distribute~~same period last year were negatively affected by geopolitical and economic instability. In Ukraine, growth was led by Finlandia and JDTW. In Spain, JDTW grew volumes along with favorable price/mix, where our new owned-distribution organization has led to recent acceleration in ~~Czech Republic, and lower volumes of JDTW in Austria. These declines were partially offset by growth in Ukraine, driven by JDTW and Finlandia.~~performance.

Australia. Reported net sales ~~decreased 1%~~increased 10%, while underlying net sales ~~were flat~~also increased 10% after adjusting for ~~the negative effect of the absence of revenues resulting from the the sale of Southern Comfort and Tuaca and~~ the positive effect of foreign ~~exchange. Recently launched Jack Daniel’s RTD products~~exchange and the ~~expansion~~loss of ~~JDTF were offset~~net sales related to our TSA for Southern Comfort and Tuaca. Underlying net sales growth was driven by ~~declines in the rest of~~ the Jack Daniel’s family of brands ~~including Jack Daniel’s & Cola.~~due to price increases, a shift in product mix to higher margin RTD brands, and higher volumes of JD RTDs and JDTW.

Other geographies. Reported net sales for our other markets ~~were flat,~~collectively increased 8%, while underlying net sales ~~collectively~~ increased 3%9% after adjusting for the positive effect of foreign exchange and an estimated net decrease in distributor inventories. Underlying net sales growth was led by continued strong results in Mexico as well as the return to growth of Brazil, China, and Southeast Asia after declines in the same period last year. These gains were partially offset by volume declines in Japan.

Travel Retail. Reported net sales increased 17%, while underlying net sales increased 11% after adjusting for the negative effect of foreign exchange ~~driven by the strengthening of the dollar against the Mexican peso~~ and ~~the~~an estimated net increase in distributor inventories. Underlying net sales growth was led by ~~Mexico and Japan, the latter of which benefited from buy-ins ahead of price increases. These gains were partially offset by declines in China and Brazil.~~

~~Travel Retail.~~ Reported net sales increased 1% and underlying net sales increased 7% after adjusting reported results for (a) the absence of revenues resulting from the sale of Southern Comfort and Tuaca, (b) the negative effect of foreign exchange, and (c) an estimated net decrease in distributor inventories. Following declines in the same period last year, underlying net sales growth was led by higher volumes of JDTW, ~~distribution gains on~~ Woodford Reserve, Gentleman Jack, and ~~the expansion of JDTF into Europe.~~JDTH.

Other non-branded. Reported net sales ~~increased 16%~~decreased 2%, while underlying net sales ~~declined 22%~~increased 13% after ~~removing~~adjusting for the net effect of ~~acquired~~our Scotch acquisition and ~~divested businesses (primarily bulk whiskey~~the loss of net sales related to our TSA for Southern Comfort and ~~contract bottling sales).~~Tuaca. The ~~reduction in~~ underlying net sales growth was ~~due primarily to declines in~~driven by higher volumes of used barrel sales, ~~reflecting lower prices and volumes as a result of weaker~~which benefited from increased demand ~~from blended Scotch industry buyers and pricing pressures due to the increased supply of used barrels~~ in the ~~market.~~current period as well as an easy comparison to a weak prior-year period.

Brand Highlights

The following table highlights the worldwide results of our largest brands for the nine months ended January 31, ~~2017,~~2018, compared to the same period last year. We discuss results of the brands most affecting our performance below the table. Unless otherwise indicated, all related commentary is for the nine months ended January 31, ~~2017,~~2018, compared to the same period last year.

Major Brands Worldwide Results
	Percentage change versus prior year period										Percentage change versus prior year period
Nine months ended January 31, 2017	Volumes		Net Sales¹
Nine months ended January 31, 2018											Volumes		Net Sales
Brand family / brand	9L Depletions		Reported		Foreign Exchange		Net Chg in Est. Distributor Inventories		Underlying		9L Depletions²		Reported		Foreign Exchange		Net Chg in Est. Distributor Inventories		Underlying¹
Jack Daniel’s Family	4	%	1	%	2	%	—	%	3	%	8	%	10	%	(2	%)	(1	%)	7	%
Jack Daniel’s Tennessee Whiskey	1	%	—	%	2	%	—	%	2	%	6	%	7	%	(2	%)	—	%	5	%
Jack Daniel’s Tennessee Honey	5	%	1	%	2	%	—	%	3	%	9	%	11	%	(2	%)	—	%	9	%
Jack Daniel’s RTDs/RTP²											11	%	17	%	(3	%)	—	%	14	%
Gentleman Jack											9	%	11	%	(1	%)	(1	%)	9	%
Jack Daniel’s Tennessee Fire											14	%	22	%	(1	%)	(6	%)	15	%
Other Jack Daniel’s whiskey brands²	9	%	5	%	1	%	(2	%)	4	%	22	%	29	%	(1	%)	(14	%)	14	%
Jack Daniel’s RTDs/RTP³	7	%	2	%	4	%	—	%	5	%
New Mix RTDs	8	%	—	%	16	%	—	%	16	%
Woodford Reserve											23	%	25	%	—	%	(3	%)	22	%
Finlandia	—	%	(10	%)	2	%	6	%	(1	%)	3	%	14	%	(6	%)	(1	%)	7	%
Canadian Mist	(8	%)	(11	%)	—	%	—	%	(12	%)
El Jimador	2	%	—	%	5	%	2	%	7	%
Woodford Reserve	19	%	15	%	1	%	4	%	20	%
el Jimador											7	%	13	%	—	%	(4	%)	9	%
Herradura	14	%	11	%	8	%	(1	%)	18	%	15	%	19	%	(2	%)	2	%	20	%
Note: Totals may differ due to rounding

¹See “Non-GAAP Financial Measures” above for details on our use of “underlying change” in net sales, including how this measure is calculated and the reasons why we ~~think~~believe this information is useful to readers.

²~~In addition to the brands separately listed here, the Jack Daniel’s family~~See “Definitions” above for definitions of brands includes Gentleman Jack, Jack Daniel’s Single Barrel Collection, Jack Daniel’s Sinatra Select, Jack Daniel’s No. 27 Gold Tennessee Whiskey, Jack Daniel’s 1907 Tennessee Whiskey, Jack Daniel’s Tennessee Rye Whiskeys,brand aggregations and ~~Jack Daniel’s Tennessee Fire.~~volume measures presented here.

³Jack Daniel’s RTD and ready-to-pour (RTP) products include all RTD line extensions of Jack Daniel’s, such as Jack Daniel’s & Cola, Jack Daniel’s & Diet Cola, Jack & Ginger, Jack Daniel’s Country Cocktails, Gentleman Jack & Cola, Jack Daniel’s Double Jack, Jack Daniel’s American Serve, Jack Daniel’s Tennessee Honey RTD, and the seasonal Jack Daniel’s Winter Jack RTP.

Jack Daniel’s family of brands grew reported net sales ~~increased 1% and~~10%, while underlying net sales grew 3%7%, and was the most significant contributor to our overall underlying net sales growth. Reported net sales were ~~hurt~~helped by foreign exchange due to the ~~strengthening~~weakening of the dollar against the euro, British pound, ~~euro, Mexican peso,~~ and ~~Turkish lira.~~Polish zloty and an estimated net increase in distributor inventories. The following are details about the underlying performance of the Jack Daniel’s family of brands:


◦	JDTW grew underlying net sales in ~~several~~the majority of its markets including the United Kingdom, the United States, Poland, ~~France, Japan,~~ Travel Retail, ~~the United Kingdom,~~Brazil, Turkey, Germany, Australia, and ~~Mexico. These increases were partially offset by declines in various markets, including China, Belgium, Turkey, Southeast Asia, and sub-Saharan Africa.~~France.


◦	JDTH grew underlying net sales inled by the United States, its largest market, ~~Travel Retail, Germany, and Mexico. These gains were partially offset by declines in Brazil and the United Kingdom.~~

◦

~~Among our~~ ~~Other Jack Daniel’s whiskey brands, the most significant contributor to underlying net sales growth was JDTF, which was led by the expansion in~~Russia, France, ~~Germany,~~ and Travel Retail. The year-to-date growth of JDTF from its international expansion was partially offset by declines for the brand in the United States, where prior year volumes were high due to the national introduction in late fiscal 2015. Gentleman Jack also contributed to underlying net sales growth, while Jack Daniel’s Sinatra declined.


◦	The increase in underlying net sales growth for Jack Daniel’s RTDs/RTP was driven primarily by ~~consumer-led volumetric gains, distribution expansion, and product innovation in Mexico,~~Australia, Germany, and the United ~~Kingdom.~~States, with all of these markets benefiting from new RTD line extensions.

~~Reported net sales for~~

◦

Gentleman Jack grew underlying net sales led by volumetric gains in the United States, its largest market, and Travel Retail.~~New Mix RTDs~~ in Mexico were flat while underlying net sales grew 16% driven by volume gains and higher pricing. Reported net sales were hurt by foreign exchange due to the strengthening of the dollar against the Mexican peso.

~~Reported net sales for~~ ~~Finlandia~~ declined 10% and underlying net sales decreased 1% driven predominantly by lower volumes and unfavorable price/mix in the United States and Poland, the brand’s largest market. These declines were partially offset by price increases for the brand in Russia, which were intended to partially offset the devaluation of the ruble.

~~Reported net sales for~~ ~~Canadian Mist~~ ~~decreased 11% and underlying net sales decreased 12% driven by volume declines in the United States.~~

~~Reported net sales for~~ ~~el Jimador~~ were flat, while underlying net sales increased 7% driven by volume gains in the United States. Reported net sales were hurt by foreign exchange due to the strengthening of the dollar against the Mexican peso.


◦	Growth of JDTF was driven by higher volumes in the United States and Germany and the launch of the brand in Brazil and Chile.


◦	The launch of Jack Daniel’s Tennessee Rye in September of this fiscal year in the United States was the primary driver of underlying net sales growth for Other Jack Daniel’s whiskey brands.

Woodford Reserve led the growth of our ~~super- and ultra-premium American whiskeys with~~premium bourbons as the brand’s reported net sales ~~increasing 15%~~increased 25% and underlying net sales ~~growing 20%~~grew 22%. This growth was driven by the United States, where the brand continued to grow volumetrically with strong consumer takeaway trends. ~~Outside~~Reported net sales were also helped by an estimated net increase in distributor inventories in the United States ~~growth was helped by distribution expansion in~~and Travel Retail.

Reported net sales offor ~~Herradura~~Finlandia grew ~~11% and~~14%, while underlying net sales increased ~~18%~~7% led by higher price and volumetric growth in Russia. The higher price in Russia is partly attributed to import duties resulting from a change in

our route-to-consumer. Reported net sales were helped by foreign exchange due to the weakening of the dollar against the Polish zloty and an estimated net increase in distributor inventories in Russia.

Reported net sales for el Jimador increased 13%, while underlying net sales increased 9% driven ~~primarily~~ by volume gains in the United States supported by strong consumer takeaway trends. Reported net sales were helped by an estimated net increase in distributor inventories in the United States.

Herradura grew reported net sales 19%, while underlying net sales increased 20% driven by higher volumes and favorable price/mix in the brand’s largest markets, Mexico and the United States, ~~and Mexico.~~the former of which benefited from volumetric growth of Herradura Ultra. Reported net sales were hurt by an estimated net decrease in distributor inventories in the United States, partially offset by favorable foreign ~~exchange due to the strengthening of the dollar against the Mexican peso.~~exchange.

~~RESULTS OF OPERATIONS – YEAR-OVER-YEAR PERIOD COMPARISONS~~

Year-over-Year Period Comparisons

NET SALES
Net Sales					Net Sales

Percentage change versus the prior year period ended January 31	3 Months		9 Months		3 Months		9 Months
Change in reported net sales	—	%	(3	%)	9	%	9	%
Acquisitions and divestitures	4	%	3	%	—	%	—	%
Foreign exchange	1	%	2	%	(4	%)	(2	%)
Estimated net change in distributor inventories	(1	%)	—	%	1	%	(1	%)
Change in underlying net sales	4	%	3	%	6	%	7	%

Change in underlying net sales attributed to:
Volume	3	%	2	%	3	%	5	%
Net price/mix	1	%	1	%	3	%	2	%
Note: Totals may differ due to rounding

For the three months ended January 31, ~~2017,~~2018, net sales were ~~$808~~$878 million, ~~a decrease~~an increase of $1$70 million, or ~~essentially flat,~~9%, compared to the same period last year. After adjusting reported results for ~~(a)~~ the ~~net effect of acquisitions and divestitures, (b) the negative~~positive effect of foreign exchange and ~~(c) the~~an estimated net ~~increase~~decrease in distributor inventories, underlying net sales grew 4%6%. The change in underlying net sales was driven by 3% volume growth and 1%3% of price/mix. Volume growth was led by the Jack Daniel’s family, tequilas, and premium bourbons. Price/mix was driven by (a) an increase in share of sales from higher priced brands, most notably the Jack Daniel’s family and Woodford Reserve, and (b) higher average pricing on the Jack Daniel’s family.

The primary factors contributing to the growth in underlying net sales for the three months ended January 31, ~~2017 were~~2018 were:

volumetric growth of JDTW in several international markets, most notably, Brazil, the United Kingdom, Travel Retail, Australia, Poland, Germany, Japan, France, and Spain;

growth ~~of:~~

of brands in our American whiskey portfolio in the United States led by Woodford Reserve, ~~JDTW,~~Gentleman Jack, the launch of Jack Daniel’s Tennessee Rye, JDTF, JDTH, and Old Forester;

~~JDTW in several international markets, most notably, Poland, the United Kingdom, France, Travel Retail, Germany, and Mexico;~~

our tequila brands, led by (a) volumetric growth and favorable price/mix of Herradura in Mexico and the United States and (b) higher prices and volume gains ~~and higher prices~~ of New Mix in Mexico; ~~(b)~~

higher ~~volumes and prices~~volume of ~~Herradura in the United States and Mexico; and (c) volume gains of el Jimador in the United States;~~

~~volume on~~ JD RTDs ~~partially due to innovation,~~ led by Germany, Australia, Mexico, ~~Australia,~~ and ~~the United Kingdom;~~China as well as higher pricing in Australia;

~~volume and price increases~~growth of Finlandia in Europe led by Russia;

~~JDTF driven by expansion~~increased volumes of JDTH in ~~France, Germany,~~several international markets, most notably Brazil and Travel ~~Retail;~~Retail, and the launch of JDTF in Brazil and Chile;

higher volume of used barrel sales; and

~~Sonoma-Cutrer~~volumetric growth of Woodford Reserve in ~~the United States.~~Travel Retail.

~~The primary factors partially~~ ~~offsetting~~ ~~the growth~~These gains in underlying net sales ~~for the three months ended January 31, 2017~~ were ~~declines of:~~partially offset by:

~~volumes on~~volume declines of Korbel Champagne in the United States;

~~volumes on~~volume declines of JDTW ~~in certain markets, including Russia and Australia;~~

~~Jack Daniel’s Sinatra~~ in the United ~~States;~~States, partially offset by favorable price/mix;

~~used barrel sales reflecting lower prices and volumes as a result of weaker demand from blended Scotch industry buyers and pricing pressures due to increased supply of used barrels~~declines in ~~the market;~~

~~volumes on Finlandia in Poland;~~

~~volumes on el Jimador in Mexico;~~our contract bottling operations; and

~~Canadian Mist~~declines of Chambord in the United ~~States.~~Kingdom.

For the nine months ended January 31, ~~2017,~~ 2018, net sales were ~~$2,299~~$2,515 million, ~~a decrease~~an increase of ~~3%,~~$216 million, or ~~$61 million,~~9%, compared to the same period last year. After adjusting reported results for the ~~net effect of acquisitions and divestitures and the negative~~positive effect of foreign exchange and an estimated net increase in distributor inventories, underlying net sales grew 3%7%. The change in underlying net sales was driven by 2%5% volume growth and 1%2% of price/mix. Volume growth was led by the Jack ~~Daniel’s~~Daniel's family, ~~of brands, our tequila brands,~~tequilas, and ~~Woodford Reserve, partially offset by declines in Canadian Mist and lower margin agency brands that we no longer distribute. The improvement in price/~~premium bourbons. Price/mix was driven by (a) an increase in share of sales from higher ~~average pricing on JDTW and our tequila brands and a shift in sales out of lower-priced brands, such as Canadian Mist, to higher-priced~~priced brands, most notably the Jack ~~Daniel’s~~Daniel's family ~~of brands, partially offset by declines in used barrel sales.~~

and Woodford Reserve, and (b) higher average pricing on tequilas.

The primary factors contributing to the growth in underlying net sales for the nine months ended January 31, ~~2017 were~~2018 were:

volumetric growth ~~of:~~of JDTW in several international markets, most notably, the United Kingdom, Poland, Travel Retail, Brazil, Turkey, Germany, Australia, and France;

growth of our American whiskey portfolio in the United States, led by ~~JDTW,~~the Jack Daniel’s family, Woodford Reserve, and Old ~~Forester, and JDTH;~~Forester;

our tequila brands, led by (a) volumetric growth and favorable price/mix of Herradura in Mexico and the United States, (b) higher prices and volume gains ~~and higher prices~~ of New Mix in Mexico, ~~(b) higher volumes of Herradura in the United States and Mexico,~~ and (c) volume ~~gains~~growth of el Jimador in the United States;

~~JDTW~~higher volume of JD RTDs, led by Australia, Germany, and the United Kingdom, all of which benefited from new RTD line extensions;

higher price and volume growth of Finlandia in Russia;

higher volume of used barrel sales; and

increased volumes of JDTH in several international markets, most notably ~~Poland,~~Russia, France, ~~Japan,~~and Travel ~~Retail, the United Kingdom, and Mexico;~~

~~volume on JD RTDs, led by Mexico, Germany, and the United Kingdom;~~

~~Korbel Champagne and Sonoma-Cutrer in the United States; and~~

~~expansion of JDTF into additional markets, led by France.~~Retail.

~~The primary factors partially~~ ~~offsetting~~ ~~the growth~~These gains in underlying net sales ~~for the nine months ended January 31, 2017~~ were partially offset by volume declines ~~of:~~

~~used barrel sales reflecting lower prices and volumes as a result~~ of ~~weaker demand from blended Scotch industry buyers and pricing pressures due to increased supply of used barrels in the market;~~

~~JDTW in China, Belgium, and Turkey;~~

~~volume on Canadian Mist~~Korbel Champagne in the United ~~States; and~~

~~the absence of sales for lower-margin agency brands that we no longer distribute.~~States.

COST OF SALES
Cost of Sales					Cost of Sales

Percentage change versus the prior year period ended January 31	3 Months		9 Months		3 Months		9 Months
Change in reported cost of sales	7	%	4	%	7	%	9	%
Acquisitions and divestitures	1	%	—	%	—	%	2	%
Foreign exchange	(4	%)	(1	%)	—	%	(2	%)
Estimated net change in distributor inventories	—	%	1	%	1	%	(1	%)
Change in underlying cost of sales	5	%	4	%	8	%	8	%

Change in underlying cost of sales attributed to:
Volume	3	%	2	%	3	%	5	%
Cost/mix	2	%	2	%	5	%	3	%
Note: Totals may differ due to rounding

Cost of sales for the three months ended January 31, ~~2017~~2018 increased ~~$18~~$19 million, or 7%, to ~~$272~~$291 million when compared to the same period last year. Underlying cost of sales increased 5%8% after adjusting reported costs for ~~the~~an estimated net ~~effect~~decrease in distributor inventories. The increase in underlying cost of ~~acquisitions~~sales for three months ended January 31, 2018 was driven by higher input costs including wood, higher volumes, and ~~divestitures and the negative effect of foreign exchange.~~incremental value-added packaging, partially offset by a shift in product mix to lower-cost brands.

Cost of sales for the nine months ended January 31, ~~2017~~2018 increased ~~$29~~$67 million, or 4%9%, to ~~$758~~$825 million when compared to the same period last year. Underlying cost of sales increased 4%8% after adjusting reported costs for (a) the net effect of our Scotch acquisition and the loss of net sales related to our TSA for Southern Comfort and Tuaca, (b) the negative effect of foreign exchange, and ~~the~~(c) an estimated net ~~change~~increase in distributor inventories. The increase in underlying cost of sales for the ~~three and~~ nine months ended January 31, ~~2017~~2018 was driven by ~~an increase in~~higher volumes, ~~and~~ higher input costs ~~for~~including wood, and ~~grain.~~incremental value-added packaging. Looking ahead to the remainder of fiscal ~~2017,~~2018, we expect that ~~our input costs~~cost/mix will increase in the mid-single digits.

GROSS PROFIT
Gross Profit					Gross Profit

Percentage change versus the prior year period ended January 31	3 Months		9 Months		3 Months		9 Months
Change in reported gross profit	(3	%)	(6	%)	9	%	10	%
Acquisitions and divestitures	5	%	5	%	—	%	—	%
Foreign exchange	3	%	3	%	(5	%)	(2	%)
Estimated net change in distributor inventories	(2	%)	—	%	1	%	(1	%)
Change in underlying gross profit	3	%	2	%	5	%	7	%
Note: Totals may differ due to rounding

Gross Margin

For the period ended January 31	3 months		9 Months
Prior year gross margin	66.4	%	67.0	%
Price/mix	0.7	%	0.8	%
Cost	(1.5	%)	(0.9	%)
Acquisitions and divestitures	—	%	0.3	%
Foreign exchange	1.2	%	—	%
Change in gross margin	0.4	%	0.2	%
Current year gross margin	66.8	%	67.2	%
Note: Totals may differ due to rounding

Gross profit of ~~$536~~$587 million ~~decreased $19~~increased $51 million, or 3%9%, for the three months ended January 31, ~~2017.~~2018. Underlying gross profit grew 3%5% after adjusting reported results for ~~(a)~~ the ~~net effect of acquisitions and divestitures, (b) the negative~~positive effect of foreign exchange and ~~(c) the~~an estimated net ~~change~~decrease in distributor inventories. The increase in underlying gross profit resulted from the same factors that contributed to the increase in underlying net sales and the increase in underlying cost of sales.

~~Gross margin decreased to 66.4% for~~For the three months ended January 31, ~~2017, down~~2018, gross margin increased approximately ~~230 basis~~0.4 percentage points to 66.8%, from ~~68.7%~~66.4% in the same period last year driven ~~primarily~~ by ~~(a)~~ the ~~negative~~positive effect of foreign exchange ~~(b) the net effect of acquisitions~~ and ~~divestitures, and (c)~~favorable price/mix, partially offset by an increase in underlying cost of ~~sales, partially offset by favorable price and mix.~~sales.

Gross profit of ~~$1,541~~$1,690 million ~~decreased $90~~increased $149 million, or 6%10%, for the nine months ended January 31, ~~2017.~~2018. Underlying gross profit grew 2%7% after adjusting reported results for the ~~net effect of acquisitions and divestitures and the negative~~positive effect of foreign ~~exchange.~~exchange and an estimated net increase in distributor inventories. The increase in underlying gross profit resulted from the same factors that contributed to the increase in underlying net sales and the increase in underlying cost of sales.

~~Gross margin decreased to 67.0% for~~For the nine months ended January 31, ~~2017, down~~2018, gross margin increased approximately ~~210 basis~~0.2 percentage points to 67.2%, from ~~69.1%~~67.0% in the same period last year driven ~~primarily~~ by ~~(a)~~favorable price/mix and the loss of lower margin net ~~effect of acquisitions~~sales related to our TSA for Southern Comfort and ~~divestitures, (b) the negative effect of foreign exchange, and (c)~~Tuaca, partially offset by an increase in underlying cost of ~~sales, partially offset by favorable price and mix.~~sales.

ADVERTISING EXPENSES
Percentage change versus the prior year period ended January 31 3 Months 9 Months
Change in reported advertising (4 %) (8 %)
Acquisitions and divestitures 11 % 10 %
Foreign exchange 3 % 2 %
Change in underlying advertising 10 % 4 %
Note: Totals may differ due to rounding

Operating Expenses

Percentage change versus the prior year period ended January 31
3 Months	Reported		Acquisitions & Divestitures		Foreign Exchange		Underlying
Advertising	11	%	—	%	(5	%)	6	%
SG&A	7	%	—	%	(3	%)	4	%
Other expense (income), net	153	%	—	%	(123	%)	30	%
Total	8	%	—	%	(3	%)	4	%

9 Months
Advertising	8	%	—	%	(2	%)	5	%
SG&A	2	%	—	%	(1	%)	—	%
Other expense (income), net	(11	%)	(8	%)	25	%	6	%
Total	4	%	—	%	(2	%)	2	%
Note: Totals may differ due to rounding

~~Advertising~~Operating expenses ~~of $102~~totaled $283 million ~~decreased $5~~and increased $20 million, or 4%8%, for the three months ended January 31, ~~2017~~2018 compared to the same period last year. Underlying operating expenses grew 4% after adjusting for the negative effect of foreign exchange.

Reported advertising expenses grew 11% for the three months ended January 31, 2018, while underlying advertising expenses ~~increased 10%~~grew 6% after adjusting ~~reported results~~ for the ~~net~~negative effect of ~~acquisitions~~foreign exchange. The increase in the underlying expense was driven by continued investment in the Jack Daniel’s family, including the launch of Jack Daniel’s Tennessee Rye, and ~~divestitures and~~our premium bourbon brands, most notably Woodford Reserve.

Reported SG&A expenses grew 7% for the ~~benefit~~three months ended January 31, 2018, while underlying SG&A grew 4% after adjusting for the negative effect of foreign exchange. The increase in underlying ~~advertising expense~~SG&A was driven by higher ~~spending on JDTW, due in part to the 150th anniversary~~incentive compensation related expenses, partially offset by continued tight management of ~~Jack Daniel’s Distillery, JDTF, and JD RTDs, partially due to new innovations.~~discretionary spending.

Advertising expenses of $291 million decreased $26 million, or 8%, for the nine months ended January 31, 2017 compared to the same period last year. Underlying advertising expenses increased 4% after adjusting reported results for the net effect of acquisitions and divestitures and the benefit of foreign exchange. The net increase in underlying advertising expense was driven by higher spending on JDTW, JD RTDs, Herradura, Coopers’ Craft Bourbon, and JDTF. We reduced advertising expense behind Finlandia.

SELLING, GENERAL, AND ADMINISTRATIVE (SG&A) EXPENSES
Percentage change versus the prior year period ended January 31 3 Months 9 Months
Change in reported SG&A (3 %) (4 %)
Acquisitions and divestitures — % — %
Foreign exchange 1 % 1 %
Change in underlying SG&A (2 %) (2 %)
Note: Totals may differ due to rounding

~~SG&A expenses~~ ~~of $162 million decreased $5 million, or 3%, for~~For the three months ended January 31, ~~2017, while~~2018, operating expenses as a percentage of net sales declined 0.3 percentage points to 32.2%, from 32.5% in the same period last year. Our operating expenses as a percentage of net sales declined as combined underlying ~~SG&A~~operating expenses ~~declined 2% after adjusting reported results for the favorable effect of foreign exchange.~~grew at a slower rate than underlying net sales.

~~SG&A~~Operating expenses ~~of $488~~ totaled $796 million ~~decreased $19~~and increased $33 million, or 4%, for the nine months ended January 31, ~~2017,~~2018 compared to the same period last year. Underlying operating expenses grew 2% after adjusting for the negative effect of foreign exchange.

Reported advertising expenses grew 8% for the nine months ended January 31, 2018, while underlying advertising expenses grew 5% after adjusting for the negative effect of foreign exchange. Underlying advertising expense increased as we supported the launch of Jack Daniel’s Tennessee Rye and Slane Irish Whiskey, and continued investing in (a) the Jack Daniel's family, (b) our premium bourbon brands, and (c) our tequila brands, most notably Herradura.

Reported SG&A expenses increased 2% for the nine months ended January 31, 2018, while underlying SG&A expenses ~~declined 2%~~were flat after adjusting ~~reported results~~ for the ~~favorable~~negative effect of foreign exchange. ~~The decrease~~Underlying SG&A expenses were driven by lower pension expense and continued tight management of discretionary spending, offset by higher incentive compensation related expenses and personnel costs, driven in ~~underlying SG&A for both~~part by investments in our new Spain distribution operation.

For the ~~three and~~ nine months ended January 31, ~~2017 was~~2018, operating expenses as a percentage of net sales declined 1.5 percentage points to 31.7%, from 33.2% in the same period last year. Our operating expenses as a percentage of net sales declined as combined underlying operating expenses grew at a slower rate than underlying net sales driven by ~~lower compensation related expenses and tight management of discretionary spending. Looking ahead to the remainder of fiscal 2017, we expect that~~flat year-over-year SG&A ~~will increase in the low single digits.~~

spend.

OPERATING INCOME
Operating Income					Operating Income

Percentage change versus the prior year period ended January 31	3 Months		9 Months		3 Months		9 Months
Change in reported operating income	(2	%)	(4	%)	11	%	15	%
Acquisitions and divestitures	6	%	6	%	—	%	—	%
Foreign exchange	2	%	3	%	(7	%)	(1	%)
Estimated net change in distributor inventories	(3	%)	—	%	2	%	(2	%)
Change in underlying operating income	3	%	5	%	5	%	11	%
Note: Totals may differ due to rounding

Operating income of ~~$273~~$304 million ~~decreased $5~~increased $31 million, or 2%11%, for the three months ended January 31, ~~2017~~2018 compared to the same period last year. Underlying operating income grew 3%5% after adjusting for ~~(a)~~ the ~~net effect of acquisitions and divestitures, (b) the negative~~positive effect of foreign exchange and ~~(c) the~~an estimated net ~~change~~decrease in distributor inventories. The same factors that contributed to the growth in underlying gross profit also contributed to the growth in underlying operating ~~income. In addition, a reduction in underlying SG&A expenses also contributed to the growth in underlying operating~~ income, ~~partially offset by~~while an increase in total underlying ~~advertising expenses.~~operating expenses partially offset these gains.

~~Operating margin declined 60 basis points to 33.8% for~~For the three months ended January 31, ~~2017~~2018, operating margin increased 0.8 percentage points to 34.6%, from ~~34.4%~~33.8% in the same period last year. The ~~decrease~~increase in our operating margin was driven by ~~(a) the net effect of acquisitions and divestitures, (b) an increase in underlying advertising expenses, (c) the negative effect of~~ foreign exchange and ~~(d) the decline in gross profit, partially offset by~~operating expense leverage as combined operating expenses grew at a ~~reduction in~~slower rate than underlying ~~SG&A spend.~~net sales.

Operating income of ~~$778~~$894 million ~~decreased $29~~increased $116 million, or 4%15%, for the nine months ended January 31, ~~2017~~2018 compared to the same period last year. Underlying operating income grew 5%11% after adjusting for the ~~net effect of acquisitions and divestitures and the negative~~positive effect of foreign ~~exchange.~~exchange and an estimated net increase in distributor inventories. The same factors that contributed to the growth in underlying gross profit also contributed to the growth in underlying operating ~~income. A reduction in underlying SG&A expenses also contributed to the increase in underlying operating income. This was partially offset by~~income, while an increase in total underlying ~~advertising expenses.~~operating expenses partially offset these gains.

Operating margin ~~declined 40 basis~~increased 1.7 percentage points to ~~33.8%~~35.5% for the nine months ended January 31, ~~2017~~2018 from ~~34.2%~~33.8% in the same period last year. The ~~decrease~~increase in our operating margin was ~~primarily due~~driven by operating expense leverage as underlying SG&A spend was flat year-over-year and underlying advertising expenses grew 5% compared to ~~(a) the~~underlying net ~~effect~~sales growth of ~~acquisitions and divestitures, (b) the decline in gross profit, and (c) the negative effect of foreign exchange, partially offset by a reduction in SG&A spend.~~7%.

Effective Tax Rate

For the period ended January 31	3 Months					9 Months
Prior year effective tax rate				29.4	%				28.7	%
Change in effective tax rate - before impact of Tax Act				(2.9	%)				(2.9	%)
Tax Act
Repatriation tax on overseas earnings	$	91				$	91
Re-measurement of U.S. deferred tax assets and liabilities	(48		)			(48		)
Net tax rate reduction	(20		)			(20		)
Total Tax Act effect	$	23		7.9	%	$	23		2.7	%
Current year effective tax rate				34.4	%				28.5	%
Note: Totals may differ due to rounding

The effective tax rate in the three months ended January 31, ~~2017~~2018 was ~~29.4%~~34.4% compared to ~~28.8%~~29.4% for the same period last year. The increase in our effective tax rate was primarily driven by the net impact of the Tax Act, partially offset by an increase in ~~foreign exchange gains in non-U.S. entities that are currently subject to U.S.~~the excess tax ~~and a decrease in the beneficial impact of foreign earnings at lower rates, partially offset by a decrease in tax expense~~benefits related to ~~discrete items.~~stock-based compensation.

The effective tax rate in the nine months ended January 31, ~~2017~~2018 was ~~28.7%~~28.5% compared to ~~29.5%~~28.7% for the same period last year. The decrease in our effective tax rate was primarily driven by a decrease in ~~tax expense related to discrete items, partially offset by an increase in~~ foreign exchange gains in non-U.S. entities that are currently subject to U.S. ~~tax.~~tax and an increase in excess tax benefits related to stock-based compensation, partially offset by the net impact of the Tax Act.

Diluted earnings per share of ~~$0.47~~$0.39 in the three months ended January 31, ~~2017~~2018 increased 1%4% from the ~~$0.47 reported for the same period last year. Diluted earnings per share of $1.34 in the nine months ended January 31, 2017 increased 1% from the $1.33~~$0.38 reported for the same period last year. The increase in diluted earnings per share for the ~~nine-month~~three months ended January 31, 2018 resulted from an increase in reported operating income, offset by the negative effect of a higher effective tax rate. Diluted earnings per share of $1.25 in the nine months ended January 31, 2018 increased 17% from the $1.07 reported for the same period last year. The increase in diluted earnings per share for the nine months ended January 31, 2018 resulted from an increase in reported operating income and a reduction in shares ~~outstanding due to share repurchases and the benefit of a lower tax rate, partially offset by lower reported operating income and higher interest expenses.~~outstanding.

Liquidity and Financial Condition

Cash flows. Cash and cash equivalents ~~decreased $66~~increased $105 million during the nine months ended January 31, ~~2017,~~2018, compared to a decrease of ~~$53~~$66 million during the same period last year. Cash provided by operations of ~~$445~~$562 million was ~~down $3~~up $117 million from the same period last year, reflecting ~~lower~~higher earnings ~~offset partially by~~and a ~~smaller~~lower seasonal increase in working capital. Cash used for investing activities was ~~$380~~$101 million during the nine months ended January 31, ~~2017,~~2018, compared to ~~$90~~$380 million for the same ~~prior-year period.~~period last year. The ~~$290~~$279 million ~~increase~~decrease largely reflects $307 million in cash paid to acquire BenRiach ~~(see Note 14 to the accompanying financial statements),~~in June 2016, partially offset by a ~~$17~~$29 million ~~decline~~increase in capital ~~spending.~~spending during the current nine-month period. The increase in capital spending is largely attributable to the construction of new distilleries and homeplaces for both Slane Irish Whiskey and Old Forester and to the modernization and automation of our Brown-Forman Cooperage operation.

Cash used for financing activities was ~~$111~~$380 million during the nine months ended January 31, ~~2017,~~2018, compared to ~~$400~~$111 million ~~during~~for the same period last year. The ~~$289~~$269 million increase largely reflects a $717 million decrease in ~~cash used for financing activities largely reflects~~proceeds from long-term debt issuance and the repayment of $250 million of notes that matured in January 2018, partially offset by a ~~$477~~$560 million decline in share repurchases and a $135 million increase in net proceeds from ~~long-term debt and a $201 million decrease in share repurchases, partially offset by a $343 million decline in net proceeds from~~ short-term ~~borrowings and the payment of $30 million in November 2016 to settle an~~borrowings.

~~obligation related to our acquisition of BenRiach.~~ The impact on cash and cash equivalents as a result of exchange rate changes was ~~a decline~~an increase of ~~$20~~$24 million for the nine months ended January 31, ~~2017,~~2018, compared to a decline of ~~$11~~$20 million for the same period last year.

Liquidity. We continue to ~~maintain sufficient~~manage liquidity conservatively to meet current obligations, fund capital expenditures, ~~pay~~sustain and grow our dividends, and ~~continue share repurchases~~repurchase shares from time to time while reserving adequate debt capacity for acquisition opportunities.

In addition to our cash and cash equivalent balances, we have access to several liquidity sources to supplement our cash flow from operations. One of those sources is our ~~$1.2 billion~~$800 million commercial paper program that we regularly use to fund our short-term credit ~~needs.~~needs and to maintain our access to the capital markets. During the three months ended January 31, ~~2017,~~2018, our commercial paper borrowings averaged ~~$566~~$536 million, with an average maturity of 2735 days and an average interest rate of ~~0.73%~~1.43%. During the nine months ended January 31, ~~2017,~~2018, our commercial paper borrowings averaged ~~$601~~$508 million, with an average maturity of 3331 days and an average interest rate of ~~0.64%~~1.31%. Commercial paper outstanding was ~~$269~~$208 million at April 30, ~~2016,~~2017, and ~~$307~~$320 million at January 31, ~~2017.~~2018.

~~Our~~

On November 10, 2017, we entered an amended and restated five-year credit agreement with various U.S. and international banks. The credit agreement provides an $800 million unsecured revolving credit commitment that expires on November 10, 2022. This agreement amended and restated our previous credit agreement dated November 18, 2011. The new agreement does not contain any financial covenants.

The $800 million revolving credit facility is currently undrawn and supports our commercial paper program is supported by available commitments under our currently undrawn $800 million bank credit facility that matures on November 20, 2018, and our currently undrawn $400 million 364-day credit facility that matures on May 5, 2017. Further, we believe that the markets for investment-grade bonds and private placements are accessible sources of long-term financing that could meet any additional liquidity needs.program. Although unlikely, under extreme market conditions, one or more participating banks may not be able to fully fund its commitments under our credit facility.

The debt capital markets for bonds and private placements are accessible sources of long-term financing that could meet any additional liquidity needs. We believe our current liquidity position is sufficient to meet all of our future financial commitments. We have high credit standards when initiating transactions with counterparties, and we closely monitor our counterparty risks with respect to our cash balances and derivative contracts. If a counterparty’s credit quality were to deteriorate below our credit standards, we would expect either to liquidate exposures or require the counterparty to post appropriate collateral.

As of January 31, ~~2017, we had total~~2018, approximately 78% of our cash and cash equivalents ~~of $197 million. Of this amount, $164 million was~~were held by our foreign subsidiaries whose earnings we expect to reinvest indefinitely outside of the United States. ~~We do not expect to need~~With the ~~cash generated by those foreign subsidiaries to fund~~enactment of the Tax Act, we are evaluating our ~~domestic operations. In the unforeseen event that we were to repatriate cash from those foreign subsidiaries, we would be required to provide for~~global working capital requirements and ~~pay U.S. taxes on permanently repatriated earnings.~~may change our current permanent reinvestment assertion in future periods.

As announced on January ~~24, 2017,~~23, 2018, our Board of Directors has approved a number of capital deployment actions aimed at benefiting shareholders, employees, and the community. As further described below, these actions include a stock split and a special dividend. Additionally, U.S. tax reform afforded us an opportunity to tax-efficiently fund our pension plan and charitable giving programs that would have otherwise been funded in future years. We anticipate funding these actions with incremental debt.

The stock split was effected in the form of a dividend on both Class A and Class B common stock, payable in shares of Class B common stock. For every four shares of either Class A or Class B common stock held, shareholders of record as of the close of business on February 7, 2018, received one share of Class B common stock, with any fractional shares payable in cash. The additional shares and cash for fractional shares were distributed to stockholders on February 28, 2018.

In addition, the Board declared a special cash dividend of $1.00 per share on our Class A and Class B common stock. Stockholders of record on April 2, 2018, will receive the special cash dividend on April 23, 2018. This equates to roughly $480 million after the implementation of the stock split.

The Board also approved additional funding of $120 million for our pension plan, further strengthening an important employee retirement benefit. Further, with the goal of helping to fund our ongoing philanthropic endeavors in the communities where our employees live and work, we intend to create a foundation with a contribution of $60-$70 million in our fourth quarter. The charitable foundation is expected to partially reduce ongoing expenses related to our annual giving programs.

As also announced on January 23, 2018, our Board of Directors declared a regular quarterly cash dividend of $0.158 per share on our Class A and Class B common stock, ~~of $0.1825 per share.~~which took into account the five-for-four stock split. Stockholders of record on March ~~6, 2017,~~5, 2018 will receive the quarterly cash dividend on April ~~3, 2017.~~

We believe our current liquidity position is strong and sufficient to meet all of our future financial commitments. A quantitative covenant of our $800 million bank credit facility requires the ratio of consolidated EBITDA (as defined in the agreement) to consolidated interest expense to be at least 3 to 1. As of January 31, 2017, with a ratio of 19 to 1, we were well within the covenant’s parameters. The $400 million 364-day credit facility has no quantitative covenant requirement.2, 2018.

~~Share repurchases~~. As announced on January 28, 2016, our Board of Directors authorized the repurchase of up to $1 billion of our outstanding Class A and Class B common shares from April 1, 2016, through March 31, 2017, subject to market and other conditions. We may repurchase those shares in open market purchases, block transactions, or privately negotiated transactions in accordance with applicable federal securities laws. We can modify, suspend, or terminate this repurchase program at any time without prior notice. As of January 31, 2017, we have repurchased a total of 14,159,578 shares under this program for approximately $670 million, leaving approximately $330 million available for additional repurchases through March 31, 2017. The results of this share repurchase program are summarized in the following table.

Shares Purchased Average Price Per Share, Including Brokerage Commissions Total Cost of Shares
Period Class A Class B Class A Class B (Millions)
April 1, 2016 – April 30, 2016 —
2,330,026
$ —
$ 47.85
$ 111
May 1, 2016 – July 31, 2016 —
4,107,440
$ —
$ 48.36
$ 199
August 1, 2016 – October 31, 2016 25,409
5,121,338
$ 48.76
$ 46.96
$ 242
November 1, 2016 – January 31, 2017 4,903
2,570,462
$ 46.90
$ 45.76
$ 118
30,312
14,129,266
$ 48.46
$ 47.30
$ 670

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks arising from adverse changes in (a) foreign exchange rates, (b) commodity prices affecting the cost of our raw materials and energy, and (c) interest rates. We try to manage risk through a variety of strategies, including production initiatives and hedging strategies. Our foreign currency hedging contracts are subject to changes in exchange rates, our commodity forward purchase contracts are subject to changes in commodity prices, and some of our debt obligations are subject to changes in interest rates. Established procedures and internal processes govern the management of these market risks. Since April 30, ~~2016,~~2017, there have been no material changes to the disclosure on this matter made in our ~~2016~~2017 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 (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:~~procedures 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 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.

PART II - OTHER INFORMATION

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 currently pending suits 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 Quarterly Report, you should carefully consider the risks and uncertainties discussed in Part I, Item 1A. Risk Factors in our ~~2016~~2017 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 ~~2016~~2017 Form 10-K.

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

~~The following table provides information about shares of our common stock that we acquired during the quarter ended January 31, 2017:~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
November 1, 2016 – November 30, 2016 1,626,943
$ 45.96
1,626,943
$ 373,400,000
December 1, 2016 – December 31, 2016 948,422
$ 45.43
948,422
$ 330,300,000
January 1, 2017 – January 31, 2017 —
$ —
—
$ 330,300,000
Total 2,575,365
$ 45.76
2,575,365

~~Note: Our Class A and Class common shares were split on a two-for-one basis during August 2016. The share and per share amounts in this table are presented on a split-adjusted basis.~~

As announced on January 28, 2016, our Board of Directors authorized the repurchase of up to $1 billion of our outstanding Class A and Class B common shares from April 1, 2016, through March 31, 2017, subject to market and other conditions. The shares presented in the above table were acquired as part of this repurchase program.None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The following documents are filed with this Report:



10.1		Five-Year Credit Agreement, dated as of November 10, 2017, among Brown-Forman Corporation, certain borrowing subsidiaries and certain lenders party thereto, JPMorgan Chase Bank, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents, U.S. Bank National Association, as Administrative Agent, and U.S. Bank National Association, Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc., as Co-Syndication Agents, Joint Lead Arrangers and Joint Bookrunners, incorporated into this report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on November 13, 2017 (File No.001-00123).
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, ~~2017,~~2018, formatted in XBRL (eXtensible Business Reporting Language): (a) Condensed Consolidated Statements of Operations, (b) Condensed Consolidated Statements of Comprehensive Income, (c) Condensed Consolidated Balance Sheets, (d) Condensed Consolidated Statements of Cash Flows, and (e) Notes to the Condensed Consolidated Financial Statements.

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.



		BROWN-FORMAN CORPORATION
		(Registrant)

Date:	March 7, ~~2017~~2018	By:	/s/ Jane C. Morreau
			Jane C. Morreau
			Executive Vice President and Chief Financial Officer
			(On behalf of the Registrant and as Principal Financial Officer)

3637



(Dollars in millions)	Level 1		Level 2		Level 3		Total
April 30, 2016:
Assets:
Currency derivatives	$	—	$	19	$	—	$	19
Liabilities:
Currency derivatives	—		10		—		10
Short-term borrowings	—		271		—		271
Long-term debt	—		1,293		—		1,293
January 31, 2017:
Assets:
Currency derivatives	—		42		—		42
Liabilities:
Currency derivatives	—		11		—		11
Short-term borrowings	—		308		—		308
Current portion of long-term debt	—		249		—		249
Long-term debt	—		1,686		—		1,686



	April 30, 2016				January 31, 2017
	Carrying		Fair		Carrying		Fair
(Dollars in millions)	Amount		Value		Amount		Value
Assets:
Cash and cash equivalents	$	263	$	263	$	197	$	197
Currency derivatives	19		19		42		42
Liabilities:
Currency derivatives	10		10		11		11
Short-term borrowings	271		271		308		308
Current portion of long-term debt	—		—		249		249
Long-term debt	1,230		1,293		1,669		1,686



(Dollars in millions)	June 1, 2016
Accounts receivable	$	11
Inventories	159
Other current assets	1
Property, plant, and equipment	19
Goodwill	182
Trademarks and brand names	65
Total assets	437

Accounts payable and accrued expenses	12
Short-term borrowings	59
Deferred tax liabilities	25
Total liabilities	96

Net assets acquired	$	341



	Shares Purchased		Average Price Per Share, Including Brokerage Commissions				Total Cost of Shares
Period	Class A	Class B	Class A		Class B		(Millions)
April 1, 2016 – April 30, 2016	—	2,330,026	$	—	$	47.85	$	111
May 1, 2016 – July 31, 2016	—	4,107,440	$	—	$	48.36	$	199
August 1, 2016 – October 31, 2016	25,409	5,121,338	$	48.76	$	46.96	$	242
November 1, 2016 – January 31, 2017	4,903	2,570,462	$	46.90	$	45.76	$	118
	30,312	14,129,266	$	48.46	$	47.30	$	670



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs
November 1, 2016 – November 30, 2016	1,626,943	$	45.96	1,626,943	$	373,400,000
December 1, 2016 – December 31, 2016	948,422	$	45.43	948,422	$	330,300,000
January 1, 2017 – January 31, 2017	—	$	—	—	$	330,300,000
Total	2,575,365	$	45.76	2,575,365