United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JANUARY 31, 2000
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File No. 1-123
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 |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: March 1, 2000
Class A Common Stock ($.15 par value, voting) 28,988,091
Class B Common Stock ($.15 par value, nonvoting) 39,522,569
<PAGE>
BROWN-FORMAN CORPORATION
Index to Quarterly Report Form 10-Q
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
Condensed Consolidated Statement of Income
Three months ended January 31, 1999 and 2000 3
Nine months ended January 31, 1999 and 2000 3
Condensed Consolidated Balance Sheet
April 30, 1999 and January 31, 2000 4
Condensed Consolidated Statement of Cash Flows
Nine months ended January 31, 1999 and 2000 5
Notes to the Condensed Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Dollars in millions, except per share amounts)
Three Months Ended Nine Months Ended
January 31, January 31,
1999 2000 1999 2000
------- ------- -------- --------
Net sales $ 516.7 $ 558.1 $1,530.8 $1,638.4
Excise taxes 60.7 62.9 189.1 191.6
Cost of sales 194.8 210.6 564.4 607.6
------- ------- -------- --------
Gross profit 261.2 284.6 777.3 839.2
Advertising expenses 72.4 76.0 205.9 219.2
Selling, general, and
administrative expenses 110.3 121.5 325.2 354.2
------- ------- -------- --------
Operating income 78.5 87.1 246.2 265.8
Interest income 1.7 2.6 4.2 7.3
Interest expense 2.5 3.4 8.2 11.5
------- ------- -------- --------
Income before income taxes 77.7 86.3 242.2 261.6
Taxes on income 28.4 31.5 88.4 95.5
------- ------- -------- --------
Net income 49.3 54.8 153.8 166.1
Less: Preferred stock
dividend requirements -- -- 0.2 --
Preferred stock
redemption premium -- -- 0.3 --
------- ------- -------- --------
Net income applicable
to common stock $ 49.3 $ 54.8 $ 153.3 $ 166.1
======= ======= ======== ========
Earnings per share
- Basic and Diluted $ 0.72 $ 0.80 $ 2.23 $ 2.42
======= ======= ======== ========
Shares (in thousands) used in the
calculation of earnings per share
- Basic 68,560 68,510 68,632 68,509
- Diluted 68,677 68,573 68,716 68,585
Cash dividends declared
per common share $ 0.295 $ 0.31 $ 0.855 $ 0.90
======= ======= ======== ========
See notes to the condensed consolidated financial statements.
3
<PAGE>
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in millions)
April 30, January 31,
1999 2000
(Unaudited)
-------- --------
Assets
- ------
Cash and cash equivalents $ 171.2 $ 121.3
Short-term investments -- 62.5
Accounts receivable, net 273.8 252.5
Inventories:
Barreled whiskey 190.6 191.1
Finished goods 189.1 190.3
Work in process 89.3 91.6
Raw materials and supplies 55.9 48.6
-------- --------
Total inventories 524.9 521.6
Other current assets 29.4 33.6
-------- --------
Total current assets 999.3 991.5
Property, plant and equipment, net 348.0 363.8
Intangible assets, net 264.2 260.4
Other assets 123.9 131.9
-------- --------
Total assets $1,735.4 $1,747.6
======== ========
Liabilities
- -----------
Commercial paper $ 226.6 $ 160.6
Accounts payable and accrued expenses 242.3 277.1
Dividends payable -- 21.2
Current portion of long-term debt 17.8 0.2
Deferred income taxes 30.4 30.4
-------- --------
Total current liabilities 517.1 489.5
Long-term debt 52.9 47.3
Deferred income taxes 137.2 96.6
Accrued postretirement benefits 56.7 59.1
Other liabilities and deferred income 54.0 54.8
-------- --------
Total liabilities 817.9 747.3
Stockholders' Equity
- --------------------
Common stock 10.3 10.3
Retained earnings 945.0 1,028.5
Cumulative translation adjustment (8.0) (9.0)
Treasury stock (490,000 and 485,578 Class B
common shares at April 30 and January 31,
respectively) (29.8) (29.5)
-------- --------
Total stockholders' equity 917.5 1,000.3
-------- --------
Total liabilities and stockholders' equity $1,735.4 $1,747.6
======== ========
Note: The balance sheet at April 30, 1999, has been taken from the audited
financial statements at that date, and condensed.
See notes to the condensed consolidated financial statements.
4
<PAGE>
BROWN-FORMAN CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(In millions; amounts in parentheses are reductions of cash)
Nine Months Ended
January 31,
1999 2000
------- -------
Cash flows from operating activities:
Net income $ 153.8 $ 166.1
Adjustments to reconcile net income to net
cash provided by (used for) operations:
Depreciation 34.0 37.2
Amortization 7.0 7.6
Deferred income taxes (26.0) (33.9)
Other 1.8 (5.5)
Changes in assets and liabilities:
Accounts receivable 33.3 21.3
Inventories (22.1) 0.5
Other current assets 0.9 (4.2)
Accounts payable and accrued expenses (14.9) 34.8
Accrued taxes on income (1.1) 0.5
------- -------
Cash provided by operating activities 166.7 224.4
Cash flows from investing activities:
Additions to property, plant, and equipment (30.8) (48.9)
Net purchases of short-term investments -- (62.5)
Other (11.6) (11.0)
------- -------
Cash used for investing activities (42.4) (122.4)
Cash flows from financing activities:
Net change in commercial paper 12.5 (66.0)
Reduction of long-term debt (7.4) (24.2)
Acquisition of treasury stock (12.3) --
Redemption of preferred stock (12.1) --
Dividends paid (58.9) (61.7)
------- -------
Cash used for financing activities (78.2) (151.9)
------- -------
Net increase (decrease) in
cash and cash equivalents 46.1 (49.9)
Cash and cash equivalents, beginning of period 78.3 171.2
------- -------
Cash and cash equivalents, end of period $ 124.4 $ 121.3
======= =======
See notes to the condensed consolidated financial statements.
5
<PAGE>
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 these unaudited condensed consolidated statements using our
customary accounting practices as set out in our 1999 annual report on Form 10-K
(the "1999 Annual Report"). We made all of the adjustments (which includes only
normal, recurring adjustments) needed to present this data fairly.
We condensed or left out some of the information found in financial statements
prepared according to generally accepted accounting principles ("GAAP"). You
should read these financial statements together with the 1999 Annual Report,
which does conform to GAAP.
2. Short-term Investments
Short-term investments are those with maturities of less than one year, but
greater than three months, when purchased. These investments are readily
convertible to cash and are stated at cost, which approximates fair value.
3. Inventories
We use the last-in, first-out method to determine the cost of almost all of our
inventories. If the last-in, first-out method had not been used, inventories
would have been $110.1 million higher than reported as of April 30, 1999, and
$114.8 million higher than reported as of January 31, 2000.
4. Environmental
Along with other responsible parties, we face environmental claims resulting
from the cleanup of several waste deposit sites. We have accrued our estimated
portion of cleanup costs. We expect either the other responsible parties or
insurance to cover the remaining costs. We do not believe that any additional
costs we incur to satisfy environmental claims will have a material adverse
effect on our financial condition or results of operations.
5. Contingencies
We get sued in the ordinary course of business. Some suits and claims seek
significant damages. Many of them take years to resolve, which makes it
difficult for us to predict their outcomes. We believe, based on our legal
counsel's advice, that none of the suits and claims pending against us will have
a material adverse effect on our financial condition or results of operations.
6
<PAGE>
6. Earnings Per Share
Basic earnings per share is calculated using net income reduced by dividend
requirements on any outstanding preferred stock, divided by the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is calculated in the same manner, except that the denominator also
includes additional common shares that would have been issued if outstanding
stock options had been exercised during the period. The dilutive effect of
outstanding stock options is determined by application of the treasury stock
method.
7. Business Segment Information
(Dollars in millions)
Three Months Ended Nine Months Ended
January 31, January 31,
1999 2000 1999 2000
------ ------ -------- --------
Net sales:
Wine and spirits $365.2 $393.8 $1,092.0 $1,177.8
Consumer durables 151.5 164.3 438.8 460.6
------ ------ -------- --------
Consolidated net sales $516.7 $558.1 $1,530.8 $1,638.4
====== ====== ======== ========
Operating income:
Wine and spirits $ 64.1 $ 74.0 $ 210.2 $ 225.7
Consumer durables 14.4 13.1 36.0 40.1
------ ------ -------- --------
78.5 87.1 246.2 265.8
Interest expense, net 0.8 0.8 4.0 4.2
------ ------ -------- --------
Consolidated income
before income taxes $ 77.7 $ 86.3 $ 242.2 $ 261.6
====== ====== ======== ========
8. Comprehensive Income
Comprehensive income, which is defined as the change in equity from transactions
and other events from nonowner sources, was as follows:
(Dollars in millions)
Three Months Ended Nine Months Ended
January 31, January 31,
1999 2000 1999 2000
------ ------ ------ ------
Net income $ 49.3 $ 54.8 $153.8 $166.1
Foreign currency translation
adjustment (0.7) (1.1) 4.3 (1.0)
------ ------ ------ ------
Comprehensive income $ 48.6 $ 53.7 $158.1 $165.1
====== ====== ====== ======
9. Reclassifications
Certain prior year amounts have been reclassified to conform with the current
year presentation.
7
<PAGE>
10. New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities."
Statement No. 133 requires that all derivatives be measured at fair value and
recognized in the balance sheet as either assets or liabilities. Statement No.
133 also requires that changes in a derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement and requires
formal documentation, designation, and assessment of the effectiveness of
derivatives that receive hedge accounting.
In June 1999, the FASB issued Statement No. 137, "Accounting for Derivative
Instruments and Hedging Activities -- Deferral of the Effective Date of FASB
Statement No. 133," which makes Statement No. 133 effective for fiscal years
beginning after June 15, 2000. We plan to adopt Statement No. 133 as of May 1,
2001. The adoption is not expected to have a material impact on our consolidated
financial statements.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
You should read the following discussion and analysis along with our 1999 Annual
Report. Note that the results of operations for the nine months ended
January 31, 2000, 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.
Risk Factors Affecting Forward-Looking Statements:
From time to time, we may make forward-looking statements related to our
anticipated financial performance, business prospects, new products, and similar
matters. We make several such statements in the discussion and analysis which
follows, but we do not guarantee that the results indicated will actually be
achieved.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. To comply with the terms of the safe harbor, we note
that the following non-exclusive list of important risk factors could cause our
actual results and experience to differ materially from the anticipated results
or other expectations expressed in those forward-looking statements:
Generally: We operate in highly competitive markets. Our business is subject to
changes in general economic conditions, changes in consumer preferences, the
degree of acceptance of new products, and the uncertainties of litigation. As
our business continues to expand outside the United States, our financial
results are more exposed to foreign exchange rate fluctuations and the health of
foreign economies.
Beverage Risk Factors: The U.S. beverage alcohol business is highly sensitive to
tax increases; an increase in the federal excise tax (which we do not anticipate
at this time) would depress our domestic beverage business. Our current outlook
for our domestic beverage business anticipates continued success of Jack
Daniel's Tennessee Whiskey, Southern Comfort, and our other core spirits brands.
Current expectations for our foreign beverage business could prove to be
optimistic if the U.S. dollar strengthens against other currencies or if
economic conditions deteriorate in the principal countries to which we export
our beverage products, including Germany, the United Kingdom, Japan, and
Australia. The wine and spirits business, both in the United States and abroad,
is also sensitive to political and social trends. Legal or regulatory measures
against beverage alcohol (including its advertising and promotion) could
adversely affect sales. Product liability litigation against the alcohol
industry, while not currently a major risk factor, could become significant if
new lawsuits were filed against alcohol manufacturers. Current expectations for
our global beverage business may not be met if consumption trends do not
continue to increase. Profits could also be affected if grain or grape prices
increase.
9
<PAGE>
Consumer Durables Risk Factors: Earnings projections for our consumer durables
segment anticipate a continued strengthening of our Lenox and Hartmann
businesses. These projections could be offset by factors such as poor consumer
response to direct mail, a soft retail environment at outlet malls, further
department store consolidation, or weakened demand for tableware, giftware
and/or leather goods.
Results of Operations:
Third Quarter Fiscal 2000 Compared to Third Quarter Fiscal 1999
Here is a summary of our operating performance (expressed in millions,
except percentages and per share amounts):
Three Months Ended
January 31,
1999 2000 Change
------ ------ ------
Net Sales:
Wine & Spirits $365.2 $393.8 8 %
Consumer Durables 151.5 164.3 8 %
------ ------
Total $516.7 $558.1 8 %
Gross Profit:
Wine & Spirits $186.3 $203.9 9 %
Consumer Durables 74.9 80.7 8 %
------ ------
Total $261.2 $284.6 9 %
Operating Income:
Wine & Spirits $ 64.1 $ 74.0 15 %
Consumer Durables 14.4 13.1 (9 %)
------ ------
Total $ 78.5 $ 87.1 11 %
Net Income $ 49.3 $ 54.8 11 %
Earnings per Share - Basic and Diluted $ 0.72 $ 0.80 11 %
Effective Tax Rate 36.5% 36.5%
Sales and gross profit for our wine and spirits segment increased 8% and 9%,
respectively, for the quarter. These increases were driven primarily by strong
worldwide growth of Jack Daniel's, as well as U.S. growth for Fetzer and Bolla
wines and Finlandia Vodka. Advertising and other operating expenses increased at
a slower rate than sales and gross profit, resulting in a 15% gain in operating
income for the quarter.
Revenues and gross profit from our consumer durables segment increased 8% for
the quarter. This growth was driven by improvement across essentially all
channels of distribution, including department stores, direct mail and the
company's retail operations. Operating income declined 9%, however, as the
improvement in sales and gross profit was more than offset by increased
advertising and other investments expected to accelerate earnings growth in
future periods.
10
<PAGE>
Results of Operations:
Nine Months Fiscal 2000 Compared to Nine Months Fiscal 1999
Here is a summary of our operating performance (expressed in millions,
except percentages and per share amounts):
Nine Months Ended
January 31,
1999 2000 Change
-------- -------- ------
Net Sales:
Wine & Spirits $1,092.0 $1,177.8 8 %
Consumer Durables 438.8 460.6 5 %
-------- --------
Total $1,530.8 $1,638.4 7 %
Gross Profit:
Wine & Spirits $ 557.8 $ 610.5 9 %
Consumer Durables 219.5 228.7 4 %
-------- --------
Total $ 777.3 $ 839.2 8 %
Operating Income:
Wine & Spirits $ 210.2 $ 225.7 7 %
Consumer Durables 36.0 40.1 12 %
-------- --------
Total $ 246.2 $ 265.8 8 %
Net Income $ 153.8 $ 166.1 8 %
Earnings per Share - Basic and Diluted $ 2.23 $ 2.42 9 %
Effective Tax Rate 36.5% 36.5%
Sales and gross profit for the wine and spirits segment increased 8% and 9%,
respectively, led by solid growth of Jack Daniel's, Korbel Champagne, Fetzer and
Finlandia. Results were also boosted by the impact of the April 1999 acquisition
of Sonoma-Cutrer Vineyards. Operating income increased 7%, as gross profit gains
were partially offset by brand-building and other investment activities.
Revenues and gross profit from the consumer durables segment increased 5% and
4%, respectively, primarily reflecting increased consumer demand for fine china
dinnerware and crystal in the wholesale channel, as well as strong sales of
collectible products. Operating income grew 12% due to effective management of
costs and the closing of certain unprofitable stores and facilities.
Net interest expense increased slightly from last year, reflecting financing
costs associated with the acquisition of Sonoma-Cutrer Vineyards.
11
<PAGE>
As discussed in Note 10 to the accompanying condensed consolidated financial
statements, we plan to adopt FASB Statement No. 133 as of May 1, 2001. The
adoption is not expected to have a material impact on our consolidated financial
statements.
Liquidity and Financial Condition
Cash and cash equivalents and short-term investments increased by $12.6 million
during the nine months ended January 31, 2000. The increase was generated
primarily by $210.9 million in net income before depreciation and amortization,
offset partially by $90.2 million in debt payments, $61.7 million in dividends
paid, and $48.9 million in expenditures to expand and modernize our production
facilities.
Dividends
On January 27, 2000, the Board of Directors declared a regular quarterly cash
dividend of $0.31 per share on both Class A and Class B common stock, payable
April 1, 2000.
Year 2000 Issue
Because of remediation efforts made over the past two fiscal years, the Year
2000 issue has resulted in no disruptions to our business operations. While we
will continue to monitor our systems for continued Year 2000 compliance and
continue to verify the Year 2000 preparedness of our most important customers
and suppliers, we do not anticipate any significant business disruptions related
to this matter.
The total cost of our Year 2000 remediation efforts was approximately $23
million. Of the total cost, approximately $14 million was attributable to new
systems and thus capitalized. The other $9 million was expensed as incurred. All
costs were funded through operating cash flows. No significant additional costs
related to the Year 2000 issue are anticipated.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Since April 30, 1999, there have been no material changes in the company's
interest rate, foreign currency and commodity price exposures, the types of
derivative financial instruments used to hedge those exposures, or the
underlying market conditions.
12
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
Number Exhibit
------- -------
4(a) Seventh Amendment to the Brown-Forman
Corporation Savings Plan
4(b) Fourth Amendment to the Brown-Forman
Corporation Savings Plan for Collectively-
Bargained Employees
4(c) Fifth Amendment to the Brown-Forman Winery
Operations Savings Plan
4(d) Second Amendment to the Hartmann Employee
Savings and Investment Plan
4(e) Corrective Amendment to the Hartmann Employee
Savings and Investment Plan
4(f) Third Amendment to the Lenox Savings Plan for
Collectively-Bargained Employees
4(g) Fourth Amendment to the Lenox, Incorporated
Employee Savings and Investment Plan
4(h) Sixth Amendment to the Lenox Retail Savings
and Investment Plan
27 Financial Data Schedule
(b) Reports on Form 8-K: None
13
<PAGE>
SIGNATURES
As required by the Securities Exchange Act of 1934, the Registrant has caused
this report to be signed on its behalf by the undersigned authorized officer.
BROWN-FORMAN CORPORATION
(Registrant)
Date: March 6, 2000 By: /s/ Steven B. Ratoff
Steven B. Ratoff
Executive Vice President and
Chief Financial Officer
(On behalf of the Registrant and
as Principal Financial Officer)
14
SEVENTH AMENDMENT
BROWN-FORMAN CORPORATION SAVINGS PLAN
The restated Brown-Forman Corporation Savings Plan was adopted by Brown-Forman
Corporation effective January 1, 1989.
The Plan provides in Article XII that the Plan may be amended by an instrument
in writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Effective for the Plan Year beginning January 1, 2000, the first
paragraph of Section 1.21 of Article I, Year of Service, is amended in its
entirety as follows:
1.21 Year of Service. For purposes of determining eligibility to
participate, a Year of Service is a 12 consecutive month period
(computation period) during which an Employee completes at least 1000 Hours
of Service. To determine Years of Service and Breaks in Service, the
computation period shall begin on the date the Employee first performs an
Hour of Service for the Employer. After the initial computation period,
the computation period shall shift to the Plan Year which includes the
first anniversary of the employment commencement date.
2. Effective for the Plan Year beginning January 1, 2000, Sections 6.02 and
6.03 of Article VI are amended in their entirety as follows:
6.02 Election Request. Elective Contributions for Participants shall
be such amounts as the Participant elects to have contributed on the
Participant's behalf pursuant to a salary reduction Election Request
completed by the Participant and filed with the Employer. In the
alternative, the initial Participant elections may be made by electronic
means, under uniform terms and conditions established by the Plan
Administrator and conveyed to the Participants. Under no circumstances may
an Election Request be adopted retroactively.
6.03 Change of Rate. Participants may change the rate of Elective
Contributions (in accordance with the Election Request form) by notifying
the Employer and the Plan Administrator at least fifteen (15) days prior to
the date such changes in contribution are to take effect, or at any other
time mutually agreeable between the Employer and the Participant, provided
that all Participants under similar circumstances are treated alike.
Participants may also make changes in deferrals by electronic means, under
uniform terms and conditions established by the Plan Administrator and
conveyed to the Participants.
In all other respects, the Brown-Forman Corporation Savings Plan as initially
adopted and subsequently amended shall remain in full force and effect.
IN WITNESS WHEREOF, the Employer has caused this Seventh Amendment to the
Brown-Forman Corporation Savings Plan to be executed by its duly authorized
officer this 20th day of September, 1999, effective as set forth herein.
BROWN-FORMAN CORPORATION
By: /s/ Milton B. Gillis
MILTON B. GILLIS
Vice President
FOURTH AMENDMENT
BROWN-FORMAN CORPORATION SAVINGS PLAN FOR COLLECTIVELY-BARGAINED EMPLOYEES
The Brown-Forman Corporation Savings Plan for Collectively-Bargained Employees
was adopted by Brown-Forman Corporation effective January 1, 1996.
The Plan provides in Article XII that the Plan may be amended by an instrument
in writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Effective for the Plan Year beginning January 1, 2000, Sections 6.02
and 6.03 of Article VI are amended in their entirety as follows:
6.02 Election Request. Elective Contributions for Participants shall
be such amounts as the Participant elects to have contributed on the
Participant's behalf pursuant to a salary reduction Election Request
completed by the Participant and filed with the Employer. In the
alternative, the initial Participant elections may be made by electronic
means, under uniform terms and conditions established by the Plan
Administrator and conveyed to the Participants. Under no circumstances may
an Election Request be adopted retroactively.
6.03 Change of Rate. Participants may change the rate of Elective
Contributions (in accordance with the Election Request form) by notifying
the Employer and the Plan Administrator at least fifteen (15) days prior to
the date such changes in contribution are to take effect, or at any other
time mutually agreeable between the Employer and the Participant, provided
that all Participants under similar circumstances are treated alike.
Participants may also make changes in deferrals by electronic means, under
uniform terms and conditions established by the Plan Administrator and
conveyed to the Participants.
In all other respects, the Brown-Forman Corporation Savings Plan for
Collectively-Bargained Employees as initially adopted and subsequently amended
shall remain in full force and effect.
IN WITNESS WHEREOF, the Employer has caused this Fourth Amendment to the
Brown-Forman Corporation Savings Plan for Collectively-Bargained Employees to be
executed by its duly authorized officer this 20th day of September, 1999,
effective as set forth herein.
BROWN-FORMAN CORPORATION
By: /s/ Milton B. Gillis
MILTON B. GILLIS
Vice President
FIFTH AMENDMENT
BROWN-FORMAN WINERY OPERATIONS SAVINGS PLAN
The restated Fetzer Vineyards Profit Sharing Plan was adopted by Fetzer
Vineyards effective December 1, 1994. By amendment effective May 1, 1999, the
name of the Plan was changed to the Brown-Forman Winery Operations Savings Plan.
The Plan provides in Article XI that the Plan may be amended by an instrument in
writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Effective June 1, 1999, Section 1.17 of Article I is amended in its
entirety as follows:
1.17 Year of Service. For purposes of determining eligibility to
participate, a Year of Service is a 12 consecutive month period
(computation period) during which an Employee completes at least 1000 Hours
of Service. To determine Years of Service and Breaks in Service the
computation period shall begin on the date the Employee first performs an
Hour of Service for the Employer (employment commencement date). After the
initial period, the computation period, the computation period shall shift
to the Plan Year which includes the first anniversary of the employment
commencement date.
For purposes of determining vesting, a Year of Service is equal to
twelve (12) Months of Service, beginning on the date the Employee first
performs an Hour of Service, whether or not the Months of Service are
completed consecutively. To determine the number of whole years of an
individual's period of service, nonsuccessive periods of service are
aggregated and less than whole year periods of service (whether or not
consecutive) are aggregated on the basis that twelve (12) Months of Service
(thirty days are deemed to be a month in the case of the aggregation of
fractional months) or three hundred sixty-five (365) days of service equal
a whole Year of Service. For purposes of vesting, after calculating the
Participant's period of service as provided in this section, the Plan may
disregard any remaining less than whole year, twelve (12) month, or three
hundred sixty-five (365) day period of service. An Employee will receive
credit for the aggregate of all Years of Service commencing with the
Employee's first day of employment and ending on the date a Break in
Service begins.
2. Effective June 1, 1999, Article I is further amended by adding
Section 1.18, 1.19, and 1.20 as follows:
1.18 Elapsed Time. For vesting purposes (except for periods of
service which may be disregarded on account of the "rule of parity"
described in Section 3.07) a Participant will receive credit for the
aggregate of all time period(s) commencing with the Participant's first day
of employment or reemployment and ending on the date a break in service
begins. The first day of employment or reemployment is the first day the
Participant performs an hour of service. A Participant will also receive
credit for any Period of Severance of less than twelve (12) consecutive
months. Fractional periods of a year will be expressed in terms of days.
For purposes of this Section, hour of service shall mean each hour for
which a Participant is paid or entitled to payment for the performance of
duties for the Employer.
For purposes of this Section, a break in service is a Period of
Severance of at least twelve (12) consecutive months.
1.19 Month of Service. For vesting purposes, a calendar month during
any part of which an Employee completes an Hour of Service. However, an
Employee is credited with a Month of Service for each month during the
twelve-month computation period in which the Employee does not incur a
Period of Severance.
1.20 Period of Severance. For vesting purposes, a continuous period
of time during which the individual is not employed by the Employer. Such
period begins on the "Severance from Service Date", which is the date the
individual retires, quits, or is discharged, or if earlier, the twelve (12)
month anniversary of the date on which the individual was otherwise first
absent from work for any reason other than quit, retirement, discharge, or
death, such as vacation, holiday, sickness, disability, authorized leave of
absence, or layoff. The Period of Severance ends on the date the
individual again performs an Hour of Service for the Employer. A Period of
Severance of less than 12 consecutive months shall not be taken into
account.
In the case of an individual who is absent from work for maternity or
paternity reasons, the twelve (12) consecutive month period beginning on
the first anniversary of the first date of the absence does not constitute
a Period of Severance. For such individual, the Period of Severance begins
on the second (2nd) twelve (12) month anniversary of the first day the
individual was absent from work. The period between the first and second
(2nd) anniversaries of the first (1st) day of absence from work is neither
a period of service nor a Period of Severance. For purposes of this
paragraph, an absence from work for maternity or paternity reasons means an
absence (1) by reason of the pregnancy of the individual, (2) by reason of
the birth of a child of the individual, (3) by reason of the placement of a
child with the individual in connection with the adoption of a child by the
individual, or (4) for purposes of caring for a child for a period
beginning immediately following the child's birth or placement.
3. Effective June 1, 1999, Section 3.03 of Article III is amended in its
entirety as follows:
3.03 Period of Service for Vesting Purposes. Service for vesting
purposes is taken into account on the basis of Elapsed Time. For purposes
of this Section, whether service with a business entity (including but not
limited to new entrepreneurial ventures, new divisions, or Affiliated
Employers) created or acquired by the Employer or its Affiliated Employers
that was not a participant in the Prior Plan on January 1, 1990, shall be
deemed to be service with the Employer will be determined by the Executive
Committee of the Board of Directors of Brown-Forman Corporation.
4. Effective June 1, 1999, Section 3.05 of Article III is amended in its
entirety as follows:
3.05 Effect of Break in Service on Vesting.
(a) Reemployment Before Five Consecutive Breaks in Service. If a
terminated Participant is reemployed by the Employer before incurring
five consecutive Breaks in Service (only a single Break in Service
applies, if completed prior to the first day of the first Plan Year in
1985), both pre-break and post-break Years of Service will count in
vesting the Participant's Account balance.
(b) Reemployment of Vested Participant After Five Consecutive Breaks
in Service. If a Participant terminates employment with any vested
benefit and is reemployed after incurring five consecutive Breaks in
Service (only a single Break in Service applies, if completed prior to
the first day of the first Plan Year in 1985), all post-break service
will be disregarded in determining the vested percentage of such
Participant's Account which accrued prior to the break. However, all
Years of Service (both pre-break and post-break) will count for
purposes of vesting the Participant's Account which accrues after the
break.
(c) Reemployment of Non-Vested Participant After Five Consecutive
Breaks in Service. If a Participant terminates employment with no
vested benefit whatsoever and is reemployed after incurring five
consecutive Breaks in Service (only a single Break in Service applies,
if completed prior to the first day of the first Plan Year in 1985),
all service after the break is disregarded in determining the vested
percentage of the Participant's Account that accrued prior to the
break. Further, such Participant's pre-break service counts for
purposes of determining the vested percentage of the Participant's
Account which accrues after the break only if upon reemployment the
number of consecutive Breaks in Service is less than the aggregate
number of pre-break Years of Service.
For purposes of this subsection (c), in computing a Participant's
aggregate Years of Service completed prior to any Break in Service,
Years of Service which were disregarded by reason of any prior Break
in Service shall likewise be disregarded.
Service earned prior to the first day of the first Plan Year in 1985
is disregarded if the minimum participation and minimum vesting rules
then in effect did not require service to be taken into account.
(d) Separate Accounts. If necessary, separate Accounts will be
maintained for amounts derived from Employer contributions made before
and after a Break in Service. Both Accounts will be adjusted by
earnings and losses of the Trust.
5. Section 5.03 of Article V is correctively amended and clarified
effective December 1, 1994, consistent with the prior prototype plan document
from which the Plan was restated, as follows:
5.03 Matching Contribution by Employer. Each Plan Year the Employer
shall contribute to the Trust on a monthly basis a Matching Contribution on
behalf of each Participant receiving an Elective Contribution for the
month. The amount of the Matching Contribution shall be equal to 50% of
the Participant's Elective Contribution for the month; except, however, in
applying the matching percentage only Participant Elective Contributions up
to 5% of Compensation shall be considered. The Matching Contribution shall
be credited to the Matching Account of eligible Participants in accordance
with Section 7.03
6. Effective for the Plan Year beginning January 1, 2000, Sections 6.02
and 6.03 of Article VI are amended in their entirety as follows:
6.02 Election Request. Elective Contributions for Participants shall
be such amounts as the Participant elects to have contributed on the
Participant's behalf pursuant to a salary reduction Election Request
completed by the Participant and filed with the Employer. In the
alternative, the initial Participant elections may be made by electronic
means, under uniform terms and conditions established by the Plan
Administrator and conveyed to the Participants. Under no circumstances may
an Election Request be adopted retroactively.
6.03 Change of Rate. Participants may change the rate of Elective
Contributions (in accordance with the Election Request form) by notifying
the Employer and the Plan Administrator at least fifteen (15) days prior to
the date such changes in contribution are to take effect, or at any other
time mutually agreeable between the Employer and the Participant, provided
that all Participants under similar circumstances are treated alike.
Participants may also make changes in deferrals by electronic means, under
uniform terms and conditions established by the Plan Administrator and
conveyed to the Participants.
7. Section 7.03 of Article VII is correctively amended and clarified
effective December 1, 1994, consistent with the prior prototype plan document
from which the Plan was restated and the first paragraph of the section, by
replacing the second paragraph of the section as follows:
Participants shall be eligible to receive a Matching Contribution if
they have made elective contributions for the month to which the employer
matching contribution relates.
8. Section 7.06 of Article VII is correctively amended, effective
December 1, 1994, consistent with the prior prototype plan document from which
the Plan was restated, by replacing the references in the third paragraph to
"Fiscal Year" with "Plan Year."
In all other respects, the Brown-Forman Winery Operations Savings Plan as
initially adopted and subsequently amended shall remain in full force and
effect.
IN WITNESS WHEREOF, the Employer has caused this Fifth Amendment to the
Brown-Forman Winery Operations Savings Plan to be executed by its duly
authorized officer this 22nd day of December, 1999, effective as set forth
herein.
BROWN-FORMAN CORPORATION
By: /s/ Milton B. Gillis
MILTON B. GILLIS
Vice President
SECOND AMENDMENT
HARTMANN EMPLOYEE SAVINGS AND INVESTMENT PLAN
The Hartmann Employee Savings and Investment Plan was adopted by Brown-Forman
Corporation for the benefit of employees of Hartmann Luggage Company effective
October 1, 1997.
The Plan provides in Article XII that the Plan may be amended by an instrument
in writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Effective for the Plan Year beginning January 1, 2000, the first
paragraph of Section 1.21 of Article I, Year of Service, is amended in its
entirety as follows:
1.21 Year of Service. For purposes of determining eligibility to
participate, a Year of Service is a 12 consecutive month period
(computation period) during which an Employee completes at least 1000 Hours
of Service. To determine Years of Service and Breaks in Service, the
computation period shall begin on the date the Employee first performs an
Hour of Service for the Employer. After the initial computation period,
the computation period shall shift to the Plan Year which includes the
first anniversary of the employment commencement date.
2. Effective for the Plan Year beginning January 1, 2000, Sections 6.02
and 6.03 of Article VI are amended in their entirety as follows:
6.02 Election Request. Elective Contributions for Participants shall
be such amounts as the Participant elects to have contributed on the
Participant's behalf pursuant to a salary reduction Election Request
completed by the Participant and filed with the Employer. In the
alternative, the initial Participant elections may be made by electronic
means, under uniform terms and conditions established by the Plan
Administrator and conveyed to the Participants. Under no circumstances may
an Election Request be adopted retroactively.
6.03 Change of Rate. Participants may change the rate of Elective
Contributions (in accordance with the Election Request form) by notifying
the Employer and the Plan Administrator at least fifteen (15) days prior to
the date such changes in contribution are to take effect, or at any other
time mutually agreeable between the Employer and the Participant, provided
that all Participants under similar circumstances are treated alike.
Participants may also make changes in deferrals by electronic means, under
uniform terms and conditions established by the Plan Administrator and
conveyed to the Participants.
In all other respects, the Hartmann Employee Savings and Investment Plan as
initially adopted and subsequently amended shall remain in full force and
effect.
IN WITNESS WHEREOF, the Employer has caused this Second Amendment to the
Hartmann Employee Savings and Investment Plan to be executed by its duly
authorized officer this 20th day of September, 1999, effective as set forth
herein.
BROWN-FORMAN CORPORATION
By: /s/ Milton B. Gillis
MILTON B. GILLIS,
Vice President
CORRECTIVE AMENDMENT
HARTMANN EMPLOYEE SAVINGS AND INVESTMENT PLAN
A Profit Sharing Plan, including a cash or deferred arrangement, effective
October 1, 1997 was adopted by Brown-Forman Corporation for the benefit of
employees of Hartmann Luggage Company.
The Plan provides in Article XII that the Plan may be amended by an instrument
in writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Section 4.12 of Article IV is hereby amended by adding subparagraph (g)
as follows:
(g) For any loan made pursuant to this Section, written spousal
consent to the use of the Participant's accrued benefit as security for the
loan must be obtained within the ninety (90) day period ending on the date
on which the loan is to be secured.
2. The fourth paragraph of Section 7.06 of Article VII is amended in its
entirety as follows:
7.06. (continued)
If as a result of the allocation of forfeitures, a reasonable
error in estimating a Participant's Compensation, a reasonable error
in determining the amount of elective deferrals under
Section 402(g)(3), or other facts and circumstances which the
Commissioner finds justify the availability of the rules of this
Section, the Annual Additions to a Participant under this Plan would
cause the maximum Annual Additions to such Participant's Accounts to
be exceeded, the Plan Administrator shall:
3. Section 9.06 of Article IX is amended by adding the following
additional paragraph:
9.06 (continued)
A Pre-Retirement Survivor Annuity is an annuity which is
purchasable with 50% of the Participant's vested account balance
(determined as of the date of the Participant's death) and which is
payable for the life of the Participant's surviving spouse. The value
of the Pre-Retirement Survivor Annuity is attributable to Employer
contributions and to Employee Contributions in the same proportion as
the Participant's vested account balance is attributable to those
contributions. The portion of the Participant's account balance not
payable under this section is payable to the Participant's beneficiary
in accordance with the provisions of Article IV. If the present value
of the Pre-Retirement Survivor Annuity does not exceed $5,000.00, the
Plan Administrator, on or before the annuity starting date, must
direct the Trustee to make a lump sum distribution to the
Participant's surviving spouse in lieu of the Pre-Retirement Survivor
Annuity.
In all other respects, the Hartmann Employee Savings and Investment Plan as
initially adopted and subsequently amended shall remain in full force and
effect.
IN WITNESS WHEREOF, the Employer has caused this Corrective Amendment to the
Hartmann Employee Savings and Investment Plan to be executed by its duly
authorized officer this 9th day of September, 1999, effective as set forth
herein.
BROWN-FORMAN CORPORATION
By: /s/ Milton B. Gillis
MILTON B. GILLIS
Vice-President
THIRD AMENDMENT
LENOX SAVINGS PLAN FOR COLLECTIVELY BARGAINED EMPLOYEES
The Lenox Savings Plan For Collectively Bargained Employees was adopted by
Lenox, Incorporated effective March 1, 1997.
The Plan provides in Article XII that the Plan may be amended by an instrument
in writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Effective for the Plan Year beginning January 1, 2000, Sections 6.02
and 6.03 of Article VI are amended in their entirety as follows:
6.02 Election Request. Elective Contributions for Participants shall
be such amounts as the Participant elects to have contributed on the
Participant's behalf pursuant to a salary reduction Election Request
completed by the Participant and filed with the Employer. In the
alternative, the initial Participant elections may be made by electronic
means, under uniform terms and conditions established by the Plan
Administrator and conveyed to the Participants. Under no circumstances may
an Election Request be adopted retroactively.
6.03 Change of Rate. Participants may change the rate of Elective
Contributions (in accordance with the Election Request form) by notifying
the Employer and the Plan Administrator at least fifteen (15) days prior to
the date such changes in contribution are to take effect, or at any other
time mutually agreeable between the Employer and the Participant, provided
that all Participants under similar circumstances are treated alike.
Participants may also make changes in deferrals by electronic means, under
uniform terms and conditions established by the Plan Administrator and
conveyed to the Participants.
In all other respects, the Lenox Savings Plan For Collectively Bargained
Employees as initially adopted and subsequently amended shall remain in full
force and effect.
IN WITNESS WHEREOF, the Employer has caused this Third Amendment to the Lenox
Savings Plan For Collectively Bargained Employees to be executed by its duly
authorized officer this 17th day of September, 1999, effective as set forth
herein.
LENOX, INCORPORATED
By: /s/ James D. Wilson
JAMES D. WILSON
Officer
FOURTH AMENDMENT
LENOX, INCORPORATED EMPLOYEE SAVINGS AND INVESTMENT PLAN
The restated Lenox, Incorporated Employee Savings and Investment Plan was
adopted by Lenox, Incorporated effective January 1, 1989.
The Plan provides in Article XII that the Plan may be amended by an instrument
in writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Effective for Plan Years beginning on or after January 1, 1999,
Article IV, Time and Manner of Payment, is amended to increase the involuntary
cashout limit from $3,500 to $5,000. The $3,500 dollar limit is amended to read
$5,000 wherever that $3,500 dollar limit appears in Article IV of this Plan.
2. Sections 4.03 and 4.04 are correctively amended effective January 1,
1989, to reflect the options for distribution of the transferred ESOP Accounts
as follows:
4.03 Manner of Payment of Retirement Benefits. Distribution of a
Participant's benefits will be made to the Participant or Beneficiary by
one of the following methods as elected by the Participant:
(a) Single Payment. Payment may be made in one lump-sum payment
in cash in the year in which distribution is to be made; provided,
however, that payment from a Participant's ESOP Account, if any, may
be made in one lump-sum payment in cash or in kind.
(b) Lifetime Payments. Payments may be made in cash over a
period not extending beyond the life expectancy of the Participant or
the joint life expectancies of the Participant and the Participant's
Beneficiary.
4.04 Payment Upon Death of Participant. If a Participant dies before
having received the entire vested balance of that Participant's benefits,
such remaining vested balance, plus the proceeds of any insurance on the
life of the Participant held in the Participant's Accounts, shall be paid
to or for the benefit of the Participant's Beneficiary in a lump sum
payment in cash; provided, however, that payment from a Participant's ESOP
Account, if any, may be made in one lump-sum payment in cash or in kind.
3. Effective April 1, 1999, Sections 4.03 and 4.04 are amended in their
entirety as follows:
4.03 Manner of Payment of Retirement Benefits. Distribution of a
Participant's benefits will be made to the Participant or Beneficiary by
one of the following methods as elected by the Participant:
(a) Single Payment. Payment may be made in one lump-sum payment
in cash in the year in which distribution is to be made; provided,
however, that payment from a Participant's ESOP Account, if any, may
be made in one lump-sum payment in cash or in kind. Effective
April 1, 1999, payment of all or any portion of a Participant's
account balance invested in the Brown-Forman Stock Fund may be made in
one lump-sum payment in cash or kind, with in kind distribution in the
form of Brown-Forman Corporation Class B shares.
(b) Lifetime Payments. Payments may be made in cash over a
period not extending beyond the life expectancy of the Participant or
the joint life expectancies of the Participant and the Participant's
Beneficiary.
4.04 Payment Upon Death of Participant. If a Participant dies before
having received the entire vested balance of that Participant's benefits,
such remaining vested balance, plus the proceeds of any insurance on the
life of the Participant held in the Participant's Accounts, shall be paid
to or for the benefit of the Participant's Beneficiary in a lump sum
payment in cash; provided, however, that payment from a Participant's ESOP
Account, if any, may be made in one lump-sum payment in cash or in kind.
Effective April 1, 1999, payment of all or any portion of a Participant's
account balance invested in the Brown-Forman Stock Fund may be made in one
lump-sum payment in cash or kind, with in kind distribution in the form of
Brown-Forman Corporation Class B shares.
4. Effective April 1, 1999, Section 7.10, Participant Direction of
Investment, of Article VII is amended by adding subsection (d) as follows:
(d) The Employer and the Trustee have established the Brown-Forman
Stock Fund, composed of employer securities in the form of Brown-Forman
Corporation Class B shares, as an additional investment option under the
Plan. A Participant may direct the investment of his/her account balance
into said Stock Fund under the terms and conditions as agreed upon between
the Trustee and the Plan Administrator.
In all other respects, the Lenox, Incorporated Employee Savings and Investment
Plan as initially adopted and subsequently amended shall remain in full force
and effect.
IN WITNESS WHEREOF, the Employer has caused this Fourth Amendment to the Lenox,
Incorporated Employee Savings and Investment Plan to be executed by its duly
authorized officer this 17th day of September, 1999, effective as set forth
herein.
LENOX, INCORPORATED
By: /s/ James D. Wilson
JAMES D. WILSON
Officer
SIXTH AMENDMENT
LENOX RETAIL SAVINGS AND INVESTMENT PLAN
The Lenox Retail Savings and Investment Plan was adopted by Brown-Forman
Corporation effective July 1, 1992.
The Plan provides in Article XII that the Plan may be amended by an instrument
in writing duly executed.
It is advisable to amend the Plan in certain respects.
IT IS THEREFORE AGREED:
1. Effective for the Plan Year beginning January 1, 2000, the first
paragraph of Section 1.21 of Article I, Year of Service, is amended in its
entirety as follows:
1.21 Year of Service. For purposes of determining eligibility to
participate, a Year of Service is a 12 consecutive month period
(computation period) during which an Employee completes at least 1000 Hours
of Service. To determine Years of Service and Breaks in Service, the
computation period shall begin on the date the Employee first performs an
Hour of Service for the Employer. After the initial computation period,
the computation period shall shift to the Plan Year which includes the
first anniversary of the employment commencement date.
2. Effective September 2, 1999, Article III is amended by adding
Section 3.12 as follows:
3.12 Former Employees of Crouch and Fitzgerald. A Participant who
was employed on September 2, 1999, and whose employment terminated on or
after September 2, 1999, as a direct result of the divestiture of Crouch
and Fitzgerald, is fully vested and has a nonforfeitable right to the
Participant's Account(s) under the Plan.
3. Effective for the Plan Year beginning January 1, 2000, Sections 6.02
and 6.03 of Article VI are amended in their entirety as follows:
6.02 Election Request. Elective Contributions for Participants
shall be such amounts as the Participant elects to have contributed on the
Participant's behalf pursuant to a salary reduction Election Request
completed by the Participant and filed with the Employer. In the
alternative, the initial Participant elections may be made by electronic
means, under uniform terms and conditions established by the
Plan Administrator and conveyed to the Participants. Under no
circumstances may an Election Request be adopted retroactively.
6.03 Change of Rate. Participants may change the rate of Elective
Contributions (in accordance with the Election Request form) by notifying
the Employer and the Plan Administrator at least fifteen (15) days prior to
the date such changes in contribution are to take effect, or at any other
time mutually agreeable between the Employer and the Participant, provided
that all Participants under similar circumstances are treated alike.
Participants may also make changes in deferrals by electronic means, under
uniform terms and conditions established by the Plan Administrator and
conveyed to the Participants.
In all other respects, the Lenox Retail Savings and Investment Plan as initially
adopted and subsequently amended shall remain in full force and effect.
IN WITNESS WHEREOF, the Employer has caused this Sixth Amendment to the Lenox
Retails Savings and Investment Plan to be executed by its duly authorized
officer this 17th day of September, 1999, effective as set forth herein.
LENOX, INCORPORATED
By: /s/ James D. Wilson
JAMES D. WILSON
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
company's January 31, 2000 Quarterly Report Form 10-Q and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-END> JAN-31-2000
<CASH> 121
<SECURITIES> 63
<RECEIVABLES> 253<F1>
<ALLOWANCES> 0 <F1>
<INVENTORY> 522
<CURRENT-ASSETS> 992
<PP&E> 796
<DEPRECIATION> 432
<TOTAL-ASSETS> 1,748
<CURRENT-LIABILITIES> 490
<BONDS> 47
0
0
<COMMON> 10
<OTHER-SE> 990
<TOTAL-LIABILITY-AND-EQUITY> 1,748
<SALES> 1,638
<TOTAL-REVENUES> 1,638
<CGS> 799<F2>
<TOTAL-COSTS> 799<F2>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12
<INCOME-PRETAX> 262
<INCOME-TAX> 96
<INCOME-CONTINUING> 166
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 166
<EPS-BASIC> 2.42<F3>
<EPS-DILUTED> 2.42<F4>
<FN>
<F1>Accounts receivable is shown net of allowance for doubtful accounts.
Allowance for doubtful accounts has not changed materially from the
April 30, 1999 balance.
<F2>Includes excise taxes of $192 million.
<F3>Represents Basic EPS, calculated in accordance with SFAS No. 128.
<F4>Represents Diluted EPS, calculated in accordance with SFAS No. 128.
</FN>
</TABLE>
