BROWN FORMAN CORP (BF-B)

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

Introduction

This MD&A is intended to help the reader better understand Brown-Forman, our operations, our financial results, and our current business environment. 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 2026 Form 10-K. Note that the results of operations for the three months ended July 31, 2026, are not necessarily indicative of future or annual results. Unless otherwise indicated, all related commentary is on a reported basis and is for the three months ended July 31, 2026, compared to the same period last year.

Our MD&A is organized as follows:

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Overview

Fiscal 2027 Year-to-Date Highlights

•We delivered net sales of $911 million for the three months ended July 31, 2026, a decrease of 1%. The decrease was driven by unfavorable price/mix and the end of the Korbel relationship, partially offset by higher volumes, the positive effect of foreign exchange, and the impact of the JDCC transition.

◦From a brand perspective, net sales declines were driven by the end of the Korbel relationship, as well as the decline of used barrel sales and tequilas, partially offset by the growth of RTDs.

◦From a geographic perspective, net sales declines in developed international markets and the United States were partially offset by growth in emerging markets.

•We delivered gross profit of $549 million for the three months ended July 31, 2026, a decrease of 1%. Gross margin increased 0.4 percentage points to 60.2% from 59.8% in the same period last year. The increase in gross margin was driven by lower costs and the end of the Korbel relationship, partially offset by the negative effect of foreign exchange and unfavorable price/mix.

•We delivered operating income of $252 million for the three months ended July 31, 2026, a decrease of 3%. Operating margin decreased 0.5 percentage points to 27.7% from 28.2% in the same period last year, primarily due to higher operating expenses, partially offset by gross margin expansion.

•We delivered diluted earnings per share of $0.38 for the three months ended July 31, 2026, an increase of 6% from the $0.36 reported for the same period last year, driven by the lower non-operating postretirement expense and the accretive impact from share repurchases executed in the prior year, partially offset by the decrease in operating income.

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1See “Non-GAAP Financial Measures” for details on our use of “organic change,” including how we calculate these measures and why we believe this information is useful to readers.

2Percentage change is not meaningful.

3Total operating expenses include advertising expenses, SG&A expenses, restructuring and other charges, and other expense (income), net.

4Year-over-year changes in percentages are reported in percentage points (pp).

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Results of Operations

Market Highlights

The following table provides supplemental information for our largest markets. We discuss results of the markets most affecting our performance below the table.

1See “Definitions” for definitions of market aggregations presented here.

2“Other Items” includes “JDCC transition.” See “Non-GAAP Financial Measures” for additional details.

3See “Non-GAAP Financial Measures” for details on our use of “organic change” in net sales, including how we calculate this measure and why we believe this information is useful to readers.

The United States’ net sales declined 3%.

The decline was driven by:

•the end of the Korbel relationship;

•an estimated net decrease in distributor inventories reflecting prior-year distributor transitions; and

•decreases of JDTB following the distributor inventory build ahead of the prior-year product launch.

These declines were partially offset by:

•higher volumes of JDTW due to timing of distributor ordering patterns in our transition markets; and

•the impact of the JDCC transition.

Developed International

Germany’s net sales declined 11%, driven by lower volumes of JDTW and JD RTD/RTP, as well as the unfavorable timing of retailer ordering patterns. These declines were partially offset by the launch of JDTB.

Australia’s net sales increased 10%, driven by the positive effect of foreign exchange and the growth of JDTW, which partially benefited from favorable timing of retailer ordering patterns.

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The United Kingdom’s net sales declined 5%, driven by declines of JDTW and Gentleman Jack, as well as lower volumes of JDTH, partially offset by the launch of JDTB.

France’s net sales declined 14%, led by lower volumes of JDTW and JDTH, as well as the unfavorable timing of retailer ordering patterns, partially offset by the launch of JDTB.

Spain’s net sales declined 16%, driven by lower volumes of JDTW.

Rest of Developed International’s net sales declined 10%, driven by lower volumes of JDTW, led by Switzerland and Italy; an estimated net decrease in distributor inventories; and the negative effect of foreign exchange. These decreases were partially offset by the continued international launch of JDTB.

Emerging

Mexico’s net sales increased 26%, driven by higher volumes of New Mix and JD RTD/RTP due to strong consumer demand, as well as the positive effect of foreign exchange.

Poland’s net sales declined 4%, driven by lower volumes of JDTW, partially offset by the launch of JDTB.

Brazil’s net sales declined 12%, driven by lower volumes of JDTW, JDTA, and JDTH, partially due to the unfavorable timing of the retailer ordering patterns. These declines were partially offset by the launch of JDTB.

Türkiye’s net sales declined 14%, driven by the negative effect of foreign exchange, partially offset by higher volumes and prices across our portfolio, led by JDTW.

Rest of Emerging’s net sales increased 20%, driven by broad-based volume gains of JDTW and the continued international launch of JDTB, led by the United Arab Emirates.

Travel Retail’s net sales declined 1%, as the channel was impacted by the Middle East geopolitical headwinds. The declines were driven by lower volumes of Gin Mare, partially offset by the launch of JDTB.

Non-branded and bulk’s net sales decreased 61%, driven by the decline of used barrel sales.

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Brand Highlights

The following table provides supplemental information for our largest brands. We discuss results of the brands most affecting our performance below the table.

1See “Definitions” for definitions of brand aggregations presented here.

2“Other Items”

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader better understand Brown-Forman, our operations, our financial results, and our current business environment. Please read this MD&A in conjunction with our Consolidated Financial Statements and the accompanying Notes contained in “Item 8. Financial Statements and Supplementary Data” (Consolidated Financial Statements).

Our MD&A is organized as follows:

Presentation Basis

Non-GAAP Financial Measures

We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). Additionally, we use some financial measures in this report that are not measures of financial performance under GAAP. These non-GAAP measures, defined below, should be viewed as supplements to (not substitutes for) our results of operations and other measures reported under GAAP. Other companies may define or calculate these non-GAAP measures differently.

“Organic change” in measures of statements of operations. We present changes in certain measures, or line items, of the statements of operations that are adjusted to an “organic” basis. We use “organic change” for the following measures: (a) organic net sales; (b) organic cost of sales; (c) organic gross profit; (d) organic advertising expenses; (e) organic selling, general, and administrative (SG&A) expenses; (f) organic other expense (income), net; (g) organic operating expenses1; and (h) organic operating income. To calculate these measures, we adjust, as applicable, for (1) acquisitions and divestitures, (2) impairment charges, (3) other items, and (4) foreign exchange. We explain these adjustments below.

•“Acquisitions and divestitures.” This adjustment removes (a) the gain or loss recognized on the sale of divested brands and certain assets, (b) any non-recurring effects related to our acquisitions and divestitures (e.g., transaction, transition, and integration costs), (c) the effects of operating activity related to acquired and divested brands, including certain divested agency brands, for periods not comparable year over year (non-comparable periods), and (d) fair value changes to contingent consideration liabilities. Excluding non-comparable periods allows us to include the effects of acquired and divested brands only to the extent that results are comparable year over year. For the periods presented, we had the following acquisitions and divestitures adjustments:

During fiscal 2023, we acquired the Gin Mare brand (Gin Mare). The purchase price consisted of cash paid at the acquisition date plus contingent consideration that is payable in cash upon exercise by the sellers no later than July 2027. We recognized $43 million and $15 million in favorable fair value adjustments to Gin Mare’s contingent consideration liability during fiscal 2025 and fiscal 2026, respectively. This adjustment removes the fair value impact from our other expense (income), net and operating income for the periods presented.

During fiscal 2024, we sold our Finlandia vodka and Sonoma-Cutrer wine businesses and entered into transition services agreements (TSAs) related to distribution services in certain markets for these businesses. This adjustment removes the net sales, cost of sales, operating expenses, and operating income recognized pursuant to the TSAs for the non-comparable period, which is activity from fiscal 2025.

During fiscal 2025, we recognized a gain of $12 million on the sale of the Alabama cooperage. This adjustment removes the gain from our other expense (income), net and operating income.

1Operating expenses include advertising expenses, SG&A expenses, restructuring and other charges, other intangible assets impairment, and other expense (income), net.

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During fiscal 2026, we ended our sales, marketing, and distribution relationship with Korbel Champagne Cellars (Korbel relationship), effective June 30, 2025. This adjustment removes the net sales, cost of sales, operating expenses, and operating income for the non-comparable period, which is activity from July through April of fiscal 2025 and fiscal 2026.

See Notes 5, 14, and 16 to the Consolidated Financial Statements for more information.

•“Impairment Charges.” This adjustment removes the impact of impairment charges from our results of operations.

During fiscal 2025, we recognized a non-cash impairment charge of $47 million for the Gin Mare brand name. During fiscal 2026, we recognized non-cash impairment charges of $45 million and $87 million for the Gin Mare and Diplomático brand names, respectively. See “Critical Accounting Policies and Estimates” below and Notes 4 and 16 to the Consolidated Financial Statements for more information.

•“Other Items.” Other Items include the additional items outlined below.

“Franchise tax refund.” During fiscal 2025, we recognized a $13 million franchise tax refund due to a change in franchise tax calculation methodology for the state of Tennessee. This modification lowered our annual franchise tax obligation and was retroactively applied to franchise taxes paid during fiscal 2020 through fiscal 2023. This adjustment removes the franchise tax refund from our other expense (income), net and operating income.

“Restructuring initiative.” During fiscal 2025, our Board of Directors approved a plan to reduce our structural cost base and realign resources toward future sources of growth. This included reducing our workforce by approximately 12% and closing the Louisville-based Brown-Forman Cooperage. We also offered a special, one-time early retirement benefit to qualifying U.S. employees. In fiscal 2025, we incurred $63 million1 in charges related to the restructuring initiative. During fiscal 2026, we incurred $19 million in restructuring and other charges associated with this initiative and completed the sale of Brown-Forman Cooperage facility and related assets. This adjustment removes the restructuring initiative impact from our cost of sales, operating expenses and operating income for the periods presented. See Note 6 to the Consolidated Financial Statements for more information.

“Substitution drawback claims.” During fiscal 2026, we recognized a net benefit of $18 million related to the collection of substitution drawback claims filed with the U.S. Government between fiscal 2016 and fiscal 2019. As of the first quarter of fiscal 2026, all claims had been collected. Comparatively, we recognized an immaterial net benefit in fiscal 2025 related to the collection of substitution drawback claims. This adjustment removes the benefit from our other expense (income), net and operating income for the periods presented.

•“Foreign exchange.” We calculate the percentage change in certain line items of the statements of operations in accordance with GAAP and adjust to exclude the cost or benefit of currency fluctuations. Adjusting for foreign exchange allows us to understand our business on a constant-dollar basis, as fluctuations in exchange rates can distort the organic trend both positively and negatively. (In this report, “dollar” means the U.S. dollar unless stated otherwise.) To eliminate the effect of foreign exchange fluctuations when comparing across periods, we translate current-year results at prior-year rates and remove transactional and hedging foreign exchange gains and losses from current- and prior-year periods.

We use the non-GAAP measure “organic change,” along with other metrics, to: (a) understand our performance from period to period on a consistent basis; (b) compare our performance to that of our competitors; (c) calculate components of management incentive compensation; (d) plan and forecast; and (e) communicate our financial performance to the Board of Directors, stockholders, and the investment community. We provide reconciliations of the “organic change” in certain line items of the statements of operations to their nearest GAAP measures in the tables under “Results of Operations - Fiscal 2026 Brand Highlights,” “Results of Operations - Fiscal 2026 Market Highlights,” and “Results of Operations - Year-Over-Year Comparisons.” We have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure. We believe these non-GAAP measures are useful to readers and investors because they enhance the understanding of our historical financial performance and comparability between periods. When we provide guidance for organic change in certain measures of the statements of operations, we do not provide guidance for the corresponding GAAP change, as the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, such as foreign exchange, which could have a significant impact to our GAAP income statement measures.

“Return on average invested capital.” This measure refers to the sum of net income and after-tax interest expense, divided by average invested capital. Average invested capital equals assets less liabilities, excluding interest-bearing debt, and is calculated using the average of the most recent five quarter-end balances. After-tax interest expense equals interest expense multiplied by one minus our effective tax rate. We use this non-GAAP measure because we consider it to be a meaningful indicator of how effectively and efficiently we invest capital in our business.

1This amount comprises $60 million of costs included in restructuring and other charges and $3 million of restructuring-related inventory charges included in cost of sales.

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Definitions

Aggregations.

From time to time, to explain our results of operations or to highlight trends and uncertainties affecting our business, we aggregate markets according to stage of economic development as defined by the International Monetary Fund (IMF), and we aggregate brands by beverage alcohol category. Below, we define the geographic and brand aggregations used in this report.

Geographic Aggregations.

In “Results of Operations - Fiscal 2026 Market Highlights,” we provide supplemental information for our top markets ranked by percentage of reported net sales. In addition to markets listed by country name, we include the following aggregations:

•“Developed International” markets are “advanced economies” as defined by the IMF, excluding the United States. Our top developed international markets were Germany, Australia, the United Kingdom, France, and Spain. This aggregation represents our net sales of branded products to these markets.

•“Spain” includes Spain and certain other surrounding territories.

•“Emerging” markets are “emerging and developing economies” as defined by the IMF. Our top emerging markets were Mexico, Poland, Brazil, and Türkiye. This aggregation represents our net sales of branded products to these markets.

•“Brazil” includes Brazil, Paraguay, Uruguay, and certain other surrounding territories.

•“Travel Retail” represents our net sales of branded products to global duty-free customers, other travel retail customers, and the U.S. military, regardless of customer location.

•“Non-branded and bulk” includes net sales of used barrels, contract bottling services, and non-branded bulk whiskey, regardless of customer location.

Brand Aggregations.

In “Results of Operations - Fiscal 2026 Brand Highlights,” we provide supplemental information for our top brands ranked by percentage of reported net sales. In addition to brands listed by name, we include the aggregations outlined below.

Beginning in fiscal 2025, we aggregated the “Wine” a

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