Brown-Forman (BF-B) 10-K risk factor changes: FY2021 vs FY2020

We believe the following discussion identifies the [removed: most significant] [added: material] risks and uncertainties that could adversely affect our business.

Our business faces various risks related to health epidemics and pandemics, including the COVID-19 pandemic and similar outbreaks, [removed: which] [added: that] could materially and adversely affect our business, our operations, our cash flows, and our financial results.

Our business, operations, cash flows, and financial results [removed: could] [added: have been impacted and will likely continue to] be [removed: negatively] impacted by health epidemics, pandemics, and similar [removed: outbreaks.][added: outbreaks, such as the COVID-19 pandemic.]

The COVID-19 pandemic [added: has had and] could [added: continue to] have negative impacts, such as [removed: (i)] [added: (a)] a global or U.S. recession or other economic crisis; [removed: (ii)] [added: (b)] credit and capital markets volatility (and access to these markets, including by our suppliers and customers); [removed: (iii) significant] [added: (c)] volatility in demand for our [removed: products, including our premium and super-premium] products; [removed: (iv)] [added: (d)] changes in accessibility to our products due to illness, quarantines, “stay at home” orders, travel restrictions, retail, restaurant, bar, and hotel closures, social distancing requirements, and other government action; [removed: (v)] [added: (e)] changes in [added: consumer] behavior and [removed: preferences, including trading down to lower-priced products;] [added: preferences;] and [removed: (vi)] [added: (f)] disruptions in [added: raw material supply,] our manufacturing operations, or in our distribution and supply chain.

Furthermore, [added: during the COVID-19 pandemic,] we [removed: have been impacted] [added: were affected] in markets where, in connection with other government actions taken to slow the spread of the COVID-19 pandemic, liquor sales [removed: have been] [added: were temporarily] restricted or banned outright such as in the [removed: state] [added: Commonwealth] of Pennsylvania in the United States, and in South Africa, India, and other Asian countries.

In addition, we may incur increased costs and otherwise be negatively affected if a significant portion of our workforce (or the workforces within our distribution or supply chain) is unable to work or work effectively, including because of illness, [removed: unavailability of personal protective equipment,] quarantines, “stay at home” orders, social distancing requirements, other government action, facility closures, or other restrictions.

The [added: full] impact of the COVID-19 pandemic [added: (and any related variations)] depends on factors beyond our knowledge or control, including the [removed: duration] [added: duration, severity,] and [removed: severity] [added: potential resurgence] of the outbreak and actions taken to contain its spread and mitigate the public health [removed: effects] [added: effects, including vaccine efficacy,] and its short- and long-term impacts on the economy, unemployment, consumer confidence, and the financial health of our [added: suppliers,] distributors, customers, and [removed: suppliers.][added: retailers.]

At this time, we cannot predict with certainty the [added: full] impact of the COVID-19 pandemic on our business or our future financial or operational [removed: results; however, the impact could be material over time.][added: results.]

In addition, we are subject to potential business disruption caused by military conflicts; potentially unstable governments or legal systems; [removed: civil] [added: social, racial, civil,] or political upheaval or unrest; local labor policies and conditions; possible expropriation, nationalization, or confiscation of assets; problems with repatriation of foreign earnings; economic or trade sanctions; closure of markets to imports; anti-American sentiment; [removed: terrorism] [added: terrorism, kidnapping, extortion,] or other types of violence in or outside the United States; and health pandemics (such as COVID-19).

If shipments of our products [removed: -] [added: –] particularly Jack [removed: Daniel’s] [added: Daniel's] Tennessee Whiskey [removed: -] [added: –] to our global markets were to experience significant disruption due to these risks or for other reasons, it could have a material adverse effect on our financial results.

Any [removed: further deterioration of economic relations between the United States and other countries or any increase] [added: additional increases] in tariffs, custom [removed: duties] [added: duties,] or other restrictions or barriers on imports and [removed: exports could result in] [added: exports, or] the [removed: limited availability] [added: further deterioration] of [removed: our products] [added: economic relations between the United States] and [removed: prompt consumers to seek alternative products or] [added: other countries could result] in an increase in the price of our products and to the extent that we absorb the costs of tariffs, result in [removed: lower net sales or] higher [removed: costs] [added: cost] of [removed: sales.][added: goods sold and lower gross profit and margins.]

Our success will depend, in part, on our ability to overcome the challenges we encounter with respect to these risks and other factors affecting U.S. [added: export] companies with [added: a] global [removed: operations.][added: business.]

[removed: Some] [added: As a global company, some] of the countries where we do business have a higher risk of corruption than others.

While we are committed to doing business in accordance with [added: all] applicable [removed: anti-corruption] laws, [removed: trade sanctions and restrictions, and other similar] [added: including anti-corruption] laws and [removed: regulations, along with our Code of Conduct, Code of Ethics for Senior Financial Officers, and our other policies,] [added: global trade restrictions,] we remain subject to the risk that an employee, or one of our many [added: direct or indirect] business partners, may take action determined to be in violation of international trade, money laundering, anti-corruption, or other laws, sanctions, or regulations, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, or equivalent local laws.

Because the COVID-19 pandemic has [removed: so] negatively impacted [added: numerous] local economies, government intervention in local economies and businesses has increased, which [removed: in turn can create] [added: has] elevated risk and opportunity for corruption.

Any determination that our operations or activities are not in compliance with applicable laws or regulations, particularly those related to anti-corruption and international trade, could result in investigations, interruption of business, loss of business partner relationships, suspension or termination of licenses and permits (our own or those of our partners), imposition of fines, legal or equitable sanctions, negative publicity, and management [removed: distraction.][added: distraction or departure.]

Further, our continued compliance with applicable anti-corruption or other laws or regulations, our Code of Conduct, Code of Ethics for Senior Financial Officers, and our other policies could result in higher operating [removed: costs.][added: costs, delays, or even competitive disadvantages.]

The [removed: more we expand] [added: global scope of] our business [removed: globally, the more] [added: means that] foreign currency [removed: exchange] rate fluctuations relative to the U.S. dollar influence our financial results.

Over time, our reported financial results will be hurt by a stronger U.S. dollar and [removed: improved] [added: will be benefited] by a weaker one.

We attempt to hedge a portion of our foreign currency exposure through the use of foreign currency derivatives or other means; however, even in those cases, we [removed: may] [added: do] not [removed: succeed in] fully [removed: eliminating] [added: eliminate] our foreign currency exposure.

[removed: Changes in laws, regulatory measures, or] governmental policies, or the manner in which current ones are interpreted, could cause us to incur material additional costs or liabilities, and jeopardize the growth of our business in the affected market.

In particular, a significant deterioration in economic conditions, [removed: due to the COVID-19 pandemic or otherwise,] including economic slowdowns or recessions, increased unemployment levels, inflationary pressures [removed: and/or] [added: or] disruptions to credit and capital markets, could lead to decreased consumer confidence [added: in certain countries] and consumer spending more generally, thus reducing consumer demand for our products.

Unfavorable economic conditions could also cause governments to increase taxes on beverage alcohol to attempt to raise revenue, [added: reducing consumers' willingness to make discretionary purchases of beverage alcohol products or pay for premium brands such as ours.]

Unfavorable economic conditions could also adversely affect our suppliers, distributors, [added: customers,] and retailers, who in turn could experience cash flow [removed: problems,] [added: challenges,] more costly or unavailable financing, credit defaults, and other financial hardships.

For example, due to the COVID-19 pandemic and its resulting economic impact, we [removed: have] received requests for credit extensions from some of our [removed: distributors as the financial health of such distributors may have been negatively impacted.][added: distributors.]

[removed: This] [added: Such financial hardships] could lead to distributor or retailer destocking, disruption in raw material supply, increase in bad debt expense, or [removed: cause us to increase the] [added: increased] levels of unsecured credit that we [added: may need to] provide to customers.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant Developments - [removed: COVID-19.”.][added: COVID-19.” For details on the]

[removed: For details on the] effects of changes in the value of our benefit plan obligations and assets on our financial results, see Note 9 to the Consolidated Financial Statements in “Item 8.

Increases in or the imposition of new indirect taxes on our operations or products would increase the cost of our products [added: or materials used to produce our products] or, to the extent levied directly on consumers, make our products less affordable, which could negatively affect our financial results by reducing purchases of our products and encouraging consumers to switch to lower-priced or lower-taxed product categories.

Our business performance is substantially dependent upon the continued health of the Jack [removed: Daniel’s] [added: Daniel's] family of brands.

A [removed: brand’s] [added: brand's] reputational value is based in large part on consumer perceptions, and even an isolated incident that causes harm [removed: -] [added: –] particularly one resulting in widespread negative publicity [removed: -] [added: –] could adversely influence these perceptions and erode consumer trust and confidence in the brand.

[removed: Management’s] [added: Management's] Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Fiscal [removed: 2020] [added: 2021] Brand Highlights.”

[added: Consumer preferences] and [added: purchases may shift, often in unpredictable ways, or rapidly as a result of the COVID-19 pandemic or other factors, including health and wellness trends; changes in economic conditions, demographic, and] social trends; public health policies and initiatives; changes in government regulation of beverage alcohol products; concerns or regulations related to product safety; legalization of [removed: marijuana] [added: cannabis and its] use on a more widespread basis within the United States, Canada, or elsewhere; and changes in trends related to travel, leisure, dining, gifting, entertaining, and beverage consumption trends.

This includes consumption at home as a result of various factors, including shifts in social [removed: trends, proliferation of smoking bans, and stricter laws relating to driving while under the influence of alcohol,] [added: trends] as well as shifts to purchases of our products to e-commerce retailers.

In particular, we plan to [added: continue to] expand sales of Jack [removed: Daniel’s] [added: Daniel's] Tennessee [removed: Apple internationally.][added: Apple.]

More broadly, if consumers shift away from spirits (particularly brown spirits such as American whiskey and bourbon), our premium-priced brands, or our [removed: RTD] [added: ready-to-drink] products, our financial results could be adversely affected.

Product innovation, particularly for our core brands, [removed: such as our launch of Jack Daniel’s Tennessee Apple,] is a significant element of our growth strategy; however, there can be no assurance that we will continue to develop and implement successful line extensions, packaging, formulation or flavor changes, or new products.

Unsuccessful implementation or short-lived popularity of our product innovations could result in inventory write-offs and other costs, reduction in profits from one year to the next, and also could damage [removed: consumers’] [added: consumers'] perception of [removed: the] [added: our] brand family.

Our inability to attract consumers to our product innovations relative to our [removed: competitors’] [added: competitors'] products [removed: -] [added: –] especially over time [removed: -] [added: –] could negatively affect our growth, business, and financial results.

[removed: Our] [added: Our] ability to market and sell our products depends heavily on societal attitudes toward drinking and governmental policies that both flow from and affect those [removed: attitudes.][added: attitudes.]

Risks Related to Our Business and Operations

For example, we have observed an increase in diversification by various consumer goods companies such as the entrance of both traditional beer and soft drink companies into the RTD market and the entrance of both beer and spirits companies into the cannabis market – expanding the potential for competition in the spirits market from various sectors of the consumer goods industry.

To remain competitive, we must be agile and efficient in the adoption of digital technologies, the building of analytical capabilities, and the scaling of brand expense investment levels, particularly following the COVID-19 pandemic, which our competitors may be able to achieve with more agility and resources.

product or products.

Our tequila supply is also dependent on the growth cycle of our agave plants which take approximately seven years to reach maturity, requiring us to make forecasts of demand for our tequilas over a long-time horizon to determine in advance how much agave to plant.

Higher costs or unavailability of water, raw materials, product ingredients, or labor could adversely affect our financial results.

For example, in connection with the COVID-19 pandemic, we experienced disruptions in our manufacturing operations and supply chain related to raw material delays with respect to our neutral spirits supplier in France.

We have also experienced supply chain disruptions in connection with the availability of both glass and timely modes of transportation to ship our products globally.

Climate change could also affect the maturation and yield of our aged inventory over time.

Additionally, investor advocacy groups, institutional investors, other market participants, stockholders, employees, consumers, and customers have focused increasingly on the environmental, social, and governance (“ESG”) or “sustainability” practices of companies.

These stakeholders have placed increased importance on ESG practices and their effect on companies as an investment or employer.

If our ESG practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our brand, reputation, and employee retention may be negatively affected.

Risks Related to Our Global Operations

While the European Union's original plan to double its current retaliatory tariffs on June 1, 2021, has been postponed, if such tariffs were to double, our financial results would be further adversely affected.

Additionally, it could limit the availability of our products and prompt consumers to seek alternative products.

Legal and Regulatory Risks

Changes in laws, regulatory measures, or

Additionally, President Biden has proposed, among other changes to the tax code, an increase in the U.S. corporate income tax rate from 21% to 28%, an increase of the U.S. tax rate on foreign income from 10% to 21%, eliminating the Foreign Derived Intangible Income deduction, and imposing an alternative minimum tax (AMT) on book income.

And recently, the U.S. Treasury department proposed the adoption of a global minimum corporate tax rate of at least 15%.

While we are unable to predict whether any of these changes will ultimately be enacted, if these or similar proposals are enacted into law, they could negatively impact our effective tax rate.

In fiscal 2021, we have observed excise tax increases in Turkey, France, Finland, Romania, the Mexican state of Michoacan, and the annual Australian increase tied to the consumer price index.

Additionally, during fiscal 2021, several countries including Australia, Poland, and Brazil began to seriously consider changes to their overall beverage alcohol tax policies.

potentially associated with cancer or birth defects.

For example, in February 2021, the European Union published its Europe Beating Cancer Plan.

As part of the plan, by the end of 2023, the European Union will issue a proposal for mandatory health warnings on beverage alcohol product labels.

For example, in 2020 in Australia and New Zealand, after concerted campaigning from advocacy groups, the government legislated mandatory pregnancy warning labels to be applied to alcohol beverages with a transition period of three years.

Risks Related to Cybersecurity and Data Privacy

For example, in July 2020, we discovered a data breach incident involving malware and related behaviors that resulted in unauthorized access to our IT networks.

Furthermore, a cyber breach at any one of our suppliers, customers, or other direct or indirect business partners could have a material adverse effect on our business.

Risks Related to Our Ownership and Corporate Governance Structure

For example, the European Union plans the doubling of current retaliatory tariffs by June 2021 if there is no resolution of the economic relations with the United States.

Furthermore, uncertainty related to the future of the European Union may affect our business and financial performance in Europe.

On January 31, 2020, the United Kingdom left the European Union (Brexit), and, until a trade deal between the United Kingdom and the European Union is finalized, we face economic and political uncertainty related to the negotiation of any such successor trading arrangement as well as volatility in exchange rates, risk to supply chains across the European Union, restrictions on the mobility of employees and consumers, or changes to customs duties, tariffs, or industry specific requirements and regulations.

In addition, any new trade barriers, sanctions, tariffs, or any

retaliatory measures in response to the foregoing could materially and adversely affect our operations.

We are a global company that markets and sells our products in over 170 countries.

reducing consumers’ willingness to make discretionary purchases of beverage alcohol products or pay for premium brands such as ours.

In unfavorable economic conditions, such as those reflected in the current unprecedented levels of unemployment in the United States, consumers may make more value-driven and price-sensitive purchasing choices and drink more at home rather than at restaurants, bars, and hotels, which tend to favor many of our premium and super-premium products, which negatively impacts our operating margins.

In fiscal 2020, we have observed excise tax increases in Australia, Poland, and Czech Republic.

Consumer preferences and purchases may shift, often in unpredictable ways, due to several factors, including health and wellness trends; changes in economic conditions, demographic,

In addition, insurance proceeds may be insufficient to cover the replacement value of our inventory of maturing products and other assets if they were to be lost.

Higher costs or unavailability of materials could adversely affect our financial results, as could our inability to obtain certain finished goods or to sell used materials.

Our ability to sell used barrels for reuse may be affected by fluctuations in the market.

For example, lower prices, increased competitive supply of used barrels, and weaker demand from Irish and blended scotch industry buyers may make it difficult to sell our used barrels at sustainable prices and quantities, which could negatively affect our financial results.

For example, advocacy groups in Australia and the United Kingdom have called for the consideration of requiring the sale of alcohol in plain packaging with more comprehensive health warnings in an effort to change drinking habits in those countries.

businesses at acceptable prices and terms.

production defect, a whistleblower suit, or other major litigation that could adversely affect our business results, particularly if there is negative publicity or to the extent the losses or expenses were not covered by insurance.

In the European Union, the General Data Protection Regulation (GDPR) became effective in May 2018, for all member states and has extraterritorial effect.

The GDPR includes operational requirements for companies receiving or processing personal data of European Union residents that are partially different from those that had previously been in place and includes significant penalties for noncompliance.

| Table of Contents | | [added: | | | |]

| | [added: | |] Page | [added: | |]

| Presentation basis. This MD&A reflects the basis of presentation described in Note 1 “Accounting Policies” to the Consolidated Financial Statements. In addition, we define statistical and non-GAAP financial measures that we believe help readers understand our results of operations and the trends affecting our business. | [removed: [27](#sAC6ABA504F245B01B8D9DEEFA1714B2F)] | [added: | [31](#i58ce46c4fbc44bd0a4cb9d6039733be6_91) | | |]

| Significant developments. We discuss developments during the most recent two fiscal years. Please read this section in conjunction with “Item 1. Business,” which provides a general description of our business and strategy. | [removed: [30](#sA411539ABD055BB3B1DA008C97CEA98D)] | [added: | [35](#i58ce46c4fbc44bd0a4cb9d6039733be6_97) | | |]

| Executive summary. We discuss (a) fiscal [removed: 2020] [added: 2021] highlights and (b) our outlook for fiscal [removed: 2021,] [added: 2022,] including the trends, developments, and uncertainties that we expect to affect our business. | [removed: [32](#sFE4349D8F2865FD992F97E4075199B9C)] | [added: | [37](#i58ce46c4fbc44bd0a4cb9d6039733be6_103) | | |]

| Results of operations. We discuss (a) fiscal [removed: 2020] [added: 2021] results for our largest markets, (b) fiscal [removed: 2020] [added: 2021] results for our largest brands, and (c) the causes of year-over-year changes in our statements of operations line items, including transactions and other items that affect the comparability of our results, for fiscal years [removed: 2020] [added: 2021] and [removed: 2019.] [added: 2020.] | [removed: [34](#sE19CEFC3054A533E8ADE96A97232EB8A)] | [added: | [40](#i58ce46c4fbc44bd0a4cb9d6039733be6_106) | | |]

| Liquidity and capital resources. We discuss (a) the causes of year-over-year changes in cash flows from operating activities, investing activities, and financing activities; (b) recent and expected future capital expenditures; (c) dividends and share repurchases; and (d) our liquidity position, including capital resources available to us. | [removed: [41](#sA2745723241F5AB38A6F5A9C8C5C8137)] | [added: | [47](#i58ce46c4fbc44bd0a4cb9d6039733be6_118) | | |]

| Off-balance sheet arrangements. | [removed: [42](#sDB60C8915A345F47A503C3620F59DB43)] | [added: | [48](#i58ce46c4fbc44bd0a4cb9d6039733be6_133) | | |]

| Long-term obligations. | [removed: [43](#sE0113AEB8AAD507B8057C07FE1C0785C)] | [added: | [49](#i58ce46c4fbc44bd0a4cb9d6039733be6_136) | | |]

| Critical accounting policies and estimates. We discuss the critical accounting policies and estimates that require significant management judgment. | [removed: [43](#s5B6768C81A9D5DAB83B5DBB0BC82ABE2)] | [added: | [49](#i58ce46c4fbc44bd0a4cb9d6039733be6_139) | | |]

To calculate these measures, we adjust, as applicable, for [removed: (a)] [added: (1)] acquisitions and divestitures, [removed: (b)] [added: (2)] foreign exchange, [removed: (c)] [added: (3)] estimated net changes in distributor inventories, [removed: and (d)] [added: (4)] a non-cash write-down of the Chambord brand [removed: name.][added: name, and (5) a commitment to our charitable foundation.]

[removed: | • |] [added: -] *“Acquisitions and divestitures.”* This adjustment removes (a) [added: the gain or loss recognized on sale of divested brands, (b)] any non-recurring effects related to our acquisitions and divestitures (e.g., [removed: transaction gains or losses, transaction costs,] [added: transaction, transition,] and integration costs), and [removed: (b)] [added: (c)] the effects of operating activity related to acquired and divested brands for periods not comparable year over year (non-comparable periods). [removed: 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. |]

See Note 12 to the [added: Condensed] Consolidated Financial Statements for details.

[removed: | • | *“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 underlying trend both positively and negatively.] (In this report, “dollar” always means the U.S. dollar unless stated otherwise.) To eliminate the effect of foreign exchange fluctuations when comparing across periods, we translate current-year results at prior-year rates and remove transactional and hedging foreign exchange gains and losses from current- and prior-year periods. [removed: |]

[removed: | • | *“Estimated net change in distributor inventories.”* This adjustment refers to the estimated net effect of changes in distributor inventories on changes in certain line items of the statements of operations. For each period compared, we use volume information from our distributors to estimate the effect of distributor inventory changes in certain line items of the statements of operations.] We believe that this adjustment reduces the effect of varying levels of distributor inventories on changes in certain line items of the statements of operations and allows us to understand better our underlying results and trends. [removed: |]

[removed: | • |] [added: -] *“Chambord impairment.”* During [removed: the fourth quarter of] fiscal 2020, we recognized a non-cash impairment charge of $13 million for our Chambord brand name. [removed: See “Critical Accounting Policies and Estimates” below and Note 4 to the Consolidated Financial Statements for details. |]

We use this non-GAAP measure because we consider [removed: return on average invested capital] [added: it] to be a meaningful indicator of how effectively and efficiently we invest capital in our business.

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 [removed: spirits] [added: beverage alcohol] category.

In “Results of Operations - Fiscal [removed: 2020] [added: 2021] Market Highlights,” we provide supplemental information for our largest markets ranked by percentage of total fiscal [removed: 2020] [added: 2021] net sales.

[removed: | *•* | *“Developed International”* markets are “advanced economies” as defined by the IMF, excluding the United States.] Our largest developed international markets are [added: Australia, Germany,] the United Kingdom, [removed: Germany, Australia,] France, [removed: Japan,] and Canada. [removed: This aggregation represents our net sales of branded products to these markets. |]

[removed: | • | *“Emerging”* markets are “emerging and developing economies” as defined by the IMF. Our largest emerging markets are Mexico, Poland, and Russia.] This aggregation represents our net sales of branded products to these markets. [removed: |]

[removed: | *•* | *“Travel] [added: *•“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. [removed: |]

[removed: | • |] [added: -] *“Non-branded and bulk”* includes our net sales of used barrels, bulk whiskey and wine, and contract bottling, regardless of customer location. [removed: |]

In “Results of Operations - Fiscal [removed: 2020] [added: 2021] Brand Highlights,” we provide supplemental information for our largest brands ranked by percentage of total fiscal [removed: 2020] [added: 2021] net sales.

[removed: | *•* | *“Whiskey”* includes all whiskey spirits and whiskey-based flavored liqueurs, ready-to-drink (RTD), and ready-to-pour products (RTP).] The brands included in this category are the Jack [removed: Daniel’s] [added: Daniel's] family of brands, the Woodford Reserve family of brands (Woodford Reserve), [removed: Canadian Mist, GlenDronach, BenRiach, Glenglassaugh,] the Old Forester family of brands (Old Forester), [removed: Early Times,] [added: GlenDronach, Benriach, Glenglassaugh,] Slane Irish Whiskey, and [removed: Coopers’] [added: Coopers'] Craft. [removed: |]

[removed: | • | *“American] [added: ◦*“American] whiskey”* includes the Jack [removed: Daniel’s] [added: Daniel's] family of brands, premium bourbons (defined below), super-premium American whiskey (defined below), and Early [removed: Times. |][added: Times, which we divested during the first quarter of fiscal 2021.]

[removed: | • | *“Jack Daniel’s] [added: ▪*“Jack Daniel's] family of brands”* includes Jack [removed: Daniel’s] [added: Daniel's] Tennessee Whiskey (JDTW), Jack [removed: Daniel’s] [added: Daniel's] RTD and RTP products (JD RTD/RTP), Jack [removed: Daniel’s] [added: Daniel's] Tennessee Honey (JDTH), Gentleman Jack, Jack [removed: Daniel’s] [added: Daniel's] Tennessee Fire (JDTF), Jack [removed: Daniel’s] [added: Daniel's] Tennessee Apple (JDTA), Jack [removed: Daniel’s] [added: Daniel's] Single Barrel Collection (JDSB), Jack [removed: Daniel’s] [added: Daniel's] Tennessee Rye Whiskey (JDTR), Jack [removed: Daniel’s Sinatra Select, Jack Daniel’s] [added: Daniel's] No. 27 Gold Tennessee Whiskey, [added: Jack Daniel's Sinatra Select,] and Jack [removed: Daniel’s] [added: Daniel's] Bottled-in-Bond. [removed: |]

[removed: | • |] [added: -] *“Jack [removed: Daniel’s] [added: Daniel's] RTD and RTP”* products include all RTD line extensions of Jack [removed: Daniel’s,] [added: Daniel's,] such as Jack [removed: Daniel’s] [added: Daniel's] & Cola, Jack [removed: Daniel’s] [added: Daniel's] Country Cocktails, Jack [removed: Daniel’s] [added: Daniel's] & Diet Cola, Jack & Ginger, Jack [removed: Daniel’s] [added: Daniel's] Double Jack, Gentleman Jack & Cola, Jack [removed: Daniel’s Lynchburg Lemonade, Jack Daniel’s] [added: Daniel's] American Serve, Jack [removed: Daniel’s] [added: Daniel's] Tennessee Honey RTD, Jack [removed: Daniel’s] [added: Daniel's] Berry, Jack [removed: Daniel’s Cider,] [added: Daniel's Lynchburg Lemonade, Jack Daniel's Whiskey & Seltzer,] and the seasonal Jack [removed: Daniel’s] [added: Daniel's] Winter Jack RTP. [removed: |]

[removed: | • | *“Premium] [added: ▪*“Premium] bourbons”* includes Woodford Reserve, Old Forester, and [removed: Coopers’] [added: Coopers'] Craft. [removed: |]

[removed: | • | *“Super-premium] [added: ▪*“Super-premium] American whiskey”* includes Woodford Reserve, Gentleman Jack, JDSB, JDTR, Jack [removed: Daniel’s Sinatra Select, and Jack Daniel’s] [added: Daniel's] No. 27 Gold Tennessee [removed: Whiskey. |][added: Whiskey, and Jack Daniel's Sinatra Select.]

[removed: | *•* | *“Tequila”*] [added: *•“Tequila”*] includes [removed: el Jimador,] the Herradura family of brands (Herradura), [added: el Jimador,] New Mix, Pepe Lopez, and Antiguo. [removed: |]

[removed: | *•* | *“Wine”*] [added: *•“Wine”*] includes Korbel Champagnes and Sonoma-Cutrer wines. [removed: |]

[removed: | • |] [added: -] *“Vodka”* includes Finlandia. [removed: |]

[removed: | *•* | *“Non-branded] [added: *•“Non-branded] and bulk”* includes our net sales of used barrels, bulk whiskey and wine, and contract bottling, regardless of customer location. [removed: |]

[removed: | • |] [added: -] *“Consumer takeaway.”* When discussing trends in the market, we refer to consumer takeaway, a term commonly used in the beverage alcohol industry that refers to the purchase of product by consumers from retail [removed: outlets] [added: outlets, including products purchased through e-premise channels,] as measured by volume or retail sales value. [removed: This information is provided by third parties, such as Nielsen and the National Alcohol Beverage Control Association (NABCA). Our estimates of market share or changes in market share are derived from consumer takeaway data using the retail sales value metric. We believe consumer takeaway is a leading indicator of how consumer demand is trending. |]

Below we discuss the significant developments in our business during fiscal [removed: 2019] [added: 2020] and fiscal [removed: 2020.][added: 2021.]

These developments relate to the COVID-19 pandemic (COVID-19), [removed: tariffs,] innovation, acquisitions and divestitures, and capital deployment.

[removed: Solid] [added: We experienced strong] off-premise gains across [removed: some] [added: many] of our developed markets, [removed: which reflected] [added: reflecting] an increase in at-home [removed: consumption, pantry loading,] [added: consumption] and [removed: strong] [added: exceptional] growth in the e-premise [removed: channel only partially offset the on-premise and Travel Retail declines.][added: channel.]

While the financial impact of COVID-19 on our [removed: results] [added: business] is difficult to measure, it [removed: has] had an [removed: unfavorable impact] [added: effect] on our [removed: operating income] [added: fiscal 2021 financial performance, both positive] and [removed: business operations.][added: negative.]

We [added: further] discuss the [removed: estimated] effect of COVID-19 on our results where relevant below.

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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.

In fiscal 2020, we acquired The 86 Company, which owns Fords Gin.

During fiscal 2021, we sold our Early Times, Canadian Mist, and Collingwood brands and related assets, which resulted in a pre-tax gain of $127 million, and entered into a related transition services agreement (TSA) for these brands.

Also, during fiscal 2021, we acquired Part Time Rangers Limited, which owns Part Time Rangers RTDs.

This adjustment removes (a) transaction and integration costs related to the acquisitions and divestitures, (b) operating activity for The 86 Company for the non-comparable period, which is activity in the first quarter of fiscal 2021, (c) the gain on sale of Early Times, Canadian Mist, and Collingwood and related assets, (d) operating activity for the non-comparable period for Early Times, Canadian Mist, and Collingwood, which is activity in the second, third, and fourth quarters for both fiscal 2020 and fiscal 2021, (e) the net sales and operating expenses recognized in fiscal 2021 pursuant to the TSA related to (i) contract bottling services and (ii) distribution services in certain markets, and (f) operating activity for Part Time Rangers Holdings Limited for the non-comparable period, which is activity in the third and fourth quarters of fiscal 2021.

- *“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 underlying trend both positively and negatively.

- *“Estimated net change in distributor inventories.”* This adjustment refers to the estimated net effect of changes in distributor inventories on changes in certain line items of the statements of operations.

For each period compared, we use volume information from our distributors to estimate the effect of distributor inventory changes in certain line items of the statements of operations.

See “Critical Accounting Policies and Estimates” below and Note 4 to the Consolidated Financial Statements for details.

- *“Foundation.”* In fiscal 2021, we committed $20 million to the Brown-Forman Foundation (the Foundation) to support the communities where our employees live and work.

This adjustment removes the $20 million commitment to the Foundation from our underlying SG&A expenses and underlying operating income to present our underlying results on a comparable basis.

When we provide guidance for underlying change for certain measures of the statements of operations we do not provide guidance for the corresponding GAAP change because the GAAP measure will include items that are difficult to quantify or predict with reasonable certainty, including the estimated net change in distributor inventories and foreign exchange, each of which could have a significant impact to our GAAP income statement measures.

*•“Developed International”* markets are “advanced economies” as defined by the IMF, excluding the United States.

- *“Emerging”* markets are “emerging and developing economies” as defined by the IMF.

Our largest emerging markets are Mexico, Poland, Brazil, and Russia.

This aggregation represents our net sales of branded products to these markets.

*•“Whiskey”* includes all whiskey spirits and whiskey-based flavored liqueurs, ready-to-drink (RTD), and ready-to-pour products (RTP).

Also includes the Early Times, Canadian Mist, and Collingwood brands, which we divested during the first quarter of fiscal 2021.

See Note 12 to the Condensed Consolidated Financial Statements for details.

*•“Depletions.”* We generally record revenues when we ship or deliver our products to our customers.

“Depletions” is a term commonly used in the beverage alcohol industry to describe volume.

Depending on the context, depletions usually means

either (a) our shipments directly to retail or wholesale customers for owned distribution markets or (b) shipments from our distributor customers to retailers and wholesalers in other markets.

We believe that depletions measure volume in a way that more closely reflects consumer demand than our shipments to distributor customers do.

In this document, unless otherwise specified, we refer to depletions when discussing volume.

This information is provided by third parties, such as Nielsen and the National Alcohol Beverage Control Association (NABCA).

Our estimates of market share or changes in market share are derived from consumer takeaway data using the retail sales value metric.

We believe consumer takeaway is a leading indicator of how consumer demand is trending.

The ongoing COVID-19 pandemic continues to impact the global economy and create economic uncertainty, even with multiple vaccines in various stages of deployment worldwide.

Governments around the world imposed restrictions on travel and business operations and placed limitations on the size of public and private gatherings of their citizens.

As a result of such restrictions, many businesses have either been closed or their operations have been modified.

The bar, restaurant, airline, cruise, and related hospitality industries were particularly impacted as the ability to travel and gather was severely limited or restricted.

However, during the fourth quarter of fiscal 2021, the operating environment in some markets began to improve, particularly as the on-premise channel began to recover and some degree of travel resumed through our Travel Retail channel.

Conversely, the negative impact was concentrated in (a) the on-premise (representing approximately 20% of our business globally prior to COVID-19) as a result of the restrictions in the channel, (b) our Travel Retail channel (representing approximately 4% of our business prior to COVID-19) as a result of travel bans and other restrictions, and (c) certain emerging markets where we have seen evidence of consumers trading down from premium spirit categories where our portfolio is focused.

We believe we remain in a strong financial position, and our capacity to generate solid operating cash flow remains sound.

- Jack Daniel's family of brands.

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On July 3, 2019, we acquired 100% of the voting interests in The 86 Company, which owns Fords Gin, for $22 million in cash.

This adjustment removes (a) transaction and integration costs related to the acquisition and (b) operating activity for the acquired business for the non-comparable period, which is fiscal 2020 activity for The 86 Company.

| *•* | *“Depletions.”* We generally record revenues when we ship our products to our customers. Depletions is a term commonly used in the beverage alcohol industry to describe volume. Depending on the context, depletions means either (a) our shipments directly to retail or wholesale customers for owned distribution markets or (b) shipments from our distributor customers to retailers and wholesalers in other markets. We believe that depletions measure volume in a way that more closely reflects consumer demand than our shipments to distributor customers do. In this document, unless otherwise specified, we refer to depletions when discussing volume. |

COVID-19 negatively affected our results beginning in the fourth quarter of fiscal 2020.

Year-to-date underlying net sales for the nine months ended January 31, 2020, grew in the low single digits and were adversely affected by COVID-19 during the fourth quarter of fiscal 2020.

This was largely reflected in both on-premise (representing nearly 20% of our business) and Travel Retail channels essentially coming to a halt in March and April.

Despite the negative effects of COVID-19 on our results in the fourth quarter and the full year, we ended the fiscal year in a strong financial position, and we believe that our capacity to generate solid operating cash flow remains sound, allowing us to navigate this crisis as circumstances evolve.

See “Liquidity and Capital Resources” below for details.

Tariffs

Tariffs negatively affected our results beginning in the second quarter of fiscal 2019, and are expected to continue to have a negative impact on our results as long as tariffs are in place.

While our results for fiscal 2020 were negatively affected by tariffs as described below, the year-over-year impact began to ease during the third quarter of fiscal 2020.

| *•* | Lower net sales. Certain customers paid the incremental costs of tariffs, and we compensated these customers for these incremental costs by reducing our net prices, which lowered our net sales. |

| *•* | Higher cost of sales. In markets where we own inventory, we paid the incremental cost of tariffs, which increased our cost of sales. |

The combined effect of these tariff-related costs, whether arising as a reduction of net sales or as an increase in cost of sales, is hereafter referred to as “tariff-related costs.” We discuss the estimated effect of the tariffs on our results where relevant below.

| ◦ | In fiscal 2019, we expanded JDTR to several additional markets including France, Travel Retail, Germany, and Poland, and we launched Jack Daniel’s Bottled-in-Bond exclusively in Travel Retail. |

| ◦ | In fiscal 2019, we introduced Old Forester’s first new grain recipe with the launch of Old Forester Rye. |

| • | On July 3, 2019, we acquired 100% of the voting interests in The 86 Company, which owns Fords Gin, for $22 million in cash. |

| • | Beyond the acquisition described above, we have focused our capital deployment initiatives on (a) enabling the expected future growth of our existing businesses through investments in our production capacity, barrel whiskey inventory, and brand-building efforts; and (b) returning cash to our stockholders. |

| ◦ | *Jack Daniel’s.* We expanded our shipping warehouse facility and built two additional warehouses. |

| ◦ | *Old Forester.* We opened the Old Forester Distillery and visitors’ center on Main Street in Louisville, Kentucky, in the summer of 2018. |

| *◦* | *Slane Irish Whiskey.* We opened a new distillery in the summer of 2018. |

| ◦ | *Brown-Forman Cooperage.* We invested in the modernization of our cooperage. |

| • | Cash returned to stockholders. During fiscal 2019 and fiscal 2020, we returned $0.8 billion to our stockholders through $0.6 billion in regular quarterly dividends, and $0.2 billion in share repurchases. |

| • | We delivered reported net sales of $3.4 billion, an increase of 1% compared to fiscal 2019. Excluding the negative effect of foreign exchange and an estimated net increase in distributor inventories, underlying net sales were flat. Growth of our premium bourbon brands, the launch of JDTA, and JD RTDs was offset by declines of JDTW and Finlandia. From a geographic perspective, the United States was the largest contributor to our underlying net sales. Declines in Travel Retail, developed international, and emerging markets offset this growth. COVID-19 had a negative impact on our results from both a brand and geographic perspective. |

| • | We delivered reported operating income of $1.1 billion, a decrease of 5% compared to fiscal 2019. Excluding an estimated net increase in distributor inventories and the Chambord impairment, underlying operating income declined 6% reflecting higher input and tariff-related costs (defined above) along with an increase in SG&A expense. |

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| SG&A | 641 | | | | 642 | | | | — | % | | 1 | % |

4See “Non-GAAP Financial Measures” above for details on our use of “return on average invested capital,” including how we calculate this measure and why we think this information is useful to readers.

Since the COVID-19 pandemic began, we have taken a “People First” approach to this crisis, taking numerous measures ensuring the health and safety of our employees.

We face substantial uncertainty related to the evolving COVID-19 pandemic and its effect on the global economy.

We currently expect no material impact on our ability to make, ship, market, and sell our brands to our consumers.

Our total number of employees has remained essentially unchanged (since COVID-19), and at this time we

expect this to continue as we leverage our people resources by reallocating them toward the off-premise channel and the rapidly growing e-premise channel.

We have increased our focus on the management of our uses of cash, such as reducing spend behind on-premise and global travel retail activities as well as discretionary spend (including hiring and travel freezes), and deferring certain capital expenditures and re-prioritizing where necessary, while continuing to invest behind the business where appropriate.

Further, as COVID-19 and its effect on the global economy continues to evolve, we will continue to closely monitor key developments in our markets, including (a) the stage of recovery, (b) industry and consumer behavior, (c) macroeconomic conditions, and (d) the timing, likelihood, severity, and restrictions associated with any future waves of COVID-19.

As a result of these uncertainties, we are not able to provide quantitative guidance for fiscal 2021 at this time.

From a qualitative perspective, we believe that the Travel Retail channel will not recover in fiscal 2021, the on-premise channel recovery will depend on a variety of factors, and emerging markets will likely be slower to recover.

Our most significant foreign currency exposures include the euro, the British pound, the Australian dollar, [removed: the Polish zloty, the Mexican peso,] and the [removed: Russian ruble.][added: Polish zloty.]

We had outstanding currency derivatives with notional amounts totaling [removed: $1,241] [added: $1,026] million and [removed: $1,026] [added: $1,218] million at April 30, [removed: 2019] [added: 2020] and [removed: 2020,] [added: 2021,] respectively.

We estimate that a hypothetical 10% weakening of the dollar compared to exchange rates of hedged currencies as of April 30, [removed: 2020,] [added: 2021,] would decrease the fair value of our then-existing foreign currency derivative contracts by approximately [removed: $75] [added: $81] million.

Our most significant commodities exposures include [added: wood,] corn, [added: agave,] malted barley, rye, [removed: natural gas, agave,] and [removed: wood.][added: natural gas.]

We manage certain exposures through [removed: a combination of] [added: forward] purchase [removed: orders and long-term supply] contracts.

As of April 30, [removed: 2020,] [added: 2021,] our cash and cash equivalents [removed: ($675] [added: ($1,150] million) and short-term [added: commercial paper] borrowings [removed: ($333] [added: ($195] million) were exposed to interest rate changes.

Based on the then-existing balances of [removed: these items,] [added: our variable-rate debt and interest-bearing investments,] a hypothetical one percentage point increase in interest rates would result in a negligible decrease in net interest expense.

Our interest rate exposures include U.S. Treasury rates, European Central Bank rates, British government rates, and LIBOR.

We primarily manufacture, distill, bottle, import, export, market, and sell a wide variety of [removed: alcoholic beverages] [added: beverage alcohol products] under recognized brands.

We employ approximately [removed: 4,800] [added: 4,700] people (excluding individuals that work on a part-time or temporary basis) on six continents, including approximately [added: 2,600 people in the United States (approximately 14% of which are represented by a union) and] 1,200 people in Louisville, Kentucky, USA, home of our world headquarters.

[removed: We] [added: According to International Wine & Spirit Research (IWSR), we] are the largest American-owned spirits and wine company with global reach.

The most important brand in our portfolio is Jack [removed: Daniel’s] [added: Daniel's] Tennessee Whiskey, which was ranked in the [removed: 2019] [added: 2020] Interbrand “Best Global Brands” as the most valuable global spirits brand in the world and the third most valuable beverage alcohol brand.

Jack [removed: Daniel’s] [added: Daniel's] Tennessee Whiskey is the largest American whiskey brand in the world and the fourth-largest premium spirits brand of any kind, according to Impact [removed: Databank’s] [added: Databank's] “Top 100 Premium Spirits Brands [removed: Worldwide”] [added: Worldwide”1] list.

Our other leading global brands on the Worldwide Impact list are Finlandia, which is the [removed: tenth-largest-selling] [added: twelfth-largest-selling] vodka; Jack [removed: Daniel’s] [added: Daniel's] Tennessee Honey, which is the second-largest-selling flavored whiskey; and el Jimador, which is the [removed: fifth-largest-selling] [added: seventh-largest-selling] tequila.

Woodford Reserve and Old Forester were once again selected for the Impact “Hot [removed: Brand,”1 list] [added: Brands”1 list,] marking [removed: seven] [added: eight] and [removed: two] [added: three] consecutive years on the list, respectively.

| Principal Brands | | | [added: | | | | | |]

| Jack [removed: Daniel’s] [added: Daniel's] Tennessee Whiskey | | [added: | | | |] Korbel California [removed: Brandy5] [added: Champagnes5] | [added: | |]

| [removed: Jack Daniel’s Tennessee Honey | |] el Jimador New Mix RTDs | [added: | | | | | | | |]

| Gentleman Jack Rare Tennessee Whiskey | | [removed: Herradura Tequilas6] | [added: | | | Finlandia Vodkas | | |]

| Jack [removed: Daniel’s] [added: Daniel's] Tennessee Fire | | [added: | | | |] Sonoma-Cutrer California Wines | [added: | |]

| Jack [removed: Daniel’s Tennessee Rye] [added: Daniel's Winter Jack] | | [added: | | | |] GlenDronach Single Malt Scotch Whisky | [added: | |]

| Jack [removed: Daniel’s] [added: Daniel's] Sinatra Select | | [removed: BenRiach] [added: | | | | Glenglassaugh] Single Malt Scotch Whisky | [added: | |]

| Jack [removed: Daniel’s] [added: Daniel's] No. 27 Gold Tennessee Whiskey | | [removed: Glenglassaugh] [added: | | | | Benriach] Single Malt Scotch Whisky | [added: | |]

| Jack [removed: Daniel’s Winter Jack] [added: Daniel's Tennessee Apple] | | [added: | | | |] Old Forester Kentucky Straight Bourbon Whisky | [added: | |]

| Jack [removed: Daniel’s Bottled-in-Bond] [added: Daniel's Single Barrel Collection3] | | [added: | | | |] Old Forester Whiskey Row Series | [added: | |]

| Jack [removed: Daniel’s] [added: Daniel's] Tennessee [removed: Apple4] [added: Rye] | | [added: | | | |] Old Forester Kentucky Straight Rye Whisky | [added: | |]

| Woodford Reserve Kentucky Bourbon | | [removed: Chambord Liqueur] | [added: | | | Pepe Lopez Tequila | | |]

| Woodford Reserve Kentucky Rye Whiskey | | [removed: Pepe Lopez Tequila] | [added: | | | Slane Irish Whiskey | | |]

| Woodford Reserve Kentucky Straight Malt Whiskey | | [removed: Antiguo Tequila] | [added: | | | Fords Gin | | |]

| Woodford Reserve Kentucky Straight Wheat [removed: Whiskey4] [added: Whiskey] | | [removed: Slane Irish Whiskey] | [added: | | | Coopers' Craft Kentucky Bourbon | | |]

| 1Impact Databank, March [removed: 2020.] [added: 2021.] | | [added: | | | |]

| 2Jack [removed: Daniel’s RTDs] [added: Daniel's RTD] includes Jack [removed: Daniel’s] [added: Daniel's] & Cola, Jack [removed: Daniel’s] [added: Daniel's Country Cocktails, Jack Daniel's] & Diet Cola, Jack & Ginger, Jack [removed: Daniel’s Country Cocktails,] [added: Daniel's Double Jack,] Gentleman Jack & Cola, Jack [removed: Daniel’s Double Jack, Jack Daniel’s] [added: Daniel's] American Serve, Jack [removed: Daniel’s] [added: Daniel's] Tennessee Honey RTD, Jack [removed: Daniel’s] [added: Daniel's] Berry, Jack [removed: Daniel’s Cider,] [added: Daniel's Lynchburg Lemonade,] and Jack [removed: Daniel’s Lynchburg Lemonade.] [added: Daniel's Whiskey & Seltzer.] | | [added: | | | |]

| 3The Jack [removed: Daniel’s] [added: Daniel's] Single Barrel Collection includes Jack [removed: Daniel’s] [added: Daniel's] Single Barrel Select, Jack [removed: Daniel’s] [added: Daniel's] Single Barrel Barrel Proof, Jack [removed: Daniel’s] [added: Daniel's] Single Barrel Rye, and Jack [removed: Daniel’s] [added: Daniel's] Single Barrel 100 Proof. | | [added: | | | |]

| 5Korbel is not an owned brand. We sell Korbel products under contract in the United States and other select markets. | | [added: | | | |]

| 6Herradura Tequilas comprise all expressions of [removed: Herradura including Herradura Ultra.] [added: Herradura.] | | [added: | | | |]

[removed: Management’s] [added: Management's] Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal [removed: 2020] [added: 2021] Brand Highlights” for brand performance details.

These platforms cover a wide spectrum of activities, including media advertising (TV, radio, print, outdoor, [removed: and, increasingly, digital] [added: digital,] and social), consumer and trade promotions, sponsorships, and [removed: visitors’] [added: visitors'] center programs at our distilleries and our winery.

We expect to grow our sales and profits by consistently delivering creative, responsible marketing programs that drive brand recognition, brand trial, brand [removed: loyalty – and,] [added: loyalty, and] ultimately, consumer demand around the world.

The United States, our most important market, accounted for 50% of our net sales in fiscal [removed: 2020] [added: 2021] and the other 50% were outside of the United States.

The [removed: following represents] [added: table below shows] the percentage of total net sales for our largest markets [removed: for the] [added: in our three] most recent [removed: three] fiscal [removed: years below:][added: years:]

| Percentage of Total Net Sales by Geographic Area | | | | | | | [added: | | | | | | | | | | |]

| | [added: | | | | | | | |] Year ended April 30 | | | | | | [added: | | |]

| [removed: 2018] | | [added: | | | |] 2019 | | [added: |] 2020 | | | [added: 2021 | | | | | |]

| United States | [added: | | | | | | | |] 47 | [added: |] % | [removed: 47] [added: 50] | [added: |] % | 50 | [added: |] % |

| United Kingdom | [removed: 6] | [removed: %] | [added: | | | | | |] 6 | [added: |] % | 5 | [added: |] % | [added: 6 | | % |]

| Germany | [added: | | | | | | | |] 5 | [added: |] % | 5 | [added: |] % | [removed: 5] [added: 6] | [added: |] % |

| Australia | [added: | | | | | | | |] 5 | [added: |] % | 5 | [added: |] % | [removed: 5] [added: 6] | [added: |] % |

| Mexico | [added: | | | | | | | |] 5 | [added: |] % | 5 | [added: |] % | [removed: 5] [added: 4] | [added: |] % |

Gentleman Jack, Herradura, and Jack Daniel's Tennessee Apple were also named to the “Hot Brands”1 list.

| Jack Daniel's RTD2 | | | | | | Korbel California Brandy5 | | |

| Jack Daniel's Tennessee Honey | | | | | | Herradura Tequilas6 | | |

| Jack Daniel's Bottled-in-Bond | | | | | | Chambord Liqueur | | |

| Woodford Reserve Double Oaked | | | | | | Antiguo Tequila | | |

| el Jimador Tequilas4 | | | | | | Part Time Rangers RTDs7 | | |

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| 4el Jimador Tequilas comprise all full-strength expressions of el Jimador. | | | | | |

| 7Acquired in fiscal 2021. | | | | | |

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We recently announced our plans to move Belgium and Taiwan to owned distribution in fiscal 2022 and Russia in fiscal 2023.

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Currently, we are managing through the impact of some global supply chain disruptions and are deploying a number of risk mitigation strategies to address the various constraints on our business.

While we are experiencing some supply shortages at this time, we do not view them as significant or to have a material impact on our financial results.

Depending on the jurisdiction, trademarks are valid as long as they are in use and/or their registrations are properly maintained.

We also have various licenses and distribution agreements for the production, sale, and marketing of our products, and products of others.

These licenses and distribution agreements have varying terms and durations.

Moreover, taking an integrated approach means that many aspects of our company contribute to this value creation and are fundamental to our strategy, including our commitment to environmental sustainability; alcohol and marketing responsibility; diversity, equity and inclusion; and to building communities in which we live and work.

As we celebrated our 150th anniversary, we faced many unforgettable challenges, including a global pandemic and heightened social and racial unrest.

Our employees' unique mix of agility, resilience, energy, and compassion enabled us to succeed despite these challenges, and will continue to strengthen us over time.

Our values drove decisions throughout this year, and our core purpose of “Enriching Life” and our highest ambition of “Nothing Better in the Market” continue to guide us as we move forward to a reimagined future with a renewed sense of opportunity for what lies ahead.

The way we work has changed, and our business has been affected.

This Integrated Annual Report presents not only our financial performance but also our environmental, social, and governance strategies, commitments, and results.

It provides a more holistic view of Brown-Forman, our culture, our strategic approach to our business, and how we achieve results.

Portfolio and Responsibility

We strive to grow our brands and enhance consumers' experience with them.

Even as we do so, we remain committed to marketing our brands responsibly and promoting responsible drinking.

Woodford Reserve is the leading super-premium American whiskey globally1, growing volumes at a strong double-digit compound annual growth rate since the brand was introduced 24 years ago, and is approaching 1.3 million nine-liter cases of annual volume as of April 30, 2021.

We believe the brand is poised for continued growth as the bourbon category continues to grow around the world.

We expect them all to become meaningful contributors over the longer term.

Fiscal 2021 was a year of significant growth for our RTD portfolio.

Jack Daniel's RTDs sold over 12 million nine-liter cases globally, and in Mexico, our el Jimador tequila-based RTD, New Mix, crossed the 8 million nine-liter case milestone.

In calendar 2020 we introduced Jack Daniel's Can Cocktails in the United States and also announced a new partnership with Pabst Brewing Company for the supply, sales, and distribution of Jack Daniel's Country Cocktails in this important market.

Among the top five premium spirits brands on the list, Jack Daniel’s Tennessee Whiskey was the only one to grow volume in each of the past five calendar years.

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| | | |

| Jack Daniel’s RTDs2 | | el Jimador Tequilas |

| Jack Daniel’s Single Barrel Collection3 | | Canadian Mist Canadian Whisky7 |

| Woodford Reserve Double Oaked | | Early Times Kentucky Whisky and Bourbon7 |

| Finlandia Vodkas | | Coopers’ Craft Kentucky Bourbon |

| Korbel California Champagnes5 | | Fords Gin8 |

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| 4New brands launched in fiscal 2020. | |

| 7Entered into an agreement on June 12, 2020 to sell these brands to Sazerac Company | |

| 8Acquired in fiscal 2020. | |

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| | | | | | | |

Effective May 1, 2020, we launched our own distribution companies in Thailand and the United Kingdom.

Currently, none of these raw materials are in short supply, but shortages could occur.

Canadian whisky must be manufactured in Canada in compliance with Canadian laws.

Moreover, an integrated lens recognizes that many aspects of our company contribute to creating value for our shareholders over the long term, including our commitment to sustainability, responsibility, diversity and inclusion, and supporting and working to solve the health, education, and social inequities, particularly the racial divide, in the communities where we live and work.

In the face of unprecedented business conditions caused by the COVID-19 pandemic, it is important we look to our values and long-term strategy to guide us, while leveraging our agility to quickly adapt to changing business conditions.

We have faced and overcome formidable challenges over the span of a century and a half: two world wars, United States Prohibition, the Great Depression, recessions, and now the COVID-19 pandemic.

Navigating unpredictable economies, weather, market whims, and many more variables have simply been part of the long-term nature of our business.

For the second consecutive year, we are integrating our Corporate Responsibility and Annual Reports not only to provide a more holistic view of Brown-Forman, but also to reflect who we are and our culture.

Our integrated report combines our responsibility and sustainability information alongside financial data to provide a more comprehensive view of our business results.

Portfolio

It is important to us that we pursue brand growth while actively promoting a positive drinking culture to enhance consumer experiences with our brands.

We balance this work while holding steady to our commitment to market our products responsibly.

International Alliance for Responsible Drinking, the Foundation for Advancing Alcohol Responsibility (responsibility.org) in the United States, The Portman Group in the United Kingdom, DrinkWise in Australia, and FISAC in Mexico.

Woodford Reserve is the leading super-premium American whiskey globally1, surpassing one million nine-liter cases during fiscal 2020, and is poised for continued growth as interest in bourbon increases around the world.

People

We anticipate expanding this work to other elements of diversity in the future.

For the tenth year in a row, we earned a perfect score in the Corporate

| 1IWSR, 2019 data. | |

While we have had a long-standing commitment to cultivate a diverse and inclusive culture, we know we must be better and do better to bring about sustainable change for our Black colleagues and communities.

Racism is a global problem, and there are no easy, quick, or simple solutions for the systemic challenges we face as a society.

We are hopeful that recent times will be a catalyst for greater awareness, conversations, and positive actions, specifically those that explore how we live our value of respect, how we identify and eliminate bias in ourselves, and how we continue to create an inclusive environment and relationships that foster allyship.

Our company leaders have re-committed to a renewed emphasis on allyship, encouraging discussions about race, allyship, and personal D&I journeys.

We have publicly committed to specific actions and to making progress as individuals and a global organization, within our industry and local community, and through the influence of our brand and corporate voice2.

In fact, our Employee Engagement and Enablement survey results from the fall of 2019 reaffirmed what we have long known – our employees are highly engaged, highly enabled, and highly committed to our core values of integrity, respect, trust, teamwork, and excellence.

Investment

[removed: Form 10-K][added: Form 10-K]

| (Mark One) | | [added: | | | |]

| ☑ | [added: | |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) [removed: OF THE] [added: OF THE] SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

For the fiscal year [removed: ended April] [added: ended April] 30, [removed: 2020][added: 2021]

| ☐ | [added: | |] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) [removed: OF THE] [added: OF THE] SECURITIES EXCHANGE ACT OF 1934 | [added: | |]

Commission File [removed: Number 001-00123][added: Number 001-00123]

| Delaware | | [added: | | | |] 61-0143150 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (IRS Employer Identification No.) | [added: | |]

| 850 Dixie Highway | | | [added: | | | | | |]

| Louisville, | [added: | |] Kentucky | [added: | |] 40210 | [added: | |]

| (Address of principal executive offices) | | [added: | | | |] (Zip Code) | [added: | |]

Registrant’s telephone number, including area code [removed: (502) 585-1100][added: (502) 585-1100]

| Title of each class | [added: | |] Trading Symbol(s) | [added: | |] Name of each exchange on which registered | [added: | |]

| Class A Common Stock (voting), $0.15 par value | [added: | |] BFA | [added: | |] New York Stock Exchange | [added: | |]

| Class B Common Stock (nonvoting), $0.15 par value | [added: | |] BFB | [added: | |] New York Stock Exchange | [added: | |]

| 1.200% Notes due 2026 | [added: | |] BF26 | [added: | |] New York Stock Exchange | [added: | |]

| 2.600% Notes due 2028 | [added: | |] BF28 | [added: | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | [added: | |] ☑ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | | [added: | | | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value, as of the last business day of the most recently completed second fiscal quarter, of the voting and nonvoting equity held by nonaffiliates of the registrant was approximately [removed: $22,100,000,000.][added: $23,400,000,000.]

The number of shares outstanding for each of the registrant’s classes of Common Stock on May 31, [removed: 2020,] [added: 2021,] was:

| Class A Common Stock (voting), $0.15 par value | [removed: 169,039,764] | | [added: 169,109,992 | | |]

| Class B Common Stock (nonvoting), $0.15 par value | [removed: 309,196,858] | | [added: 309,648,089 | | |]

Portions of the Proxy Statement of Registrant for use in connection with the Annual Meeting of Stockholders to be held July [removed: 30, 2020,] [added: 22, 2021,] are incorporated by reference into Part III of this report.

| | [added: | |] Table of Contents | | [added: | | | |]

| | | [added: | | | |] Page | [added: | |]

| PART I | | | [added: | | | | | |]

| Item 1. | [removed: [Business](#s2D9F57A98AC8503CA6E60D6385040A1A)] | [removed: [4](#s2D9F57A98AC8503CA6E60D6385040A1A)] | [added: [Business](#i58ce46c4fbc44bd0a4cb9d6039733be6_16) | | | [5](#i58ce46c4fbc44bd0a4cb9d6039733be6_16) | | |]

| Item 1A. | [added: | |] [Risk [removed: Factors](#s5F79A6F6851E56A88BCE86D51D23F849)] [added: Factors](#i58ce46c4fbc44bd0a4cb9d6039733be6_55)] | [removed: [14](#s5F79A6F6851E56A88BCE86D51D23F849)] | [added: | [17](#i58ce46c4fbc44bd0a4cb9d6039733be6_55) | | |]

| Item 1B. | [added: | |] [Unresolved Staff [removed: Comments](#s68376940332E52B58FE63C897562D936)] [added: Comments](#i58ce46c4fbc44bd0a4cb9d6039733be6_58)] | [removed: [22](#s68376940332E52B58FE63C897562D936)] | [added: | [26](#i58ce46c4fbc44bd0a4cb9d6039733be6_58) | | |]

| Item 2. | [removed: [Properties](#sAAE57CC2999D56C3B11190D76FBF2C6F)] | [removed: [23](#sAAE57CC2999D56C3B11190D76FBF2C6F)] | [added: [Properties](#i58ce46c4fbc44bd0a4cb9d6039733be6_61) | | | [27](#i58ce46c4fbc44bd0a4cb9d6039733be6_61) | | |]

| Item 3. | [added: | |] [Legal [removed: Proceedings](#s0A980D04B8C75BE8A6BFEBC92832C736)] [added: Proceedings](#i58ce46c4fbc44bd0a4cb9d6039733be6_64)] | [removed: [23](#s0A980D04B8C75BE8A6BFEBC92832C736)] | [added: | [28](#i58ce46c4fbc44bd0a4cb9d6039733be6_64) | | |]

| Item 4. | [added: | |] [Mine Safety [removed: Disclosures](#sA021C78E3C9256268A7C5B0591B3470E)] [added: Disclosures](#i58ce46c4fbc44bd0a4cb9d6039733be6_67)] | [removed: [23](#sA021C78E3C9256268A7C5B0591B3470E)] | [added: | [28](#i58ce46c4fbc44bd0a4cb9d6039733be6_67) | | |]

| PART II | | | [added: | | | | | |]

| Item 5. | [added: | |] [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#s6CB9BE695407576BB6363B15D92237AE)] [added: Securities](#i58ce46c4fbc44bd0a4cb9d6039733be6_73)] | [removed: [24](#s6CB9BE695407576BB6363B15D92237AE)] | [added: | [29](#i58ce46c4fbc44bd0a4cb9d6039733be6_73) | | |]

| Item 6. | [added: | |] [Selected Financial [removed: Data](#s51E1816AD9BD579B8B9D244D4471965D)] [added: Data](#i58ce46c4fbc44bd0a4cb9d6039733be6_85)] | [removed: [26](#s51E1816AD9BD579B8B9D244D4471965D)] | [added: | [30](#i58ce46c4fbc44bd0a4cb9d6039733be6_85) | | |]

| Item 7. | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s4581CB472DC356428AAE5689663F6F86)] [added: Operations](#i58ce46c4fbc44bd0a4cb9d6039733be6_88)] | [removed: [27](#s4581CB472DC356428AAE5689663F6F86)] | [added: | [31](#i58ce46c4fbc44bd0a4cb9d6039733be6_88) | | |]

| Item 7A. | [added: | |] [Quantitative and Qualitative Disclosures about Market [removed: Risk](#sBAE632F6858F535689B3224BF1B12944)] [added: Risk](#i58ce46c4fbc44bd0a4cb9d6039733be6_142)] | [removed: [44](#sBAE632F6858F535689B3224BF1B12944)] | [added: | [50](#i58ce46c4fbc44bd0a4cb9d6039733be6_142) | | |]

| Item 8. | [added: | |] [Financial Statements and Supplementary [removed: Data](#sF09C83B040F95669AA63A87219F2DDCA)] [added: Data](#i58ce46c4fbc44bd0a4cb9d6039733be6_148)] | [removed: [45](#sF09C83B040F95669AA63A87219F2DDCA)] | [added: | [52](#i58ce46c4fbc44bd0a4cb9d6039733be6_148) | | |]

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| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i58ce46c4fbc44bd0a4cb9d6039733be6_2561) | | | [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_2561) | | |

| [SIGNATURES](#i58ce46c4fbc44bd0a4cb9d6039733be6_298) | | | | | | [94](#i58ce46c4fbc44bd0a4cb9d6039733be6_298) | | |

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| [SIGNATURES](#s466BC32C03F95BF19EB718361465A1C2) | | [81](#s466BC32C03F95BF19EB718361465A1C2) |

Our company-owned production facilities include distilleries, a winery, bottling plants, [added: an RTD canning plant,] warehousing operations, sawmills, cooperages, [removed: visitors’] [added: visitors'] centers, and retail shops.

We also have agreements with other parties for contract production in Australia, Belgium, [removed: Brazil,] China, [removed: Estonia,] Finland, Ireland, Latvia, Mexico, the Netherlands, [added: New Zealand,] South Africa, the United Kingdom, and the United States.

In addition to our company-owned production locations and our corporate offices in Louisville, Kentucky, we lease office space for use in our sales, marketing, and administrative operations in the United States and in over [removed: 40] [added: 50] other cities around the globe.

| Location | [added: | |] Principal Activities | [added: | |] Notes | [added: | |]

| United States: | | | [added: | | | | | |]

| Louisville, Kentucky | [added: | |] Corporate offices | [added: | |] Includes several renovated historic structures | [added: | |]

| | [added: | |] Distilling, bottling, warehousing | [added: | |] Home of Old Forester | [added: | |]

| | [removed: Visitors’] [added: | | Visitors'] center | | [added: | | | |]

| | [added: | |] Cooperage | [added: | |] Brown-Forman Cooperage | [added: | |]

| Lynchburg, Tennessee | [added: | |] Distilling, bottling, warehousing | [added: | |] Home of Jack [removed: Daniel’s] [added: Daniel's] | [added: | |]

| Woodford County, Kentucky | [added: | |] Distilling, bottling, warehousing | [added: | |] Home of Woodford Reserve | [added: | |]

| Windsor, California | [added: | |] Vineyards, winery, bottling, warehousing | [added: | |] Home of Sonoma-Cutrer | [added: | |]

| Trinity, Alabama | [added: | |] Cooperage | [added: | |] Jack Daniel Cooperage | [added: | |]

| Clifton, Tennessee | [added: | |] Stave and heading mill | | [added: | | | |]

| Stevenson, Alabama | [added: | |] Stave and heading mill | | [added: | | | |]

| Spencer, Indiana | [added: | |] Stave and heading mill | | [added: | | | |]

| Jackson, Ohio | [added: | |] Stave and heading mill | [added: | |] Land is leased from a third party | [added: | |]

| International: | | | [added: | | | | | |]

| Cour-Cheverny, France | [added: | |] Distilling, bottling, warehousing | [added: | |] Home of Chambord | [added: | |]

| Amatitán, Mexico | [added: | |] Distilling, bottling, [removed: warehousing] [added: warehousing, RTD canning] | [added: | |] Home of [removed: our tequila brands] [added: Herradura and el Jimador] | [added: | |]

| Slane, Ireland | [added: | |] Distilling | [added: | |] Home of Slane Irish Whiskey | [added: | |]

| Aberdeenshire, Scotland | [added: | |] Distilling, warehousing | [added: | |] Home of Glendronach | [added: | |]

| Morayshire, Scotland | [added: | |] Distilling, warehousing | [added: | |] Home of [removed: BenRiach] [added: Benriach] | [added: | |]

| Newbridge, Scotland | [added: | |] Bottling | | [added: | | | |]

| Portsoy, Scotland | [added: | |] Distilling, warehousing | [added: | |] Home of Glenglassaugh | [added: | |]

| | | | | | | | | |

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| Principal Properties | | | | | | | | |

| | | | | | | | | |

| | | | Visitors' center | | | | | |

| | | | Visitors' center | | | | | |

| | | | Visitors' center | | | | | |

| | | | | | | | | |

| | | | Visitors' center | | | | | |

| | | | Visitors' center | | | | | |

| | | | Visitors' center | | | | | |

| | | | Visitors' center | | | | | |

| | | | Visitors' center | | | | | |

| Significant Properties | | |

| --- | --- | --- |

| | | |

| Collingwood, Canada1 | Distilling, warehousing | Home of Canadian Mist1 |

| | |

| --- | --- |

| 1Entered into an agreement on June 12, 2020 to sell this brand and its property to Sazerac Company. | |

As of May 31, [removed: 2020,] [added: 2021,] there were [removed: 2,552] [added: 2,490] holders of record of Class A common stock and [removed: 5,127] [added: 4,940] holders of record of Class B common stock.

Because of overlapping ownership between classes, as of May 31, [removed: 2020,] [added: 2021,] we had only [removed: 5,270] [added: 5,130] distinct common stockholders of record.

The graph below compares the cumulative total shareholder return of our Class B common stock for the last five fiscal years with the Standard & [removed: Poor’s] [added: Poor's (S&P)] 500 Index, the Dow Jones U.S. Consumer Goods Index, and the Dow Jones U.S. Food & Beverage Index.

The information presented assumes an initial investment of $100 on April 30, [removed: 2015,] [added: 2016,] and that all dividends were reinvested.

The graph shows the value that each of these investments would have had on April 30 in the years since [removed: 2015.][added: 2016.]

[removed: ][added: ]

| | | | | | | | | | | | | | | | | | | | | |

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| | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | |

| Brown-Forman Corporation | | | $100 | | | $100 | | | $152 | | | $147 | | | $173 | | | $214 | | |

| S&P 500 Total Return Index | | | $100 | | | $118 | | | $134 | | | $152 | | | $153 | | | $223 | | |

| Dow Jones U.S. Consumer Goods Index | | | $100 | | | $109 | | | $107 | | | $120 | | | $119 | | | $185 | | |

| Dow Jones U.S Food & Beverage Index | | | $100 | | | $107 | | | $104 | | | $119 | | | $118 | | | $148 | | |

Equity Compensation Plan Information

The following table summarizes information as of April 30, 2020, about our equity compensation plans under which we have made grants of stock options, stock appreciation rights, restricted stock, market value units, performance units, or other equity awards.

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights1 | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights2 | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans |

| Equity compensation plans approved by Class A common stockholders | | | 2,438,446 | | $38.19 | | 13,513,565 |

1Includes 1,903,124 Class B common shares to be issued upon exercise of stock-settled stock appreciation rights (SSARs); 132,877 Class B performance-based restricted stock units (PBRSUs); 156,274 Class A PBRSUs; 169,838 Class A common deferred stock units (DSUs); and 76,333 Class B common DSUs issued under the Brown-Forman 2004 or 2013 Omnibus Compensation Plans.

SSARs are exercisable for an amount of our common stock with a value equal to the increase in the fair market value of the common stock from the date the SSARs were granted.

The fair market value of our common stock at fiscal year-end has been used for the purposes of reporting the number of shares to be issued upon exercise of the 4,929,581 SSARs outstanding at fiscal year-end.

2RSUs and DSUs have no exercise price because their value depends on continued employment or service over time, and are to be settled for shares of Class B common stock.

Accordingly, these have been disregarded for purposes of computing the weighted-average exercise price.

| | [added: | |] (Dollars in millions, except per share amounts) | | | | | | | | | | | | | | |

| | [removed: 2016] | | [removed: |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | [added: 2021 | | |]

| For Year Ended April 30: | | | | | | | | | | | | | | | | [added: | |]

| Sales | [removed: $] | [removed: 4,011] | [removed: |] $ | 3,857 | | $ | 4,201 | | $ | 4,276 | | $ | 4,306 | | [added: $ | 4,526 | |]

| Excise taxes | [removed: $] | [removed: 922] | [removed: |] $ | 863 | | $ | 953 | | $ | 952 | | $ | 943 | | [added: $ | 1,065 | |]

| Net sales | [removed: $] | [removed: 3,089] | [removed: |] $ | 2,994 | | $ | 3,248 | | $ | 3,324 | | $ | 3,363 | | [added: $ | 3,461 | |]

| Gross profit | [removed: $] | [removed: 2,144] | [removed: |] $ | 2,021 | | $ | 2,202 | | $ | 2,166 | | $ | 2,127 | | [added: $ | 2,094 | |]

| Operating income | [removed: $] | [removed: 1,556] | [removed: |] $ | 1,010 | | $ | 1,048 | | $ | 1,144 | | $ | 1,091 | | [added: $ | 1,166 | |]

| Net income | [removed: $] | [removed: 1,067] | [removed: |] $ | 669 | | $ | 717 | | $ | 835 | | $ | 827 | | [added: $ | 903 | |]

| Weighted average shares (in millions) used to calculate earnings per share | | | | | | | | | | | | | | | | [added: | |]

| – Basic | [removed: 507.4] | | [removed: |] 484.6 | | | 480.3 | | | 479.0 | | | 477.8 | | | [added: 478.5 | | |]

| – Diluted | [removed: 510.7] | | [removed: |] 488.1 | | | 484.2 | | | 482.1 | | | 480.4 | | | [added: 480.7 | | |]

| Earnings per share from continuing operations | | | | | | | | | | | | | | | | [added: | |]

| – Basic | [removed: $] | [removed: 2.10] | [removed: |] $ | 1.38 | | $ | 1.49 | | $ | 1.74 | | $ | 1.73 | | [added: $ | 1.89 | |]

| – Diluted | [removed: $] | [removed: 2.09] | [removed: |] $ | 1.37 | | $ | 1.48 | | $ | 1.73 | | $ | 1.72 | | [added: $ | 1.88 | |]

| Gross margin | [removed: 69.4] | | [removed: % |] 67.5 | | % | 67.8 | | % | 65.2 | | % | 63.2 | | % | [added: 60.5 | | % |]

| Operating margin | [removed: 50.4] | | [removed: % |] 33.8 | | % | 32.3 | | % | 34.4 | | % | 32.4 | | % | [added: 33.7 | | % |]

| Effective tax rate | [removed: 28.3] | | [removed: % |] 28.3 | | % | 26.6 | | % | 19.8 | | % | 18.0 | | % | [added: 16.5 | | % |]

| Average invested capital | [removed: $] | [removed: 3,221] | [removed: |] $ | 3,591 | | $ | 3,832 | | $ | 4,125 | | $ | 4,387 | | [added: $ | 4,966 | |]

| Return on average invested capital | [removed: 34.1] | | [removed: % |] 19.8 | | % | 20.0 | | % | 22.0 | | % | 20.4 | | % | [added: 19.6 | | % |]

| Cash provided by operations | [removed: $] | [removed: 545] | [removed: |] $ | 656 | | $ | 653 | | $ | 800 | | $ | 724 | | [added: $ | 817 | |]

| Cash dividends declared per common share | [removed: $] | [removed: 0.5240] | [removed: |] $ | 0.5640 | | $ | 1.6080 | | $ | 0.6480 | | $ | 0.6806 | | [added: $ | 0.7076 | |]

| Dividend payout ratio | [removed: 25.0] | | [removed: % |] 40.9 | | % | 107.8 | | % | 37.2 | | % | 39.3 | | % | [added: 37.5 | | % |]

| As of April 30: | | | | | | | | | | | | | | | | [added: | |]

| Total assets | [removed: $] | [removed: 4,183] | [removed: |] $ | 4,625 | | $ | 4,976 | | $ | 5,139 | | $ | 5,766 | | [added: $ | 6,522 | |]

| Long-term debt | [removed: $] | [removed: 1,230] | [removed: |] $ | 1,689 | | $ | 2,341 | | $ | 2,290 | | $ | 2,269 | | [added: $ | 2,354 | |]

| Total debt | [removed: $] | [removed: 1,501] | [removed: |] $ | 2,149 | | $ | 2,556 | | $ | 2,440 | | $ | 2,602 | | [added: $ | 2,559 | |]

| 2. | [added: | |] Weighted average shares, earnings per share, and cash dividends declared per common share have been adjusted for a 2-for-1 stock split in August 2016 and a 5-for-4 stock split in February 2018. | [added: | |]

| 3. | [added: | |] See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operation] [added: Operations] – Presentation Basis – Non-GAAP Financial Measures” for details on our use of “return on average invested capital,” including how we calculate this measure and why we think this information is useful to readers. | [added: | |]

| 4. | [added: | |] Cash dividends declared per common share [added: and the dividend payout ratio] include a special cash dividend of $1.00 in fiscal 2018. | [added: | |]

| 5. | [added: | |] We define dividend payout ratio as cash dividends divided by net income. | [added: | |]

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| 1. | | | Results for fiscal 2021 include a pre-tax gain on sale of $127 million from the divestiture of Early Times, Canadian Mist, and Collingwood and related assets. | | |

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| 1. | Includes the results of Southern Comfort and Tuaca, both of which were sold in March 2016 at a gain of $485 million (pre-tax). Includes the results of BenRiach since its acquisition in June 2016. |

| Table of Contents | | [added: | | | |]

| | [added: | |] Page | [added: | |]

| [Reports of [removed: Management](#s59E6E0CDB34F564E83E725851B2CDEB9)] [added: Management](#i58ce46c4fbc44bd0a4cb9d6039733be6_151)] | [removed: [46](#s59E6E0CDB34F564E83E725851B2CDEB9)] | [added: | [53](#i58ce46c4fbc44bd0a4cb9d6039733be6_151) | | |]

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#s95F24BFBCF885A6D947BB7E84990C56A) | [47](#s95F24BFBCF885A6D947BB7E84990C56A) |][added: Firm]

| [Consolidated Statements of [removed: Operations](#s914F50FDE5AB5E748E27523618EA2E68)] [added: Operations](#i58ce46c4fbc44bd0a4cb9d6039733be6_157)] | [removed: [49](#s914F50FDE5AB5E748E27523618EA2E68)] | [added: | [58](#i58ce46c4fbc44bd0a4cb9d6039733be6_157) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#s3171852D50695A66A7C6F24895421180)] [added: Income](#i58ce46c4fbc44bd0a4cb9d6039733be6_160)] | [removed: [50](#s3171852D50695A66A7C6F24895421180)] | [added: | [59](#i58ce46c4fbc44bd0a4cb9d6039733be6_160) | | |]

| [Consolidated Balance [removed: Sheets](#s165A7BD7C1C35218AE6C81805C7D2361)] [added: Sheets](#i58ce46c4fbc44bd0a4cb9d6039733be6_163)] | [removed: [51](#s165A7BD7C1C35218AE6C81805C7D2361)] | [added: | [60](#i58ce46c4fbc44bd0a4cb9d6039733be6_163) | | |]

| [Consolidated Statements of Cash [removed: Flows](#s9193475BF22B5B61AD7CAFFD64EB01FD)] [added: Flows](#i58ce46c4fbc44bd0a4cb9d6039733be6_169)] | [removed: [51](#s9193475BF22B5B61AD7CAFFD64EB01FD)] | [added: | [61](#i58ce46c4fbc44bd0a4cb9d6039733be6_169) | | |]

| [Consolidated Statements of Stockholders’ [removed: Equity](#sE8FE5D7B99DD555C9B809756E1354651)] [added: Equity](#i58ce46c4fbc44bd0a4cb9d6039733be6_172)] | [removed: [52](#s17E35803DA5354C89680CD37873053D2)] | [added: | [62](#i58ce46c4fbc44bd0a4cb9d6039733be6_172) | | |]

| [Notes to Consolidated Financial [removed: Statements](#sB8CCB3453E215C56B13085B598962203)] [added: Statements](#i58ce46c4fbc44bd0a4cb9d6039733be6_178)] | [removed: [53](#sB8CCB3453E215C56B13085B598962203)] | [added: | [63](#i58ce46c4fbc44bd0a4cb9d6039733be6_178) | | |]

| [Quarterly Financial Information [removed: (Unaudited)](#s264F0054D54C5CDAB309432A4251979E)] [added: (Unaudited)](#i58ce46c4fbc44bd0a4cb9d6039733be6_259)] | [removed: [76](#s264F0054D54C5CDAB309432A4251979E)] | [added: | [88](#i58ce46c4fbc44bd0a4cb9d6039733be6_259) | | |]

The Audit Committee of the Board of Directors, comprising only independent directors, meets regularly with our external auditors, the independent registered public accounting firm [removed: PricewaterhouseCoopers] [added: Ernst & Young] LLP [removed: (PwC);] [added: (EY);] with our internal auditors; and with representatives of management to review accounting, internal control structure, and financial reporting matters.

Our internal auditors and [removed: PwC] [added: EY] have full, free access to the Audit Committee.

As of the end of our fiscal year, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria in *Internal Control [removed: -] [added: –] Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that our internal control over financial reporting was effective as of April 30, [removed: 2020.][added: 2021.]

[removed: PwC,] [added: EY,] which audited and reported on the Company’s consolidated financial statements, has audited the effectiveness of our internal control over financial reporting as of April 30, [removed: 2020,] [added: 2021,] as stated in their report.

| Dated: | [added: | |] June [removed: 19, 2020] [added: 21, 2021] | | | [added: | | | | | |]

| | | [added: | | | |] By: | [added: | |] /s/ Lawson E. Whiting | [added: | |]

| | | | [added: | | | | | |] Lawson E. Whiting | [added: | |]

| | | | [added: | | | | | |] President and Chief Executive Officer | [added: | |]

| | | [added: | | | |] By: | [added: | |] /s/ Jane C. Morreau | [added: | |]

| | | | [added: | | | | | |] Jane C. Morreau | [added: | |]

| | | | [added: | | | | | |] Executive Vice President and Chief Financial Officer | [added: | |]

To the Board of Directors and Stockholders [added: of Brown-Forman Corporation]

[removed: Opinions] [added: Opinion] on [removed: the Financial Statements and] Internal Control [removed: over] [added: Over] Financial Reporting

We have audited the [removed: accompanying] consolidated balance [removed: sheets] [added: sheet] of Brown-Forman Corporation and its subsidiaries (the “Company”) as of April 30, 2020 and [removed: 2019, and] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the [removed: three] [added: two] years in the period ended April 30, 2020, including the related notes and [removed: financial statement] schedule [removed: listed in the index appearing under Item 15(a)(2)] [added: of valuation and qualifying accounts] for each of the [removed: three] [added: two] years in the period ended April 30, 2020 [added: appearing under Item 15(a)(2)] (collectively referred to as the “consolidated financial statements”).

We [removed: also] have audited [removed: the Company’s] [added: Brown-Forman Corporation and Subsidiaries’] internal control over financial reporting as of April 30, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal Control – Integrated Framework* (2013)] [added: Internal Control—Integrated Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (COSO).][added: (2013 framework), (the COSO criteria).]

In our opinion, the consolidated financial statements [removed: referred to above] present fairly, in all material respects, the financial position of the Company as of April 30, [removed: 2020 and 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the [removed: three] [added: two] years in the period ended April 30, 2020 in conformity with accounting principles generally accepted in the United States of America.

[removed: Also in] [added: In] our opinion, [removed: the Company] [added: Brown-Forman Corporation and Subsidiaries (the Company)] maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2020,] [added: 2021,] based on [removed: criteria established in *Internal Control – Integrated Framework* (2013) issued by] the [removed: COSO.][added: COSO criteria.]

As discussed in Note [removed: 1] [added: 15] to the consolidated financial statements, the Company changed the manner in which it accounts for leases on May 1, 2019.

Basis for [removed: Opinions][added: Opinion]

The [removed: Company's] [added: Company’s] management is responsible for [removed: these consolidated financial statements, for] maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial [removed: reporting,] [added: reporting] included in the accompanying [removed: Management's] [added: Management’s] Report on Internal Control over Financial Reporting.

Our responsibility is to express [removed: opinions on the Company's consolidated financial statements and] [added: an opinion] on the Company’s internal control over financial reporting based on our [removed: audits.][added: audit.]

We conducted our [removed: audits] [added: audit] in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether [removed: the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether] effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the consolidated financial statements] included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit [removed: of internal control over financial reporting] included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, [removed: and] testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk.][added: risk, and performing such other procedures as we considered necessary in the circumstances.]

We believe that our audits provide a reasonable basis for our [removed: opinions.][added: opinion.]

A company’s internal control over financial reporting includes those policies and procedures that [removed: (i)] [added: (1)] pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; [removed: (ii)] [added: (2)] provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and [removed: (iii)] [added: (3)] provide [added: reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

Critical Audit [removed: Matters][added: Matter]

| [Report](#i58ce46c4fbc44bd0a4cb9d6039733be6_154)[s](#i58ce46c4fbc44bd0a4cb9d6039733be6_154) [of Independent Registered Public Accounting Firm](#i58ce46c4fbc44bd0a4cb9d6039733be6_154)s | | | [54](#i58ce46c4fbc44bd0a4cb9d6039733be6_154) | | |

Opinion on the Financial Statements

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

We served as the Company’s auditor from 1933 to 2020.

To the Stockholders and the Board of Directors of Brown-Forman Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Brown-Forman Corporation and Subsidiaries (the Company) as of April 30, 2021, the related consolidated statement of operations, comprehensive income, stockholders’ equity and cash flows for the period ended April 30, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2021, and the results of its operations and its cash flows for the year ended April 30, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 30, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated June 21, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

| | | | | | | Valuation of Other Intangible Assets with Indefinite Lives | | |

| *Description of the Matter* | | | | | | At April 30, 2021, the balance of the Company’s other intangible assets with indefinite lives was $676 million. As discussed in Notes 1 and 4 to the consolidated financial statements, other intangible assets with indefinite lives include intangible brand names and trademarks (“brand names”) and are assessed for impairment at least annually, or more frequently, if circumstances indicate the carrying amount may be impaired. Auditing management’s estimate of the fair value of brand names was complex due to the significant judgment required to determine the fair value of the brand names. The fair value estimates were sensitive to significant assumptions used in the valuation process, such as future net sales. The estimate also includes assumptions such as discount rates and royalty rates. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement over the Company’s process to estimate the fair value of other intangible assets with indefinite lives, including controls over management’s review of the selection of assumptions, described above, used in the valuation model. To test the estimated fair value of the Company’s brand names, we performed audit procedures that included, among others, assessing methodologies used in the valuation model and testing the significant assumptions discussed above. This included comparing the significant assumptions used by management to observable market data, current industry and economic trends, changes in the Company’s business model and customer base, historical operating results and other relevant factors that would affect the significant assumptions. We assessed management’s historical estimates and performed sensitivity analyses of assumptions to evaluate the changes in the fair value of the brand names that would result from changes in the assumptions. We also involved valuation specialists to assist in evaluating valuation methodologies and certain assumptions used in the models. | | |

/s/ Ernst & Young LLP

Louisville, Kentucky

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Brown-Forman Corporation

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of April 30, 2021, the related consolidated statement of operations, comprehensive income, stockholders’ equity and cash flows for the period ended April 30, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated June 21, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

Louisville, Kentucky

| Gain on sale of business | | | — | | | | | | — | | | | | | (127) | | |

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Currency translation adjustments | | | (27) | | | | | | (94) | | | | | | 123 | | |

| | | | | | | | | | | | | | | | | | |

| | |

| --- | --- |

| | | | |

| --- | --- | --- | --- |

of Brown-Forman Corporation

Our audits also included performing such other procedures as we considered necessary in the circumstances.

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Quantitative Impairment Assessment of Brand Names Intangible Assets

As described in Notes 1 and 5 to the consolidated financial statements, the other intangible assets balance as of April 30, 2020 was $635 million.

The balance consists of brand names and trademarks, with a significant portion relating to brand names, all of which are considered to have indefinite useful lives.

The Company assesses its brand names for impairment at least annually, or more frequently if circumstances indicate the carrying amount may be impaired.

The Company has the option, before quantifying the fair value of brand names, to evaluate qualitative factors to assess whether it is more likely than not that the 3 brand names are impaired.

If determined that is not the case, there is no requirement to quantify fair value.

Where a quantitative assessment is performed, a brand name is impaired when its carrying amount exceeds its estimated fair value, in which case management writes down the brand name to its estimated fair value.

The fair value of a brand name is typically estimated using either the “relief from royalty” or “excess earnings” method.

Management also considers market values for similar assets when available.

The Company determined Chambord’s fair value based on the relief from royalty method, using current assumptions.

The principal considerations for our determination that performing procedures relating to the quantitative impairment assessment of brand names intangible assets is a critical audit matter are (i) there was significant judgment by management when developing the fair value measurements of the brand names, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures to evaluate management’s fair value measurements and (ii) there was significant audit effort in performing procedures and evaluating the significant assumptions, including future cash flows, discount rates, and royalty rates.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s annual quantitative impairment analyses and periodic triggering event assessments for brand names, including controls over management’s determination of future cash flows, discount rates, and royalty rates.

These procedures also included, among others, evaluating the appropriateness of the relief from royalty or excess earnings method and the reasonableness of significant assumptions used by management in developing the fair value measurements, including future cash flows, discount rates, and royalty rates.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the appropriateness of the valuation methodologies employed, as well as the reasonableness of the discount rates and royalty rates.

Evaluating management’s assumptions related to the future cash flows involved evaluating whether the assumptions used were reasonable considering (i) the past performance of the brand names, (ii) the consistency with external industry and market data, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Repayment of long-term debt | (250 | | ) | | — | | | | — | | |

| Proceeds from long-term debt | 595 | | | | — | | | | — | | |

| Debt issuance costs | (6 | | ) | | — | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at April 30, 2017 | $ | 25 | | | $ | 43 | | | $ | 65 | | | $ | 4,470 | | | $ | (390 | ) | | $ | (2,843 | ) | | $ | 1,370 | |

| Retirement of treasury stock1 | | | | | (10 | | ) | | (8 | | ) | | (2,684 | | ) | | | | | | 2,702 | | | | — | | |

| Stock split2 | | | | | 14 | | | | (14 | | ) | | | | | | | | | | | | | | — | | |

| Adoption of ASU 2018-02 (Note 1) | | | | | | | | | | | | | 43 | | | | (43 | | ) | | | | | | — | | |

1Retirement of 67 million shares of Class B common stock previously held as treasury shares.

2Stock split effected in the form of a stock dividend of one share of Class B common stock for every four shares of either Class A or Class B common stock.

*Allowance for doubtful accounts.* We evaluate the collectability of accounts receivable based on a combination of factors.

*Evaluation of Disclosure Controls and Procedures.* Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) (our principal executive and principal financial officers), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of fiscal [removed: 2020.][added: 2021.]

*Changes in Internal Control over Financial Reporting.* There has been no change in our internal control over financial reporting during the quarter ended April 30, [removed: 2020,] [added: 2021,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: *Management’s] [added: *Management's] Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm.* [removed: Management’s] [added: Management's] report on our internal control over financial reporting as of April 30, [removed: 2020,] [added: 2021,] and our independent registered public accounting [removed: firm’s] [added: firm's] report on our internal control over financial reporting are set forth in “Item 8.

PART III

Not applicable.

PART III

For the other information required by this item, see the following sections of our definitive proxy statement for the Annual Meeting of Stockholders to be held July [removed: 30, 2020,] [added: 22, 2021,] which information is incorporated into this report by reference: (a) [removed: “Proposal 1:] Election of Directors” (for biographical information on directors and family relationships); (b) “Code of Conduct and Code of Ethics for Senior Financial Officers” (for information on our code of ethics); (c) [added: “Delinquent Section 16(a) Reports” (for information on compliance with Section 16 of the Exchange Act); (d)] “Selection of Directors” (for information on the procedures by which security holders may recommend nominees to the [removed: Company’s] [added: Company's] Board of Directors); and [removed: (d)] [added: (e)] “Corporate Governance” (for information on our Audit Committee).

For the information required by this item, refer to the following sections of our definitive proxy statement for the Annual Meeting of Stockholders to be held July [removed: 30, 2020,] [added: 22, 2021,] which information is incorporated into this report by reference: (a) “Compensation Discussion and Analysis”; (b) “Compensation Tables”; (c) “Director Compensation”; (d) “Compensation Committee Interlocks and Insider Participation”; (e) “Compensation Committee Report”; and (f) “Pay Ratio Disclosure.”

[removed: Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.”] For the other information required by this item, refer to the section entitled “Stock Ownership” of our definitive proxy statement for the Annual Meeting of Stockholders to be held July [removed: 30, 2020,] [added: 22, 2021,] which information is incorporated into this report by reference.

The following table summarizes information as of April 30, 2021, about our equity compensation plans under which we have made grants of stock options, stock appreciation rights, restricted stock, market value units, performance units, or other equity awards.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Plan Category | | | | | | | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights1 | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights2 | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | | |

| Equity compensation plans approved by Class A common stockholders | | | | | | | | | 2,346,094 | | | | | | $43.54 | | | | | | 12,960,782 | | |

1Includes 1,850,550 Class B common shares to be issued upon exercise of stock-settled stock appreciation rights (SSARs); 108,223 Class B performance-based restricted stock units (PBRSUs); 145,971 Class A PBRSUs; 179,246 Class A common deferred stock units (DSUs); and 62,104 Class B common DSUs issued under the Brown-Forman 2004 or 2013 Omnibus Compensation Plans.

SSARs are exercisable for an amount of our common stock with a value equal to the increase in the fair market value of the common stock from the date the SSARs were granted.

The fair market value of our common stock at fiscal year-end has been used for the purposes of reporting the number of shares to be issued upon exercise of the 4,311,179 SSARs outstanding at fiscal year-end.

2PBRSUs and DSUs have no exercise price because their value depends on continued employment or service over time, and are to be settled for shares of Class B common stock.

Accordingly, these have been disregarded for purposes of computing the weighted-average exercise price.

For equity compensation plan information, refer to “Item 5.

For the information required by this item, refer to the following sections of our definitive proxy statement for the Annual Meeting of Stockholders to be held July [removed: 30, 2020,] [added: 22, 2021,] which information is incorporated into this report by reference: (a) “Certain Relationships and Related Transactions”; and (b) “Our Independent Directors.”

For the information required by this item, refer to the following sections of our definitive proxy statement for the Annual Meeting of Stockholders to be held July [removed: 30, 2020,] [added: 22, 2021,] which information is incorporated into this report by reference: (a) “Fees Paid to Independent Registered Public Accounting Firm”; and (b) “Audit Committee [removed: Pre-Approval Policies and Procedures.”][added: Policy for Pre-approval of Independent Auditor Services.”]

| | | [added: | | | |] Page | [added: | |]

| (a)(1) | [added: | |] Financial Statements | | [added: | | | |]

| | [added: | |] The following documents are included in Item 8 of this report: | | [added: | | | |]

| | [added: | |] [Report of Independent Registered Public Accounting [removed: Firm](#s95F24BFBCF885A6D947BB7E84990C56A)] [added: Firm](#i58ce46c4fbc44bd0a4cb9d6039733be6_154)] | [removed: [47](#s95F24BFBCF885A6D947BB7E84990C56A)] | [added: | [54](#i58ce46c4fbc44bd0a4cb9d6039733be6_154) | | |]

| | [added: | |] [Consolidated Statements of [removed: Operations](#s914F50FDE5AB5E748E27523618EA2E68)] [added: Operations](#i58ce46c4fbc44bd0a4cb9d6039733be6_157)] | [removed: [49](#s914F50FDE5AB5E748E27523618EA2E68)] | [added: | [58](#i58ce46c4fbc44bd0a4cb9d6039733be6_157) | | |]

| | [added: | |] [Consolidated Statements of Comprehensive [removed: Income](#s3171852D50695A66A7C6F24895421180)] [added: Income](#i58ce46c4fbc44bd0a4cb9d6039733be6_160)] | [removed: [50](#s3171852D50695A66A7C6F24895421180)] | [added: | [59](#i58ce46c4fbc44bd0a4cb9d6039733be6_160) | | |]

| | [added: | |] [Consolidated Balance [removed: Sheets](#s165A7BD7C1C35218AE6C81805C7D2361)] [added: Sheets](#i58ce46c4fbc44bd0a4cb9d6039733be6_163)] | [removed: [51](#s165A7BD7C1C35218AE6C81805C7D2361)] | [added: | [60](#i58ce46c4fbc44bd0a4cb9d6039733be6_163) | | |]

| | [added: | |] [Consolidated Statements of Cash [removed: Flows](#s9193475BF22B5B61AD7CAFFD64EB01FD)] [added: Flows](#i58ce46c4fbc44bd0a4cb9d6039733be6_169)] | [removed: [51](#s9193475BF22B5B61AD7CAFFD64EB01FD)] | [added: | [61](#i58ce46c4fbc44bd0a4cb9d6039733be6_169) | | |]

| | [removed: [Consolidated] [added: | | Consolidated] Statements of Stockholders’ [removed: Equity](#sE8FE5D7B99DD555C9B809756E1354651)] [added: Equity] | [removed: [52](#s17E35803DA5354C89680CD37873053D2)] | [added: | [62](#i58ce46c4fbc44bd0a4cb9d6039733be6_172) | | |]

| | [added: | |] [Notes to Consolidated Financial [removed: Statements](#sB8CCB3453E215C56B13085B598962203)] [added: Statements](#i58ce46c4fbc44bd0a4cb9d6039733be6_178)] | [removed: [53](#sB8CCB3453E215C56B13085B598962203)] | [added: | [63](#i58ce46c4fbc44bd0a4cb9d6039733be6_178) | | |]

| (a)(2) | [added: | |] Financial Statement Schedule: | | [added: | | | |]

| | [added: | |] [Schedule II – Valuation and Qualifying [removed: Accounts](#s5270499FC48E5D019C8A80567EDB6336)] [added: Accounts](#i58ce46c4fbc44bd0a4cb9d6039733be6_301)] | [removed: [84](#s5270499FC48E5D019C8A80567EDB6336)] | [added: | [97](#i58ce46c4fbc44bd0a4cb9d6039733be6_301) | | |]

| Exhibit Index | | [added: | | | |]

| 4.1 | [added: | |] [Description of Brown-Forman Corporation’s Class A Common Stock, par value $0.15 per share, and Class B Common Stock, par value $0.15 per [removed: share.](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)] [added: share, as incorporated by reference to Brown-Forman Corporation’s Form 10-K filed on June 19, 2020 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)] | [added: | |]

| 4.2 | [added: | |] [Description of Brown-Forman Corporation’s 1.200% Notes due [removed: 2026.](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm)] [added: 2026, as incorporated by reference to Brown-Forman Corporation’s Form 10-K filed on June 19, 2020 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm)] | [added: | |]

| 4.3 | [added: | |] [Description of Brown-Forman Corporation’s 2.600% Notes due [removed: 2028.](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm)] [added: 2028, as incorporated by reference to Brown-Forman Corporation’s Form 10-K filed on June 19, 2020 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm)] | [added: | |]

| 21 | [added: | |] [Subsidiaries of [removed: the Registrant.](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/bfb-ex212020430x10kapr.htm)] [added: Brown-Forman Corporation.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex21_2021430x10kapril.htm)] | [added: | |]

| [removed: 23] [added: 23.1] | [added: | |] [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/bfb-ex232020430x10kapr.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex231_2021430x10kapril.htm)] | [added: | |]

| 31.1 | [added: | |] [CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/bfb-ex3112020430x10kap.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex311_2021430x10kapril.htm)] | [added: | |]

| 31.2 | [added: | |] [CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/bfb-ex3122020430x10kap.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex312_2021430x10kapril.htm)] | [added: | |]

| 32 | [added: | |] [CEO and CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (not considered to be [removed: filed).](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/bfb-ex322020430x10kapr.htm)] [added: filed).](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex32_2021430x10kapril.htm)] | [added: | |]

| 101 | [added: | |] The following materials from Brown-Forman [removed: Corporation’s] [added: Corporation's] Annual Report on Form 10-K for the fiscal year ended April 30, [removed: 2020,] [added: 2021,] in Inline XBRL (eXtensible Business Reporting Language) format: (a) Consolidated Statements of Operations, (b) Consolidated Statements of Comprehensive Income, (c) Consolidated Balance Sheets, (d) Consolidated Statements of Cash Flows, (e) Consolidated Statements of Stockholders’ Equity, and (f) Notes to Consolidated Financial Statements. | [added: | |]