Brown-Forman (BF-B) 10-K risk factor changes: FY2023 vs FY2022

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

Additionally, [removed: should] [added: if] we [added: are] not [removed: be] successful in our efforts to maintain or increase the relevance of the Jack Daniel's brand to current and future consumers, our business and operating results could suffer.

Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Fiscal [removed: 2022] [added: 2023] Brand Highlights.”

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

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

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 [added: has created and] could [added: continue in the future to] create 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 [added: after transition periods, because our brands might represent a smaller portion of the new business portfolio.]

Furthermore, consolidation of distributors may lead to the erosion of [removed: margins as newly consolidated distributors take down prices.][added: margins.]

[removed: As noted above,] [added: Furthermore,] e-commerce distribution grew dramatically [removed: early in] [added: during] the COVID-19 pandemic and is likely to continue growing in the future.

To remain competitive, we must be agile and efficient in adopting digital [removed: technologies,] [added: technologies] and building analytical capabilities, [removed: particularly following the COVID-19 pandemic,] which our competitors may be able to achieve with more agility and resources.

Consumer preferences and purchases may shift, often in unpredictable ways, [added: as a result of a variety of 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.

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

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

Over the past several [removed: years,] [added: decades,] the number of small, local distilleries in the United States has grown significantly.

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

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

[removed: To continue to succeed, we must anticipate or] react effectively to shifts in demographics, 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 [added: financial results could suffer.]

[added: key materials, our business and] 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: RTD] [added: ready-to-drink] products, our financial results could be adversely affected.

We believe that new products, line extensions, label and bottle changes, product reformulations, and similar product innovations by both our competitors and us will [removed: compete increasingly for consumer drinking occasions.][added: increase competition in our industry.]

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

Further, because [removed: whiskeys] [added: whiskeys, rums] and some tequilas are aged for various periods, we maintain a substantial inventory of aged and maturing products in warehouses at a number of different sites.

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

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

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

For example, in addition to our American and Irish [removed: whiskeys] [added: whiskeys, rums,] and some tequilas, which are aged for various periods, our Scotch whisky [removed: brands,] [added: brands] require long-term maturation – 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 [removed: is] also [removed: dependent] [added: depends] on the growth cycle of [removed: our] agave [removed: plants] [added: plants,] which take approximately seven years to reach 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 [removed: plant.][added: plant or otherwise source.]

[removed: Any] [added: Such] forecasting [removed: error] [added: errors] could lead to our inability to meet the objectives of our business strategy, failure to meet future demand, or a future surplus of inventory and consequent write-down in value of [removed: raw materials.][added: such inventory.]

Our ability to make and sell our products depends [removed: upon] [added: on] the availability of the raw materials, product ingredients, finished products, wood, glass and PET bottles, cans, bottle closures, packaging, and other materials used to produce and package them.

For instance, only a few glass producers make bottles on a scale sufficient for our requirements, and a single producer [removed: supplies] [added: supplied] most of our glass requirements.

[removed: Beginning in 2020,] [added: During the COVID-19 pandemic,] as a result of global supply chain challenges, our primary glass provider [removed: was] [added: could] not [removed: able to] produce sufficient quantities to meet our needs, which increased our cost [added: to produce and supply some] of [removed: production] [added: our products] and adversely affected our financial results.

While [added: our glass supply has stabilized and] we continue to see improvements in [removed: our glass supply, overall] supply chain logistics and [removed: transportation] [added: transportation, our route-to-market costs and lead times] continue to be [removed: constrained, impacting our route to market][added: impacted.]

We project that [added: some] logistics and transport constraints [removed: will] [added: may] persist [removed: at least] through [removed: calendar 2022 and possibly through] [added: the remainder of] calendar 2023.

Higher costs or insufficient availability of suitable grain, agave, water, grapes, [added: molasses (for rum production),] wood, glass, closures, and other input materials, or higher associated labor costs or insufficient availability of labor, may adversely affect our financial results.

Our freight cost and the timely delivery of our products could be adversely affected by a number of [removed: factors that could reduce the profitability of our operations,] [added: factors,] including driver or equipment shortages, higher fuel costs, weather conditions, traffic congestion, shipment container availability, rail shut down, increased government regulation, and other [removed: matters.][added: matters that could reduce the profitability of our operations.]

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

For example, [removed: in connection with] [added: during] the [added: recent] COVID-19 [removed: pandemic,] [added: pandemic and subsequent economic recovery,] we experienced supply chain disruptions in connection with the availability of timely modes of transportation to ship our products [removed: globally.][added: globally, which resulted in higher costs and delays in supplying some of our products.]

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

Weather, the effects of climate change, fires, diseases, and other agricultural uncertainties that affect the [removed: mortality,] health, yield, quality, or price of the various raw materials used in our products also present risks for our business, including in some cases potential impairment in the recorded value of our inventory.

Transitioning from a third-party

These shifts in consumption and purchasing channels could adversely impact our profitability.

To continue to succeed, we must anticipate or

Without sufficient quantities of one or more

In response to these events, we took action to diversify suppliers of our raw materials, including glass.

Accordingly, a future widespread health epidemic or pandemic could materially and adversely affect our business, our operations, our cash flows, and our financial results.

Violent crime is increasing in markets around the globe, including the United States.

If a violent event should occur at one of our sites, it could disrupt business operations, impair brand reputation, increase insurance and security expenses, and adversely affect the price of our stock.

imposition of fines, legal or equitable sanctions, negative publicity, and management distraction or departure.

We attempt to hedge some of our foreign currency exposure through the use of foreign currency derivatives or other means.

In August 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) which, among other provisions, implemented a 15% minimum tax on book income of certain large corporations.

We continue to evaluate the various provisions of the IRA and currently anticipate that its impact, if any, will not be material to our operating results or cash flows.

On October 8, 2021, the OECD announced an accord endorsing and providing an implementation plan for the two-pillar plan agreed upon by 136 nations.

On December 15, 2022, the European Council formally adopted a European Union directive on the implementation of the plan by January 1, 2024.

We are evaluating the potential impact of the developments on our consolidated financial statements and related disclosures.

rights, brand equity, corporate reputation, and financial results.

As a company with complex IT systems, we have been a target of cyberattacks and other hacking activities in the past, and we expect to continue to be a target in the future.

indirect business partners could have similar impacts.

Consolidation 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 actions, created a more challenging competitive landscape for our products.

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

These shifts in consumption and purchasing channels, which could adversely impact our profitability, have accelerated during the COVID-19 pandemic and the resulting quarantines, “stay at home” orders, travel restrictions, retail, restaurant, bar, and hotel closures, social distancing requirements, and other government action.

Without sufficient quantities of one or more key materials, our business and financial results could suffer.

costs and lead times.

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

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

We cannot predict with certainty the full impact of the COVID-19 pandemic on our business or our future financial or operational results.

For further discussion on the impact of the COVID-19 pandemic on our business and financial results, see “Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations - Significant Developments - COVID-19.”

For additional details on the effects of COVID-19 on our operations and financial results, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant Developments - COVID-19.” For details on the effects of changes in the value of our benefit plan obligations and assets on our financial results, see Note 9 to the Consolidated Financial Statements in “Item 8.

Financial Statements and Supplementary Data.”

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

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 in our return on invested capital.

Such retaliatory tariffs have negatively affected our results of operations through lower net sales and higher cost of sales.

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.

Because the COVID-19 pandemic has negatively impacted numerous local economies, government intervention in local economies and businesses has increased, which has elevated the risk of and opportunity for corruption.

We do not attempt to hedge all of our foreign currency exposure.

It is possible that the adoption of

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

our membership in the Alliance Against Counterfeit Spirits (AACS) and with brand owners in other industries via our membership in React, an anti-counterfeiting network organization.

In connection with the COVID-19 pandemic and its resulting economic impacts, a reduction in government actions and interventions in local economies and businesses may create an elevated risk of, and opportunity for, counterfeiting.

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

misappropriated confidential information belonging to us or to our partners, customers, consumers, employees, or former employees and their beneficiaries, stockholders, suppliers, or others.

And the difference in voting rights for our common

Financial Statements and Supplementary Data” [removed: (the Consolidated] [added: (Consolidated] Financial Statements).

| Presentation basis | | | [removed: [30](#i8e565e1eb98a4cfa92212dec19d6cfe3_94)] [added: [28](#i1dbe8a217acc44458ed7fed31113fb54_94)] | | |

| Significant developments | | | [removed: [34](#i8e565e1eb98a4cfa92212dec19d6cfe3_100)] [added: [32](#i1dbe8a217acc44458ed7fed31113fb54_100)] | | |

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| Results of operations | | | [removed: [38](#i8e565e1eb98a4cfa92212dec19d6cfe3_109)] [added: [36](#i1dbe8a217acc44458ed7fed31113fb54_109)] | | |

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| Critical accounting policies and estimates | | | [removed: [46](#i8e565e1eb98a4cfa92212dec19d6cfe3_142)] [added: [44](#i1dbe8a217acc44458ed7fed31113fb54_142)] | | |

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

To calculate these measures, we adjust, as applicable, for (1) acquisitions and divestitures, (2) foreign exchange, [added: and] (3) impairment [removed: charges, and (4) a commitment to our charitable foundation.][added: charges.]

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

This adjustment removes (a) [removed: transaction] [added: the net sales] and [removed: integration costs related] [added: operating expenses recognized pursuant] to the [removed: acquisitions and divestitures, (b)] [added: TSA related to] the [removed: gain on sale] [added: divestiture] of Early Times, Canadian Mist, and Collingwood [added: brands] and related [removed: assets, (c) operating activity] [added: assets] for the non-comparable [removed: period for Early Times, Canadian Mist, and Collingwood,] [added: period,] which is activity [removed: in] [added: during] the first quarter of fiscal [removed: 2021, (d) the net sales] [added: 2022; (b) transaction, transition,] and [removed: operating expenses recognized pursuant to the TSA] [added: integration costs] related to [removed: (i) contract bottling services and (ii) distribution services] [added: the acquisitions; (c) operating activity for Gin Mare for the non-comparable period, which is activity] in [removed: certain markets,] [added: the third] and [removed: (e)] [added: fourth quarters of fiscal 2023; and (d)] operating activity for [removed: Part Time Rangers Holdings Limited] [added: Diplomático] for the non-comparable period, which is [removed: primarily] activity in the [removed: first two] [added: third and fourth] quarters of fiscal [removed: 2022.][added: 2023.]

We believe that these adjustments allow for us to [removed: better] understand our 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 organic [added: trend both positively and negatively.]

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

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

We provide reconciliations of the “organic change” in certain line items of the statements of operations to their nearest GAAP measures in the tables under “Results of Operations - Fiscal [removed: 2022] [added: 2023] Highlights” and “Results of Operations - Year-Over-Year Comparisons.” We have consistently applied the adjustments within our reconciliations in arriving at each non-GAAP measure.

We believe these non-GAAP measures are useful to readers and investors because they enhance the understanding of our historical financial performance [removed: and] [added: by improving] comparability [removed: between] [added: across] periods.

Average invested capital equals assets less liabilities, excluding interest-bearing debt, and is calculated using the average of the most recent [removed: 13 month-end] [added: five quarter-end] balances.

In “Results of Operations - Fiscal [removed: 2022] [added: 2023] Market Highlights,” we provide supplemental information for our [removed: largest] [added: top] markets ranked by percentage of [removed: total fiscal 2022] [added: reported] net sales.

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

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

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

In “Results of Operations - Fiscal [removed: 2022] [added: 2023] Brand Highlights,” we provide supplemental information for our [removed: largest] [added: top] brands ranked by percentage of [removed: total fiscal 2022] [added: reported] net sales.

In addition to brands listed by name, we include the following [removed: aggregations:][added: aggregations outlined below.]

[removed: *•“Whiskey”*] [added: *•“Ready-to-Drink”*] includes all [removed: whiskey spirits and whiskey-based flavored liqueurs,] ready-to-drink [removed: (RTD),] [added: (RTD)] and ready-to-pour [removed: products (RTP).][added: (RTP) products.]

The brands included in this category are the Jack Daniel’s family of [removed: brands,] [added: brands (excluding] the [added: “Ready-to-Drink” products defined below), the] Woodford Reserve family of brands (Woodford Reserve), the Old Forester family of brands (Old Forester), GlenDronach, Benriach, Glenglassaugh, Slane Irish Whiskey, and Coopers’ Craft.

*•“American whiskey”* includes the Jack Daniel’s family of brands [added: (excluding the “Ready-to-Drink” products defined below)] and premium bourbons (defined below).

[removed: *•“Jack Daniel's] [added: - *“Jack Daniel’s] family of brands”* includes Jack Daniel’s Tennessee Whiskey (JDTW), [removed: Jack Daniel’s RTD and RTP products (JD RTD/RTP),] [added: JD RTD/RTP,] Jack Daniel’s Tennessee Honey (JDTH), Gentleman Jack, Jack Daniel’s Tennessee Fire (JDTF), Jack Daniel’s Tennessee Apple (JDTA), Jack Daniel’s Single Barrel Collection (JDSB), Jack Daniel’s [added: Bonded] Tennessee [added: Whiskey, Jack Daniel’s Sinatra Select, Jack Daniel’s Tennessee] Rye Whiskey (JDTR), Jack Daniel’s [removed: Sinatra Select,] [added: Bottled-in-Bond,] Jack Daniel’s [removed: Bonded,] [added: Triple Mash Blended Straight Whiskey,] Jack Daniel’s No. 27 Gold Tennessee Whiskey, Jack Daniel’s [removed: Bottled-in-Bond, Jack Daniel’s] 10 [removed: Year] [added: Years] Old, and Jack Daniel’s [removed: Triple Mash.][added: 12 Years Old.]

*•“Jack Daniel’s [removed: RTD and RTP”*] [added: RTD/RTP”*] products include all RTD line extensions of Jack Daniel’s, such as Jack Daniel’s & Cola, Jack Daniel’s Country Cocktails, Jack Daniel’s Double Jack, [added: Jack Daniel’s & Coca-Cola RTD,] and other malt- and spirit-based Jack Daniel’s [removed: RTDs] [added: RTDs,] along with Jack Daniel’s Winter Jack RTP.

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

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

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

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 [removed: and wholesalers.]

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

- A positive difference is interpreted as a net increase in distributors’ inventories, which implies that organic trends could decrease as [removed: distributors’] [added: 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.

Below we discuss the significant developments in our business during fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2022.][added: 2023.]

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

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

[removed: The most significant effect was] [added: During] the [removed: $52 million] [added: fourth quarter of fiscal 2022, we recognized a] non-cash impairment charge [added: of $52 million] for [removed: our] [added: the] Finlandia brand [removed: name (see Note 4 to the Consolidated Financial Statements for more information), which reflects] [added: name, reflecting] a decline in our long-term outlook for Finlandia due to [removed: the] [added: our] suspension of operations in Russia, a key market for the brand.

[removed: We expect the conflict to have a more significant negative effect on our fiscal 2023] [added: Vodka (Finlandia)] reported net sales [removed: results,] [added: declined 9%] reflecting [removed: a full-year] [added: the] impact of the suspension of [added: our] commercial operations in [removed: Russia,] [added: Russia] and the [removed: ongoing disruption] [added: negative effect] of [removed: our business in Ukraine.][added: foreign exchange.]

During the third quarter of fiscal 2023, we acquired Gin Mare Brand, S.L.U. and Mareliquid Vantguard, S.L.U., which own the Gin Mare brand (Gin Mare).

Also, during the third quarter of fiscal 2023, we acquired (a) International Rum and Spirits Distributors Unipessoal, Lda., (b) Diplomático Branding Unipessoal Lda., (c) International Bottling Services, S.A., (d) International Rum & Spirits Marketing Solutions, S.L., and (e) certain assets of Destilerias Unidas Corp., which collectively own the Diplomático Rum brand and related assets (Diplomático).

We believe that these adjustments allow for us to understand our organic results on a comparable basis.

In fiscal 2023, we changed the methodology used to determine average invested capital.

Previously, average invested capital was computed using the average of the most recent 13 month-end balances.

Average invested capital is now calculated using the average of the most recent five quarter-end balances, which are disclosed in the relevant quarterly reports on Form 10-Q and Annual Reports on Form 10-K.

Return on average invested capital computed using the new methodology does not materially differ from the total computed using the previous methodology for fiscal 2023.

The new methodology was consistently applied to return on average invested capital for each period presented.

Beginning in fiscal 2023, we began presenting “Ready-to-Drink” products as a separate aggregation due to its increased significance in its contribution to our growth in recent years and industry-wide category growth trends.

“Whiskey” no longer contains Jack Daniel’s ready-to-drink (RTD) and ready-to-pour (RTP), and “Tequila” no longer includes New Mix.

These brands are now included in the “Ready-to-Drink” brand aggregation.

*•“Whiskey”* includes all whiskey spirits and whiskey-based flavored liqueurs.

The brands included in this category are Jack Daniel’s RTD and RTP products (JD RTD/RTP), New Mix, and other RTD/RTP products.

- *“Jack Daniel’s & Coca-Cola RTD”* includes all Jack Daniel’s and Coca-Cola RTD products and Jack Daniel’s bulk whiskey shipments for the production of this product.

- *“Rest of Portfolio”* includes Chambord, Gin Mare, Korbel Brandy, Diplomático, and Fords Gin.

and wholesalers.

Finlandia Impairments

During the third quarter of fiscal 2023, we recognized a non-cash impairment charge of $96 million for the Finlandia brand name, largely due to macroeconomic conditions including rising interest rates and increasing costs.

See “Critical Accounting Policies and Estimates” below and Note 14 to the Consolidated Financial Statements for more information.

Tariffs

The removal of the European Union and United Kingdom tariffs on American whiskey (tariffs) positively affected our results during fiscal 2023.

Tariffs include the combined effect of tariff-related costs, whether arising as a reduction of reported net sales or as an increase in reported cost of sales.

We estimate that lower costs associated with tariffs (a) reduced our reported cost of sales growth by approximately four percentage points, and (b) increased gross margin by approximately one and a half percentage points.

Acquisitions

During the third quarter of fiscal 2023, we acquired the Gin Mare brand and the Diplomático brand and related assets.

Operating activity for these acquired brands increased reported net sales growth by approximately half a percentage point and decreased reported operating income growth by approximately four percentage points during fiscal 2023.

The negative effect on reported operating income was largely driven by transaction expenses of $44 million related to the termination of certain distribution contracts (certain post-closing costs and expenses).

Supply chain disruptions continued to affect our business during fiscal 2023.

Our glass supply position improved, while global logistics and transportation challenges constrained product movement and increased transportation costs.

◦In fiscal 2023, we announced our global relationship with The Coca-Cola Company to introduce the Jack Daniel's & Coca-Cola RTD to select markets around the world.

*◦*In fiscal 2023, we launched Jack Daniel’s Bonded Tennessee Whiskey and Jack Daniel’s Triple Mash Blended Straight Whiskey in the United States and certain developed international and emerging markets.

◦In fiscal 2023, we launched Jack Daniel’s 12 Year Old in the United States.

◦In fiscal 2023, we launched Jack Daniel's Tennessee Travelers Whiskey in Travel Retail.

We expect to complete this project in fiscal 2024.

◦During fiscal 2023, our Board of Directors approved an $85 million capital investment to expand our JDTW capacity in Tennessee.

We also built three additional barrel warehouses at our Jack Daniel’s distillery during fiscal 2022 and fiscal 2023 to support the continued growth of JDTW.

◦We recently announced a $200 million capital investment to expand our tequila-making capacity in Mexico.

During fiscal 2023, we acquired the Gin Mare brand and the Diplomático brand and related assets.

- We delivered reported operating income of $1.1 billion, a decrease of 6% compared to fiscal 2022, reflecting lower gross margin, higher non-cash impairment charges (largely related to the Finlandia brand name), and higher operating expenses (including certain post-closing costs and expenses in connection with the acquisitions of Diplomático and Gin Mare).

- Our return on average invested capital decreased to 15.3% in fiscal 2023, compared to 17.6% in fiscal 2022.

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

trend both positively and negatively.

- *“Foundation.”* 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 organic SG&A expenses and organic operating income to present our organic results on a comparable basis.

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.

This information is provided by

COVID-19

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.

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, which began in February 2022, had a negative effect on our fiscal 2022 operating results.

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.

Prior to the onset of the conflict, Russia and Ukraine represented approximately 2% of our reported net sales.

◦In fiscal 2021, we introduced new spirit-based RTD products in the United States.

Tequila continues to be an attractive category, particularly in the United States, with both Herradura and el Jimador contributing significantly to our overall net sales growth.

In fiscal 2021, we introduced Herradura Legend in the United States.

During fiscal 2021, we sold our Early Times, Canadian Mist, and Collingwood brands and related assets.

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

An estimated net increase in distributor inventories positively impacted reported net sales.

Supply chain disruptions had an adverse effect on results.

- We delivered reported operating income of $1.2 billion, an increase of 3% compared to fiscal 2021.

The increase in reported operating income was driven by reported net sales growth and the absence of the $20 million commitment to the Foundation in fiscal 2021, partially offset by (a) the effect of acquisitions and divestitures (primarily the fiscal 2021 gain on sale of Early Times, Canadian Mist, and Collingwood), (b) impairment charges, and (c) the negative effect of foreign exchange.

Earnings per share in fiscal 2021 included an estimated $0.20 per share benefit from the gain on sale of Early Times, Canadian Mist, and Collingwood and related assets.

- Our return on average invested capital decreased to 17.7% in fiscal 2022, compared to 19.6% in fiscal 2021, driven primarily by higher income taxes.

Return on average invested capital in fiscal 2021 benefited from the gain on sale of Early Times, Canadian Mist, and Collingwood and related assets.

| SG&A | | | | | | | | | $ | 671 | | | | | $ | 690 | | | | | | | | | | | | | | | | | 3 | | % | | | | | | | | | | 7 | | % |

| Gain on sale of business | | | | | | | | | $ | (127) | | | | | $ | — | | | | | | | | | | | | | | | | | nm | | | | | | | | | | | | n/a | | |

| *Russia* | | | | | | 1 | | % | | | | 7 | | % | — | | % | | | | 6 | | % | | | | | | | 13 | | % |

| *Chile* | | | | | | 1 | | % | | | | 64 | | % | — | | % | | | | — | | % | | | | | | | 64 | | % |

We had outstanding currency derivatives with notional amounts totaling [removed: $1,218] [added: $801] million and [removed: $801] [added: $747] million at April 30, [removed: 2021] [added: 2022] and [removed: 2022,] [added: 2023,] respectively.

We estimate that a hypothetical 10% weakening of the dollar compared to exchange rates of hedged currencies as of April 30, [removed: 2022,] [added: 2023,] would decrease the fair value of our then-existing foreign currency derivative contracts by approximately [removed: $61] [added: $52] million.

As of April 30, [removed: 2022,] [added: 2023,] our cash and cash equivalents [removed: ($868] [added: ($374] million) [added: and short-term commercial paper borrowings ($235 million)] were exposed to interest rate changes.

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

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

The most important and iconic brand in our portfolio is Jack Daniel’s Tennessee Whiskey, the #1 selling American whiskey in the [removed: world1.][added: world.1 Jack Daniel’s Tennessee Whiskey was recently named the most valuable spirits brand in the world in the 2022 Interbrand “Best Global Brands” rankings, and the newly released Jack Daniel's Bonded Tennessee Whiskey was named the "2022 Whisky of the Year" by *Whisky Advocate*.]

Our premium bourbons, Woodford Reserve and Old Forester, were once again selected for the Impact “Hot Brands”2 list, marking [removed: nine] [added: ten] and [removed: four] [added: five] consecutive years on the list, [removed: respectively.][added: respectively, as were Jack Daniel's RTDs.]

| Jack Daniel's Tennessee [removed: Honey] [added: Fire] | | | | | | Korbel California [removed: Champagnes6] [added: Brandy7] | | |

| Gentleman Jack Rare Tennessee Whiskey | | | | | | Korbel California [removed: Brandy6] [added: Champagnes7] | | |

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

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

| Jack Daniel's [removed: Winter Jack] [added: Bonded Tennessee Whiskey] | | | | | | Old Forester Whiskey Row Series | | |

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

| Jack Daniel’s [removed: Bonded] [added: Winter Jack] | | | | | | GlenDronach Single Malt Scotch [removed: Whisky] [added: Whiskies8] | | |

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

| Jack Daniel's Bottled-in-Bond | | | | | | [removed: Glenglassaugh] [added: Benriach] Single Malt Scotch [removed: Whisky] [added: Whiskies9] | | |

| Jack Daniel’s 10 Year Old | | | | | | [removed: Chambord Liqueur] [added: Gin Mare] | | |

| Woodford Reserve [removed: Kentucky Bourbon] [added: Double Oaked] | | | | | | Fords Gin | | |

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

| Woodford Reserve Kentucky [removed: Rye] [added: Straight Malt] Whiskey | | | | | | Part Time Rangers RTDs | | |

| Woodford Reserve Kentucky [removed: Straight Malt] [added: Rye] Whiskey | | | | | | [added: Slane Irish Whiskey] | | |

| 2Impact Databank, March [removed: 2022.] [added: 2023.] | | | | | |

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

| 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, [removed: and] Jack Daniel's Single Barrel 100 [removed: Proof.] [added: Proof, and other Jack Daniel’s Single Barrel special-release expressions.] | | | | | |

| [removed: 6Korbel] [added: 7Korbel] is not an owned brand. We sell Korbel products under contract in the United States and other select markets. | | | | | |

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

Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal [removed: 2022] [added: 2023] Brand Highlights” for brand performance details.

The United States, our most important market, accounted for [removed: 49%] [added: 47%] of our net sales in fiscal [removed: 2022] [added: 2023] and the other [removed: 51%] [added: 53%] were outside of the United States.

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

| | | | | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | | | |

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

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

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

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

| Mexico | | | | | | | | | [removed: 5] [added: 4] | | % | [removed: 4] [added: 5] | | % | [removed: 5] [added: 6] | | % |

| Other | | | | | | | | | [removed: 30] [added: 28] | | % | 28 | | % | [removed: 28] [added: 31] | | % |

For details about net sales in our [removed: largest] [added: top] markets, see “Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal [removed: 2022] [added: 2023] 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 for Australia, Belgium and Luxembourg, Brazil, Czechia, France, Germany, Korea, Mexico, Poland, Spain, Taiwan, Thailand, [removed: Turkey,] [added: Türkiye,] and the United Kingdom.

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

We believe that our customer relationships are good and [added: that] our exposure to concentrations of credit risk is limited due to the diverse geographic areas covered by our operations and our thorough evaluation of each customer.

In fiscal [removed: 2022,] [added: 2023,] our two largest customers accounted for approximately 14% and 12% of consolidated net sales, respectively.

No other customer accounted for 10% or more of our consolidated net sales in fiscal [removed: 2022.][added: 2023.]

Approximately [removed: 30%] [added: 31%, 29%, and 27%] of our reported net sales for fiscal [removed: 2020, fiscal] 2021, [added: fiscal 2022,] and fiscal [removed: 2022] [added: 2023, respectively,] were in the fourth calendar [removed: quarter of each year.][added: quarter.]

Our super premium tequila, Herradura, received two Gold medals at the San Francisco World Spirits competition in 2023, one for Reposado and the one for Legend, as well as three Gold medals for the brand's core expressions at the Tequila and Mezcal Masters competition from *The Spirits Business*.

| Jack Daniel's Triple Mash Blended Straight Whiskey | | | | | | Glenglassaugh Single Malt Scotch Whiskies10 | | |

| Jack Daniel’s 12 Year Old | | | | | | Gin Mare Capri | | |

| Woodford Reserve Kentucky Bourbon | | | | | | Diplomático Rums11 | | |

| 1IWSR, 2023. | | | | | |

| 8GlenDronach Single Malt Scotch Whiskies comprise all expressions of GlenDronach. | | | | | |

| 9Benriach Single Malt Scotch Whiskies comprise all expressions of Benriach. | | | | | |

| 10Glenglassaugh Single Malt Scotch Whiskies comprise all expressions of Glenglassaugh. | | | | | |

| 11Diplomático Rums comprise all expressions of Diplomático. | | | | | |

| Molasses | | | | | | Whiskey | | | | | | Sugar | | | | | | | | | | | | Labels | | |

| Sugar | | | | | | | | | | | | Water | | | | | | | | | | | | | | |

None of these raw materials are in short supply, but shortages could occur in the future.

Many countries set their own distilling and maturation requirements.

Complying with these statutes and regulations has not materially impacted our capital expenditures, earnings or competitive position, and is not expected to have a material impact during fiscal 2024.

We believe we are well positioned to navigate the ever-changing landscape.

We will make bold moves with a commitment to improve continuously as we work together to deliver sustained long-term growth.

Lastly, the recent acquisitions of Gin Mare (2022) and Diplomático (2023) provide us with leadership positions in the super-premium-and-above gin and rum categories, respectively, and we look to grow these brands globally.

In June 2022, we jointly announced a global relationship with The Coca-Cola Company to introduce the iconic Jack & Coke cocktail as a branded, ready-to-drink pre-mixed cocktail.

Since the announcement, we have launched the product in Mexico, the United States, Japan, the Philippines, the United Kingdom, Poland, Hungary, the Netherlands, and Ireland with more markets to follow.

Jack Daniel's Country Cocktails in the United States continues to be sold and distributed under our relationship with the Pabst Brewing Company.

In 2022, we launched our 2030 Alcohol Responsibility strategy to prioritize strategic programs and partnerships, in-market tools and resources, and to continue empowering our employees and business partners.

We execute our 2030 Alcohol Responsibility strategy through the lens of our Pause campaign to showcase the importance of alcohol responsibility and inspire action among our consumers, colleagues, and business partners.

1 IWSR, 2023

In the summer of 2020, we developed and published commitments to be better and do better – commitments that amplified our initiatives in the areas of representation, development, and accountability.

We also extended our commitment more deeply in our communities, especially our hometown of Louisville, Kentucky.

In June 2022, we published the Many Spirits, One Brown-Forman LGBTQ+ edition and set a 2030 ambition of 6% self-identified LGBTQ+ employees in our United States workforce.

For example, in May 2023, we announced a $200 million capital investment to expand our Casa Herradura tequila distillery to meet future consumer demand.

Additionally, during fiscal 2023, we announced a £30 million expansion of our GlenDronach distillery to meet strong demand.

- *Renewable Electricity:* In fiscal 2023, we installed a rooftop solar system at our Slane Castle distillery, and in fiscal 2024 we plan to install a rooftop solar system at our Newbridge bottling plant in Edinburgh, Scotland.

*•Byproducts to Energy:* Jack Daniel's announced a project to develop an anaerobic digester that will convert a portion of the distillery byproducts, also known as stillage, to renewable energy and fertilizer.

The project broke ground in fiscal 2023.

*•Water Stewardship:* In fiscal 2023, we partnered with Waterplan to improve the measurement of water related risk at two of our facilities and to identify opportunities for water reuse at our Casa Herradura facility.

We will expand this partnership in fiscal 2024 to further enhance our water stewardship program.

*•Sustainable Forestry:* In April 2023, we completed the third planting at the Old Forester Tree Nursery, a 15-year white oak genetic improvement project in partnership with the University of Kentucky.

In June 2023, our Jack Daniel Seed Orchard will celebrate its 25th anniversary and our continued partnership with the University of Tennessee.

We are a responsible and caring corporate citizen and invest in the communities where employees live and work.

We encourage employees to participate in philanthropic outreach efforts by giving their time and talents to support those non-profit organizations most meaningful to them.

This civic engagement, as well as our corporate contributions, further promotes Brown-Forman’s caring culture and supports our purpose to enrich life.

commitment to five organizations in west Louisville in 2022, which is the largest investment in its history.

Overview

Jack Daniel’s Tennessee Whiskey was recently named the most valuable spirits brand in the world in the 2021 Interbrand “Best Global Brands” rankings.

Our tequilas, el Jimador and Herradura, were also named to the “Hot Brands”2 list.

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

| Woodford Reserve Kentucky Straight Wheat Whiskey | | | | | | | | |

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

See “Item 7.

| Rye | | | | | | Whiskey | | | | | | Tequila | | | | | | | | | | | | Labels | | |

We are currently managing through a variety of global supply chain disruptions, largely related to glass supply, and have deployed a number of risk mitigation strategies to address the various constraints on our business.

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 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.

Lastly, we believe our acquisition of Fords Gin in the summer of 2019 provides access to the premium gin category, particularly in the United States, and we look to grow this brand in key gin markets globally.

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

In December 2020, we acquired Part Time Rangers, a line of low-calorie, spirit-based RTDs with natural fruit flavorings.

Part Time Rangers is based in New Zealand, and we believe it will help us grow our RTD portfolio in that country, Australia, and potentially beyond.

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

The COVID-19 pandemic has impacted our global markets differently.

While the recovery has been varied by geography, we expect increasing contributions to our long-term future growth from emerging markets, including Brazil, China, India, Mexico, Poland, and Southeast Asia.

1 IWSR 2022

In the summer of 2020, we developed and published commitments to be better and do better – to live our value of respect, educate ourselves more fully on what it means to be anti-racist, identify and eliminate barriers to inclusion, create an environment where all employees can bring their best selves to work, and extend our commitment more deeply in our communities, especially our hometown of Louisville, Kentucky.

For example, in fiscal 2021, our Board of Directors approved a $125 million capital investment to expand our bourbon-making capacity in Kentucky to meet anticipated future consumer demand.

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.

- *Wind*: Our partnership with the East Fork Wind project, which became operational in April 2020, provides a renewable energy source that offsets more than 90% of our electricity usage in the United States.

- *Solar*: Last year, Jack Daniel's announced a partnership to provide our Lynchburg distillery with 20 megawatts of solar energy.

The agreement will provide nearly three-quarters of the distillery's electricity needs, and makes Jack Daniel's the first distillery to participate in Tennessee Valley Authority's Green Invest Program.

- *Watersheds*: To manage water risk, we have completed watershed risk assessments to evaluate watersheds we operate in that are considered at-risk or business critical.

Following the assessments, we have begun to develop multi-year mitigation plans to address risk.

- *Waste*: In 2020, we were pleased to achieve our zero-waste-to-landfill (defined as sending less than 1% to landfill) goal across our production facilities.

Our next priority is to integrate circular economy principles into our business that will allow us to go beyond zero-waste to a regenerative approach where resources are continually reused.

In addition to the investments we make in our employees, we believe it is vital that we give back to the communities that support both our employees and our company by thoughtfully deploying our time, talent, and resources.

We have been a proud corporate citizen of our hometown of Louisville, Kentucky, since we were founded.

Being a good neighbor is something we strive for wherever we operate, and our expanded focus and commitment to the neighborhood around our corporate campus meets this call to be the best neighbor we can be in an area that has experienced the effects of underinvestment and systemic racism.

independent of our annual earnings.

Overview: Culture of Care

COVID-19 Response

Shortly after the global pandemic began, we shifted nearly all global salaried employees to a virtual working environment and safely maintained our essential production operations.

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).

For the fiscal year ended April 30, [removed: 2022][added: 2023]

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

The number of shares outstanding for each of the registrant’s classes of Common Stock on [removed: May 31, 2022,] [added: June 12, 2023,] was:

| Class A Common Stock (voting), $0.15 par value | | | [removed: 169,175,352] [added: 169,254,084] | | |

| Class B Common Stock (nonvoting), $0.15 par value | | | [removed: 309,878,389] [added: 310,110,423] | | |

Portions of [removed: the] [added: Registrant’s] Proxy Statement [removed: of Registrant] for use in connection with the Annual Meeting of Stockholders to be held July [removed: 28, 2022,] [added: 27, 2023,] are incorporated by reference into Part III of this report.

| Item 1. | | | [removed: [Business](#i8e565e1eb98a4cfa92212dec19d6cfe3_16)] [added: [Business](#i1dbe8a217acc44458ed7fed31113fb54_16)] | | | [removed: [4](#i8e565e1eb98a4cfa92212dec19d6cfe3_16)] [added: [4](#i1dbe8a217acc44458ed7fed31113fb54_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8e565e1eb98a4cfa92212dec19d6cfe3_58)] [added: Factors](#i1dbe8a217acc44458ed7fed31113fb54_58)] | | | [removed: [16](#i8e565e1eb98a4cfa92212dec19d6cfe3_58)] [added: [15](#i1dbe8a217acc44458ed7fed31113fb54_58)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8e565e1eb98a4cfa92212dec19d6cfe3_61)] [added: Comments](#i1dbe8a217acc44458ed7fed31113fb54_61)] | | | [removed: [26](#i8e565e1eb98a4cfa92212dec19d6cfe3_61)] [added: [24](#i1dbe8a217acc44458ed7fed31113fb54_61)] | | |

| Item 2. | | | [removed: [Properties](#i8e565e1eb98a4cfa92212dec19d6cfe3_64)] [added: [Properties](#i1dbe8a217acc44458ed7fed31113fb54_64)] | | | [removed: [27](#i8e565e1eb98a4cfa92212dec19d6cfe3_64)] [added: [25](#i1dbe8a217acc44458ed7fed31113fb54_64)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8e565e1eb98a4cfa92212dec19d6cfe3_67)] [added: Proceedings](#i1dbe8a217acc44458ed7fed31113fb54_67)] | | | [removed: [28](#i8e565e1eb98a4cfa92212dec19d6cfe3_67)] [added: [26](#i1dbe8a217acc44458ed7fed31113fb54_67)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8e565e1eb98a4cfa92212dec19d6cfe3_70)] [added: Disclosures](#i1dbe8a217acc44458ed7fed31113fb54_70)] | | | [removed: [28](#i8e565e1eb98a4cfa92212dec19d6cfe3_70)] [added: [26](#i1dbe8a217acc44458ed7fed31113fb54_70)] | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i8e565e1eb98a4cfa92212dec19d6cfe3_76)] [added: Securities](#i1dbe8a217acc44458ed7fed31113fb54_76)] | | | [removed: [29](#i8e565e1eb98a4cfa92212dec19d6cfe3_76)] [added: [27](#i1dbe8a217acc44458ed7fed31113fb54_76)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i8e565e1eb98a4cfa92212dec19d6cfe3_85)] [added: [\[Reserved\]](#i1dbe8a217acc44458ed7fed31113fb54_85)] | | | [removed: [29](#i8e565e1eb98a4cfa92212dec19d6cfe3_85)] [added: [27](#i1dbe8a217acc44458ed7fed31113fb54_85)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8e565e1eb98a4cfa92212dec19d6cfe3_91)] [added: Operations](#i1dbe8a217acc44458ed7fed31113fb54_91)] | | | [removed: [30](#i8e565e1eb98a4cfa92212dec19d6cfe3_91)] [added: [28](#i1dbe8a217acc44458ed7fed31113fb54_91)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i8e565e1eb98a4cfa92212dec19d6cfe3_145)] [added: Risk](#i1dbe8a217acc44458ed7fed31113fb54_145)] | | | [removed: [48](#i8e565e1eb98a4cfa92212dec19d6cfe3_145)] [added: [46](#i1dbe8a217acc44458ed7fed31113fb54_145)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8e565e1eb98a4cfa92212dec19d6cfe3_151)] [added: Data](#i1dbe8a217acc44458ed7fed31113fb54_151)] | | | [removed: [49](#i8e565e1eb98a4cfa92212dec19d6cfe3_151)] [added: [47](#i1dbe8a217acc44458ed7fed31113fb54_151)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8e565e1eb98a4cfa92212dec19d6cfe3_256)] [added: Disclosure](#i1dbe8a217acc44458ed7fed31113fb54_256)] | | | [removed: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_256)] [added: [82](#i1dbe8a217acc44458ed7fed31113fb54_256)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8e565e1eb98a4cfa92212dec19d6cfe3_259)] [added: Procedures](#i1dbe8a217acc44458ed7fed31113fb54_259)] | | | [removed: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_259)] [added: [82](#i1dbe8a217acc44458ed7fed31113fb54_259)] | | |

| Item 9B. | | | [Other [removed: Information](#i8e565e1eb98a4cfa92212dec19d6cfe3_262)] [added: Information](#i1dbe8a217acc44458ed7fed31113fb54_262)] | | | [removed: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_262)] [added: [82](#i1dbe8a217acc44458ed7fed31113fb54_262)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8e565e1eb98a4cfa92212dec19d6cfe3_265)] [added: Inspections](#i1dbe8a217acc44458ed7fed31113fb54_265)] | | | [removed: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_265)] [added: [82](#i1dbe8a217acc44458ed7fed31113fb54_265)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i8e565e1eb98a4cfa92212dec19d6cfe3_271)] [added: Governance](#i1dbe8a217acc44458ed7fed31113fb54_271)] | | | [removed: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_271)] [added: [82](#i1dbe8a217acc44458ed7fed31113fb54_271)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8e565e1eb98a4cfa92212dec19d6cfe3_274)] [added: Compensation](#i1dbe8a217acc44458ed7fed31113fb54_274)] | | | [removed: [83](#i8e565e1eb98a4cfa92212dec19d6cfe3_274)] [added: [82](#i1dbe8a217acc44458ed7fed31113fb54_274)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8e565e1eb98a4cfa92212dec19d6cfe3_277)] [added: Matters](#i1dbe8a217acc44458ed7fed31113fb54_277)] | | | [removed: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_277)] [added: [83](#i1dbe8a217acc44458ed7fed31113fb54_277)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8e565e1eb98a4cfa92212dec19d6cfe3_280)] [added: Independence](#i1dbe8a217acc44458ed7fed31113fb54_280)] | | | [removed: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_280)] [added: [83](#i1dbe8a217acc44458ed7fed31113fb54_280)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i8e565e1eb98a4cfa92212dec19d6cfe3_283)] [added: Services](#i1dbe8a217acc44458ed7fed31113fb54_283)] | | | [removed: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_283)] [added: [83](#i1dbe8a217acc44458ed7fed31113fb54_283)] | | |

| Item 15. | | | [Exhibits and Financial Statements [removed: Schedules](#i8e565e1eb98a4cfa92212dec19d6cfe3_289)] [added: Schedules](#i1dbe8a217acc44458ed7fed31113fb54_289)] | | | [removed: [84](#i8e565e1eb98a4cfa92212dec19d6cfe3_289)] [added: [83](#i1dbe8a217acc44458ed7fed31113fb54_289)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8e565e1eb98a4cfa92212dec19d6cfe3_292)] [added: Summary](#i1dbe8a217acc44458ed7fed31113fb54_292)] | | | [removed: [87](#i8e565e1eb98a4cfa92212dec19d6cfe3_292)] [added: [86](#i1dbe8a217acc44458ed7fed31113fb54_292)] | | |

| [SCHEDULE II – Valuation and Qualifying [removed: Accounts](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] [added: Accounts](#i1dbe8a217acc44458ed7fed31113fb54_298)] | | | | | | [removed: [91](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] [added: [89](#i1dbe8a217acc44458ed7fed31113fb54_298)] | | |

- Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of small distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability to anticipate or react to them; further legalization of marijuana; [removed: shifts in consumer purchase practices;] bar, restaurant, travel, or other on-premise declines; shifts in demographic or health and wellness trends; or unfavorable consumer reaction to new products, line extensions, package changes, product reformulations, or other product innovation

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

- Unfavorable global or regional economic [removed: conditions, particularly related to the COVID-19 pandemic,] [added: conditions] and related economic slowdowns or recessions, low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations

- Risks associated with being a U.S.-based company with a global business, including commercial, political, and financial risks; local labor policies and conditions; protectionist trade policies, or economic or trade sanctions, including additional retaliatory tariffs on American whiskeys and the effectiveness of our actions to mitigate the negative impact on our margins, sales, and distributors; compliance with local trade practices and other regulations; [removed: terrorism;] [added: terrorism, kidnapping, extortion, or other types of violence;] and health pandemics

- Changes in laws, regulatory measures, or governmental [removed: policies –] [added: policies,] especially those [removed: that affect the] [added: affecting] production, importation, marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [SIGNATURES](#i1dbe8a217acc44458ed7fed31113fb54_549755816241) | | | | | | [87](#i1dbe8a217acc44458ed7fed31113fb54_549755816241) | | |

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

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

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

| | | | | | | | | |

| | | | | | | | | |

| Provincia de Panamá, Panamá | | | Warehousing, bottling | | | Home of Diplomático | | |

| Stevenson, Alabama | | | Stave and heading mill | | | | | |

| Jackson, Ohio | | | Stave and heading mill | | | Land is leased from a third party | | |

As of May 31, [removed: 2022,] [added: 2023,] there were [removed: 1,899] [added: 2,380] holders of record of Class A common stock and [removed: 3,885] [added: 4,566] holders of record of Class B common stock.

Because of overlapping ownership between classes, as of May 31, [removed: 2022,] [added: 2023,] we had only [removed: 5,029] [added: 4,867] distinct common stockholders of record.

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

The information presented assumes an initial investment of $100 on April 30, [removed: 2017,] [added: 2018,] 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: 2017.][added: 2018.]

[removed: ][added: ]

| | | | [removed: 2017 | | |] 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

| S&P 500 Total Return Index | | | $100 | | | $113 | | | [removed: $129] [added: $114] | | | [removed: $130] [added: $167] | | | [removed: $189] [added: $167] | | | [removed: $190] [added: $172] | | |

| Dow Jones U.S. Consumer Goods Index | | | $100 | | | [removed: $98] [added: $111] | | | [removed: $109] [added: $111] | | | [removed: $109] [added: $173] | | | [removed: $169] [added: $179] | | | [removed: $175] [added: $166] | | |

We began using the S&P 500 Consumer Staples (Sector) Index as a comparative index in this graph in fiscal 2023 to align with management’s use of this index for evaluating performance and determining certain components of executive compensation The Dow Jones U.S. Consumer Goods Index and the Dow Jones U.S. Food & Beverage Index will not be included in this graph in future filings.

| Brown-Forman Corporation | | | $100 | | | $96 | | | $114 | | | $141 | | | $127 | | | $124 | | |

| Dow Jones U.S. Food & Beverage Index | | | $100 | | | $114 | | | $113 | | | $141 | | | $160 | | | $171 | | |

| S&P 500 Consumer Staples (Sector) Index | | | $100 | | | $118 | | | $123 | | | $151 | | | $175 | | | $179 | | |

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

| Brown-Forman Corporation | | | $100 | | | $153 | | | $147 | | | $174 | | | $215 | | | $195 | | |

| Dow Jones U.S Food & Beverage Index | | | $100 | | | $97 | | | $111 | | | $110 | | | $138 | | | $156 | | |

| [removed: Reports] [added: [Reports] of [removed: Management] [added: Management](#i1dbe8a217acc44458ed7fed31113fb54_154)] | | | [removed: [50](#i8e565e1eb98a4cfa92212dec19d6cfe3_154)] [added: [48](#i1dbe8a217acc44458ed7fed31113fb54_154)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of [removed: Operations] [added: Operations](#i1dbe8a217acc44458ed7fed31113fb54_166)] | | | [removed: [55](#i8e565e1eb98a4cfa92212dec19d6cfe3_166)] [added: [52](#i1dbe8a217acc44458ed7fed31113fb54_166)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Comprehensive [removed: Income] [added: Income](#i1dbe8a217acc44458ed7fed31113fb54_169)] | | | [removed: [56](#i8e565e1eb98a4cfa92212dec19d6cfe3_169)] [added: [53](#i1dbe8a217acc44458ed7fed31113fb54_169)] | | |

| [removed: Consolidated] [added: [Consolidated] Balance [removed: Sheets] [added: Sheets](#i1dbe8a217acc44458ed7fed31113fb54_172)] | | | [removed: [57](#i8e565e1eb98a4cfa92212dec19d6cfe3_172)] [added: [54](#i1dbe8a217acc44458ed7fed31113fb54_172)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Cash [removed: Flows] [added: Flows](#i1dbe8a217acc44458ed7fed31113fb54_175)] | | | [removed: [58](#i8e565e1eb98a4cfa92212dec19d6cfe3_175)] [added: [55](#i1dbe8a217acc44458ed7fed31113fb54_175)] | | |

| [removed: Consolidated] [added: [Consolidated] Statements of Stockholders’ [removed: Equity] [added: Equity](#i1dbe8a217acc44458ed7fed31113fb54_178)] | | | [removed: [59](#i8e565e1eb98a4cfa92212dec19d6cfe3_178)] [added: [56](#i1dbe8a217acc44458ed7fed31113fb54_178)] | | |

| [removed: Notes] [added: [Notes] to Consolidated Financial [removed: Statements] [added: Statements](#i1dbe8a217acc44458ed7fed31113fb54_181)] | | | [removed: [60](#i8e565e1eb98a4cfa92212dec19d6cfe3_181)] [added: [57](#i1dbe8a217acc44458ed7fed31113fb54_181)] | | |

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

Management is also responsible for establishing and maintaining [removed: effective] [added: adequate] internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Based on this assessment, management concluded that our internal control over financial reporting was effective as of April 30, [removed: 2022.][added: 2023.]

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: 2022,] [added: 2023,] as stated in their report.

| Dated: | | | June [removed: 17, 2022] [added: 16, 2023] | | | | | | | | |

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

[removed: Report] [added: | [Reports] of Independent Registered Public Accounting [removed: Firm][added: Firm](#i1dbe8a217acc44458ed7fed31113fb54_160) | | | [49](#i1dbe8a217acc44458ed7fed31113fb54_160) | | |]

We have audited the [added: accompanying] consolidated [added: balance sheets of Brown-Forman Corporation and Subsidiaries (the Company) as of April 30, 2023 and 2022, the related consolidated] statements of operations, comprehensive income, stockholders’ equity and cash flows [removed: of Brown-Forman Corporation and its subsidiaries (the “Company”)] for [added: each of] the [removed: year] [added: three years in the period] ended April 30, [removed: 2020, including] [added: 2023, and] the related notes and [added: financial statement] schedule [removed: of valuation and qualifying accounts for] [added: listed in] the [removed: year ended April 30, 2020 appearing under] [added: 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 [added: financial position of the Company at April 30, 2023 and 2022, and the] results of [added: its] operations and [added: its] cash flows [added: for each] of the [removed: Company for] [added: three years in] the [removed: year] [added: period] ended April 30, [removed: 2020] [added: 2023,] in conformity with [removed: accounting principles] [added: U.S.] generally accepted [removed: in the United States of America.][added: accounting principles.]

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

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

We [added: also] have [removed: audited] [added: audited, in accordance with] the [removed: accompanying] [added: standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the] consolidated balance sheets of [removed: Brown-Forman Corporation and Subsidiaries (the Company)] [added: the Company] as of April 30, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated [removed: statement] [added: statements] of operations, comprehensive income, stockholders’ equity and cash flows for each of the [removed: two] [added: three] years in the period ended April 30, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) [removed: (collectively referred to as the “consolidated financial statements”).][added: and our report dated June 16, 2023 expressed an unqualified opinion thereon.]

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: 2022,] [added: 2023,] 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: 17, 2022] [added: 16, 2023] expressed an unqualified opinion thereon.

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

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the [removed: account] [added: accounts] or disclosures to which [removed: it relates.][added: they relate.]

| *Description of the Matter* | | | | | | At April 30, [removed: 2022,] [added: 2023,] the balance of the Company’s other intangible assets with indefinite lives was [removed: $586] [added: $1,164] 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. As described in Note 4, [removed: during] the [removed: fourth quarter of 2022, the] Company recognized an impairment charge of [removed: $52] [added: $96] million for its Finlandia brand name. The Company determined Finlandia’s fair value based on the [removed: relief from royalty] [added: relief-from-royalty] method. Auditing management’s estimate of the fair value of [added: the Finlandia] brand [removed: names] [added: name] was complex due to the significant judgment required to determine the fair value of the brand [removed: names.] [added: name.] The fair value [removed: estimates were] [added: estimate was] sensitive to significant assumptions used in the valuation process, such as future net sales. The estimate also includes assumptions such as discount rates and royalty rates. | | |

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

We have audited Brown-Forman Corporation and Subsidiaries’ internal control over financial reporting as of April 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on the COSO criteria.

| Year Ended April 30, | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales | | | $ | [removed: 4,306] [added: 4,526] | | | | | $ | [removed: 4,526] [added: 5,081] | | | | | $ | [removed: 5,081] [added: 5,372] | |

| Excise taxes | | | [removed: 943] [added: 1,065] | | | | | | [removed: 1,065] [added: 1,148] | | | | | | [removed: 1,148] [added: 1,144] | | |

| Net sales | | | [removed: 3,363] [added: 3,461] | | | | | | [removed: 3,461] [added: 3,933] | | | | | | [removed: 3,933] [added: 4,228] | | |

| Cost of sales | | | [removed: 1,236] [added: 1,367] | | | | | | [removed: 1,367] [added: 1,542] | | | | | | [removed: 1,542] [added: 1,734] | | |

| Gross profit | | | [removed: 2,127] [added: 2,094] | | | | | | [removed: 2,094] [added: 2,391] | | | | | | [removed: 2,391] [added: 2,494] | | |

| Advertising expenses | | | [removed: 383] [added: 399] | | | | | | [removed: 399] [added: 438] | | | | | | [removed: 438] [added: 506] | | |

| Selling, general, and administrative expenses | | | [removed: 642] [added: 671] | | | | | | [removed: 671] [added: 690] | | | | | | [removed: 690] [added: 742] | | |

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

| Other expense (income), net | | | [removed: 11] | | | | | | [removed: (15) | | | | | | 59] [added: 44] | | |

| Operating income | | | [removed: 1,091] [added: 1,166] | | | | | | [removed: 1,166] [added: 1,204] | | | | | | [removed: 1,204] [added: 1,127] | | |

| Non-operating postretirement expense | | | [removed: 5] [added: 6] | | | | | | [removed: 6] [added: 13] | | | | | | [removed: 13] [added: 29] | | |

| Interest income | | | [removed: (5)] [added: (2)] | | | | | | [removed: (2)] [added: (5)] | | | | | | [removed: (5)] [added: (9)] | | |

As permitted by the SEC staff guidance on newly acquired businesses, management’s assessment of the effectiveness of internal control over financial reporting did not include internal controls of Gin Mare or Diplomático (the acquired businesses).

Total assets of the acquired businesses (excluding goodwill and intangible assets) constituted approximately 2% of the Company’s consolidated total assets as of April 30, 2023.

Total net sales of the acquired businesses constituted less than 1% of the Company’s consolidated net sales for the year ended April 30, 2023.

| | | | | | | Valuation of the Finlandia Brand Name Other Intangible Asset | | |

| | | | | | | | | |

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

| | | | | | | Valuation of Intangible Assets for Gin Mare and Diplomático | | |

| *Description of the Matter* | | | | | | During 2023, the Company completed its acquisition of Diplomático for consideration of $727 million in cash and its acquisition of Gin Mare for consideration of $468 million in cash paid at the acquisition date plus contingent consideration of $56 million, as disclosed in Note 12 to the consolidated financial statements. The transactions were accounted for as business combinations. Auditing the Company's accounting for its acquisitions of Diplomático and Gin Mare was complex due to the significant judgement required in the Company’s determination of the preliminary fair value of identified intangible assets of $312 million for Diplomático and $307 million for Gin Mare, which primarily consisted of brand names and trademarks (“acquired brand names”). The preliminary fair value estimates were sensitive to significant assumptions used in the valuation process, such as future net sales and discount rates. The estimates also included assumptions such as royalty rates. | | |

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

As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Gin Mare or Diplomático, which are included in the 2023 consolidated financial statements of the Company and constituted 2% of total assets as of April 30, 2023, excluding goodwill and intangibles, and less than 1% of net sales for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Gin Mare or Diplomático.

| Additional paid-in capital | | | — | | | | | | 1 | | |

| Inventories | | | (37) | | | | | | (93) | | | | | | (403) | | |

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

| Proceeds from long-term debt | | | — | | | | | | — | | | | | | 648 | | |

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

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

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

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

| Balance at April 30, 2023 | | | $ | 25 | | | | | $ | 47 | | | | | $ | 1 | | | | | $ | 3,643 | | | | | $ | (235) | | | | | $ | (213) | | | | | $ | 3,268 | |

| | | | $ | 277 | | | | | $ | 289 | |

| | | | 1,724 | | | | | | 1,920 | | |

| | | | $ | 875 | | | | | $ | 1,031 | |

| | | | 485 | | | | | | 519 | | |

| | | | $ | 703 | | | | | $ | 827 | |

| Contingent consideration (Note 12) | | | $ | — | | | | | $ | 56 | |

| Other | | | 181 | | | | | | 197 | | |

| | | | $ | 181 | | | | | $ | 253 | |

| | | | $ | (352) | | | | | $ | (235) | |

| Acquisitions (Note 12) | | | 652 | | | | | | 619 | | |

| Impairment | | | — | | | | | | (96) | | |

| Balance as of April 30, 2023 | | | $ | 1,457 | | | | | $ | 1,164 | |

During fiscal 2023, we recognized an additional non-cash impairment charge of $96 for the Finlandia brand name, largely reflecting the effects of higher discount rates and input costs on its valuation.

| 4.75% senior notes, $650 principal amount, due April 15, 2033 | | | — | | | | | | 642 | | |

| | | | 2,269 | | | | | | 2,678 | | |

| | | | $ | 2,019 | | | | | $ | 2,678 | |

On January 3, 2023, we entered into a $600 senior unsecured 364-day term loan credit agreement with various U.S. and international banks.

This credit agreement specified a variable interest rate reflecting the Secured Overnight Financing Rate applicable to the term of the particular borrowing plus a margin based on our credit ratings.

The weighted-average interest rate on the term loan borrowings was 5.36% until it was repaid in full on March 23, 2023.

On January 15, 2023, we repaid the $250 principal amount of 2.25% senior notes that matured on that date.

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

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

Opinion on the Financial Statements

Basis for Opinion

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

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

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

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

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

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

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

/s/ PricewaterhouseCoopers LLP

Louisville, Kentucky

June 19, 2020

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

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2022, in conformity with U.S. generally accepted accounting principles.

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

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

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

June 17, 2022

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

June 17, 2022

| Payments of withholding taxes related to stock-based awards | | | (43) | | | | | | (21) | | | | | | (11) | | |

| Acquisition of treasury stock | | | (1) | | | | | | — | | | | | | — | | |

| Balance at April 30, 2019 | | | $ | 25 | | | | | $ | 47 | | | | | $ | — | | | | | $ | 2,238 | | | | | $ | (363) | | | | | $ | (300) | | | | | $ | 1,647 | |

| Reclassification of tax effects1 | | | | | | | | | | | | | | | | | | | | | 43 | | | | | | (43) | | | | | | | | | | | | — | | |

| Acquisition of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | | | | | | (1) | | |

| Acquisition of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | |

| Acquisition of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | |

1Reflects adoption of Accounting Standards Update No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI), effective May 1, 2019.

*Goodwill and other intangible assets.* We have obtained most of our brands by acquiring other companies.

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

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

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

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

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

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

| Balance as of April 30, 2020 | | | $ | 756 | | | | | $ | 635 | |

| Sale of business (Note 12) | | | (4) | | | | | | (1) | | |

| Acquisition of business (Note 12) | | | 8 | | | | | | 8 | | |

*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: 2022.][added: 2023.]

*Changes in Internal Control over Financial Reporting.* [removed: There] [added: Except as described below, there] has been no change in our internal control over financial reporting during the quarter ended April 30, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] and our independent registered public accounting firm's report on our internal control over financial reporting are set forth in “Item 8.

We are in the process of implementing our standard control procedures in connection with our acquisitions of Gin Mare and Diplomático, and expect the implementation to be completed during fiscal 2024.

As permitted by the SEC staff guidance for newly acquired businesses, our report on internal control over financial reporting as of April 30, 2023, excludes the acquired Gin Mare and Diplomático businesses in order for management to have sufficient time to evaluate and implement our internal control structure over the operations of the Gin Mare and Diplomático businesses.

Information on our Executive Officers is included under the caption [removed: “Employees and] [added: “Information about Our] Executive Officers” in Part I of this report.

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: 28, 2022 (“2022] [added: 27, 2023 (“2023] Proxy Statement”), which information is incorporated into this report by reference: (a) “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) “Selection of Directors” (for information on the procedures by which security holders may recommend nominees to the Company's Board of Directors); and (d) “Board Committees” (for information on our Audit Committee).

For the information required by this item, refer to the following sections of our [removed: 2022] [added: 2023] 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”; [removed: and] (f) “Pay Ratio [removed: Disclosure.”][added: Disclosure”; and (g) “Pay Versus Performance.”]

The following table summarizes information as of April 30, [removed: 2022,] [added: 2023,] about our equity compensation plans under which we have made grants of stock options, stock appreciation rights, restricted stock, market value units, performance units, or other equity awards.

| Plan Category | | | | | | | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights1 | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights2 | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation [removed: Plans] [added: Plans3] | | |

| Equity compensation plans approved by Class A common stockholders | | | | | | | | | [removed: 1,767,784] [added: 1,399,649] | | | | | | [removed: $47.54] [added: $51.76] | | | | | | [removed: 12,412,433] [added: 11,843,605] | | |

1Includes [removed: 1,272,605] [added: 925,930] Class B common shares to be issued upon exercise of stock-settled stock appreciation rights (SSARs); [removed: 124,900] [added: 144,365] Class B performance-based restricted stock units (PBRSUs); [removed: 145,294] [added: 144,373] Class A PBRSUs; [removed: 169,156] [added: 150,648] Class A common deferred stock units (DSUs); and [removed: 55,829] [added: 34,333] 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: 4,232,521] [added: 4,009,616] SSARs outstanding at fiscal year-end.

For the other information required by this item, refer to the section entitled “Stock Ownership” of our [removed: 2022] [added: 2023] Proxy Statement, which information is incorporated into this report by reference.

3Future equity compensation issuances will be made under the 2022 Omnibus Compensation Plan.

For the information required by this item, refer to the following sections of our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement, which information is incorporated into this report by reference: (a) “Fees Paid to Independent Registered Public Accounting Firm”; and (b) “Audit Committee Pre-Approval Policies and Procedures.”

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i8e565e1eb98a4cfa92212dec19d6cfe3_157)] [added: Firm](#i1dbe8a217acc44458ed7fed31113fb54_160) (PCAOB ID 42)] | | | [removed: [51](#i8e565e1eb98a4cfa92212dec19d6cfe3_157)] [added: [49](#i1dbe8a217acc44458ed7fed31113fb54_160)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i8e565e1eb98a4cfa92212dec19d6cfe3_166)] [added: Operations](#i1dbe8a217acc44458ed7fed31113fb54_166)] | | | [removed: [55](#i8e565e1eb98a4cfa92212dec19d6cfe3_166)] [added: [52](#i1dbe8a217acc44458ed7fed31113fb54_166)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i8e565e1eb98a4cfa92212dec19d6cfe3_169)] [added: Income](#i1dbe8a217acc44458ed7fed31113fb54_169)] | | | [removed: [56](#i8e565e1eb98a4cfa92212dec19d6cfe3_169)] [added: [53](#i1dbe8a217acc44458ed7fed31113fb54_169)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i8e565e1eb98a4cfa92212dec19d6cfe3_172)] [added: Sheets](#i1dbe8a217acc44458ed7fed31113fb54_172)] | | | [removed: [57](#i8e565e1eb98a4cfa92212dec19d6cfe3_172)] [added: [54](#i1dbe8a217acc44458ed7fed31113fb54_172)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i8e565e1eb98a4cfa92212dec19d6cfe3_175)] [added: Flows](#i1dbe8a217acc44458ed7fed31113fb54_175)] | | | [removed: [58](#i8e565e1eb98a4cfa92212dec19d6cfe3_175)] [added: [55](#i1dbe8a217acc44458ed7fed31113fb54_175)] | | |

| | | | [removed: Consolidated] [added: [Consolidated] Statements of Stockholders’ [removed: Equity] [added: Equity](#i1dbe8a217acc44458ed7fed31113fb54_178)] | | | [removed: [59](#i8e565e1eb98a4cfa92212dec19d6cfe3_178)] [added: [56](#i1dbe8a217acc44458ed7fed31113fb54_178)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i8e565e1eb98a4cfa92212dec19d6cfe3_181)] [added: Statements](#i1dbe8a217acc44458ed7fed31113fb54_181)] | | | [removed: [60](#i8e565e1eb98a4cfa92212dec19d6cfe3_181)] [added: [57](#i1dbe8a217acc44458ed7fed31113fb54_181)] | | |

| | | | [Schedule II – Valuation and Qualifying [removed: Accounts](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] [added: Accounts](#i1dbe8a217acc44458ed7fed31113fb54_298)] | | | [removed: [91](#i8e565e1eb98a4cfa92212dec19d6cfe3_298)] [added: [89](#i1dbe8a217acc44458ed7fed31113fb54_298)] | | |

| [removed: 10.23] [added: 10.13] | | | [First Amendment to Brown-Forman Corporation Amended and Restated Non-Employee Director Deferred Stock Unit [removed: 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)] [added: Program](http://www.sec.gov/Archives/edgar/data/14693/000001469322000069/brown-formanfirstamendment.htm), [incorporated into this report by reference to Exhibit](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [10.23](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [of Brown-Forman Corporation’s Form 10-K for the fiscal year ended April 30, 202](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)[2](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)[, filed on June 1](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)[7](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)[, 202](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)[2](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm) [(File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)[*](http://www.sec.gov/Archives/edgar/data/14693/000001469322000069/brown-formanfirstamendment.htm)] | | | [added: | | |]

| 21 | | | [Subsidiaries of Brown-Forman [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex21_2022430x10kapril.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex21_2023430x10kapril.htm)] | | |

| [removed: 23.1] [added: 23] | | | [Consent of [removed: PricewaterhouseCoopers] [added: Ernst & Young] LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex231_2022430x10kapril.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex23_2023430x10kapril.htm)] | | |

| 31.1 | | | [CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex311_2022430x10kapril.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex311_2023430x10kapril.htm)] | | |

| 31.2 | | | [CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469322000069/bfb-ex312_2022430x10kapril.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex312_2023430x10kapril.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/14693/000001469322000069/bfb-ex32_2022430x10kapril.htm)] [added: filed).](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex32_2023430x10kapril.htm)] | | |

| 101 | | | The following materials from Brown-Forman Corporation's Annual Report on Form 10-K for the fiscal year ended April 30, [removed: 2022,] [added: 2023,] 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. | | |

| 3.1 | | | [Restated Certificate of Incorporation of registrant, incorporated into this report by reference to Exhibit [removed: 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] [added: 3(i) of] Brown-Forman [removed: Corporation’s](http://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm) [Form] [added: Corporation’s 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) | | | | | |

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

| 4.2 | | | [Description of Brown-Forman Corporation’s 1.200% Notes due [removed: 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] [added: 2026, incorporated into] this [removed: report](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [by] [added: report by] reference [removed: to](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [Exhibit] [added: to Exhibit] 4.2 [removed: of](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionof1200notes.htm) [Brown-Forman] [added: of Brown-Forman] Corporation’s Form [removed: 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] [added: 10-K for the 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) | | | | | |

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

| [removed: 4.7] [added: 4.10] | | | [Form of [removed: 2.25%] [added: 3.75%] Note due [removed: 2023,] [added: 2043,] incorporated into this report by reference to Exhibit [removed: 4.5] [added: 4.6] of Brown-Forman Corporation’s Form 8-K filed on December 12, [removed: 2012 (File] [added: 2012](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex46.htm) [(File] No. [removed: 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex45.htm)] [added: 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex46.htm)] | | | | | |

| [removed: 4.8] [added: 4.7] | | | [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, [removed: 2016 (File] [added: 2016](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex45.htm) [](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex45.htm)[(File] No. [removed: 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex45.htm)] [added: 002-26821)](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex45.htm)[.](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex45.htm)] | | | | | |

| [removed: 4.9] [added: 4.8] | | | [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, [removed: 2016 (File] [added: 2016](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex46.htm) [(File] No. [removed: 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex46.htm)] [added: 002-26821)](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex46.htm)[.](http://www.sec.gov/Archives/edgar/data/14693/000119312516644569/d210478dex46.htm)] | | | | | |

| [removed: 4.10] [added: 4.9] | | | [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, [removed: 2018 (File] [added: 2018](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex45.htm) [(File] No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex45.htm) | | | | | |

| 4.11 | | | [Form of [removed: 3.75%] [added: 4.00%] Note due [removed: 2043,] [added: 2038,] incorporated into this report by reference to Exhibit 4.6 of Brown-Forman Corporation’s Form 8-K filed on [removed: December 12, 2012 (File] [added: March 26, 2018](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex46.htm) [(File] No. [removed: 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex46.htm)] [added: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex46.htm)] | | | | | |

| [removed: 4.12] [added: 4.13] | | | [Form of [removed: 4.00%] [added: 4.750%] Note due [removed: 2038,] [added: 2033,] incorporated into this report by reference to Exhibit [removed: 4.6] [added: 4.5] of Brown-Forman Corporation’s Form 8-K filed on March [removed: 26, 2018] [added: 23, 2023] (File No. [removed: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex46.htm)] [added: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312523077925/d367875dex45.htm)] | | | | | |

| [removed: 4.13] [added: 4.12] | | | [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, [removed: 2015 (File] [added: 2015](http://www.sec.gov/Archives/edgar/data/14693/000119312515239509/d947872dex45.htm) [(File] No. 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312515239509/d947872dex45.htm) | | | | | |

| 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 [removed: of the 2.25% Notes due 2023, and the] [added: of](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex43.htm) [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) | | | | | |

| 10.3 | | | [Brown-Forman Corporation 2004 Omnibus Compensation Plan, as amended, incorporated into this report by reference to Exhibit A of Brown-Forman [removed: Corporation’s](http://www.sec.gov/Archives/edgar/data/14693/000095012309017562/g18929def14a.htm) [definitive](http://www.sec.gov/Archives/edgar/data/14693/000095012309017562/g18929def14a.htm) [proxy] [added: Corporation’s definitive proxy] statement filed on June 26, 2009, in connection with its 2009 Annual Meeting of Stockholders (File No. 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000095012309017562/g18929def14a.htm) | | | | | |

| 10.4 | | | [2010 Form of [removed: Employee] [added: Non-Employee Director] Stock-Settled Stock Appreciation Right Award Agreement, incorporated into this report by reference to Exhibit [removed: 10.1] [added: 10.2] of Brown-Forman Corporation’s Form 8-K filed on July 23, 2010 (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000095012310067676/g24136exv10w1.htm)] [added: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000095012310067676/g24136exv10w2.htm)] | | | | | |

| [removed: 10.5] [added: 10.9] | | | [removed: [2010 Form] [added: [Form] of [removed: Non-Employee Director] [added: Employee] Stock-Settled Stock Appreciation Right Award Agreement, incorporated into this report by reference to Exhibit [removed: 10.2] [added: 10.3] of Brown-Forman Corporation’s Form 8-K filed on July [removed: 23, 2010] [added: 26, 2013] (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000095012310067676/g24136exv10w2.htm)] [added: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex103.htm)] | | | | | |

| [removed: 10.6] [added: 10.8] | | | [removed: [2010 Form of Restricted Stock Award Agreement,] [added: [Brown-Forman Corporation 2013 Omnibus Compensation Plan,] incorporated into this report by reference to Exhibit [removed: 10.3] [added: 10.1] of Brown-Forman Corporation’s Form 8-K filed on July [removed: 23, 2010] [added: 26, 2013] (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000095012310067676/g24136exv10w3.htm)] [added: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex101.htm)] | | | | | |

| 10.7 | | | [removed: [2010 Form of Restricted] [added: [Brown-Forman Corporation Amended and Restated Non-Employee Director Deferred] Stock Unit [removed: Award Agreement,] [added: Program,] incorporated into this report by reference to Exhibit [removed: 10.4] [added: 10.2] of Brown-Forman Corporation’s Form 8-K filed on July [removed: 23, 2010] [added: 26, 2013] (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000095012310067676/g24136exv10w4.htm)] [added: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex102.htm)] | | | | | |

| [removed: 10.8] [added: 10.5] | | | [Brown-Forman Corporation Amended and Restated Supplemental Executive Retirement Plan and First Amendment thereto, incorporated into this report by reference to Exhibit 10(a) of Brown-Forman [removed: Corporation’s](http://www.sec.gov/Archives/edgar/data/14693/000001469310000057/ex10a.htm) [Form] [added: Corporation’s Form] 10-K for the year ended April 30, 2010, filed on June 25, 2010 (File No. 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000001469310000057/ex10a.htm) | | | | | |

| [removed: 10.9] [added: 10.6] | | | [Second Amendment to the Brown-Forman Corporation Amended and Restated Supplemental Executive Retirement Plan, incorporated into this report by reference to Exhibit 10(a) of Brown-Forman [removed: Corporation’s](http://www.sec.gov/Archives/edgar/data/14693/000001469311000011/ex10a.htm) [Form] [added: Corporation’s Form] 10-Q for the quarter ended January 31, 2011, filed on March 9, 2011 (File No. 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000001469311000011/ex10a.htm) | | | | | |

| 10.10 | | | [removed: [Brown-Forman Corporation Amended and Restated Non-Employee Director Deferred] [added: [Form of Employee Stock-Settled] Stock [removed: Unit Program,] [added: Appreciation Right Award Agreement,] incorporated into this report by reference to Exhibit [removed: 10.2] [added: 10.1] of Brown-Forman Corporation’s Form 8-K filed on [removed: July 26, 2013] [added: August 1, 2016] (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex102.htm)] [added: 001-00123).*](http://www.sec.gov/Archives/edgar/data/14693/000001469316000227/a20160728-formofemployeess.htm)] | | | | | |

| 10.11 | | | [removed: [Brown-Forman Corporation 2013 Omnibus Compensation Plan,] [added: [Fiscal 2021 Form of Performance-Based Restricted Stock Unit Award Agreement (Class A),] incorporated into this report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form [removed: 8-K] [added: 10-Q for the quarter ended July 31, 2020,] filed on [removed: July 26, 2013] [added: September 2, 2020] (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex101.htm)] [added: 001-00123).*](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classapbrsua.htm)] | | | | | |

| 10.12 | | | [removed: [Form] [added: [Fiscal 2021 Form] of [removed: Employee Stock-Settled] [added: Performance-Based Restricted] Stock [removed: Appreciation Right] [added: Unit] Award [removed: Agreement,] [added: Agreement (Class B),] incorporated into this report by reference to Exhibit [removed: 10.3] [added: 10.2] of Brown-Forman Corporation’s Form [removed: 8-K] [added: 10-Q for the quarter ended July 31, 2020,] filed on [removed: July 26, 2013] [added: September 2, 2020] (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex103.htm)] [added: 001-00123).*](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classbpbrsua.htm)] | | | | | |

| [removed: 10.15] [added: 10.18] | | | [removed: [Form of Employee Stock-Settled Stock Appreciation Right Award] [added: [Amendment No. 1 to Securities and Asset Purchase] Agreement, [added: dated as of January 4, 2023, by and among Brown-Forman Corporation, Destillers United Group S.L., and Destilerias Unidas Corp,] incorporated into this report by reference to Exhibit [removed: 10.1] [added: 10.3] of Brown-Forman Corporation’s Form 8-K filed on [removed: August 1, 2016] [added: January 5, 2023] (File No. [removed: 001-00123).*](http://www.sec.gov/Archives/edgar/data/14693/000001469316000227/a20160728-formofemployeess.htm)] [added: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469323000004/exh103amendmentno1tosapa.htm)] | | | | | |

| [removed: 10.20] [added: 10.16] | | | [removed: [Amended and Restated F](http://www.sec.gov/Archives/edgar/data/14693/000001469317000193/a20171110-fivexyearamended.htm)[ive-Year Credit] [added: [Credit] Agreement, dated as of [removed: November 10, 2017,] [added: January 3, 2023,] among Brown-Forman [removed: Corporation, certain borrowing subsidiaries] [added: Corporation] and certain lenders party thereto, [added: U.S. Bank National Association, as Administrative Agent, Bank of America, N.A., Citibank, N.A. and] JPMorgan Chase Bank, N.A., [removed: PNC Bank, National Association and Wells Fargo Bank, National Association,] as [removed: Co-Documentation] [added: Co-Syndication] Agents, [removed: U.S.] [added: The] Bank [removed: National Association,] [added: of Nova Scotia,] as [removed: Administrative] [added: Documentation] Agent, and U.S. Bank National Association, [removed: Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Citigroup Global Markets] [added: BofA Securities,] Inc., [added: Citibank N.A. and JPMorgan Chase Bank, N.A.,] as [removed: Co-Syndication Agents,] Joint Lead Arrangers and Joint Bookrunners, [removed: incorporated into this report by] [added: incorporated](http://www.sec.gov/Archives/edgar/data/14693/000001469323000004/exh101brown-forman364xdayd.htm) [by] reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on [removed: November 13, 2017] [added: January 5, 2023] (File No. [removed: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469317000193/a20171110-fivexyearamended.htm)] [added: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469323000004/exh101brown-forman364xdayd.htm)] | | | | | |

| [removed: 10.21] [added: 10.17] | | | [Amendment No. [removed: 1] [added: 2] to Amended and Restated Five-Year Credit Agreement, dated as of [removed: November 10, 2021,] [added: January 3, 2023,] 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 [removed: 10.1] [added: 10.2] of Brown-Forman Corporation’s Form 8-K filed on [removed: November 12, 2021.](https://www.sec.gov/Archives/edgar/data/14693/000001469321000167/edocsdm-8669998xv1xbf_novx.htm)] [added: January 5, 2023 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469323000004/exh102brown-formanamendmen.htm)] | | | | | |

| 4.18 | | | [Officers’ Certificate, dated March 23, 2023, pursuant to Sections 1.01, 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 Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee, setting forth the terms of the 4.750% Notes due 2033, incorporated into this report by reference to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on March 23, 2023 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312523077925/d367875dex44.htm) | | | | | |

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| 10.14 | | | [Brown-Forman 2022 Omnibus Compensation Plan](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm)[,](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm) [incorporated by reference to Appendix B of](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm) [Brown-Forman Corporation](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm)[’](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm)[s](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm) [Definitive Proxy Statement for the July 28, 2022 Annual Meeting of Stockholders, filed on June 24, 2022](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm) [(File No. 001-00123](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm)[).](http://www.sec.gov/Archives/edgar/data/14693/000119312522181464/d310953ddef14a.htm) | | | | | |

| 10.15 | | | [Securities and Asset Purchase Agreement among Brown-Forman Corporation, and Destillers United Group S.L., and Destilerias Unidas Corp., dated as of October 6, 2022](http://www.sec.gov/Archives/edgar/data/14693/000001469322000151/sapa-finalizedredactedex.htm)[, incorporated by reference to Exhibit 10.1 of Brown-Forman Corporation](http://www.sec.gov/Archives/edgar/data/14693/000001469322000151/sapa-finalizedredactedex.htm)[’](http://www.sec.gov/Archives/edgar/data/14693/000001469322000151/sapa-finalizedredactedex.htm)[s Form 10-Q for the quarter ended October 31, 2023, filed on December 7, 2022 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469322000151/sapa-finalizedredactedex.htm) | | | | | |

| 10.19 | | | [Second Amended and Restated Five-Year Credit Agreement, dated as of May 26, 2023, among Brown-Forman Corporation, any borrowing subsidiaries as may become a party thereto, certain lenders party thereto, and U.S. Bank National Association, as Administrative Agent, incorporated into this report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on May 30, 2023 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312523156688/d506047dex101.htm) | | | | | |

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

| 10.13 | | | [Form of Restricted Stock Unit Award Agreement, incorporated into this report by reference to Exhibit 10.4 of Brown-Forman Corporation’s Form 8-K filed on July 26, 2013 (File No. 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex104.htm) | | | | | |

| 10.14 | | | [Form of Restricted Stock Award Agreement, incorporated into this report by reference to Exhibit 10.5 of Brown-Forman Corporation’s Form 8-K filed on July 26, 2013 (File No. 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000119312513304362/d573514dex105.htm) | | | | | |

| 10.16 | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Class A), incorporated into this report by reference to Exhibit 10.2 of Brown-Forman Corporation’s Form 8-K filed on August 1, 2016 (File No. 001-00123).*](http://www.sec.gov/Archives/edgar/data/14693/000001469316000227/a20160728-formofpbrsuclassa.htm) | | | | | |

| 10.17 | | | [Form of Performance-Based Restricted Stock Unit Award Agreement (Class B), incorporated into this report by reference to Exhibit 10.3 of Brown-Forman Corporation’s Form 8-K filed on August 1, 2016 (File No. 001-00123).*](http://www.sec.gov/Archives/edgar/data/14693/000001469316000227/a20160728-formofpbrsuclassb.htm) | | | | | |

| 10.18 | | | [Fiscal 2021 Form of Performance-Based Restricted Stock Unit Award Agreement (Class A), incorporated into this report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 10-Q](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classapbrsua.htm) [for the quarter ended July 31, 2020,](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classapbrsua.htm) [filed on September 2, 2020 (File No. 001-00123).*](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classapbrsua.htm) | | | | | |

| 10.19 | | | [Fiscal 2021 Form of Performance-Based Restricted Stock Unit Award Agreement (Class B), incorporated into this report by reference to Exhibit 10.2 of Brown-Forman Corporation’s Form 10-Q](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classbpbrsua.htm) [for the quarter ended July 31, 2020,](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classbpbrsua.htm) [filed on September 2, 2020 (File No. 001-00123).*](https://www.sec.gov/Archives/edgar/data/14693/000001469320000137/formof2020classbpbrsua.htm) | | | | | |

| 10.22 | | | [Letter Agreement between Brown-Forman Corporation and Jane C. Morreau dated May 4, 2021, incorporated into this report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on May 10, 2021 (File No. 001-00123).*](https://www.sec.gov/Archives/edgar/data/0000014693/000001469321000051/a20210504-jmagreementxfinal.htm) | | | | | |

| 16.1 | | | [Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated February 25, 2020, incorporated into this report by reference to Exhibit 16.1 of Brown-Forman Corporation’s Form 8-K filed on February 25, 2020 (File No. 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000001469320000014/pwcletter.htm) | | | | | |

| 16.2 | | | [Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated June 24, 2020, incorporated into this report by reference to Exhibit 16.1 of Brown-Forman Corporation’s Form 8-K/A filed on June 24, 2020 (File No. 001-00123).](https://www.sec.gov/Archives/edgar/data/0000014693/000001469320000076/junepwcletter.htm) | | | | | |

Date: June [removed: 17, 2022][added: 16, 2023]

| [removed: /s/] Campbell P. Brown | | | | | | | | |

| [added: /s/ Campbell P. Brown] | | | [added: | | |] Director, Chair of the Board | | | [removed: | | |]

| [removed: /s/] Lawson E. Whiting | | | | | | [added: (Principal Executive Officer)] | | |

| [added: /s/ Lawson E. Whiting] | | | [added: | | |] Director, President and Chief Executive Officer of the Company [removed: (Principal Executive Officer)] | | | [removed: | | |]

| [removed: /s/] Stuart R. Brown | | | | | | | | |

| [removed: By: | | |] [added: /s/] Stuart R. Brown | | | | | | [added: Director | | |]

| [removed: /s/] John D. Cook | | | | | | | | |

| [removed: By: | | |] [added: /s/] John D. Cook | | | | | | [added: Director | | |]

| [removed: /s/] Marshall B. Farrer | | | | | | | | |

| [removed: By: | | |] [added: /s/] Marshall B. Farrer | | | | | | [added: Director | | |]

| [removed: /s/] Augusta Brown Holland | | | | | | | | |

| [removed: By: | | |] [added: /s/] Augusta Brown Holland | | | | | | [added: Director | | |]

| [removed: /s/] Michael J. Roney | | | | | | | | |

| [removed: By: | | |] [added: /s/] Michael J. Roney | | | | | | [added: Director | | |]

| [removed: /s/] Jan E. Singer | | | | | | | | |

| [removed: By: | | |] [added: /s/] Jan E. Singer | | | | | | [added: Director | | |]

| [removed: /s/] Tracy L. Skeans | | | | | | | | |

| [removed: By: | | |] [added: /s/] Tracy L. Skeans | | | | | | [added: Director | | |]

| [removed: /s/] Michael A. Todman | | | | | | | | |

| [removed: By: | | |] [added: /s/] Michael A. Todman | | | | | | [added: Director | | |]

| [removed: /s/] Leanne D. Cunningham | | | | | | [added: (Principal Financial Officer)] | | |