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AGM 2012

Jul 26, 2012

George Garvin Brown
Chairman, Brown-Forman

I want to take a chance to talk about a couple things. One of them, of course, is that there's another board retiree who's not with us here today, and that's Owsley Brown II, our retired Chairman and CEO. It's a pleasure to have his direct family here with us today, so many of them, Christie and her children, and I think some of his grandchildren as well. Thank you so much for coming. Owsley, as you all look around the room and see the brands and read our 10-K and our annual report, you'll see in there so much of his work. He was a modest person. He would often describe himself to people as an improver of things. He was true to his word. I had some personal experiences in that improvement process.

I'll never forget when I worked for him, my first review as to how I was doing. I had my PPA organized and went into his office. Ms. Crest let me in. I'll never forget sitting down and looking across at him at his desk, and he had a nice desk. He looked at me, and behind him was a black-and-white photo of his grandfather in a Panama hat looking at me, too. I had beads of sweat, and the two Owsleys giving me my review. Owsley said, "Garvin, you're doing a fine job. You rarely hand in anything that's poorly written anymore." He was candid in his desire to improve things as well. He had a great impact on the company.

This past June, I was out in Turkey at a meeting and sat with Laszlo Purman from our Budapest office, who now runs Austria as well. He was one of our early globalization hires. He was full of chat about Owsley and how he'd learnt more from Owsley on Owsley's tour of Budapest than he had learnt growing up in Hungary about Budapest. He's had a wonderful impact on our company. One of the things, of course, that he had to do along with our board of directors, and Dick would've been active in this, and Bill Street, of course, as well, who regrets he can't be here today, was work on succession planning. In any company, succession planning, of course, is a pretty critical task.

As I reflect, as I wrote in my annual report letter on so much that he did, succession planning was a great legacy that he left for us. What did he do? He reached down into the organization and found in Paul, a arguably young CEO. I think he was probably 38 or 37 when he took over the beverage company from Bill Street, and that was in 2003. I was working for Bill and then Paul at the time, and so I had to help organize Bill's retirement lunch, which was a great barbecue over here in the parking lot with the Jack Daniel's experience. It was fried chicken and hot dogs and RTDs and Coca-Cola and Sprite and all those nice sweet things. In the summer, what happens, of course, you get a bunch of bees in the tent.

We were all at the mustard jars and the ketchup avoiding the bees. Poor Paul was up there giving his incoming speech, bees flying all over the place. I'll never forget sort of watching my new boss, what did I forget cue cards? There he was with a nice bee on his thumb getting stung like I've never seen. He didn't flinch. I thought, "They might've made a good choice on this one." A couple years later, he went from the beverage company to the corporate responsibilities. By 2007, Owsley left the building as an active employee. That was five years ago. Paul took on his titles of chairman and CEO running our business. It's been a great five years for Brown-Forman. It hasn't, let's be honest, been a great five years out there in the global economy.

The global economy has brought great uncertainty. Paul and his team have brought growth. I think that if we were to all look back in retrospect, boy, did Owsley do a great job on succession planning. Actually, just a few days ago, it was Paul's 25th anniversary at Brown-Forman. In the U.K., they would call that a Silver Jubilee. Paul's had his Silver Jubilee this past July. Typically at the company, what happens is the employee who's just passed the milestone is somehow embarrassed publicly by receiving that milestone. We didn't want to break tradition for Paul. If I could ask our longest-standing independent director and chairman of our compensation committee, Patrick Bousquet-Chavanne, to come help me on stage for a second, and our longest-standing family director, Dace Stubbs, to come join me.

I'll ask you two to please help hand that plaque, it's a simple thing, but it means a lot at our company. To please congratulate Paul Varga on 25 years. That's great. That's great. Thank you very much. Now, I think we'll continue on with the legacy that Owsley's left us and welcome Paul Varga to the stage to help us understand the business.

Paul Varga
Chairman and CEO, Brown-Forman

Thank you.

George Garvin Brown
Chairman, Brown-Forman

You're trying to get you really bad.

Paul Varga
Chairman and CEO, Brown-Forman

Well, anything that has silver in front of it, if you think about it, with your hair getting a little silver, it just doesn't feel like it's been 25 years, so thank you very much. In some odd sort of way, last year we were up here and we talked about Tennessee Honey. If I'd really thought about it when I got stung by that bee maybe eight or 10 years ago, maybe that would've been an inspiration to introduce that thing earlier, because it's been a real success. It's my pleasure to give you an update on the business. We've done this a number of different ways, oftentimes focusing very much on the performance of the company, and I thought I'd do a little bit of that this morning. We've got very good results.

If you've had a chance to look at the annual report, you would've had a chance to get into them a little deeper than I'll probably get into them here this morning. I'm going to broaden the view to really look at the last 10 years. Then I thought I'd maybe shift gears, if you don't mind, and look ahead a little bit at what we are foreseeing as some of the things we might be doing and trying to accomplish in the next five to 10 years. If you'll bear with me on this one, it is a bit of a repeat for those of you who've seen the annual report, but I just think it's something that is so informative.

When fiscal 2012 ended for the company, it also completed a 10-year run in the world that is very easily broken into two pretty distinct five-year periods. A measure we've often used, we think it captures a lot of what goes on at a company and in a business, is total shareholder return. I'll just use the device of looking at 2002 to 2007, which the entire world would've declared were sort of a boom time, good times, and then we're going to compare it to what has, as Garvin referenced, been a more difficult time for the global economy, which we'll call the bad times. Then, of course, you've got the full 10-year period. These are better metrics, we think, for our company to really look at.

Even though you can have a whale of a one-year performance, we like to really keep a focus on the three and the five and the 10, and in some instances, the 20-year performance of the company. What you'll see is back in 2002 to 2007, Brown-Forman had a wonderful performance during that five-year period, very much like using the S&P 500 as the benchmark for comparison. I mean, a high single digit for basically the global or the U.S. equity index, then for Brown-Forman, noticeably above it at 13%, something you would be proud of if you could sustain that for a very long time. In 2007, we know the world changed, the global economy, the financial crisis, all kinds of things influencing consumer behavior and businesses worldwide. We just finished 2012, Brown-Forman had a total shareholder return of about 14%.

What really became apparent was, unfortunately, the U.S. equity index during that five-year period only advanced a modest 1%. This assumes the reinvestment of dividends, so a good part of that might have actually been dividends versus equity growth. You'll see for the full 10-year period, the company's performance metrics on a really critical metric, and there are others to support this, underlying operating income, return on invested capital, other things we look at. I thought this may be the best summary of where we are today as we enter the summer of 2012. This is what we've just completed. Many have taken note of the industry and the company as a sector or an individual company that holds up well in both good times and bad times.

It's one of the reasons that I think a lot of companies in our industry and our particular company are getting a lot more coverage. We're getting a lot more interest in us as an investment vehicle for people. Now, when I think of our position today and Oh, excuse me. Here's one additional point on this. Just thinking about the five years, just see how impactful these numbers can be, because those are percentages, just to think about them from a dollar standpoint. If you had invested and had funded, we use shot glasses to, you know. Only this company, right? I mean, you see shot glasses to depict ourselves versus the S&P 500. That if you had invested $1,000 just five years ago at the beginning of these sort of bad times, here's how Brown-Forman's $1,000 investment would've fared versus the S&P 500.

You see it in dollar terms, and it's just pretty staggering. I mean, it's really a powerful sort of outperformance relative to the U.S. equity index. Now, we do stop and think at the end of a fiscal year, how's our position today? As I think about Brown-Forman here in 2012 and consider the health of the company, there's really sort of three things I would reference. One, at first, is the company is growing. Long, it's been our ambition to be a continuous growth company, a company that might grow on an enduring basis. A couple of the highlights that I would note from the last fiscal year are that we concluded with a 9% sales growth rate, underlying sales growth rate, and also a 9%, we finished the year with a 9% underlying operating income growth rate.

Those were accelerations over the prior year, which were more in the mid-single digits. Also very helpful, I think, for you to know as shareholders is this high single-digit growth rate in underlying operating income is a return to a level that we have experienced historically. As you think about the difficult times in 2007 and 2008 and 2009, where we sat and talked about eking out sort of low single-digit or mid-single-digit growth rates, we've returned to a level that more closely approximates our long-term historical rate. That's something that is exciting to us. Another attribute of this growth that's going on at the company right now, you might see it on some of these collateral materials around the campus today and some of the statistics. Really two additional points.

One, the growth of the company last year was very broad geographically, with maybe one exception maybe being China. All of our sort of lead and top most highly prioritized markets grew during the fiscal year. Across the portfolio, while it was Jack Daniel's trademark-led, we had nice growth that we were able to experience on Finlandia, Woodford Reserve, Herradura had maybe its best year, Sonoma-Cutrer. Even though it didn't grow, we saw improved performance from Southern Comfort, which is something we've been working very hard on. I think that the combination of broad geographic and portfolio growth will continue to be one of our ambitions because we think by pursuing a multitude of both portfolio and geographic alternatives out in the world, that we have the longest runway for growth.

In addition to our growth, here again, we're using mint juleps to talk about our financial strength. You think about it, this is another. A lot of people will get these sorts of growth results and maybe not have quite as strong, for example, a balance sheet, or they'll put the company at greater risk than maybe Brown-Forman might. We stand at the end of fiscal year 2012 in a wonderful position. We've been able to say that here for, particularly during 2008 and 2009 and 2010. It was very helpful during that particular period to be able to talk about our financial strength, the health of our balance sheet. We continue to be at the very top of the industry in our return on invested capital, which is a really important metric we look at for the efficiency with which we produce our profitability.

The company is a growing company that's in very good financial condition. As we look ahead, I think the most important thing is to think what are the alternatives and initiatives and ideas that a company might have to actually continue this? What are some of the things we're thinking about? We call that Brown-Forman 150. It's a strategy that we crafted two years ago to set us on a course out to 2020, which will be our 150th anniversary. The idea was to see how we might change the company, continue to grow it over the next decade. A lot of companies were looking at 10-year strategies at the end of a decade, of course, particularly with the economy being the way it was.

Fundamental to any strategy is trying to identify what specific opportunities that are out there in the world you'd like to pursue. I thought I'd just talk about maybe just four of them. There are a lot of things we're going to look at. The first one is, we really think we have a reason to be very successful in whiskey. We already are a leader in American whiskey around the world, and we think it is, in our opinion, the most attractive global category. We're pleased that we have a position in it. While we've long had a position as a leader in American whiskey, we think all different sorts of whiskeys that are out there, Scotch, Irish, there's a bunch of local whiskeys that could be very interesting to Brown-Forman over the next decade.

In addition to whiskey, in the most recent, say, 10 or 15 years, we've had a better position in vodka. It's really been helpful to giving us the foundation in our Eastern European business. We continue. We think this, just behind whiskey, is a very attractive global category. It's a bit more regional than the whiskey category, but still growing in its global scope and very attractive as well. We also, as you know, a few years ago, bought into the Casa Herradura business, so we're very bullish about tequila, but it today is a little more limited in terms of where it's concentrated, the U.S. and Mexico. Very interestingly, starting, just like we saw with American whiskeys 15 or 20 years ago, to start to show some very sort of low-level development in countries outside Mexico and the United States.

Finally, our liqueur brands. None of these are as global as, say, Jack Daniel's is. They tend to have a regional skew to them. There's other brands. One example I'd give that we own today is Sonoma-Cutrer, which is very relevant really to our U.S. business. Not a particularly global brand today, but plays an important role to our U.S. business. These are the areas where we intend to focus, and of course, we have the great benefit when we go out to pursue this of owning one of the world's great brands, and that brand is Jack Daniel's. A lot of strategy and a lot of work that goes on at Brown-Forman almost always starts with, "What are we going to do first with Jack Daniel's?" Because it is a very unique brand.

It's so easy to take it for granted when you've owned it for a long time as our company has. I'll just ask you to consider, there is no brand that I know of. There's all kinds of adjectives people use for the price point that Jack Daniel's is at. As a single expression, Jack Daniel's Black Label, now at above 10 million cases, I think is the largest, I'll call super premium brand and expression of any kind in the world. There are families of brands that span multitude of price points, including standard, but we can't think of any singular brand that is that high a volume that is in this price category. There may be brands that have higher sales dollars. We sometimes refer to that as rarefied air.

It's just a rare combination to have brands that sell a lot everywhere but are also very premium priced, and that is the economic engine of Brown-Forman. When you own this and you've become as big as Jack Daniel's is, it presents a very unique challenge to us. The things we really sweat and study and think about are, how do you take a brand that is inherently mainstream today, it's so popular and well-known, and keep it special? What I thought I'd do, versus using words, I thought I might use a few of our advertisements to show you just four different ways we do this today. One will depict a bit of our Lynchburg origins and quirkiness. Another one will depict a Belgian ad where we try to communicate that Jack Daniel's stands in a category unto itself.

A third one is a responsibility message demonstrating some of our just basically brand and company core values, as brought to you by one of our promotional efforts. It's actually a sponsorship we have in the United States with a band named Zac Brown Band. The fourth one is how Jack Daniel's says happy holidays. I'll just let you enjoy these.

Speaker 3

[Presentation]

Paul Varga
Chairman and CEO, Brown-Forman

Those are examples. Thank you. Hats off to the people who work on the Jack Daniel's brand each and every day to produce that kind of work and all a little bit different in some way in trying to touch different audiences at different times in different ways. I hope you get sort of a feel of how you might keep a big brand special. The way I've always liked to think of it as the brand became bigger was that you almost have to treat it and hope that it's the sort of small-town hero who made it big, as Jack has, but always retain those small-town values that they learn in the place where they grew up. So we try to take that out to the world, and you all, it's working. I mean, it works very well.

I thought I'd share with you a unique space that I think that Jack Daniel's is beginning to occupy in the world, but also very much could continue to operate, a place where it could operate in the world. A nice way we sometimes talk about it is that it's an intersection between two of the world's most attractive categories, and the first one that I would reference is the Scotch category. As I said, whiskey we view as the most attractive category, and this particular business is very large, far larger than the American whiskey or bourbon business that all of us would've known growing up. In it are a lot of qualities that you might associate with brands like Jack Daniel's. Traditional values, sold oftentimes on heritage and history. Oftentimes, the selling propositions deal with the quality and craftsmanship of the product.

Always we know, particularly when drank straight or neat, they're an acquired taste. They take some time to learn, develop the taste and palate for it. Very broad price spectrum. You'll see that within the same trademark, it's a wonderful attribute of this category, you can have something at a popular price, a premium, an ultra premium, a super premium. It's amazing, that gives you the ability to sell different products to different consumers and actually to have price premiumization potential over time. As I said, it's global in nature. The other category I'd reference that is so interesting, it's kind of different, but is also emerging as one of the world's great categories, is vodka. The way you might think of vodka, too, in the modern era is that it's more modern, has more stylish components to it when you think about the packaging and advertising.

Very different. It's viewed because the neutrality and the taste of vodka oftentimes lends itself to a variety of drinks and an inherent mixability, which is great for a category because it means you can extend it to so many different drinking occasions. As such, what we've seen over the last 20 years are a number of the leading trademarks, including our own Finlandia, have flavors in the bottle prepared, so infused flavors oftentimes with the vodka. You'll see citrus and all kinds of new ones, too, trust me.

Also in prepared almost to compete for the beer occasion, Smirnoff probably pioneered this a few years ago with the Smirnoff Ice project. There's just a lot more interest in mixability and prepared servings of these drinks, and they're a little bit more regional. You sit and you look at this, what we have found is that while Jack Daniel's has a lot of this, of course, that with the passage of time and the way that we've been building it, that it actually is becoming the merger of those two. Jack Daniel's Tennessee Whiskey, as we know it, had more of those Scotch problems. As it has emerged, we've seen that the globe enjoys consuming it mixed. They think of it as a modern and contemporary brand.

They actually, with the introduction, for example, of Jack Daniel's Tennessee Honey, you start to see how Brown-Forman has introduced a variety of different expressions of Jack Daniel's that both fit the Scotch recipe of higher expressions like Gentleman Jack and Jack Daniel's Double Gold Medal, single barrel here, a very high price, and connoisseurs brand that's been doing very well. You also see in there Jack Daniel's Tennessee Honey and Jack and Cola, an RTD, or even in Germany this past year, of just very nice success of a product that was sold only in Germany. It was around the holidays for Jack Daniel's, a winter style drinking occasion that sold very well. We're tapping into both the flavor aspects, but also the premiumness that exists in both of the categories. I think that gives us better growth runway than either of the categories themselves.

It's sort of a unique thing we've been observing. Of course, this exists too beyond Jack Daniel's at Brown-Forman. You'll see that old trademarks of the company like Old Forester, Early Times, Canadian Mist, are finding new life with flavored expressions. We just introduced here in the last few weeks a cinnamon-based Early Times, which tastes delicious. I mean, it's incredible tasting. It gives new life to a trademark that has otherwise been seeing sort of steady and modest declines. Also the premiumization. You'll see that I would contend that Woodford Reserve, one of our great success stories of the last 15, 20 years, even with a new introduction in Woodford Reserve Double Oaked, which has been a marvelous success this past year.

A product that's in test for us, that's sort of a renovation of Canadian Mist is Collingwood, which is a new expression that's in test that we actually have some high hopes for what it might do down the road. You'll see that this American whiskey category offers all kinds of potential for Brown-Forman. A lot of growth potential, we think. The other thing is, it's just one of those little shot glasses I showed you. It's just the whiskey one. You also have the tequila and the vodka. I show this to you so you can see a bit of the opportunity that's ahead of us. Now, none of this happens magically. It does require investment. You may have seen some of the releases we've had over the last few weeks or so.

We are very much now investing in our assets in order to sustain this growth. We're undertaking an expansion of the Jack Daniel's distillery in Lynchburg. We are expanding our cooperage down in Alabama, northern Alabama. Sonoma-Cutrer is expanding right now, and we continue a modernization and investment program down in Amatitán, where our Herradura and el Jimador, Antiguo brands are made. A number of investments, more than we had been making in the prior four or five years. We've seen our capital reinvestment in the business go up, but we think for very good reason. We're going to need the product to fulfill, we hope, the demand that we're going to create. Beyond the assets, we're very much investing in the marketplace.

You see here, this is just a listing of 12 or 13 of our critical countries. I won't go through all of them, but you just need to know that Brown-Forman today in 2012 is becoming a very global company. You see the geographic spread here on this particular picture. I would just note, just in the last 12 to 24 months, we've made pretty significant investments to start our own companies, our own sales and marketing, and in some instances, back room, in Germany, Brazil down here. Canada's not listed on the page. Turkey, during the last 12 months. All of these are emblematic of Brown-Forman taking its business proposition, largely behind Jack Daniel's, but not just behind Jack Daniel's, out to the world. It's been a steady and consistent investment.

To be able to do some of this during the difficult times, we think is a very strategic thing, because a lot of people could say, "Now's not the time to do that." We've actually, what we consider to do, made up some ground in these last three or four years by making these investments at a time when maybe others might not have. When you invest in a market, you fundamentally are investing in people. The way that I think about this investment we make in people, I do think we think differently about this. There's a phrase that is often used for people. I'm sure some of you will know what it is. Have you ever heard of the phrase SG&A? It stands for selling, general, and administrative. What a nice way to refer to people.

I actually would offer an alternative set of words, maybe strategic growth assets is another way to think about SG&A. What happens when you invest in these people, you actually illuminate the stuff I've been talking about. Without the human beings out there with their ideas and their energy and their ability to adapt on the spot, these are just words on slides or words on paper. These are strategies. They're helpful, and they guide you, but it doesn't really happen. It doesn't happen until it's activated by these people. I was just going to refer to maybe half a dozen instances over the last just few weeks.

We had our global and regional meetings here in Louisville, where we had a chance to interact with a number of our folks and this executive leadership team that's in front of you here at the front of the room. We meet often. I think they're exemplary of what I'm talking about. We had a very interesting tour this week, Jill and I, down at Louisville Production Operations, where you got a chance to see what was going on there. We had our French team in, our leadership team last week, to talk about their business. We've been having regular conversations because of our expansion and other reasons to talk about our supply and demand planning, always something that's important at Brown-Forman. Numerous creative reviews, Chris and others have been taking us through.

In almost every single instance, I see about three or four or five of the same qualities. In every instance, I see a commitment from the people. Everybody cares about the company in an amazing way. You can disagree with each other, but everybody cares about it. The other thing that's usually present is a common view that it's the company that matters before you as the individual. There's this greater good feel that exists in the company, and it's almost in every conversation. Seldom do I experience a conversation that is about you or them. It's usually about what's best for the company. Another thing, we actually get sometimes mocked for this, is a very deep thoughtfulness that I see in the company. It slows us down sometimes, but we're very pensive. We're very thoughtful about what's going to happen right, what might go wrong.

We manage risk and reward, I think it's a very specific attribute of Brown-Forman that I'm actually really proud of. Finally, you'll see in many of these examples, even if it's a tough problem to solve, the one we've been trying to tackle for the last four or five years is renewing the growth of Southern Comfort. You see optimism. You actually see people who believe, and even if it's not going to work that time, they're going to come back. Actually, I think these are wonderful qualities in any company, but I think it particularly works well for a company that aims to be everlasting, a company that wants to be around as long as it exists today.

If you try to think about companies that want to be around for another 50 years or another 100 years, you want qualities like optimism, like thoughtfulness. You want people thinking about the company first, you want a commitment. I tried to think about where did this all come from. We didn't just go sprinkle dust all over the place. I think the common thread is my favorite picture I think I've seen in years, which is the picture of Owsley Brown here. This was not taken at work, first. Although it could've been. It could've been. He was a painter. He is an artist, but he was an artist down here, too. I think a lot, Garvin referred to it, a lot of what makes the place go is because of things that he and others did.

Garvin and I particularly wanted to today pay tribute to him, and one of the ways we thought we'd do that is to dedicate this 2012 annual meeting to his memory. We thought it would be important to do something symbolic like that to mark the fact that we didn't get a chance to talk to him at this 2012 annual meeting. The thing I'd ask you as we conclude is when you go out, we'll conclude here and go to a brand fair. When you have the opportunity to leave here, you're going to see buildings that have been preserved, they're beautiful. You're going to see landscaping that's incredible. You're going to walk over, you're going to see probably his greatest inspiration, which is this incredible spark of innovation that now exists at the company.

You're going to see packages and new formulations and line extensions. You're going to see it all. When you look at it, also look at the people who are smiling and enthusiastic and caring about what they're working on. When you do that, know you're looking at Brown-Forman in 2012, and you're also looking and enjoying the legacy of Owsley Brown II. Thank you very much.