Brown-Forman (BF-B) 10-K risk factor changes: FY2022 vs FY2021

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

Significant damage to the brand equity of [added: the] Jack Daniel's [added: family of brands] would adversely affect our business.

Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Fiscal [removed: 2021] [added: 2022] Brand Highlights.”

[removed: We face substantial competition in] [added: Changes to] our [removed: industry, including many new entrants into spirits;] [added: route-to-consumer models and] consolidation among beverage alcohol producers, distributors, wholesalers, suppliers, and retailers, [removed: or changes to our route-to-consumer models,] could hinder the marketing, sale, or distribution of our products.

In our non-U.S. markets, we use a variety of route-to-consumer models – including, in many markets, reliance on [removed: others] [added: third parties] to [added: distribute,] market and sell our products.

Consolidation [removed: among spirits producers, distributors, wholesalers, suppliers, or retailers and the increased growth and popularity of the e-commerce environment across the consumer product goods market, which has] accelerated during the COVID-19 pandemic and the resulting quarantines, “stay at home” orders, travel restrictions, retail store closures, social distancing requirements, and other government [removed: action, could create] [added: actions, created] a more challenging competitive landscape for our products.

Consolidation at any level could hinder the distribution and sale of our products as a result of reduced attention and resources allocated to our brands both during and [removed: after transition periods, because our brands might represent a smaller portion of the new business portfolio.]

[removed: Expansion] [added: Also, expansion] into new product categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product categories.

Changes to [added: any of] our route-to-consumer models or partners in important markets could result in temporary or longer-term sales disruption, [removed: could result in] higher costs, and [removed: could negatively affect] [added: harm to] other business relationships we might have with that partner.

To remain competitive, we must be agile and efficient in [removed: the adoption of] [added: adopting] digital technologies, [removed: the] [added: and] building [removed: of] analytical capabilities, [removed: 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.

[removed: Other] [added: Moreover, other] suppliers, as well as wholesalers and retailers of our brands, offer products that compete directly with ours for shelf space, promotional displays, and consumer purchases.

While we seek to take advantage of the efficiencies and opportunities that large retail customers can offer, they often seek lower pricing and [added: increased] purchase volume flexibility, offer competing private label products, and represent a large number of other competing products.

Consumer preferences and purchases may shift, often in unpredictable ways, [removed: 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 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.

Consumers may begin to shift their consumption and purchases [removed: of] [added: from] our premium and super-premium products, more commonly found in on-premise establishments, in favor of off-premise purchases or away from alcoholic beverages entirely.

This includes consumption at home as a result of various factors, including [added: the COVID-19 pandemic,] shifts in social [removed: trends as well as] [added: trends, and] shifts to purchases of our products to e-commerce retailers.

This [added: growth] is being driven by a trend of consumers showing increasing interest in locally produced, regionally sourced products.

To continue to succeed, we must anticipate or react effectively to shifts in demographics, [added: our competition,] consumer behavior, consumer preferences, drinking tastes, and drinking occasions.

If these plans do not succeed, or if we otherwise fail to develop or implement effective business, portfolio, and brand strategies, our growth, business, or [removed: financial results could suffer.]

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

The loss of a substantial amount of aged inventory – through fire, other natural or man-made disaster, contamination, or otherwise – could significantly reduce the supply of the affected [added: product or products.]

Disaster recovery plans may not prevent business disruption, and reconstruction of any damaged facilities could require a significant amount of [removed: time.][added: time and resources.]

For example, in addition to our American and Irish whiskeys and some tequilas, which are aged for various periods, our Scotch whisky brands, [removed: including GlenDronach, Benriach, and Glenglassaugh,] require long-term maturation – [removed: on] [added: an] average of 12 years with limited releases of 30 years or more – making forecasts of demand for such products in future periods subject to significant uncertainty.

Our tequila supply is also dependent on the growth cycle of our agave plants which take approximately seven years to reach [added: full] 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.

[removed: If we are unable] [added: A failure] to accurately forecast demand for our products or efficiently manage inventory, [removed: this may] [added: could] have a material adverse effect on our business and financial results.

Furthermore, not having our products in the market [removed: on a consistent basis] [added: consistently] may adversely affect our brand equity and future sales.

[removed: In addition,] [added: For example,] if we were to experience a disruption in the supply of American white oak logs or steel to produce the new charred oak barrels in which we age our whiskeys, our production capabilities [removed: would] [added: could] be compromised.

[removed: We have also] [added: For example, in connection with the COVID-19 pandemic, we] experienced supply chain disruptions in connection with the availability of [removed: both glass and] timely modes of transportation to ship our products globally.

Our financial results may be adversely affected if we are not able to pass along [removed: energy and freight] [added: energy, freight, or other input] cost increases through higher prices to our customers without reducing demand or sales.

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

[removed: Unfavorable global or regional] [added: Those types of unfavorable] economic conditions could adversely affect our business and financial results.

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

We could decide to or be required to recall products due to suspected or confirmed product contamination, product tampering, spoilage, [added: regulatory non-compliance, food safety issues,] or other quality issues.

Unfavorable publicity, whether accurate or not, related to our industry or to us or our products, brands, marketing, executive leadership, employees, [removed: board] [added: Board] of [removed: directors,] [added: Directors,] family [removed: stockholders,] [added: shareholders,] operations, current or anticipated business performance, or environmental or social efforts could negatively affect our corporate reputation, stock price, ability to attract and retain high-quality talent, or the performance of our [added: brands and] business.

Adverse publicity or negative commentary on social media outlets, whether [removed: valid] [added: accurate] or not, particularly any that go “viral,” could cause consumers or other stakeholders to react by disparaging or avoiding our brands or company, which could materially negatively affect our financial results.

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

If our ESG [added: positions or] practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our [removed: brand,] [added: corporate] reputation, [added: stock price, ability to attract] and [removed: employee retention may be negatively affected.]

We might not succeed in our strategies for [removed: acquisitions] [added: investments, acquisitions, dispositions] and [removed: dispositions.][added: other strategic transactions.]

We expect to continue to seek acquisition and investment opportunities that we believe will increase long-term [removed: shareholder] [added: stockholder] value, but we may not be able to find [removed: and] [added: investment opportunities, or] purchase brands or [removed: businesses] [added: businesses,] at acceptable prices and terms.

Acquisitions [added: and investments] involve risks and uncertainties, including potential difficulties integrating acquired brands and personnel; the possible loss of key customers or employees most knowledgeable about the acquired business; implementing and maintaining consistent U.S. public company standards, controls, procedures, policies, and information systems; exposure to unknown liabilities; business disruption; and management distraction or departure.

Acquisitions, investments, or joint ventures could also lead us to incur additional debt and related interest expenses or issue additional shares, and result in a reduction in our earnings per share and a decrease [removed: on] [added: in] our return on invested capital.

We own and operate distribution companies for 14 international markets.

Transitioning from a third-party distribution model to an owned distribution model involves significant investment, and subjects us to risks associated with that geographic region.

If we are unsuccessful in our route-to-consumer strategies, including any transition to owned distribution, the sale and marketing of our products could be disrupted.

Consolidation, whether domestically or internationally, among spirits producers, distributors, wholesalers, suppliers, or retailers and the increased growth of the e-commerce environment across the consumer product goods market could create a more challenging competitive landscape for our products.

after transition periods, because our brands might represent a smaller portion of the new business portfolio.

As noted above, e-commerce distribution grew dramatically early in the COVID-19 pandemic and is likely to continue growing in the future.

Increased competition may, among other things, negatively impact our ability to maintain or gain market share; increase pricing pressure, which inhibits our ability to adequately respond to inflationary changes in commodities used in making our products; require increases in marketing and promotional activities; and negatively impact the market for our premium and super-premium products.

financial results could suffer.

These and other supply (or supply chain) disruptions could prevent us from meeting consumer demand for the affected products in the near term or the short term.

In addition to catastrophic events identified above, supply disruptions could include the temporary inability to make our products at normal levels or at all.

We could also experience disruptions if our suppliers are unable to deliver supplies as a result of the COVID-19 pandemic or otherwise.

Additionally, our supply of aged products can deviate from expectations due to changes in forecasted maturation loss.

Beginning in 2020, as a result of global supply chain challenges, our primary glass provider was not able to produce sufficient quantities to meet our needs, which increased our cost of production and adversely affected our financial results.

While we continue to see improvements in our glass supply, overall supply chain logistics and transportation continue to be constrained, impacting our route to market

costs and lead times.

We project that logistics and transport constraints will persist at least through calendar 2022 and possibly through calendar 2023.

Similar new supply chain challenges may occur in the future, making it difficult and more expensive to produce and deliver our products.

For example, the global economy has been negatively impacted by Russia’s invasion of Ukraine.

Global grain and energy markets have become increasingly volatile as sanctions have been imposed on Russia by other countries, including the United States and the European Union, in response to the invasion.

As a result, we have suspended our operations in Russia, and it is not clear if, or when, we will be able to resume doing business in Russia.

While we do not currently expect our production operations to be directly impacted by the conflict, changes in global grain and commodity pricing and availability may impact the markets in which we operate.

Unfavorable global or regional economic conditions may be triggered by numerous developments beyond our control, including geopolitical events, health crises such as the COVID-19 pandemic, and other events that trigger economic volatility on a global or regional basis.

For example, in 2021 and continuing into 2022, the United States and European Union have experienced a rapid increase in inflation levels.

Such heightened inflationary levels may negatively impact consumer disposable income and discretionary spending and, in turn, reduce consumer demand for our premium products and increase our costs.

retain high-quality talent, and the performance of our brands and business may be negatively affected.

Stakeholders who disagree with our company's actions, positions, or statements may speak negatively or advocate against the company, with the potential to harm our reputation or business through negative publicity, adverse government treatment, or other means.

The overhead reductions could temporarily disrupt our other business operations.

However, in October 2021, the United States and the European Union reached an agreement whereby, beginning January 1, 2022, the U.S. lifted the steel and aluminum duties and applied a tariff-rate-quota allowing duty-free importation of steel and aluminum from the European Union based on historical volumes, and, in response, the European Union suspended its retaliatory tariffs that have been in place on certain U.S. products, including our American whiskey products.

Likewise, in March 2022, the United States and the United Kingdom reached a similar agreement, effective on June 1, 2022.

For example, tax proposals sponsored by the current U.S. presidential administration could lead to U.S. tax changes, including significant increases to the U.S. corporate income tax rate and the minimum tax rate on certain earnings of foreign subsidiaries.

It is possible that the adoption of

these or other proposals could have a material impact on our net income and cash flows.

Furthermore, changes in the earnings mix or applicable foreign tax laws could also negatively impact our effective tax rates.

Additionally, during fiscal 2022, Australia is considering proposals to change the country’s overall beverage alcohol tax policies.

We combat counterfeiting by working with other companies in the spirits industry through

Unauthorized access to our IT network or that of our service providers could result in failure of our IT systems, networks, or services to function properly.

This could lead to the loss or unauthorized disclosure of our business strategy or other sensitive information; interruptions in our ability to manage operations; and reputational, competitive, or business harm, which may adversely affect our business operations or financial results.

In addition, such IT disruptions could result in unauthorized disclosure of material confidential information, resulting in financial and reputational damage because of lost or

As a result of any cyber breach or IT disruption, we could also be required to spend significant financial and other resources to remedy the damage.

Any cyber breach or IT disruption could have a material adverse effect on our business.

In particular, we plan to continue to expand sales of Jack Daniel's Tennessee Apple.

product or products.

A consequence of any of these or other supply or supply chain disruptions, including the temporary inability to produce our products due to the closure or lower production levels at one or more of our major distillation or bottling facilities, or at our suppliers as a result of COVID-19, could prevent us from meeting consumer demand for the affected products for a period of time in the near-term as well as in the long-term due to the nature of our aged products.

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.

The COVID-19 pandemic could continue to adversely affect our ability to manufacture our products, including due to illness, quarantines, “stay at home” orders, social distancing requirements, and other government actions.

For example, due to the COVID-19 pandemic and its resulting economic impact, we received requests for credit extensions from some of our distributors.

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.

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

If shipments of our products – particularly Jack Daniel's Tennessee Whiskey – 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.

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.

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%.

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.

We do not believe this incident had or will have any material impacts on our business operations, financial results, systems and processes, or the effectiveness of our internal control environment; however, any failure of our IT systems, networks, or service providers to function properly or the loss or disclosure of our business strategy or other sensitive information, due to any number of causes, ranging from catastrophic events to power outages to security breaches to usage errors by employees and other security issues, could cause us to suffer interruptions in our ability to manage operations and reputational, competitive, or business harm, which may adversely affect our business operations or financial results.

Such laws and regulations, including the California Consumer Protection Act, which became effective on January 1, 2020, the California Privacy Rights Act, which will take effect on January 1, 2023, the Virginia Consumer Data Protection Act, which will take effect on January 1, 2023, and the General Data Protection Registration (GDPR), which became effective in May 2018 for all European Union member states and has extraterritorial effect, have subjected and may continue to subject us to, among other things, additional costs and expenses and have required and may in the future require costly changes to our business practices and security systems, policies, procedures, and practices.

[removed: | Executive summary. We] [added: Below we] discuss [removed: (a) fiscal 2021 highlights and (b)] our outlook for fiscal [removed: 2022, including] [added: 2023 which reflects] the trends, developments, and [removed: uncertainties that] [added: uncertainties, including those described above,] we expect to affect our business. [removed: | | | [37](#i58ce46c4fbc44bd0a4cb9d6039733be6_103) | | |]

[removed: “Underlying] [added: “Organic] change” in measures of statements of operations.

We present changes in certain measures, or line items, of the statements of operations that are adjusted to an [removed: “underlying”] [added: “organic”] basis.

We use [removed: “underlying] [added: “organic] change” for the following measures of the statements of operations: (a) [removed: underlying] [added: organic] net sales; (b) [removed: underlying] [added: organic] cost of sales; (c) [removed: underlying] [added: organic] gross profit; (d) [removed: underlying] [added: organic] advertising expenses; (e) [removed: underlying] [added: organic] selling, general, and administrative (SG&A) expenses; (f) [removed: underlying] [added: organic] other expense (income) net; (g) [removed: underlying] [added: organic] operating [removed: expenses1;] [added: expenses2;] and (h) [removed: underlying] [added: organic] operating income.

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

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

[removed: 1Operating] [added: 2 Operating] expenses include advertising expense, SG&A expense, and other expense (income), net.

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

This adjustment removes (a) transaction and integration costs related to the acquisitions and divestitures, (b) [removed: operating activity for The 86 Company for] the [removed: 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, [removed: (d)] [added: (c)] operating activity for the non-comparable period for Early Times, Canadian Mist, and Collingwood, which is activity in the [removed: second, third, and fourth quarters for both fiscal 2020 and] [added: first quarter of] fiscal 2021, [removed: (e)] [added: (d)] the net sales and operating expenses recognized [removed: in fiscal 2021] pursuant to the TSA related to (i) contract bottling services and (ii) distribution services in certain markets, and [removed: (f)] [added: (e)] operating activity for Part Time Rangers Holdings Limited for the non-comparable period, which is [added: primarily] activity in the [removed: third and fourth] [added: first two] quarters of fiscal [removed: 2021.][added: 2022.]

We believe that these adjustments allow for us to better understand our [removed: underlying] [added: organic] results on a comparable basis.

Adjusting for foreign exchange allows us to understand our business on a constant-dollar basis, as fluctuations in exchange rates can distort the [removed: underlying trend both positively and negatively.][added: organic]

[removed: - *“Chambord impairment.”*] During [added: the fourth quarter of] fiscal [removed: 2020,] [added: 2022,] we recognized a non-cash impairment charge of [removed: $13] [added: $52] million for our [removed: Chambord] [added: Finlandia] brand name.

See “Critical Accounting Policies and Estimates” below and Note [removed: 4] [added: 14] to the Consolidated Financial Statements for [removed: details.][added: more information.We believe that these adjustments allow for us to better understand our organic results on a comparable basis.]

- *“Foundation.”* [removed: In] [added: During the fourth quarter of] 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 [removed: underlying] [added: organic] SG&A expenses and [removed: underlying] [added: organic] operating income to present our [removed: underlying] [added: organic] results on a comparable basis.

We use the non-GAAP [removed: measures “underlying change”] [added: measure “organic change”, along with other metrics,] to: (a) understand our performance from period to period on a consistent basis; (b) compare our performance to that of our competitors; (c) calculate components of management incentive compensation; (d) plan and forecast; and (e) communicate our financial performance to the [removed: board] [added: Board] of [removed: directors,] [added: Directors,] stockholders, and investment community.

We provide reconciliations of the [removed: “underlying] [added: “organic] change” in certain line items of the statements of operations to their nearest GAAP measures in the tables under “Results of Operations - [added: Fiscal 2022 Highlights” and “Results of Operations -] Year-Over-Year Comparisons.” We have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure.

When we provide guidance for [removed: underlying] [added: organic] change [removed: for] [added: in] 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, [removed: including the estimated net change in distributor inventories and] [added: such as] foreign exchange, [removed: each of] which could have a significant impact to our GAAP income statement measures.

In “Results of Operations - Fiscal [removed: 2021] [added: 2022] Market Highlights,” we provide supplemental information for our largest markets ranked by percentage of total fiscal [removed: 2021] [added: 2022] net sales.

[removed: Our] [added: In fiscal 2022, our] largest developed international markets [removed: are Australia,] [added: were] Germany, [added: Australia,] the United Kingdom, [removed: France,] and [removed: Canada.][added: France.]

[removed: Our] [added: In fiscal 2022, our] largest emerging markets [removed: are] [added: were] Mexico, Poland, Brazil, [added: Russia,] and [removed: Russia.][added: Chile.]

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

In “Results of Operations - Fiscal [removed: 2021] [added: 2022] Brand Highlights,” we provide supplemental information for our largest brands ranked by percentage of total fiscal [removed: 2021] [added: 2022] net sales.

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

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

[removed: ▪*“Jack] [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] [added: Daniel’s Sinatra Select, Jack Daniel’s Bonded, Jack Daniel’s] No. 27 Gold Tennessee Whiskey, Jack [removed: Daniel's Sinatra Select,] [added: Daniel’s Bottled-in-Bond, Jack Daniel’s 10 Year Old,] and Jack [removed: Daniel's Bottled-in-Bond.][added: Daniel’s Triple Mash.]

[removed: - *“Jack Daniel's] [added: *•“Jack 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 & Diet Cola, Jack & Ginger, Jack Daniel's] [added: Daniel’s] Double Jack, [removed: Gentleman Jack & Cola, Jack Daniel's American Serve, Jack Daniel's Tennessee Honey RTD, Jack Daniel's Berry, Jack Daniel's Lynchburg Lemonade, Jack Daniel's Whiskey & Seltzer,] and [removed: the seasonal] [added: other malt- and spirit-based] Jack [removed: Daniel's] [added: Daniel’s RTDs along with Jack Daniel’s] Winter Jack RTP.

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

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

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

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

[removed: *•“Depletions.”*] [added: *•“Shipments.”*] We generally record revenues when we ship or deliver our products to our customers.

[removed: “Depletions”] [added: *•“Depletions.”* This] is a term commonly used in the beverage alcohol industry to describe volume.

In this [removed: document,] [added: report,] unless otherwise specified, we refer to [removed: depletions] [added: shipments] when discussing volume.

- *“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 outlets, including products purchased through [removed: e-premise] [added: e-commerce] 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).

We believe consumer takeaway is a leading indicator of [removed: how] consumer demand [removed: is trending.][added: trends.]

Below we discuss the significant developments in our business during fiscal [removed: 2020] [added: 2021] and fiscal [removed: 2021.][added: 2022.]

These developments relate to the COVID-19 pandemic (COVID-19), [added: supply chain disruptions, Russia’s invasion of Ukraine,] innovation, [removed: acquisitions] and [removed: divestitures, and] capital deployment.

[removed: See “Liquidity] [added: | Liquidity] and [removed: Capital Resources” below for details.][added: capital resources | | | [45](#i8e565e1eb98a4cfa92212dec19d6cfe3_133) | | |]

| Presentation basis | | | [30](#i8e565e1eb98a4cfa92212dec19d6cfe3_94) | | |

| Significant developments | | | [34](#i8e565e1eb98a4cfa92212dec19d6cfe3_100) | | |

| Executive summary | | | [36](#i8e565e1eb98a4cfa92212dec19d6cfe3_106) | | |

| Results of operations | | | [38](#i8e565e1eb98a4cfa92212dec19d6cfe3_109) | | |

| Critical accounting policies and estimates | | | [46](#i8e565e1eb98a4cfa92212dec19d6cfe3_142) | | |

trend both positively and negatively.

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

During the first three quarters of fiscal 2022, we recognized non-cash impairment charges of $9 million for certain fixed assets.

We believe these non-GAAP measures are useful to readers and investors because they enhance the understanding of our historical financial performance and comparability between periods.

As of the third quarter ended January 31, 2022, we changed certain non-GAAP financial measures that we have historically used.

We no longer report “underlying changes” in certain measures of the statements of operations; instead, we now report “organic change” for certain measures of the statements of operations.

“Organic change” includes all of the non-GAAP adjustments that we have historically made in adjusting GAAP to “underlying change” results, except that “organic change” does not include an adjustment for “estimated net change in distributor inventories,” which reflected the estimated net effect of changes in distributor inventories on changes in certain line items of the statements of operations.

This change to our non-GAAP financial measures was in response to comments from and discussions with the Staff of the Securities and Exchange Commission.

Although we no longer provide non-GAAP financial measures that adjust for “estimated net change in distributor inventories,” we still believe that our results are affected by changes in distributor inventories, particularly in our largest market, the United States, where the spirits industry is subject to regulations that essentially mandate a so-called “three-tier system,” with a value chain that includes suppliers, distributors and retailers.

Accordingly, we continue to provide information concerning fluctuations in distributor inventories.

We believe such information is useful in understanding our performance and trends as it provides relevant information regarding customers’ demand for our products.

Depending on the context, depletions usually means either (a) where Brown-Forman is the distributor, shipments directly to retail or wholesale customers or (b) where Brown-Forman is not the distributor, shipments from distributor customers to retailers and wholesalers.

This information is provided by

- *“Estimated net change in distributor inventories.”* We generally recognize revenue when our products are shipped or delivered to customers.

In the United States and certain other markets, our customers are distributors that sell downstream to retailers and consumers.

We believe that our distributors’ downstream sales more closely reflect actual consumer demand than do our shipments to distributors.

Our shipments increase distributors’ inventories, while distributors’ depletions (as described above) reduce their inventories.

Therefore, it is possible that our shipments do not coincide with distributors’ downstream depletions and merely reflect changes in distributors’ inventories.

Because changes in distributors’ inventories could affect our trends, we believe it is useful for investors to understand those changes in the context of our operating results.

- For both the current-year period and the comparable prior-year period, we calculate a “depletion-based” amount by (a) dividing the organic dollar amount (e.g. organic net sales) by the corresponding shipment volumes to arrive at a shipment per case amount, and (b) multiplying the resulting shipment per case amount by the corresponding depletion volumes.

We subtract the year-over-year percentage change of the “depletion-based” amount from the year-over-year percentage change of the organic amount to calculate the “estimated net change in distributor inventories.”

- A positive difference is interpreted as a net increase in distributors’ inventories, which implies that organic trends could decrease as distributors’ reduce inventories; whereas, a negative difference is interpreted as a net decrease in distributors’ inventories, which implies that organic trends could increase as distributors rebuild inventories.

We experienced strong, broad-based reported net sales growth across all of our geographic clusters and Travel Retail channel due to the gradual re-opening of the on-premise channel, some degree of travel and tourism returning, and growing premiumization trends.

While the financial impact of COVID-19 on our business is difficult to measure, we believe the timing and pace of global vaccination rates, governmental actions to lower or eliminate restrictions in certain economies around the world, and the post-pandemic economic recovery positively impacted our results when compared to the same prior-year period.

Supply Chain Disruptions

Our results were negatively impacted by supply chain disruptions, largely related to glass supply.

These disruptions curtailed our ability to fully meet demand and therefore negatively affected our net sales.

Additionally, we incurred higher input and transportation costs due to the supply chain disruptions.

We further discuss the effect of supply chain disruptions on our results where relevant below.

Russia’s Invasion of Ukraine

Russia’s invasion of Ukraine, which began in February 2022, had a negative effect on our fiscal 2022 operating results.

The most significant effect was the $52 million non-cash impairment charge for our Finlandia brand name (see Note 4 to the Consolidated Financial Statements for more information), which reflects a decline in our long-term outlook for Finlandia due to the suspension of operations in Russia, a key market for the brand.

Additionally, operating income was negatively affected by other items attributable to the conflict such as (a) the suspension of our commercial operations in Russia and our diminished ability to conduct business in Ukraine, (b) bad debt expense, (c) inventory write-offs, and (d) severance expense.

These negative effects were partially offset by the gain on terminated Russian ruble hedge contracts.

Although reported net sales were negatively affected by the suspension of our commercial operations in Russia and our diminished ability to conduct business in Ukraine as a result of the conflict, the overall impact was not material to our consolidated full-year reported net sales growth rate, because (a) Russia and Ukraine represent a small share of total reported net sales and (b) the impact occurred in the fourth quarter of the fiscal year.

| | | | | | |

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

| 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. | | | [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. | | | [35](#i58ce46c4fbc44bd0a4cb9d6039733be6_97) | | |

| Results of operations. We discuss (a) fiscal 2021 results for our largest markets, (b) fiscal 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 2021 and 2020. | | | [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. | | | [47](#i58ce46c4fbc44bd0a4cb9d6039733be6_118) | | |

| Off-balance sheet arrangements. | | | [48](#i58ce46c4fbc44bd0a4cb9d6039733be6_133) | | |

| Long-term obligations. | | | [49](#i58ce46c4fbc44bd0a4cb9d6039733be6_136) | | |

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

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

- *“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.

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

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.

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.

While the financial impact of COVID-19 on our business is difficult to measure, it had an effect on our fiscal 2021 financial performance, both positive and negative.

We experienced strong off-premise gains across many of our developed markets, reflecting an increase in at-home consumption and exceptional growth in the e-premise 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.

Additionally, we have no maturities of long-term debt until fiscal 2023.

◦In fiscal 2020, we launched Jack Daniel's Tennessee Apple in the United States and a few select international markets.

- Other American whiskeys.

We continue to capitalize on consumers' interest in premium-plus whiskey with our wide range of brands, including Woodford Reserve and Old Forester.

◦We introduced Woodford Reserve Straight Wheat in fiscal 2020.

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

◦*Woodford Reserve.* We built two additional new warehouses to support the brand's anticipated future growth.

◦*Brown-Forman Cooperage.* We modernized our cooperage operations in Louisville, Kentucky.

Excluding an estimated net decrease in distributor inventories and the positive effect of foreign exchange, we grew underlying net sales 6%.

◦From a brand perspective, underlying growth was driven by (a) JD RTDs; (b) our premium bourbon brands, led by Woodford Reserve and Old Forester; (c) our tequila brands; (d) the international launch of JDTA; and (e) broad-based growth of JDTH.

These gains were partially offset by JDTW declines in (a) Travel Retail and certain emerging markets, largely reflecting the implementation of travel bans and other restrictions related to COVID-19, (b) lower volumes in the on-premise channel, and (c) unfavorable channel mix, most notably in the United States.

These gains were partially offset by a decline in underlying net sales in our Travel Retail channel, certain other emerging markets, and sales of used barrels.

Underlying operating income grew 4% after adjusting for (a) the effect of acquisitions and divestitures, (b) an estimated net decrease in distributor inventories, (c) the positive effect of foreign exchange, (d) the $20 million commitment to the Foundation, and (e) the effect of the Chambord impairment.

The increase in underlying operating income reflects underlying net sales growth and operating expense leverage, partially offset by higher input costs, lower fixed cost absorption, and an unfavorable shift in portfolio mix towards lower-margin brands.

This decrease was driven by higher average invested capital.

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

We had outstanding currency derivatives with notional amounts totaling [removed: $1,026] [added: $1,218] million and [removed: $1,218] [added: $801] million at April 30, [removed: 2020] [added: 2021] and [removed: 2021,] [added: 2022,] respectively.

We estimate that a hypothetical 10% weakening of the dollar compared to exchange rates of hedged currencies as of April 30, [removed: 2021,] [added: 2022,] would decrease the fair value of our then-existing foreign currency derivative contracts by approximately [removed: $81] [added: $61] million.

In addition to currently outstanding debt, any potential future debt offerings [removed: are] [added: would be] subject to interest rate risk.

As of April 30, [removed: 2021,] [added: 2022,] our cash and cash equivalents [removed: ($1,150 million) and short-term commercial paper borrowings ($195] [added: ($868] million) were exposed to interest rate changes.

Based on the then-existing balances of our [removed: 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.

See “Critical Accounting Policies and Estimates” in “Item 7.

See Note 5 to the Consolidated Financial Statements for details on our grape and agave purchase obligations, which are exposed to commodity price risk, and “Critical Accounting Policies and Estimates” in “Item 7.

We employ approximately [removed: 4,700] [added: 5,200] people (excluding individuals that work on a part-time or temporary basis) on six continents, including approximately 2,600 people in the United States (approximately [removed: 14%] [added: 15%] of [removed: which] [added: whom] are represented by a union) and 1,200 people in Louisville, Kentucky, USA, home of our world headquarters.

[removed: The most important brand in our portfolio is] Jack [removed: Daniel's] [added: Daniel’s] Tennessee [removed: Whiskey, which] [added: Whiskey] was [removed: ranked in the 2020 Interbrand “Best Global Brands” as] [added: recently named] the most valuable [removed: global] spirits brand in the world [removed: and] [added: in] the [removed: third most valuable beverage alcohol brand.][added: 2021 Interbrand “Best Global Brands” rankings.]

[added: Our premium bourbons,] Woodford Reserve and Old [removed: Forester] [added: Forester,] were once again selected for the Impact “Hot [removed: Brands”1] [added: Brands”2] list, marking [removed: eight] [added: nine] and [removed: three] [added: four] consecutive years on the list, respectively.

[removed: Gentleman Jack, Herradura,] [added: Our tequilas, el Jimador] and [removed: Jack Daniel's Tennessee Apple] [added: Herradura,] were also named to the “Hot [removed: Brands”1] [added: Brands”2] list.

| Jack Daniel's Tennessee [removed: Whiskey] [added: Honey] | | | | | | Korbel California [removed: Champagnes5] [added: Champagnes6] | | |

| Jack Daniel's Tennessee [removed: Honey] [added: Fire] | | | | | | Herradura [removed: Tequilas6] [added: Tequilas7] | | |

| Gentleman Jack Rare Tennessee Whiskey | | | | | | [removed: Finlandia Vodkas] [added: Korbel California Brandy6] | | |

| Jack Daniel's [removed: Tennessee Fire] [added: Single Barrel Collection4] | | | | | | Sonoma-Cutrer California Wines | | |

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

| Jack Daniel's [removed: Single Barrel Collection3] [added: Winter Jack] | | | | | | Old Forester Whiskey Row Series | | |

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

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

| Jack Daniel's [removed: Sinatra Select] [added: Bottled-in-Bond] | | | | | | Glenglassaugh Single Malt Scotch Whisky | | |

| Jack [removed: Daniel's Bottled-in-Bond] [added: Daniel’s 10 Year Old] | | | | | | Chambord Liqueur | | |

| Woodford Reserve Kentucky Bourbon | | | | | | [removed: Pepe Lopez Tequila] [added: Fords Gin] | | |

| Woodford Reserve Double Oaked | | | | | | [removed: Antiguo Tequila] [added: Coopers' Craft Kentucky Bourbon] | | |

| Woodford Reserve Kentucky Rye Whiskey | | | | | | [removed: Slane Irish Whiskey] [added: Part Time Rangers RTDs] | | |

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

| Woodford Reserve Kentucky Straight Wheat Whiskey | | | | | | [removed: Coopers' Craft Kentucky Bourbon] | | |

| [removed: 3The] [added: 4The] Jack Daniel's Single Barrel Collection includes Jack Daniel's Single Barrel Select, Jack Daniel's Single Barrel Barrel Proof, Jack Daniel's Single Barrel Rye, and Jack Daniel's Single Barrel 100 Proof. | | | | | |

| [removed: 4el] [added: 5el] Jimador Tequilas comprise all full-strength expressions of el Jimador. | | | | | |

| [removed: 5Korbel] [added: 6Korbel] is not an owned brand. We sell Korbel products under contract in the United States and other select markets. | | | | | |

| [removed: 6Herradura] [added: 7Herradura] Tequilas comprise all expressions of Herradura. | | | | | |

Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal [removed: 2021] [added: 2022] Brand Highlights” for brand performance details.

The United States, our most important market, accounted for [removed: 50%] [added: 49%] of our net sales in fiscal [removed: 2021] [added: 2022] and the other [removed: 50%] [added: 51%] were outside of the United States.

| | | | | | | [removed: 2019] [added: 2020] | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | | | |

| United States | | | | | | | | | [removed: 47] [added: 50] | | % | 50 | | % | [removed: 50] [added: 49] | | % |

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

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

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

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

| Other | | | | | | | | | [removed: 32] [added: 30] | | % | [removed: 30] [added: 28] | | % | 28 | | % |

Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal [removed: 2021] [added: 2022] Market Highlights.” For details about our reportable segment and for additional geographic information about net sales and long-lived assets, see Note 17 to the Consolidated Financial Statements in “Item 8.

We own and operate distribution companies [removed: in] [added: for] Australia, [added: Belgium and Luxembourg,] Brazil, Czechia, France, Germany, Korea, Mexico, Poland, Spain, [added: Taiwan,] Thailand, Turkey, and the United Kingdom.

In many other markets, including Italy, Japan, [removed: Russia,] and South Africa, we rely on third parties to distribute our brands, generally under fixed-term distribution contracts.

In fiscal [removed: 2021,] [added: 2022,] our two largest customers [removed: were Republic National Distributing Company and Breakthru Beverage Group, which] accounted for approximately [removed: 19%] [added: 14%] and [removed: 13%] [added: 12%] of consolidated net sales, respectively.

No other customer accounted for 10% or more of our consolidated net sales in fiscal [removed: 2021.][added: 2022.]

Approximately 30% of our [added: reported] net sales for fiscal [removed: 2019, fiscal] 2020, [added: fiscal 2021,] and fiscal [removed: 2021] [added: 2022] were in the fourth calendar quarter of each year.

According to IWSR, for calendar year [removed: 2020,] [added: 2021,] the ten largest global spirits companies controlled approximately 20% of the total spirits volume sold around the world.

[removed: Currently, we] [added: We] are [added: currently] managing through [removed: the impact] [added: a variety] of [removed: some] global supply chain [removed: disruptions] [added: disruptions, largely related to glass supply,] and [removed: are deploying] [added: have deployed] a number of risk mitigation strategies to address the various constraints on our business.

The most important and iconic brand in our portfolio is Jack Daniel’s Tennessee Whiskey, the #1 selling American whiskey in the world1.

| Jack Daniel's Tennessee Whiskey | | | | | | el Jimador Tequilas5 | | |

| Jack Daniel's RTD3 | | | | | | el Jimador New Mix RTD | | |

| Jack Daniel's Tennessee Apple | | | | | | Finlandia Vodkas | | |

| Jack Daniel’s Triple Mash | | | | | | Slane Irish Whiskey | | |

| 1IWSR, 2022. | | | | | |

| 2Impact Databank, March 2022. | | | | | |

| 3Jack Daniel's RTD includes Jack Daniel's & Cola, Jack Daniel's Country Cocktails, Jack Daniel's Double Jack, and other malt- and spirit-based Jack Daniel’s RTDs. | | | | | |

See “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information on the effect of supply chain disruptions on our results.

and for the sale and marketing of products of others.

We faced a challenging and volatile environment, including supply chain disruptions and the ongoing pandemic, over the past two fiscal years.

We believe that several recent headwinds are becoming tailwinds.

For example, after more than three years, tariffs on American whiskey in the European Union were removed on January 1, 2022, and tariffs in the United Kingdom were removed on June 1, 2022.

The Jack Daniel's family of brands, led by Jack Daniel's Tennessee Whiskey (JDTW), is our most valuable asset – the engine of our overall financial performance and the foundation of our leadership position in the American whiskey category1.

Woodford Reserve surpassed 1.4 million nine-liter cases of annual volume as of April 30, 2022.

Jack Daniel's RTDs are approaching 14 million nine-liter cases globally.

We appreciate the power of our brands to enrich the experience of life, and we believe it is our duty to ensure that our products are marketed and enjoyed with deep respect for our consumers.

Our mission for alcohol responsibility is to empower mindful choices around beverage alcohol.

We launched the Pause campaign in 2019.

Pause is Brown-Forman’s driving effort to encourage mindful choices.

The campaign began by raising awareness and inspiring action from our colleagues and business partners around the importance of alcohol responsibility.

In 2022, we established our owned-distribution organizations for Belgium & Luxembourg and Taiwan.

1 IWSR 2022

We deliver training to Managers reinforcing our commitment to non-retaliation and maintaining a “Speak-Up” culture.

Additionally, in fiscal 2022 our Board of Directors approved a $50 million capital investment to expand our scotch-making capacity to meet anticipated future demand.

independent of our annual earnings.

As part of our commitment to be better and do better as neighbors and as corporate citizens, the Brown-Forman Foundation made a 10-year, $50 million commitment to five organizations in west Louisville in 2022, which is the largest investment in its history.

Our partner organizations include AMPED, the Louisville Central Community Center, the Louisville Urban League, Simmons College of Kentucky, and the West End School.

Together, these organizations will advance educational opportunities in west Louisville, from early childhood through adult learning.

Over the last year, salaried employees have begun returning to their offices as local conditions have allowed.

We welcomed salaried employees back to our Louisville headquarters on May 2, 2022, where we have made investments in our facilities and services to ease this transition.

The majority of our employees will be working under a hybrid work style going forward, working a minimum of three days per week in the office and the remaining days at home (or the location of their choice).

We believe this structure will allow our employees to collaborate and build relationships, while enjoying the flexibility that they have come to appreciate.

Flexibility has been a cultural priority at Brown-Forman since well before the pandemic and we are pleased to have found a solution that meets the needs of our business and our employees.

Structural Investments

We launched a new capability and organization within Brown-Forman that we call “Integrated Marketing Communications” (IMC).

IMC focuses on driving excellence within five highly integrated, interdependent disciplines: e-commerce, Media, Performance, Search, and Content.

These disciplines are supported by increased investments to advance our consumer-centric philosophy, agile processes, technology, and our organization, which has been significantly enhanced to support this initiative.

The IMC organization consists of many marketers around the world who are solely focused on advancing our digital marketing and e-commerce initiatives.

Jack 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 Databank's “Top 100 Premium Spirits Brands Worldwide”1 list.

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

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

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

| el Jimador New Mix RTDs | | | | | | | | |

| | | | | | |

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

| 1Impact Databank, March 2021. | | | | | |

| 2Jack Daniel's RTD includes Jack Daniel's & Cola, Jack Daniel's Country Cocktails, Jack Daniel's & Diet Cola, Jack & Ginger, Jack Daniel's Double Jack, Gentleman Jack & Cola, Jack Daniel's American Serve, Jack Daniel's Tennessee Honey RTD, Jack Daniel's Berry, Jack Daniel's Lynchburg Lemonade, and Jack Daniel's Whiskey & Seltzer. | | | | | |

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

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

Collectively, these two customers distribute our brands across most of the United States.

Although the loss of any large customer for an extended period would reduce our net sales and operating income, we do not anticipate this happening due to consumer demand for our products and our relationships with our customers.

| | | | | | |

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

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.

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

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

We continue to prioritize the health, safety, and well-being of our employees and communities while we advance the growth of our brands and business.

Part of building all of our brands and engaging our employees is through education, including resources and training on alcohol responsibility – what it means, how to be a good host/hostess, respecting the choice not to drink, preventing drunk/drink driving, and providing support for those in recovery.

Pause, our internal campaign launched in the summer of 2019, seeks to elevate responsibility, raise awareness, and empower mindful choices from our employees.

Through a partnership with Alteristic, we have taken an additional step to offer training to bartenders and employees on bystander intervention to help prevent sexual assault.

In May 2020, we established our owned-distribution organization in our fourth-largest market, the United Kingdom.

In addition, we set up owned distribution in Thailand in 2020, and recently announced our plans to move Belgium and Taiwan to owned distribution in fiscal 2022 and Russia in fiscal 2023.

| 1IWSR, 2020. | | | | | |

In recognition of our need to be better and do better as neighbors and as corporate citizens, the Brown-Forman Foundation focused more deeply on advancing educational opportunities in west Louisville.

Support included donations to organizations focused on child development, college and career preparation, teacher education, technology training for students and parents, social services, and success coaching.

We know that this strong employee culture and our commitment to the communities where we live and work also helps foster a sense of engagement among our employees.

During the COVID-19 pandemic, we conducted an employee survey to evaluate the company's response and better understand employee experiences navigating the challenging environment.

The results highlighted our resilience and confirmed that together, we took many of the right steps in responding to this situation – communicating frequently and openly and supporting each other by caring and collaborating.

This reaffirms that our values will always guide us along the right path, including the shift from crisis management into a new phase of recovery and reimagining the future.

| 1Brown-Forman Be Better, Do Better at www.brown-forman.com/be_better_do_better | | | | | |

| 2Human Rights Campaign 2021 Corporate Equality Index at www.hrc.org/cei | | | | | |

meets this call to be the best neighbor we can be in an area that has experienced the effects of underinvestment and systemic racism.

In fiscal 2021, we committed to a $20 million investment in the Foundation, which will allow us to further support community-building in our hometown of Louisville, Kentucky.

In the first 90 days of this new way of working, we surveyed our salaried employees to ensure their virtual working conditions were enabling productivity and that they were receiving the appropriate amount of support during this challenging time.

We also tracked the well-being of our essential workers, those who remained on-site to make, bottle, and ship our products.

Site supervisors collected weekly qualitative data from their respective production teams from mid-March through June.

This enabled production leaders to more quickly surface, address, monitor, and track any issues related to morale and the health and safety of our front-line employees.

Additionally, as the effects of the pandemic lingered, we hosted numerous Mental Health Huddles, sessions designed to encourage our employees to attend to their mental well-being with the same intentionality as their physical health.

For the fiscal year ended April 30, [removed: 2021][added: 2022]

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: $23,400,000,000.][added: $23,100,000,000.]

The number of shares outstanding for each of the registrant’s classes of Common Stock on May 31, [removed: 2021,] [added: 2022,] was:

| Class A Common Stock (voting), $0.15 par value | | | [removed: 169,109,992] [added: 169,175,352] | | |

| Class B Common Stock (nonvoting), $0.15 par value | | | [removed: 309,648,089] [added: 309,878,389] | | |

Portions of the Proxy Statement of Registrant for use in connection with the Annual Meeting of Stockholders to be held July [removed: 22, 2021,] [added: 28, 2022,] are incorporated by reference into Part III of this report.

| Item 1. | | | [removed: [Business](#i58ce46c4fbc44bd0a4cb9d6039733be6_16)] [added: [Business](#i8e565e1eb98a4cfa92212dec19d6cfe3_16)] | | | [removed: [5](#i58ce46c4fbc44bd0a4cb9d6039733be6_16)] [added: [4](#i8e565e1eb98a4cfa92212dec19d6cfe3_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i58ce46c4fbc44bd0a4cb9d6039733be6_55)] [added: Factors](#i8e565e1eb98a4cfa92212dec19d6cfe3_58)] | | | [removed: [17](#i58ce46c4fbc44bd0a4cb9d6039733be6_55)] [added: [16](#i8e565e1eb98a4cfa92212dec19d6cfe3_58)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i58ce46c4fbc44bd0a4cb9d6039733be6_58)] [added: Comments](#i8e565e1eb98a4cfa92212dec19d6cfe3_61)] | | | [removed: [26](#i58ce46c4fbc44bd0a4cb9d6039733be6_58)] [added: [26](#i8e565e1eb98a4cfa92212dec19d6cfe3_61)] | | |

| Item 2. | | | [removed: [Properties](#i58ce46c4fbc44bd0a4cb9d6039733be6_61)] [added: [Properties](#i8e565e1eb98a4cfa92212dec19d6cfe3_64)] | | | [removed: [27](#i58ce46c4fbc44bd0a4cb9d6039733be6_61)] [added: [27](#i8e565e1eb98a4cfa92212dec19d6cfe3_64)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i58ce46c4fbc44bd0a4cb9d6039733be6_64)] [added: Proceedings](#i8e565e1eb98a4cfa92212dec19d6cfe3_67)] | | | [removed: [28](#i58ce46c4fbc44bd0a4cb9d6039733be6_64)] [added: [28](#i8e565e1eb98a4cfa92212dec19d6cfe3_67)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i58ce46c4fbc44bd0a4cb9d6039733be6_67)] [added: Disclosures](#i8e565e1eb98a4cfa92212dec19d6cfe3_70)] | | | [removed: [28](#i58ce46c4fbc44bd0a4cb9d6039733be6_67)] [added: [28](#i8e565e1eb98a4cfa92212dec19d6cfe3_70)] | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i58ce46c4fbc44bd0a4cb9d6039733be6_73)] [added: Securities](#i8e565e1eb98a4cfa92212dec19d6cfe3_76)] | | | [removed: [29](#i58ce46c4fbc44bd0a4cb9d6039733be6_73)] [added: [29](#i8e565e1eb98a4cfa92212dec19d6cfe3_76)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i58ce46c4fbc44bd0a4cb9d6039733be6_88)] [added: Operations](#i8e565e1eb98a4cfa92212dec19d6cfe3_91)] | | | [removed: [31](#i58ce46c4fbc44bd0a4cb9d6039733be6_88)] [added: [30](#i8e565e1eb98a4cfa92212dec19d6cfe3_91)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i58ce46c4fbc44bd0a4cb9d6039733be6_142)] [added: Risk](#i8e565e1eb98a4cfa92212dec19d6cfe3_145)] | | | [removed: [50](#i58ce46c4fbc44bd0a4cb9d6039733be6_142)] [added: [48](#i8e565e1eb98a4cfa92212dec19d6cfe3_145)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i58ce46c4fbc44bd0a4cb9d6039733be6_148)] [added: Data](#i8e565e1eb98a4cfa92212dec19d6cfe3_151)] | | | [removed: [52](#i58ce46c4fbc44bd0a4cb9d6039733be6_148)] [added: [49](#i8e565e1eb98a4cfa92212dec19d6cfe3_151)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i58ce46c4fbc44bd0a4cb9d6039733be6_262)] [added: Disclosure](#i8e565e1eb98a4cfa92212dec19d6cfe3_256)] | | | [removed: [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_262)] [added: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_256)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i58ce46c4fbc44bd0a4cb9d6039733be6_265)] [added: Procedures](#i8e565e1eb98a4cfa92212dec19d6cfe3_259)] | | | [removed: [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_265)] [added: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_259)] | | |

| Item 9B. | | | [Other [removed: Information](#i58ce46c4fbc44bd0a4cb9d6039733be6_268)] [added: Information](#i8e565e1eb98a4cfa92212dec19d6cfe3_262)] | | | [removed: [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_268)] [added: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_262)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i58ce46c4fbc44bd0a4cb9d6039733be6_2561)] [added: Inspections](#i8e565e1eb98a4cfa92212dec19d6cfe3_265)] | | | [removed: [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_2561)] [added: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_265)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i58ce46c4fbc44bd0a4cb9d6039733be6_274)] [added: Governance](#i8e565e1eb98a4cfa92212dec19d6cfe3_271)] | | | [removed: [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_274)] [added: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_271)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i58ce46c4fbc44bd0a4cb9d6039733be6_277)] [added: Compensation](#i8e565e1eb98a4cfa92212dec19d6cfe3_274)] | | | [removed: [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_277)] [added: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_274)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i58ce46c4fbc44bd0a4cb9d6039733be6_280)] [added: Matters](#i8e565e1eb98a4cfa92212dec19d6cfe3_277)] | | | [removed: [89](#i58ce46c4fbc44bd0a4cb9d6039733be6_280)] [added: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_277)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i58ce46c4fbc44bd0a4cb9d6039733be6_283)] [added: Independence](#i8e565e1eb98a4cfa92212dec19d6cfe3_280)] | | | [removed: [90](#i58ce46c4fbc44bd0a4cb9d6039733be6_283)] [added: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_280)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i58ce46c4fbc44bd0a4cb9d6039733be6_286)] [added: Services](#i8e565e1eb98a4cfa92212dec19d6cfe3_283)] | | | [removed: [90](#i58ce46c4fbc44bd0a4cb9d6039733be6_286)] [added: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_283)] | | |

| Item 15. | | | [Exhibits and Financial Statements [removed: Schedules](#i58ce46c4fbc44bd0a4cb9d6039733be6_292)] [added: Schedules](#i8e565e1eb98a4cfa92212dec19d6cfe3_289)] | | | [removed: [90](#i58ce46c4fbc44bd0a4cb9d6039733be6_292)] [added: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_289)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i58ce46c4fbc44bd0a4cb9d6039733be6_295)] [added: Summary](#i8e565e1eb98a4cfa92212dec19d6cfe3_292)] | | | [removed: [93](#i58ce46c4fbc44bd0a4cb9d6039733be6_295)] [added: [87](#i8e565e1eb98a4cfa92212dec19d6cfe3_292)] | | |

| [SCHEDULE II – Valuation and Qualifying [removed: Accounts](#i58ce46c4fbc44bd0a4cb9d6039733be6_301)] [added: Accounts](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] | | | | | | [removed: [97](#i58ce46c4fbc44bd0a4cb9d6039733be6_301)] [added: [91](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] | | |

- Impact of health epidemics and pandemics, including the COVID-19 pandemic, and the risk of the resulting negative economic [removed: impact] [added: impacts] and related governmental actions

Management's Discussion and Analysis of Financial Condition and Results of Operations,” we present the reasons we use these measures under the heading “Non-GAAP Financial Measures,” and we reconcile these measures to the most closely comparable GAAP measures under the heading “Results of [removed: Operations – Year-Over-Year Comparisons.”][added: Operations.”]

| Item 6. | | | [\[Reserved\]](#i8e565e1eb98a4cfa92212dec19d6cfe3_85) | | | [29](#i8e565e1eb98a4cfa92212dec19d6cfe3_85) | | |

| | | | | | | | | |

| [SIGNATURES](#i8e565e1eb98a4cfa92212dec19d6cfe3_295) | | | | | | [88](#i8e565e1eb98a4cfa92212dec19d6cfe3_295) | | |

| Item 6. | | | [Selected Financial Data](#i58ce46c4fbc44bd0a4cb9d6039733be6_85) | | | [30](#i58ce46c4fbc44bd0a4cb9d6039733be6_85) | | |

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

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 50 other cities around the [removed: globe.][added: world.]

| | | | | | | | | |

| Spencer, Indiana | | | Stave and heading mill | | | | | |

As of May 31, [removed: 2021,] [added: 2022,] there were [removed: 2,490] [added: 1,899] holders of record of Class A common stock and [removed: 4,940] [added: 3,885] holders of record of Class B common stock.

Because of overlapping ownership between classes, as of May 31, [removed: 2021,] [added: 2022,] we had only [removed: 5,130] [added: 5,029] distinct common stockholders of record.

The information presented assumes an initial investment of $100 on April 30, [removed: 2016,] [added: 2017,] 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: 2016.][added: 2017.]

[removed: ][added: ]

| | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]

| Brown-Forman Corporation | | | $100 | | | [removed: $100] [added: $153] | | | [removed: $152] [added: $147] | | | [removed: $147] [added: $174] | | | [removed: $173] [added: $215] | | | [removed: $214] [added: $195] | | |

| Dow Jones U.S. Consumer Goods Index | | | $100 | | | [removed: $109] [added: $98] | | | [removed: $107] [added: $109] | | | [removed: $120] [added: $109] | | | [removed: $119] [added: $169] | | | [removed: $185] [added: $175] | | |

| Dow Jones U.S Food & Beverage Index | | | $100 | | | [removed: $107] [added: $97] | | | [removed: $104] [added: $111] | | | [removed: $119] [added: $110] | | | [removed: $118] [added: $138] | | | [removed: $148] [added: $156] | | |

| S&P 500 Total Return Index | | | $100 | | | $113 | | | $129 | | | $130 | | | $189 | | | $190 | | |

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

This selected financial data should be read in conjunction with “Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and the accompanying Notes contained in “Item 8.

Financial Statements and Supplementary Data.”

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

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

| | | | (Dollars in millions, except per share amounts) | | | | | | | | | | | | | | |

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

| For Year Ended April 30: | | | | | | | | | | | | | | | | | |

| Sales | | | $ | 3,857 | | $ | 4,201 | | $ | 4,276 | | $ | 4,306 | | $ | 4,526 | |

| Excise taxes | | | $ | 863 | | $ | 953 | | $ | 952 | | $ | 943 | | $ | 1,065 | |

| Net sales | | | $ | 2,994 | | $ | 3,248 | | $ | 3,324 | | $ | 3,363 | | $ | 3,461 | |

| Gross profit | | | $ | 2,021 | | $ | 2,202 | | $ | 2,166 | | $ | 2,127 | | $ | 2,094 | |

| Operating income | | | $ | 1,010 | | $ | 1,048 | | $ | 1,144 | | $ | 1,091 | | $ | 1,166 | |

| Net income | | | $ | 669 | | $ | 717 | | $ | 835 | | $ | 827 | | $ | 903 | |

| Weighted average shares (in millions) used to calculate earnings per share | | | | | | | | | | | | | | | | | |

| – Basic | | | 484.6 | | | 480.3 | | | 479.0 | | | 477.8 | | | 478.5 | | |

| – Diluted | | | 488.1 | | | 484.2 | | | 482.1 | | | 480.4 | | | 480.7 | | |

| Earnings per share from continuing operations | | | | | | | | | | | | | | | | | |

| – Basic | | | $ | 1.38 | | $ | 1.49 | | $ | 1.74 | | $ | 1.73 | | $ | 1.89 | |

| – Diluted | | | $ | 1.37 | | $ | 1.48 | | $ | 1.73 | | $ | 1.72 | | $ | 1.88 | |

| Gross margin | | | 67.5 | | % | 67.8 | | % | 65.2 | | % | 63.2 | | % | 60.5 | | % |

| Operating margin | | | 33.8 | | % | 32.3 | | % | 34.4 | | % | 32.4 | | % | 33.7 | | % |

| Effective tax rate | | | 28.3 | | % | 26.6 | | % | 19.8 | | % | 18.0 | | % | 16.5 | | % |

| Average invested capital | | | $ | 3,591 | | $ | 3,832 | | $ | 4,125 | | $ | 4,387 | | $ | 4,966 | |

| Return on average invested capital | | | 19.8 | | % | 20.0 | | % | 22.0 | | % | 20.4 | | % | 19.6 | | % |

| Cash provided by operations | | | $ | 656 | | $ | 653 | | $ | 800 | | $ | 724 | | $ | 817 | |

| Cash dividends declared per common share | | | $ | 0.5640 | | $ | 1.6080 | | $ | 0.6480 | | $ | 0.6806 | | $ | 0.7076 | |

| Dividend payout ratio | | | 40.9 | | % | 107.8 | | % | 37.2 | | % | 39.3 | | % | 37.5 | | % |

| As of April 30: | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 4,625 | | $ | 4,976 | | $ | 5,139 | | $ | 5,766 | | $ | 6,522 | |

| Long-term debt | | | $ | 1,689 | | $ | 2,341 | | $ | 2,290 | | $ | 2,269 | | $ | 2,354 | |

| Total debt | | | $ | 2,149 | | $ | 2,556 | | $ | 2,440 | | $ | 2,602 | | $ | 2,559 | |

Notes:

| | | | | | |

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

| | | | | | |

| 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. | | |

| 2. | | | 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. | | |

| | | | | | |

| 3. | | | See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of 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. | | |

| [removed: [Consolidated] [added: Consolidated] Statements of [removed: Operations](#i58ce46c4fbc44bd0a4cb9d6039733be6_157)] [added: Operations] | | | [removed: [58](#i58ce46c4fbc44bd0a4cb9d6039733be6_157)] [added: [55](#i8e565e1eb98a4cfa92212dec19d6cfe3_166)] | | |

| [removed: [Consolidated] [added: Consolidated] Statements of Comprehensive [removed: Income](#i58ce46c4fbc44bd0a4cb9d6039733be6_160)] [added: Income] | | | [removed: [59](#i58ce46c4fbc44bd0a4cb9d6039733be6_160)] [added: [56](#i8e565e1eb98a4cfa92212dec19d6cfe3_169)] | | |

| [removed: [Consolidated] [added: Consolidated] Balance [removed: Sheets](#i58ce46c4fbc44bd0a4cb9d6039733be6_163)] [added: Sheets] | | | [removed: [60](#i58ce46c4fbc44bd0a4cb9d6039733be6_163)] [added: [57](#i8e565e1eb98a4cfa92212dec19d6cfe3_172)] | | |

| [removed: [Consolidated] [added: Consolidated] Statements of Cash [removed: Flows](#i58ce46c4fbc44bd0a4cb9d6039733be6_169)] [added: Flows] | | | [removed: [61](#i58ce46c4fbc44bd0a4cb9d6039733be6_169)] [added: [58](#i8e565e1eb98a4cfa92212dec19d6cfe3_175)] | | |

| [removed: [Consolidated] [added: Consolidated] Statements of Stockholders’ [removed: Equity](#i58ce46c4fbc44bd0a4cb9d6039733be6_172)] [added: Equity] | | | [removed: [62](#i58ce46c4fbc44bd0a4cb9d6039733be6_172)] [added: [59](#i8e565e1eb98a4cfa92212dec19d6cfe3_178)] | | |

| [removed: [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#i58ce46c4fbc44bd0a4cb9d6039733be6_178)] [added: Statements] | | | [removed: [63](#i58ce46c4fbc44bd0a4cb9d6039733be6_178)] [added: [60](#i8e565e1eb98a4cfa92212dec19d6cfe3_181)] | | |

Based on this assessment, management concluded that our internal control over financial reporting was effective as of April 30, [removed: 2021.][added: 2022.]

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: 2021,] [added: 2022,] as stated in their report.

| Dated: | | | June [removed: 21, 2021] [added: 17, 2022] | | | | | | | | |

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

We have audited the consolidated [removed: balance sheet of Brown-Forman Corporation and its subsidiaries (the “Company”) as of April 30, 2020 and the related consolidated] statements of operations, comprehensive income, stockholders’ equity and cash flows [removed: for each] of [removed: the two years in] [added: Brown-Forman Corporation and its subsidiaries (the “Company”) for] the [removed: period] [added: year] ended April 30, 2020, including the related notes and schedule of valuation and qualifying accounts for [removed: each of] the [removed: two years in the period] [added: year] ended April 30, 2020 appearing under 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 [removed: financial position of the Company as of April 30, 2020, and the] results of [removed: its] operations and [removed: its] cash flows [removed: for each] of the [removed: two years in] [added: Company for] the [removed: period] [added: year] ended April 30, 2020 in conformity with accounting principles generally accepted in the United States of America.

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

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

Our [removed: audits] [added: audit] 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 audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the [removed: consolidated] financial statements.

We have audited the accompanying consolidated balance [removed: sheet] [added: sheets] of Brown-Forman Corporation and Subsidiaries (the Company) as of April 30, [added: 2022 and] 2021, the related consolidated statement of operations, comprehensive income, stockholders’ equity and cash flows for [added: each of] the [added: two years in the] period ended April 30, [removed: 2021,] [added: 2022,] 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, [added: 2022 and] 2021, and the results of its operations and its cash flows for [added: each of] the [removed: year] [added: two years in the period] ended April 30, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] 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 [removed: 21, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

Our responsibility is to express an opinion on the Company’s [added: consolidated] financial statements based on our audit.

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

| *Description of the Matter* | | | | | | At April 30, [removed: 2021,] [added: 2022,] the balance of the Company’s other intangible assets with indefinite lives was [removed: $676] [added: $586] 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. [added: As described in Note 4, during the fourth quarter of 2022, the Company recognized an impairment charge of $52 million for its Finlandia brand name. The Company determined Finlandia’s fair value based on the relief from royalty method.] 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. | | |

We have audited Brown-Forman Corporation and Subsidiaries’ internal control over financial reporting as of April 30, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, Brown-Forman Corporation and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of April 30, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance [removed: sheet] [added: sheets] of the Company as of April 30, [added: 2022 and] 2021, the related consolidated [removed: statement] [added: statements] of operations, comprehensive income, stockholders’ equity and cash flows for [added: each of] the [added: two years in the] period ended April 30, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated June [removed: 21, 2021] [added: 17, 2022] expressed an unqualified opinion thereon.

| Year Ended April 30, | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Sales | | | $ | [removed: 4,276] [added: 4,306] | | | | | $ | [removed: 4,306] [added: 4,526] | | | | | $ | [removed: 4,526] [added: 5,081] | |

| Excise taxes | | | [removed: 952] [added: 943] | | | | | | [removed: 943] [added: 1,065] | | | | | | [removed: 1,065] [added: 1,148] | | |

| Net sales | | | [removed: 3,324] [added: 3,363] | | | | | | [removed: 3,363] [added: 3,461] | | | | | | [removed: 3,461] [added: 3,933] | | |

| Cost of sales | | | [removed: 1,158] [added: 1,236] | | | | | | [removed: 1,236] [added: 1,367] | | | | | | [removed: 1,367] [added: 1,542] | | |

| Gross profit | | | [removed: 2,166] [added: 2,127] | | | | | | [removed: 2,127] [added: 2,094] | | | | | | [removed: 2,094] [added: 2,391] | | |

| Advertising expenses | | | [removed: 396] [added: 383] | | | | | | [removed: 383] [added: 399] | | | | | | [removed: 399] [added: 438] | | |

| Selling, general, and administrative expenses | | | [removed: 641] [added: 642] | | | | | | [removed: 642] [added: 671] | | | | | | [removed: 671] [added: 690] | | |

| Gain on sale of business | | | — | | | | | | [removed: —] [added: (127)] | | | | | | [removed: (127)] [added: —] | | |

| Other expense (income), net | | | [removed: (15)] [added: 11] | | | | | | [removed: 11] [added: (15)] | | | | | | [removed: (15)] [added: 59] | | |

| Operating income | | | [removed: 1,144] [added: 1,091] | | | | | | [removed: 1,091] [added: 1,166] | | | | | | [removed: 1,166] [added: 1,204] | | |

| Non-operating postretirement expense | | | [removed: 22] [added: 5] | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 6] [added: 13] | | |

| Interest income | | | [removed: (8)] [added: (5)] | | | | | | [removed: (5)] [added: (2)] | | | | | | [removed: (2)] [added: (5)] | | |

| Interest expense | | | [removed: 88] [added: 82] | | | | | | [removed: 82] [added: 81] | | | | | | [removed: 81] [added: 82] | | |

| Income before income taxes | | | [removed: 1,042] [added: 1,009] | | | | | | [removed: 1,009] [added: 1,081] | | | | | | [removed: 1,081] [added: 1,114] | | |

| Reports of Management | | | [50](#i8e565e1eb98a4cfa92212dec19d6cfe3_154) | | |

| Reports of Independent Registered Public Accounting Firms (PCAOB ID 238 and 42) | | | [51](#i8e565e1eb98a4cfa92212dec19d6cfe3_157) | | |

| | | | | | | By: | | | /s/ Leanne D. Cunningham | | |

| | | | | | | | | | Leanne D. Cunningham | | |

| Current portion of long-term debt | | | — | | | | | | 250 | | |

| Asset impairment charges | | | 13 | | | | | | — | | | | | | 61 | | |

| Cash, cash equivalents,and restricted cash at end of period | | | 675 | | | | | | 1,150 | | | | | | 874 | | |

| Less: Restricted cash (included in other current assets) at end of period | | | — | | | | | | — | | | | | | (6) | | |

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

| Balance at April 30, 2022 | | | $ | 25 | | | | | $ | 47 | | | | | $ | — | | | | | $ | 3,242 | | | | | $ | (352) | | | | | $ | (225) | | | | | $ | 2,737 | |

Considerable management judgment is

| Other | | | 93 | | | | | | 122 | | |

| | | | $ | 263 | | | | | $ | 277 | |

| | | | 1,624 | | | | | | 1,724 | | |

| | | | $ | 832 | | | | | $ | 875 | |

| | | | 507 | | | | | | 485 | | |

| | | | $ | 679 | | | | | $ | 703 | |

| | | | $ | (422) | | | | | $ | (352) | |

| Balance as of April 30, 2022 | | | $ | 761 | | | | | $ | 586 | |

The impairment reflects a decline in our long-term outlook for Finlandia due to our suspension of operations in Russia, a key market for the brand.

Contingencies

In May 2019, we notified Bacardi Martini Ltd. (Bacardi) of our intention not to renew the terms of our United Kingdom (U.K.) Cost Sharing Agreement (the Agreement), which then expired according to its terms on April 30, 2020.

The dispute was resolved in December 2021, with Bacardi remitting over £47 related to this matter.

| Less current portion | | | — | | | | | | 250 | | |

| | | | $ | 2,354 | | | | | $ | 2,019 | |

There were no borrowings under that program as of April 30, 2022.

| Balance at April 30, 2022 | | | 169,175 | | | | | | 309,845 | | | | | | 479,020 | | |

| | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | |

1 The net actuarial loss (gain) during each year was primarily attributable to changes in discount rates.

| 2027 | | | 62 | | | | | | 3 | | |

| 2028 – 2032 | | | 312 | | | | | | 16 | | |

| April 30, 2022 | | | | | | | | | | | | | | | | | | | | | | | |

| | | | $ | 78 | | | | | $ | — | | | | | $ | 2 | | | | | 80 | | |

| Return on assets held at end of year | | | | | | | | | | | | | | | | | | | | | — | | |

| | | | 2021 | | | | | | 2022 | | | | | | 2021 | | | | | | 2022 | | |

| | | | | | | $ | (303) | | | | | $ | (205) | | | | | $ | (5) | | | | | $ | (1) | |

We determine the expected return on plan assets by applying our long-term rate of return assumption to the market-related value of plan assets, adjusted by earnings on contributions and benefit payments expected to be made during the year.

We calculate the market-related value of plan assets by amortizing actual versus expected returns over five years.

We amortize prior service costs and net actuarial gains or losses on straight-line basis over the average remaining service period of the employees expected to receive benefits under the plan.

However, for net actuarial gains or losses, we use a corridor approach that amortizes them only to the extent the gain or loss exceeds 10% of the greater of the projected benefit obligation or market-related value of plan assets.

| [Reports of Management](#i58ce46c4fbc44bd0a4cb9d6039733be6_151) | | | [53](#i58ce46c4fbc44bd0a4cb9d6039733be6_151) | | |

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

| [Quarterly Financial Information (Unaudited)](#i58ce46c4fbc44bd0a4cb9d6039733be6_259) | | | [88](#i58ce46c4fbc44bd0a4cb9d6039733be6_259) | | |

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

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

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

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

| | | | | | | By: | | | /s/ Jane C. Morreau | | |

| | | | | | | | | | Jane C. Morreau | | |

Change in Accounting Principle

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

June 21, 2021

June 21, 2021

| Non-cash intangible asset write-down | | | — | | | | | | 13 | | | | | | — | | |

| U.S. Tax Act repatriation tax provision (benefit) | | | (4) | | | | | | — | | | | | | — | | |

| Payments for corporate-owned life insurance | | | (2) | | | | | | — | | | | | | — | | |

| Proceeds from corporate-owned life insurance | | | 4 | | | | | | — | | | | | | — | | |

| Computer software expenditures | | | (2) | | | | | | (6) | | | | | | (3) | | |

| Balance at April 30, 2018 | | | $ | 25 | | | | | $ | 47 | | | | | $ | 4 | | | | | $ | 1,730 | | | | | $ | (378) | | | | | $ | (112) | | | | | $ | 1,316 | |

| | | | $ | 335 | | | | | $ | 263 | |

| | | | 1,589 | | | | | | 1,624 | | |

| | | | $ | 848 | | | | | $ | 832 | |

| | | | 386 | | | | | | 507 | | |

| | | | $ | 517 | | | | | $ | 679 | |

| | | | $ | (547) | | | | | $ | (422) | |

| Balance as of April 30, 2019 | | | $ | 753 | | | | | $ | 645 | |

| Acquisition of business (Note 12) | | | 11 | | | | | | 12 | | |

The impairment reflects a decline in our long-term outlook for Chambord, which has a significant on-premise presence and was expected to be considerably affected by the closures and restrictions in this channel in response to the COVID-19 pandemic.

Commitments and Contingencies

*Commitments.* We have contracted with various growers and wineries to supply some of our future grape and bulk wine requirements.

Many of these contracts call for prices to be adjusted annually up or down, according to market conditions.

Some contracts set a fixed purchase price that might be higher or lower than prevailing market prices.

We have total purchase obligations related to both types of contracts of $10 in 2022, $4 in 2023, and $3 in 2024.

We also have contracts for the purchase of agave, which is used to produce tequila.

These contracts provide for prices to be determined based on market conditions at the time of harvest, which, although not specified, is expected to occur over the next 10 years.

As of April 30, 2021, based on current market prices, obligations under these contracts total $38.

On May 30, 2019, we notified Bacardi Martini Ltd. (Bacardi) of our intention not to renew the terms of our United Kingdom (U.K.) Cost Sharing Agreement (the Agreement) whereby Bacardi provided certain services (e.g., warehousing and logistics, sales, reporting, treasury, tax and other services) and Brown-Forman and Bacardi split the associated overhead for those services.

For purposes of conducting business, Brown-Forman and Bacardi established a U.K. trade name, “Bacardi Brown-Forman Brands,” through which our products and Bacardi's products were sold in the U.K. On a monthly basis, Bacardi would remit to us the cash representing revenues from sales of our products, net of our agreed contributions for overhead costs under the Agreement.

On April 30, 2020, the Agreement expired according to its terms.

From monthly settlements following the expiration of the Agreement, Bacardi withheld over £50 owed to us, effectively bypassing the dispute resolution process under the Agreement.

*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: 2021.][added: 2022.]

*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: 2021,] [added: 2022,] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

*Management's Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm.* Management's report on our internal control over financial reporting as of April 30, [removed: 2021,] [added: 2022,] and our independent registered public accounting firm's report on our internal control over financial reporting are set forth in “Item 8.

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: 22, 2021,] [added: 28, 2022 (“2022 Proxy Statement”),] which information is incorporated into this report by reference: (a) [added: “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) [removed: “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 Company's Board of Directors); and [removed: (e) “Corporate Governance”] [added: (d) “Board Committees”] (for information on our Audit Committee).

For the information required by this item, refer to the following sections of our [removed: definitive proxy statement for the Annual Meeting of Stockholders to be held July 22, 2021,] [added: 2022 Proxy Statement,] 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.”

The following table summarizes information as of April 30, [removed: 2021,] [added: 2022,] 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.

| Equity compensation plans approved by Class A common stockholders | | | | | | | | | [removed: 2,346,094] [added: 1,767,784] | | | | | | [removed: $43.54] [added: $47.54] | | | | | | [removed: 12,960,782] [added: 12,412,433] | | |

1Includes [removed: 1,850,550] [added: 1,272,605] Class B common shares to be issued upon exercise of stock-settled stock appreciation rights (SSARs); [removed: 108,223] [added: 124,900] Class B performance-based restricted stock units (PBRSUs); [removed: 145,971] [added: 145,294] Class A PBRSUs; [removed: 179,246] [added: 169,156] Class A common deferred stock units (DSUs); and [removed: 62,104] [added: 55,829] Class B common DSUs issued under the Brown-Forman 2004 or 2013 Omnibus Compensation Plans.

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 [removed: 4,311,179] [added: 4,232,521] SSARs outstanding at fiscal year-end.

For the other information required by this item, refer to the section entitled “Stock Ownership” of our [removed: definitive proxy statement for the Annual Meeting of Stockholders to be held July 22, 2021,] [added: 2022 Proxy Statement,] which information is incorporated into this report by reference.

For the information required by this item, refer to the following sections of our [removed: definitive proxy statement for the Annual Meeting of Stockholders to be held July 22, 2021,] [added: 2022 Proxy Statement,] 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 [removed: definitive proxy statement for the Annual Meeting of Stockholders to be held July 22, 2021,] [added: 2022 Proxy Statement,] which information is incorporated into this report by reference: (a) “Fees Paid to Independent Registered Public Accounting Firm”; and (b) “Audit Committee [removed: Policy for Pre-approval of Independent Auditor Services.”][added: Pre-Approval Policies and Procedures.”]

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i58ce46c4fbc44bd0a4cb9d6039733be6_154)] [added: Firm](#i8e565e1eb98a4cfa92212dec19d6cfe3_157)] | | | [removed: [54](#i58ce46c4fbc44bd0a4cb9d6039733be6_154)] [added: [51](#i8e565e1eb98a4cfa92212dec19d6cfe3_157)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i58ce46c4fbc44bd0a4cb9d6039733be6_157)] [added: Operations](#i8e565e1eb98a4cfa92212dec19d6cfe3_166)] | | | [removed: [58](#i58ce46c4fbc44bd0a4cb9d6039733be6_157)] [added: [55](#i8e565e1eb98a4cfa92212dec19d6cfe3_166)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i58ce46c4fbc44bd0a4cb9d6039733be6_160)] [added: Income](#i8e565e1eb98a4cfa92212dec19d6cfe3_169)] | | | [removed: [59](#i58ce46c4fbc44bd0a4cb9d6039733be6_160)] [added: [56](#i8e565e1eb98a4cfa92212dec19d6cfe3_169)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i58ce46c4fbc44bd0a4cb9d6039733be6_163)] [added: Sheets](#i8e565e1eb98a4cfa92212dec19d6cfe3_172)] | | | [removed: [60](#i58ce46c4fbc44bd0a4cb9d6039733be6_163)] [added: [57](#i8e565e1eb98a4cfa92212dec19d6cfe3_172)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i58ce46c4fbc44bd0a4cb9d6039733be6_169)] [added: Flows](#i8e565e1eb98a4cfa92212dec19d6cfe3_175)] | | | [removed: [61](#i58ce46c4fbc44bd0a4cb9d6039733be6_169)] [added: [58](#i8e565e1eb98a4cfa92212dec19d6cfe3_175)] | | |

| | | | Consolidated Statements of Stockholders’ Equity | | | [removed: [62](#i58ce46c4fbc44bd0a4cb9d6039733be6_172)] [added: [59](#i8e565e1eb98a4cfa92212dec19d6cfe3_178)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i58ce46c4fbc44bd0a4cb9d6039733be6_178)] [added: Statements](#i8e565e1eb98a4cfa92212dec19d6cfe3_181)] | | | [removed: [63](#i58ce46c4fbc44bd0a4cb9d6039733be6_178)] [added: [60](#i8e565e1eb98a4cfa92212dec19d6cfe3_181)] | | |

| | | | [Schedule II – Valuation and Qualifying [removed: Accounts](#i58ce46c4fbc44bd0a4cb9d6039733be6_301)] [added: Accounts](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] | | | [removed: [97](#i58ce46c4fbc44bd0a4cb9d6039733be6_301)] [added: [91](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] | | |

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

| 21 | | | [Subsidiaries of Brown-Forman [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex21_2021430x10kapril.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex21_2022430x10kapril.htm)] | | |

| 23.1 | | | [Consent of PricewaterhouseCoopers LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex231_2021430x10kapril.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex231_2022430x10kapril.htm)] | | |

| 23.2 | | | [Consent of Ernst & Young LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex232_2021430x10kapril.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex232_2022430x10kapril.htm)] | | |

| 31.1 | | | [CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex311_2021430x10kapril.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex311_2022430x10kapril.htm)] | | |

| 31.2 | | | [CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex312_2021430x10kapril.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex312_2022430x10kapril.htm)] | | |

| 32 | | | [CEO and CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (not considered to be [removed: filed).](https://www.sec.gov/Archives/edgar/data/14693/000001469321000091/bfb-ex32_2021430x10kapril.htm)] [added: filed).](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex32_2022430x10kapril.htm)] | | |

| 101 | | | The following materials from Brown-Forman Corporation's Annual Report on Form 10-K for the fiscal year ended April 30, [removed: 2021,] [added: 2022,] 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. | | |

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

| 3.1 | | | [Restated Certificate of Incorporation of registrant, incorporated into this report by reference to Exhibit [removed: 3.1 of] [added: 3](http://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm)[(](http://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm)[i)](http://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm) [of] Brown-Forman [removed: Corporation’s Quarterly Report on Form] [added: Corporation’s](http://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm) [Form] 10-Q for the quarter ended July 31, 2012, filed on September 5, 2012 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm) | | | [added: | | |]

| 3.2 | | | [Certificate of Amendment of Restated Certificate of Incorporation of registrant, incorporated into this report by reference to Exhibit 3.1 of Brown-Forman Corporation’s Form 8-K filed on August 9, 2016 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469316000230/a20180808-certificateofame.htm) | | | [added: | | |]

| 3.3 | | | [By-laws of registrant, as amended and restated effective May 21, 2020, incorporated into this report by reference to Exhibit 3.1 of Brown-Forman Corporation’s Form 8-K filed on May 27, 2020 (File No. 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000001469320000030/brown-formanxamendedan.htm) | | | [added: | | |]

| 4.1 | | | [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, as incorporated by] [added: share,](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [incorporated](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [into this report](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [by] reference [removed: to Brown-Forman] [added: to](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [Exhibit 4.1 of](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [Brown-Forman] Corporation’s Form [removed: 10-K filed] [added: 10-K](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [for the fiscal year ended April 30, 202](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)[0,](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [filed] on June 19, 2020 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) | | | [added: | | |]

| 4.2 | | | [Description of Brown-Forman Corporation’s 1.200% Notes due [removed: 2026, as incorporated by] [added: 2026,](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [incorporated](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [into this report](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [by] reference [removed: to Brown-Forman] [added: to](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [Exhibit 4.2 of](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [Brown-Forman] Corporation’s Form [removed: 10-K filed] [added: 10-K](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [for the](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [fiscal year ended April 30, 2020,](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [filed] on June 19, 2020 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) | | | [added: | | |]

| 4.3 | | | [Description of Brown-Forman Corporation’s 2.600% Notes due [removed: 2028, as incorporated by] [added: 2028,](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [incorporated](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [into this report](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [by] reference [removed: to Brown-Forman] [added: to](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [Exhibit 4.3 of](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [Brown-Forman] Corporation’s Form [removed: 10-K filed] [added: 10-K](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [for the fiscal year ended April 30,](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [2020,](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) [filed] on June 19, 2020 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof2600notes.htm) | | | [added: | | |]

| 4.4 | | | [Indenture dated as of April 2, 2007, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, incorporated into this report by reference to Exhibit 4.1 of Brown-Forman Corporation’s Form 8-K filed on April 3, 2007 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000095014407003019/g06451exv4w1.htm) | | | [added: | | |]

| 4.5 | | | [First Supplemental Indenture dated as of December 13, 2010, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, incorporated into this report by reference to Exhibit 4.2 of Brown-Forman Corporation’s Form S-3ASR Registration Statement filed on December 13, 2010 (File No. 333-171126).](http://www.sec.gov/Archives/edgar/data/14693/000095012310113012/g25471exv4w2.htm) | | | [added: | | |]

| 4.6 | | | [Second Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, incorporated into this report by reference to Exhibit 4.3 of Brown-Forman Corporation’s Form S-3ASR Registration Statement filed on June 24, 2015 (File No. 333-205183).](http://www.sec.gov/Archives/edgar/data/14693/000119312515232608/d943863dex43.htm) | | | [added: | | |]

| 4.7 | | | [Form of 2.25% Note due 2023, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s Form 8-K filed on December 12, 2012 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex45.htm) | | | [added: | | |]

| 4.8 | | | [Form of 1.200% Note due 2026, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s Form 8-K filed on July 8, 2016 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex45.htm) | | | [added: | | |]

| 4.9 | | | [Form of 2.600% Note due 2028, incorporated into this report by reference to Exhibit 4.6 of Brown-Forman Corporation’s Form 8-K filed on July 8, 2016 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex46.htm) | | | [added: | | |]

| 4.10 | | | [Form of 3.500% Note due 2025, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s Form 8-K filed on March 26, 2018 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex45.htm) | | | [added: | | |]

| 4.11 | | | [Form of 3.75% Note due 2043, incorporated into this report by reference to Exhibit 4.6 of Brown-Forman Corporation’s Form 8-K filed on December 12, 2012 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex46.htm) | | | [added: | | |]

| 4.12 | | | [Form of 4.00% Note due 2038, incorporated into this report by reference to Exhibit 4.6 of Brown-Forman Corporation’s Form 8-K filed on March 26, 2018 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex46.htm) | | | [added: | | |]

| 4.13 | | | [Form of 4.500% Notes due 2045, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s Form 8-K filed on June 29, 2015 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312515239509/d947872dex45.htm) | | | [added: | | |]

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

| 4.14 | | | [Officer’s Certificate dated December 12, 2012, pursuant to Sections 1.01, 2.02, 3.01, and 3.03 of the Indenture dated as of April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, setting forth the terms of the 2.25% Notes due 2023, and the 3.75% Notes due 2043, incorporated into this report by reference to Exhibit 4.3 of Brown-Forman Corporation’s Form 8-K filed on December 12, 2012 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex43.htm) | | | [added: | | |]

| 4.15 | | | [Officer’s Certificate dated June 29, 2015, pursuant to Sections 1.02, 2.02, 3.01 and 3.03 of the Indenture dated as of April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, and the Second Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, setting forth the terms of the 4.500% Notes due 2045, incorporated into this report by reference to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on June 29, 2015 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312515239509/d947872dex44.htm) | | | [added: | | |]

| 4.16 | | | [Officers’ Certificate dated July 7, 2016, pursuant to Sections 1.01, 2.02, 3.01, and 3.03 of the Indenture dated as of April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, and the Second Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, setting forth the terms of the 1.200% Notes due 2026 and the 2.600% Notes due 2028, incorporated into this report by reference to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on July 8, 2016 (File No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex44.htm) | | | [added: | | |]

| 4.17 | | | [Officers’ Certificate dated March 26, 2018, pursuant to Sections 1.02, 2.02, 3.01, and 3.03 of the Indenture dated April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, and the Second Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, setting forth the terms of the 3.500% Note due 2025 and the 4.000% Note due 2038, incorporated into this report by reference to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on March 26, 2018 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex44.htm) | | | [added: | | |]

| 10.1 | | | [A description of the Brown-Forman Savings Plan, incorporated into this report by reference to page 10 of Brown-Forman Corporation’s definitive proxy statement filed on June 27, 1996, in connection with its 1996 Annual Meeting of Stockholders (File No. 001-00123).*](http://www.sec.gov/Archives/edgar/data/14693/0000950131-96-003050.txt) | | | [added: | | |]

| 10.2 | | | [Brown-Forman Corporation Nonqualified Savings Plan, incorporated into this report by reference to Exhibit 4.1 of Brown-Forman Corporation’s Form S-8 Registration Statement filed on September 24, 2010 (File No. 333-169564).*](http://www.sec.gov/Archives/edgar/data/14693/000095012310088770/g24730exv4w1.htm) | | | [added: | | |]

| 10.23 | | | [First Amendment to Brown-Forman Corporation Amended and Restated Non-Employee Director Deferred Stock Unit Progra](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/brown-formanfirstamendment.htm)[m*](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/brown-formanfirstamendment.htm) | | |

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| 10.21 | | | [Amendment No. 1 to Amended and Restated Five-Year Credit Agreement, dated as of November 10, 2021, among Brown-Forman Corporation, U.S. Bank National Association, as Administrative Agent, and the other lenders party thereto, incorporated into this report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on November 12, 2021.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000167/edocsdm-8669998xv1xbf_novx.htm) | | | | | |

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Date: June [removed: 21, 2021][added: 17, 2022]

| | | | [removed: Executive] [added: Senior] Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | |

For the Years Ended April 30, [removed: 2019,] 2020, [added: 2021,] and [removed: 2021][added: 2022]

| Allowance for doubtful accounts | | | $ | 7 | | | | | $ | [removed: 1] [added: 7] | | | | | $ | — | | | | | $ | 1 | | (1) | | | $ | [removed: 7] [added: 13] | |

| Deferred tax valuation allowance | | | $ | [removed: 29] [added: 20] | | | | | $ | [removed: 1] [added: 8] | | | | | $ | [removed: 1] [added: —] | | | | | $ | [removed: 6] [added: 1] | | | | | $ | [removed: 25] [added: 27] | |

| /s/ Jan E. Singer | | | | | | | | |

| By: | | | Jan E. Singer | | | | | |

| /s/ Leanne D. Cunningham | | | | | | | | |

| By: | | | Leanne D. Cunningham | | | | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| /s/ George Garvin Brown IV | | | | | | | | |

| By: | | | George Garvin Brown IV | | | | | |

| | | | Director | | | | | |

| | | | Director | | | | | |

| /s/ Laura L. Frazier | | | | | | | | |

| By: | | | Laura L. Frazier | | | | | |

| /s/ Kathleen M. Gutmann | | | | | | | | |

| By: | | | Kathleen M. Gutmann | | | | | |

| /s/ Jane C. Morreau | | | | | | | | |

| By: | | | Jane C. Morreau | | | | | |

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |