Brown-Forman (BF-B) 10-K risk factor changes: FY2024 vs FY2023

The Jack Daniel's family of brands is the primary driver of our revenue and [removed: growth.][added: Jack Daniel's is an iconic global trademark with a loyal consumer fan base.]

[removed: Jack Daniel's is an iconic global trademark with a loyal consumer fan base, and we] [added: We] invest much effort and many resources to protect and preserve the brand's reputation for authenticity, craftsmanship, and quality.

Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Fiscal [removed: 2023] [added: 2024] Brand Highlights.”

We own and operate distribution companies for [removed: 14] [added: 16] international markets.

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

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

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 has created and could continue [removed: in the future] to create a more challenging competitive landscape for our products.

Consumer preferences and purchases may shift, often in unpredictable ways, 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 [removed: within] [added: in] the [removed: United States, Canada, or elsewhere;] [added: markets where we operate;] and changes in trends related to travel, leisure, dining, gifting, entertaining, and beverage [removed: consumption trends.][added: consumption.]

[added: 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.

Further, because whiskeys, [removed: rums] [added: 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.

Our tequila supply also depends on the growth cycle of agave plants, which take approximately [added: six to] 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 plant or otherwise source.

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

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

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

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

[removed: Similar new] [added: However, similar] supply chain challenges may occur in the future, making it difficult and more expensive to produce and deliver our products.

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

Higher costs or insufficient availability of suitable grain, agave, water, [removed: grapes, molasses (for rum production),] [added: molasses,] 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 factors, including driver or equipment shortages, higher fuel costs, weather conditions, traffic congestion, [added: ocean freight lane disruptions,] shipment container availability, rail [removed: shut down,] [added: shutdowns,] increased government regulation, and other matters that could reduce the profitability of our operations.

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

While we do not currently expect our production operations to be directly impacted by [added: conflicts around] the [removed: conflict,] [added: world,] changes in global grain and commodity pricing and availability may impact the markets [removed: in which] [added: where] we operate.

Weather, [removed: the effects of] [added: acute or chronic] climate [removed: change,] [added: change impacts,] fires, diseases, and other agricultural uncertainties that affect the 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.

[removed: Climate change] [added: Increasing average temperatures] could also affect the maturation and yield of our aged inventory over time.

Water is an essential component of our products, so the quality and quantity of available water is [removed: important] [added: critical] to our ability to operate our business.

If extended droughts become more common or severe, or if our water supply [removed: were] [added: is] interrupted for other reasons, high-quality water could become scarce in some key production regions for our products,which in turn could adversely affect our business and financial results.

We [added: have in the past, and] could [added: in the future,] incur [removed: future] restructuring charges or record impairment losses on the value of goodwill or other intangible assets resulting from previous acquisitions, [added: or the risk of potential losses on equity investments] which may also negatively affect our financial results.

We could also encounter difficulty in finding buyers on acceptable terms in a timely manner, which could delay [removed: our] accomplishment of [added: our] strategic objectives.

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

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

Any future epidemic, pandemic, or other outbreak could cause negative [removed: impacts,] [added: impacts] such as (a) a global or U.S. recession or other economic crisis; (b) credit and capital markets volatility (and access to these markets, including by our suppliers and customers); (c) volatility in demand for our products; (d) changes in accessibility to our products due to illness, quarantines, “stay at home” orders, travel restrictions, retail, restaurant, bar, and hotel closures, social distancing requirements, and other government action; (e) changes in consumer behavior and preferences; and (f) disruptions in raw material supply, [added: in] our manufacturing operations, or in our distribution and supply chain.

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

For example, since 2021, the United States and [added: the] European Union have experienced a rapid increase in inflation levels.

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

If our [removed: ESG] positions or practices do not meet investor or other stakeholder expectations and standards, which continue to evolve, our corporate reputation, stock price, ability to attract and retain high-quality talent, and the performance of our brands and business may be negatively affected.

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

In response to these U.S. tariffs, a number of countries imposed retaliatory tariffs on U.S. imports, including on American whiskey products, which negatively affected our business until they were removed [added: or suspended] in late fiscal 2022 and early fiscal 2023.

The imposition of tariffs, custom duties, or other restrictions or barriers on imports and exports, or the deterioration of economic relations between the United States and other [removed: countries] [added: countries,] could increase the cost of our products and, to the extent that we absorb the costs of tariffs, result in higher cost of goods sold and lower gross profit and margins.

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

In many markets outside the United States, we sell our products and pay for some goods, [removed: services, and labor costs primarily in local currencies.]

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

to produce, constrained supply of some of our products, and adversely affected our financial results.

Our glass supply, as well as global supply chains, have stabilized.

positions and practices of companies.

services, and labor costs primarily in local currencies.

In December 2021, the OECD issued Pillar Two model rules which would establish a global per-country minimum tax of 15%, and the European Union has approved a directive requiring member states to incorporate similar provisions into their respective domestic laws.

The directive requires the rules to initially become effective for fiscal years starting on or after December 31, 2023.

While it is uncertain whether the United States will enact legislation to adopt Pillar Two, numerous countries have enacted legislation, or have indicated their intent to adopt legislation, to implement certain aspects of Pillar Two effective January 1, 2024, with general implementation of the remaining global minimum tax rules by January 1, 2025.

The OECD and implementing countries are expected to continue to revise their legislation and release additional guidance.

As governmental entities look for increased sources of

In fiscal 2024, we have observed excise tax increases in markets that include France, Portugal, Romania and Türkiye.

Additionally in fiscal 2024, Australia has continued to make an annual increase in excise taxes based on the consumer price index.

Because litigation and other legal proceedings

We rely on information technology (IT) systems to manage our business operations.

As a result, we may experience material disruptions or suffer material adverse effects in the future from cyberattacks or other hacking activities.

Furthermore, our increasingly mobile, hybrid, and global workforce further increases our attack surface.

common stock to every holder of our voting common stock.

Furthermore, e-commerce distribution grew dramatically during the COVID-19 pandemic and is likely to continue growing in the future.

To continue to succeed, we must anticipate or

Without sufficient quantities of one or more

While our glass supply has stabilized and we continue to see improvements in supply chain logistics and transportation, our route-to-market costs and lead times continue to be impacted.

We project that some logistics and transport constraints may persist through the remainder of calendar 2023.

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

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

We suspended our operations in Russia, and it is not clear if, or when, we will resume doing business in Russia.

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

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.

In fiscal 2023, we have observed excise tax increases in Türkiye and Romania, and annual increases in France and Australia tied to the consumer price index.

Additionally, during fiscal 2023, Australia is considering proposals to change the country’s overall beverage alcohol tax policies.

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

We rely on information technology (IT) systems, networks, and services, including internet sites, data hosting and processing facilities and tools, hardware (including laptops and mobile devices), software, and technical applications and platforms, some of which are managed, hosted, provided, or used by third parties or their vendors, to help us manage our business.

The various uses of these IT systems, networks, and services include: hosting our internal network and communication systems; ordering and managing materials from suppliers; billing and collecting cash from our customers; supply/demand planning; inventory planning; production; shipping products to customers; paying our employees; hosting corporate strategic plans and employee data; hosting our branded websites and marketing products to consumers; collecting and storing data on suppliers, customers, consumers, stockholders, employees, former employees, and beneficiaries of employees or former employees; processing transactions; summarizing and reporting results of operations; hosting, processing, and sharing confidential and proprietary research, business plans, and financial reporting and information; complying with regulatory, legal, or tax requirements; providing data security; and handling other processes necessary to manage our business.

As a result of the COVID-19 pandemic, a greater number of our employees are working remotely and accessing our technology infrastructure remotely, which further increases our attack surface.

In addition, such IT disruptions could result in unauthorized disclosure of material confidential information, resulting in financial and reputational damage because of lost or misappropriated confidential information belonging to us or to our partners, customers, consumers, employees, or former employees and their beneficiaries, stockholders, suppliers, or others.

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

Those expenditures could include repairing or replacing networks and IT systems, which could require a significant amount of time and financial investment; responding to claims from employees, former employees, stockholders, suppliers, customers, consumers, or others; handling related litigation or governmental inquiries; or paying significant fines to regulatory agencies.

Furthermore, a cyber breach at any one of our suppliers, customers, or other direct or

indirect business partners could have similar impacts.

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

These laws change frequently, and new legislation in this area may be enacted at any time.

These types of laws and regulations subject us to, among other things, additional costs and expenses and may require costly changes to our business practices and security systems, policies, procedures, and practices.

| Presentation basis | | | [removed: [28](#i1dbe8a217acc44458ed7fed31113fb54_94)] [added: [29](#i32b1ad656a354d3597ab9b613b3ae3b8_97)] | | |

| Liquidity and capital resources | | | [removed: [42](#i1dbe8a217acc44458ed7fed31113fb54_121)] [added: [44](#i32b1ad656a354d3597ab9b613b3ae3b8_127)] | | |

| Critical accounting policies and estimates | | | [removed: [44](#i1dbe8a217acc44458ed7fed31113fb54_142)] [added: [47](#i32b1ad656a354d3597ab9b613b3ae3b8_148)] | | |

To calculate these measures, we adjust, as applicable, for (1) acquisitions and divestitures, (2) [removed: foreign exchange, and (3)] impairment [removed: charges.][added: charges, (3) other items, and (4) foreign exchange.]

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

[removed: Also, during] [added: 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).

See [removed: Note 12] [added: Notes 13 and 14] to the Consolidated Financial Statements for more information.

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

During the [removed: fourth] [added: third] quarter of fiscal [removed: 2022,] [added: 2023,] we recognized a non-cash impairment charge of [removed: $52] [added: $96] million for [removed: our] [added: the] Finlandia brand name.

During the [removed: third] [added: fourth] quarter of fiscal [removed: 2023,] [added: 2024,] we recognized [removed: an additional] [added: a] non-cash impairment charge of [removed: $96] [added: $7] million for [removed: the Finlandia] [added: an immaterial discontinued] brand name.

See [removed: “Critical Accounting Policies and Estimates” below] [added: Notes 13] and [removed: Note] 14 to the Consolidated Financial Statements for more 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: 2023] [added: 2024] 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: by improving] [added: and] comparability [removed: across] [added: between] periods.

Return on average invested capital computed using the new methodology does not materially differ from the [removed: total] [added: result] computed using the previous methodology for fiscal 2023.

In “Results of Operations - Fiscal [removed: 2023] [added: 2024] Market Highlights,” we provide supplemental information for our top markets ranked by percentage of reported net sales.

Our top developed international markets were Germany, Australia, the United Kingdom, France, Canada, and [removed: Japan.][added: Spain.]

In “Results of Operations - Fiscal [removed: 2023] [added: 2024] Brand Highlights,” we provide supplemental information for our top brands ranked by percentage of reported net sales.

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

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

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

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

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

*•“Wine”* includes Korbel California Champagnes and Sonoma-Cutrer [removed: wines.][added: wines (which was divested on April 30, 2024).]

- *“Rest of Portfolio”* includes [added: Diplomático,] Chambord, Gin Mare, Korbel Brandy, [removed: Diplomático,] and Fords Gin.

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

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 [added: and wholesalers.]

[removed: Below] [added: Below,] we discuss the significant developments in our business during fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2023.][added: 2024.]

These developments relate to [added: acquisitions and divestitures,] Finlandia brand name [removed: impairments,] [added: impairment,] tariffs, [removed: acquisitions, Russia’s invasion of Ukraine,] supply chain disruptions, innovation, and capital deployment.

[removed: We estimate] [added: For fiscal 2023, we estimated] 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.

During the third quarter of fiscal 2023, we acquired the Gin Mare brand and the Diplomático brand and related [removed: assets.][added: assets for a combined purchase price of $1.2 billion.]

The negative effect on [added: fiscal 2023] 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).

[removed: Our glass supply position improved, while] [added: Supply chain disruptions negatively impacted our business during fiscal 2023 due to] global logistics and transportation challenges [added: that] constrained product movement and increased transportation costs.

*◦*In fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2023,] [added: 2024,] we continued the international launch of Jack Daniel’s Tennessee Apple, expanding to certain developed international and emerging markets.

◦In fiscal [removed: 2022,] [added: 2024,] we launched Jack Daniel’s [removed: 10 Year Old] [added: Bonded Rye and Jack Daniel’s Single Barrel Rye Barrel Proof] in the United States.

We discuss the impact of [removed: this] [added: the continued] product launch on our fiscal [removed: 2023] [added: 2024] results where relevant below.

We have focused our capital deployment initiatives on (a) [removed: fully] investing [added: fully] in our existing business, (b) [removed: continued execution of] [added: continuing] our acquisitions and divestitures strategy, and (c) returning cash to our [removed: stockholders through regular and special dividends.][added: stockholders.]

During fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2023,] [added: 2024,] our capital expenditures totaled [removed: $321] [added: $411] million and focused on enabling the growth of our premium [removed: whiskey] [added: whiskey, tequila,] and [removed: tequila] [added: rum] brands:

We expect to complete this project in fiscal [removed: 2024.][added: 2026.]

We also built an additional barrel warehouse at our [removed: GlenDronach] [added: The Glendronach] distillery during fiscal 2023 [added: and two additional barrel warehouses at our Glenglassaugh distillery during fiscal 2024] to support the continued growth of [removed: GlenDronach.][added: those brands.]

We also built [removed: three] [added: four] additional barrel warehouses at our Jack Daniel’s distillery during fiscal [removed: 2022] [added: 2023] and fiscal [removed: 2023] [added: 2024] to support the continued growth of JDTW.

| Significant developments | | | [34](#i32b1ad656a354d3597ab9b613b3ae3b8_103) | | |

| Executive summary | | | [36](#i32b1ad656a354d3597ab9b613b3ae3b8_109) | | |

| Results of operations | | | [38](#i32b1ad656a354d3597ab9b613b3ae3b8_115) | | |

This adjustment removes (a) the transaction, transition, and integration costs related to the acquisition, (b) operating activity for the non-comparable periods, which is activity in the first and second quarters of fiscal 2024, and (c) fair value adjustments to Gin Mare’s earn-out contingent consideration liability that is payable in cash no earlier than July 2024 and no later than July 2027.

This adjustment removes (a) the transaction, transition, and integration costs related to the acquisition, and (b) operating activity for the non-comparable periods, which is primarily activity in the first three quarters of fiscal 2024.

During the third quarter of fiscal 2024, we sold the Finlandia vodka business, which resulted in a pre-tax gain of $92 million, and entered into a related transition services agreement (TSA) for this business.

This adjustment removes the (a) transaction costs related to the divestiture, (b) the gain on sale of the Finlandia vodka business, (c) operating activity for the

non-comparable period, which is activity in the third and fourth quarters of fiscal 2023, and (d) net sales, cost of sales, and operating expenses recognized pursuant to the TSA related to distribution services in certain markets.

During the fourth quarter of fiscal 2024, we sold the Sonoma-Cutrer wine business in exchange for an ownership percentage of 21.4% in The Duckhorn Portfolio Inc. (Duckhorn) along with $50 million cash and entered into a related TSA for this business.

This transaction resulted in a pre-tax gain of $175 million.

This adjustment removes the transaction costs related to the divestiture and the gain on sale of the Sonoma-Cutrer wine business.

During the second quarter of fiscal 2024, we recognized a gain of $7 million on the sale of certain fixed assets.

This adjustment removes the gain from our other expense (income), net and operating income.

- *“Other Items.”* Other Items include the additional items outlined below.

“*Foundation*.” During the fourth quarter of fiscal 2024, we committed $23 million to the Brown-Forman Foundation and Dendrifund (the Foundation and Dendrifund) to support the communities where our employees live and work.

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

*“Jack Daniel’s Country Cocktails business model change (JDCC).”* In fiscal 2021, we entered into a partnership with the Pabst Brewing Company for the supply, sales, and distribution of Jack Daniel's Country Cocktails in the United States while Brown-Forman continued to produce certain products.

During fiscal 2024, this production fully transitioned to Pabst Brewing Company for the Jack Daniel’s Country Cocktails products.

This adjustment removes the non-comparable operating activity related to the sales of Brown-Forman-produced Jack Daniel’s Country Cocktails products during the fourth quarter of fiscal 2023 and fiscal 2024.

- “*Spain”* includes Spain and certain other surrounding territories.

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

See Note 14 to the Condensed Consolidated Financial Statements for details.

*•“Vodka”* includes Finlandia, which was divested on November 1, 2023.

See Note 14 to the Condensed Consolidated Financial Statements for details.

In fiscal 2023, these brands positively contributed to our reported net sales growth and negatively impacted our reported operating income growth.

In fiscal 2024, these brands positively contributed to our reported net sales growth and reported operating income.

During the third quarter of fiscal 2024, we sold the Finlandia vodka business for $196 million cash and entered into a related TSA for this business.

This transaction resulted in a pre-tax gain of $92 million.

The TSA negatively impacted our reported gross margin during fiscal 2024.

During the fourth quarter of fiscal 2024, we sold the Sonoma-Cutrer wine business in exchange for an ownership percentage of 21.4% in Duckhorn along with $50 million cash and entered into a related TSA for this business.

This transaction resulted in a pre-tax gain of $175 million.

Finlandia Impairment

◦In fiscal 2024, we launched Jack Daniel’s American Single Malt in Travel Retail.

◦In fiscal 2024, we introduced the Glenglassaugh old and rare cask program.

We completed this project in fiscal 2024.

We also built two additional barrel warehouses at our Woodford Reserve distillery during fiscal 2024 to support the continued growth of Woodford Reserve.

◦During fiscal 2024, we built an additional barrel warehouse in Panamá to support the continued growth of Diplomático rum.

During fiscal 2024, we sold the Finlandia vodka business and Sonoma-Cutrer wine business.

◦From a brand perspective, the decline in reported net sales was driven by JDTW, partially offset by growth from our recently acquired brands, Diplomático and Gin Mare.

◦From a geographic perspective, the decline in reported net sales was driven by the United States and Japan, partially offset by growth in Mexico and Germany.

| Significant developments | | | [32](#i1dbe8a217acc44458ed7fed31113fb54_100) | | |

| Executive summary | | | [34](#i1dbe8a217acc44458ed7fed31113fb54_106) | | |

| Results of operations | | | [36](#i1dbe8a217acc44458ed7fed31113fb54_109) | | |

During fiscal 2021, we sold our Early Times, Canadian Mist, and Collingwood brands and related assets, and entered into a related transition services agreement (TSA) for these brands.

This adjustment removes (a) the net sales and operating expenses recognized pursuant to the TSA related to the divestiture of Early Times, Canadian Mist, and Collingwood brands and related assets for the non-comparable period, which is activity during the first quarter of fiscal 2022; (b) transaction, transition, and integration costs related to the acquisitions; (c) operating activity for Gin Mare for the non-comparable period, which is activity in the third and fourth quarters of fiscal 2023; and (d) operating activity for Diplomático for the non-comparable period, which is activity in the third and fourth quarters of fiscal 2023.

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

- *“Vodka”* includes Finlandia.

and wholesalers.

Finlandia Impairments

During the fourth quarter of fiscal 2022, we recognized a non-cash impairment charge of $52 million for the Finlandia brand name, reflecting a decline in our long-term outlook for Finlandia due to our suspension of operations in Russia, a key market for the brand.

Acquisitions

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.

Russia’s Invasion of Ukraine

Due to Russia’s invasion of Ukraine in February 2022, reported net sales were negatively affected by the suspension of our commercial operations in Russia and our diminished ability to conduct business in Ukraine.

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

Organic net sales increased 10% compared to fiscal 2022.

◦From a brand perspective, reported net sales growth was driven by premium bourbons, Ready-to-Drinks, our tequilas, and JDTW.

◦From a geographic perspective, emerging markets, the United States, developed international markets, and the Travel Retail channel all contributed significantly to reported net sales growth.

Organic operating income increased 8% compared to fiscal 2022.

- We delivered diluted earnings per share of $1.63, a decrease of 7% compared to fiscal 2022, due to the decrease in reported operating income, partially offset by the benefit of a lower effective tax rate.

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

| SG&A | | | | | | | | | $ | 690 | | | | | $ | 742 | | | | | | | | | | | | | | | | | 8 | | % | | | | | | | | | | 9 | | % |

| *Japan* | | | | | | 1 | | % | | | | 28 | | % | — | | % | | | | 18 | | % | | | | | | | 45 | | % |

The United States, our most important market, grew reported net sales 3% driven by (a) higher volumes of Woodford Reserve, partially reflecting an estimated net increase in distributor inventories; (b) higher prices across our portfolio, led by the Jack Daniel’s family of brands; and (c) growth of JD RTDs, fueled by the launch of the Jack Daniel’s & Coca-Cola RTD.

This growth was partially offset by lower volumes of JDTW and Korbel California Champagne, largely driven by an estimated net decrease in distributor inventories.

- Germany’s reported net sales increased 5% driven by (a) volumetric gains of JDTW and JD RTDs, and (b) Diplomático and Gin Mare, which were both acquired during the third quarter of fiscal 2023, partially offset by the negative effect of foreign exchange.

*•*The United Kingdom’s reported net sales declined 5% due to the negative effect of foreign exchange, partially offset by higher prices of JDTW.

*•*Canada’s reported net sales increased 22%, led by higher JDTW volumes, partially due to an estimated net increase in distributor inventories.

*•*Japan’s reported net sales increased 28%, fueled by volumetric growth of JDTW, partially reflecting an estimated net increase in distributor inventories.

*•*Reported net sales in the Rest of Developed International increased 21%, primarily driven by (a) JDTW gains, led by Belgium, Spain, and Italy, and (b) Gin Mare and Diplomático, which were both acquired during the third quarter of fiscal 2023; partially offset by the negative effect of foreign exchange.

*•*Poland’s reported net sales declined 1% due to the negative effect of foreign exchange, partially offset by growth across our portfolio led by JDTW.

- Brazil’s reported net sales increased 45%, driven by growth of JDTW, JDTH, and JDTA.

Travel Retail reported net sales increased 41%, driven primarily by higher volumes across much of our portfolio, led by JDTW, as travel continued to rebound from the COVID-19-related travel restrictions.

Non-branded and bulk reported net sales increased 44%, driven by higher prices for used barrels.

- JDTW generates a significant percentage of our total net sales and is our top priority.

Reported net sales increased 3%, driven by (a) higher volumes in developed international markets and emerging markets, partially reflecting an estimated net increase in distributor inventories; and (b) higher prices.

- Reported net sales for Gentleman Jack increased 10%, led by growth in emerging markets, partially offset by the negative effect of foreign exchange.

*•*Reported net sales for JDTA declined 7%, largely reflecting a net decrease in distributor inventory along with the negative effect of foreign exchange, partially offset by higher prices.

- The JD RTD/RTP brands reported net sales grew 11%, driven by growth in the United States, Germany, and Australia, partially offset by the negative effect of foreign exchange.

The United States growth was fueled by the launch of the Jack Daniel’s & Coca-Cola RTD.

We had outstanding currency derivatives with notional amounts totaling [removed: $801] [added: $747] million and [removed: $747] [added: $566] million at April 30, [removed: 2022] [added: 2023] and [removed: 2023,] [added: 2024,] respectively.

We estimate that a hypothetical 10% weakening of the dollar compared to exchange rates of hedged currencies as of April 30, [removed: 2023,] [added: 2024,] would decrease the fair value of our then-existing foreign currency derivative contracts by approximately [removed: $52] [added: $45] million.

We manage [removed: certain] [added: some of these] exposures through forward purchase contracts.

As of April 30, [removed: 2023,] [added: 2024,] our cash and cash equivalents [removed: ($374] [added: ($446] million) and short-term commercial paper borrowings [removed: ($235] [added: ($429] million) were exposed to interest rate changes.

See Notes [removed: 13] [added: 15] and [removed: 14] [added: 16] to the Consolidated Financial Statements for details on our foreign currency exchange rate risk.

We employ approximately [removed: 5,600] [added: 5,700] people (excluding individuals who work on a part-time or temporary basis) on six continents, including approximately [removed: 2,700] [added: 2,600] people in the United States (approximately [removed: 14%] [added: 13%] of whom are represented by a union) and [removed: 1,200] [added: 1,100] 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 world.1 Jack Daniel’s Tennessee Whiskey was recently named the most valuable spirits brand in the world in the [removed: 2022] [added: 2023] Interbrand “Best Global Brands” rankings, and the newly released [removed: Jack Daniel's Bonded Tennessee Whiskey] [added: Glenglassaugh Sandend] was named the [removed: "2022] [added: “2023] Whisky of the [removed: Year"] [added: 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: ten] [added: eleven] and [removed: five] [added: six] consecutive years on the list, respectively, as were Jack Daniel's RTDs.

| Jack Daniel's Tennessee Honey | | | | | | Herradura [removed: Tequilas6] [added: Tequilas9] | | |

| Gentleman Jack Rare Tennessee Whiskey | | | | | | Korbel California [removed: Champagnes7] [added: Champagnes6] | | |

| Jack Daniel's Tennessee [removed: Fire] [added: Apple] | | | | | | Korbel California [removed: Brandy7] [added: Brandy6] | | |

| Jack Daniel's [removed: Single Barrel Collection4] [added: Tennessee Fire] | | | | | | Sonoma-Cutrer California [removed: Wines] [added: Wines7] | | |

| Jack Daniel's [removed: Bonded Tennessee Whiskey] [added: Single Barrel Collection4] | | | | | | Old Forester Whiskey Row Series | | |

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

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

| Jack [removed: Daniel’s Winter Jack] [added: Daniel's Tennessee Rye] | | | | | | [removed: GlenDronach] [added: The Glendronach] Single Malt Scotch [removed: Whiskies8] [added: Whiskies9] | | |

| Jack Daniel's Triple Mash Blended Straight Whiskey | | | | | | Glenglassaugh Single Malt Scotch [removed: Whiskies10] [added: Whiskies9] | | |

| Jack [removed: Daniel's No. 27 Gold Tennessee Whiskey] [added: Daniel’s 12 Year Old] | | | | | | Chambord Liqueur | | |

| Jack Daniel’s 10 Year Old | | | | | | Gin [removed: Mare] [added: Mare9] | | |

| Woodford Reserve Kentucky Bourbon | | | | | | [removed: Diplomático Rums11] [added: Fords Gin] | | |

| Woodford Reserve Double Oaked | | | | | | [removed: Fords Gin] [added: Slane Irish Whiskey] | | |

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

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

| 2Impact Databank, March [removed: 2023.] [added: 2024.] | | | | | |

| 3Jack Daniel's RTD includes Jack Daniel's & Cola, Jack [added: Daniel’s & Coca-Cola RTD, Jack] Daniel's Country Cocktails, Jack Daniel's Double Jack, [removed: 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 [removed: Rye, Jack Daniel's Single] [added: Rye] Barrel [removed: 100] Proof, and other Jack Daniel’s Single Barrel special-release expressions. | | | | | |

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

Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal [removed: 2023] [added: 2024] Brand Highlights” for brand performance details.

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

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

We sell our products in over 170 [removed: countries around the world.][added: countries.]

The United States, our most important market, accounted for [removed: 47%] [added: 45%] of our net sales in fiscal [removed: 2023] [added: 2024] and the other [removed: 53%] [added: 55%] were outside of the United States.

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

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

| | | | | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | | | |

| United States | | | | | | | | | [removed: 50] [added: 49] | | % | [removed: 49] [added: 47] | | % | [removed: 47] [added: 45] | | % |

| Mexico | | | | | | | | | [removed: 4] [added: 5] | | % | [removed: 5] [added: 6] | | % | [removed: 6] [added: 7] | | % |

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

| United Kingdom | | | | | | | | | 6 | | % | [removed: 6] [added: 5] | | % | [removed: 5] [added: 4] | | % |

| Other | | | | | | | | | 28 | | % | [removed: 28] [added: 31] | | % | [removed: 31] [added: 32] | | % |

Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Fiscal [removed: 2023] [added: 2024] Market Highlights.” For details about our reportable segment and for additional geographic information about net sales and long-lived assets, see Note [removed: 17] [added: 19] to the Consolidated Financial Statements in “Item 8.

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

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

In fiscal [removed: 2023,] [added: 2024,] our two largest customers accounted for approximately [removed: 14%] [added: 13%] and [removed: 12%] [added: 11%] of consolidated net sales, respectively.

No other customer accounted for 10% or more of our consolidated net sales in fiscal [removed: 2023.][added: 2024.]

| Jack Daniel’s Winter Jack | | | | | | Finlandia Vodkas8 | | |

| Jack Daniel's American Single Malt | | | | | | Diplomático Rums9 | | |

| Woodford Reserve Baccarat Edition | | | | | | | | |

| 1IWSR 2023 Data. | | | | | |

| 7Sonoma-Cutrer California Wines was divested on April 30, 2024. | | | | | |

| 8Finlandia Vodka was divested on November 1, 2023. | | | | | |

| 9Comprises all expressions of this brand. | | | | | |

| | | | | | |

| 1Sonoma-Cutrer California Wines was divested on April 30, 2024. | | | | | |

We call these efforts Living a Spirit of Commitment.

Our RTD portfolio continues to evolve globally.

In fiscal 2024, we established our owned-distribution organizations in Japan and Slovakia; and announced plans to distribute our own brands in Italy, effective May 1, 2025.

We believe ERGs are instrumental in enriching our company's culture and our employees experience by:

- supporting development and engagement of our diverse workforce;

- driving cultural awareness and competency across the organization;

- enabling authentic engagement with our consumers; and

The project is expected to become operational in fiscal 2025.

- *Sustainable Agriculture:* In June 2023, our Woodford Reserve Distillery announced a five-year commitment to purchase the rye grown by Kentucky farmers as part of the Rye in Kentucky research being led by the University of Kentucky.

In fiscal 2024, we met our target to engage with 100% of our direct farmers on regenerative agriculture practices, and will continue engaging with direct farmers in fiscal 2025.

In December 2023, the Tennessee Forestry Association, supported by Jack Daniel’s, announced that it received a grant from the National Fish and Wildlife Federation to engage with family forest landowners on sustainable management practices to improve Tennessee’s shortleaf pine and white oak forests.

largest investment in its history.

We remain focused on ensuring our workforce mirrors the consumers and communities we serve.

We regularly monitor our progress with women in senior leadership globally, and people of color and LGBTQ+ salaried employees in the United States.

To support our culture of inclusion, we have continued to build awareness of the foundations of inclusive leadership and inclusive behaviors.

We also have ten ERGs that help foster an inclusive environment across the organization.

| Michael E. Carr, Jr. | | | 44 | | | Executive Vice President, General Counsel and Secretary since May 2024. Vice President, Associate General Counsel - Regional and Corporate Development from October 2022 to April 2024. Vice President, Associate General Counsel - Europe from May 2018 to October 2022. Vice President, Managing Attorney and Assistant Corporate Secretary from September 2013 to May 2018. | | |

| Yiannis Pafilis | | | 53 | | | Executive Vice President and President, Europe since March 2024. Senior Vice President, Managing Director of Germany, Czechia, Poland and Europe Commercial Strategy from September 2023 to February 2024. Vice President, Managing Director of Germany, Czechia, Poland and Europe Strategy from October 2022 to August 2023. Vice President, Managing Director of Germany, Czechia and Europe Commercial Strategy from August 2020 to September 2022. Vice President, General Manager of Germany and Czechia from September 2017 to July 2020. General Manager of Russia from July 2014 to August 2017. | | |

Taking into account ownership of shares of our non-voting stock, the Brown family also controls more than 50% of the economic ownership in Brown-Forman.

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 Tennessee Apple | | | | | | Finlandia Vodkas | | |

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

| Woodford Reserve Kentucky Straight Malt Whiskey | | | | | | Part Time Rangers RTDs | | |

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

| 6Herradura Tequilas comprise all expressions of Herradura. | | | | | |

| 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. | | | | | |

Fiscal 2023 was another year of growth for our ready-to-drink (RTD) portfolio.

Jack Daniel's RTDs are now more than 14 million nine-liter cases globally.

In Mexico, our el Jimador tequila-based RTD, New Mix, grew to nearly 10 million nine-liter cases.

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

In the summer of 2019, we unveiled Many Spirits, One Brown-Forman: Gender and Race Edition, our 2030 Diversity & Inclusion Strategy aimed at creating a foundation for building a more diverse workforce and inclusive culture.

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 believe these actions will help us continue to build an inclusive culture at Brown-Forman.

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.

We believe ERGs are instrumental in enriching our company's culture, and our employees experience this by supporting development and engagement of our diverse workforce, driving cultural awareness and competency across the organization, and enabling authentic engagement with our consumers.

The project broke ground in fiscal 2023.

*•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.

We believe we are well positioned to deliver exceptional, high-quality products to our consumers around the world.

We have a highly capable and engaged workforce.

We have developed brand-building capabilities by equipping our teams with the training and tools necessary for an increasingly data-driven digital global marketplace.

Among other trends, the expansion of the digital economy accelerated significantly as consumers, businesses, and communities adapted to the challenges brought on by the COVID-19 pandemic.

To continue our success in how we market and sell our brands, we announced in fiscal 2021 an investment in a new Integrated Marketing Communications organization that we believe is further enhancing our ability to win in the digital economy.

We provide charitable donations and our employees volunteer throughout our communities, including approximately 120 serving on 200 nonprofit boards in the United States.

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

This year, we continued to increase the number of women in senior leadership globally and people of color in the United States through both internal promotions and external hiring.

We have also added an ambition to increase the number of LGBTQ+ salaried employees in the United States to 6% by 2030.

To support our culture of inclusion, all business leaders participated in our six-month Inclusive Leadership Program.

This group completed the program at the end of the calendar year, and we have recently begun cascading it down to our front-line managers.

We must remain focused on winning the war for talent in a marketplace where opportunities abound and highly skilled knowledge workers can work from anywhere.

We have analyzed our data quarterly by gender, ethnicity, function, location, age, management level, etc. in addition to qualitative exit interview data.

Turnover related to retirements increased in fiscal 2023, which we believe was related to the impact of interest rate movement on some of our defined benefit pension plans.

Excluding retirements, our

| Matthew E. Hamel | | | 63 | | | Executive Vice President and General Counsel since 2021. Executive Vice President, General Counsel and Secretary from 2007 to 2021. | | |

For the fiscal year ended April 30, [removed: 2023][added: 2024]

The aggregate market value, as of the last business day of the most recently completed second fiscal quarter, of the voting and nonvoting equity held by nonaffiliates of the registrant was approximately [removed: $23,400,000,000.][added: $19,400,000,000.]

The number of shares outstanding for each of the registrant’s classes of Common Stock on June [removed: 12, 2023,] [added: 10, 2024,] was:

| Class A Common Stock (voting), $0.15 par value | | | [removed: 169,254,084] [added: 169,123,305] | | |

| Class B Common Stock (nonvoting), $0.15 par value | | | [removed: 310,110,423] [added: 303,536,661] | | |

Portions of Registrant’s Proxy Statement for use in connection with the Annual Meeting of Stockholders to be held July [removed: 27, 2023,] [added: 25, 2024,] are incorporated by reference into Part III of this report.

| Item 1. | | | [removed: [Business](#i1dbe8a217acc44458ed7fed31113fb54_16)] [added: [Business](#i32b1ad656a354d3597ab9b613b3ae3b8_16)] | | | [removed: [4](#i1dbe8a217acc44458ed7fed31113fb54_16)] [added: [4](#i32b1ad656a354d3597ab9b613b3ae3b8_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i1dbe8a217acc44458ed7fed31113fb54_58)] [added: Factors](#i32b1ad656a354d3597ab9b613b3ae3b8_58)] | | | [removed: [15](#i1dbe8a217acc44458ed7fed31113fb54_58)] [added: [15](#i32b1ad656a354d3597ab9b613b3ae3b8_58)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i1dbe8a217acc44458ed7fed31113fb54_61)] [added: Comments](#i32b1ad656a354d3597ab9b613b3ae3b8_61)] | | | [removed: [24](#i1dbe8a217acc44458ed7fed31113fb54_61)] [added: [24](#i32b1ad656a354d3597ab9b613b3ae3b8_61)] | | |

| Item 2. | | | [removed: [Properties](#i1dbe8a217acc44458ed7fed31113fb54_64)] [added: [Properties](#i32b1ad656a354d3597ab9b613b3ae3b8_67)] | | | [removed: [25](#i1dbe8a217acc44458ed7fed31113fb54_64)] [added: [26](#i32b1ad656a354d3597ab9b613b3ae3b8_67)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i1dbe8a217acc44458ed7fed31113fb54_67)] [added: Proceedings](#i32b1ad656a354d3597ab9b613b3ae3b8_70)] | | | [removed: [26](#i1dbe8a217acc44458ed7fed31113fb54_67)] [added: [27](#i32b1ad656a354d3597ab9b613b3ae3b8_70)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i1dbe8a217acc44458ed7fed31113fb54_70)] [added: Disclosures](#i32b1ad656a354d3597ab9b613b3ae3b8_73)] | | | [removed: [26](#i1dbe8a217acc44458ed7fed31113fb54_70)] [added: [27](#i32b1ad656a354d3597ab9b613b3ae3b8_73)] | | |

| Item 5. | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#i1dbe8a217acc44458ed7fed31113fb54_76)] [added: Securities](#i32b1ad656a354d3597ab9b613b3ae3b8_79)] | | | [removed: [27](#i1dbe8a217acc44458ed7fed31113fb54_76)] [added: [28](#i32b1ad656a354d3597ab9b613b3ae3b8_79)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i1dbe8a217acc44458ed7fed31113fb54_85)] [added: [\[Reserved\]](#i32b1ad656a354d3597ab9b613b3ae3b8_88)] | | | [removed: [27](#i1dbe8a217acc44458ed7fed31113fb54_85)] [added: [28](#i32b1ad656a354d3597ab9b613b3ae3b8_88)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1dbe8a217acc44458ed7fed31113fb54_91)] [added: Operations](#i32b1ad656a354d3597ab9b613b3ae3b8_94)] | | | [removed: [28](#i1dbe8a217acc44458ed7fed31113fb54_91)] [added: [29](#i32b1ad656a354d3597ab9b613b3ae3b8_94)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i1dbe8a217acc44458ed7fed31113fb54_145)] [added: Risk](#i32b1ad656a354d3597ab9b613b3ae3b8_151)] | | | [removed: [46](#i1dbe8a217acc44458ed7fed31113fb54_145)] [added: [49](#i32b1ad656a354d3597ab9b613b3ae3b8_151)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i1dbe8a217acc44458ed7fed31113fb54_151)] [added: Data](#i32b1ad656a354d3597ab9b613b3ae3b8_157)] | | | [removed: [47](#i1dbe8a217acc44458ed7fed31113fb54_151)] [added: [50](#i32b1ad656a354d3597ab9b613b3ae3b8_157)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1dbe8a217acc44458ed7fed31113fb54_256)] [added: Disclosure](#i32b1ad656a354d3597ab9b613b3ae3b8_265)] | | | [removed: [82](#i1dbe8a217acc44458ed7fed31113fb54_256)] [added: [86](#i32b1ad656a354d3597ab9b613b3ae3b8_265)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i1dbe8a217acc44458ed7fed31113fb54_259)] [added: Procedures](#i32b1ad656a354d3597ab9b613b3ae3b8_268)] | | | [removed: [82](#i1dbe8a217acc44458ed7fed31113fb54_259)] [added: [86](#i32b1ad656a354d3597ab9b613b3ae3b8_268)] | | |

| Item 9B. | | | [Other [removed: Information](#i1dbe8a217acc44458ed7fed31113fb54_262)] [added: Information](#i32b1ad656a354d3597ab9b613b3ae3b8_271)] | | | [removed: [82](#i1dbe8a217acc44458ed7fed31113fb54_262)] [added: [86](#i32b1ad656a354d3597ab9b613b3ae3b8_271)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1dbe8a217acc44458ed7fed31113fb54_265)] [added: Inspections](#i32b1ad656a354d3597ab9b613b3ae3b8_274)] | | | [removed: [82](#i1dbe8a217acc44458ed7fed31113fb54_265)] [added: [86](#i32b1ad656a354d3597ab9b613b3ae3b8_274)] | | |

| Item 10. | | | [Directors, Executive Officers, and Corporate [removed: Governance](#i1dbe8a217acc44458ed7fed31113fb54_271)] [added: Governance](#i32b1ad656a354d3597ab9b613b3ae3b8_280)] | | | [removed: [82](#i1dbe8a217acc44458ed7fed31113fb54_271)] [added: [86](#i32b1ad656a354d3597ab9b613b3ae3b8_280)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i1dbe8a217acc44458ed7fed31113fb54_274)] [added: Compensation](#i32b1ad656a354d3597ab9b613b3ae3b8_283)] | | | [removed: [82](#i1dbe8a217acc44458ed7fed31113fb54_274)] [added: [86](#i32b1ad656a354d3597ab9b613b3ae3b8_283)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1dbe8a217acc44458ed7fed31113fb54_277)] [added: Matters](#i32b1ad656a354d3597ab9b613b3ae3b8_286)] | | | [removed: [83](#i1dbe8a217acc44458ed7fed31113fb54_277)] [added: [87](#i32b1ad656a354d3597ab9b613b3ae3b8_286)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1dbe8a217acc44458ed7fed31113fb54_280)] [added: Independence](#i32b1ad656a354d3597ab9b613b3ae3b8_289)] | | | [removed: [83](#i1dbe8a217acc44458ed7fed31113fb54_280)] [added: [87](#i32b1ad656a354d3597ab9b613b3ae3b8_289)] | | |

| Item 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i32b1ad656a354d3597ab9b613b3ae3b8_292)[ant](#i32b1ad656a354d3597ab9b613b3ae3b8_292) [Fees] and [removed: Services](#i1dbe8a217acc44458ed7fed31113fb54_283)] [added: Services](#i32b1ad656a354d3597ab9b613b3ae3b8_292)] | | | [removed: [83](#i1dbe8a217acc44458ed7fed31113fb54_283)] [added: [87](#i32b1ad656a354d3597ab9b613b3ae3b8_292)] | | |

| Item 15. | | | [Exhibits and Financial Statements [removed: Schedules](#i1dbe8a217acc44458ed7fed31113fb54_289)] [added: Schedules](#i32b1ad656a354d3597ab9b613b3ae3b8_298)] | | | [removed: [83](#i1dbe8a217acc44458ed7fed31113fb54_289)] [added: [87](#i32b1ad656a354d3597ab9b613b3ae3b8_298)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i1dbe8a217acc44458ed7fed31113fb54_292)] [added: Summary](#i32b1ad656a354d3597ab9b613b3ae3b8_301)] | | | [removed: [86](#i1dbe8a217acc44458ed7fed31113fb54_292)] [added: [90](#i32b1ad656a354d3597ab9b613b3ae3b8_301)] | | |

| [SCHEDULE II – Valuation and Qualifying [removed: Accounts](#i1dbe8a217acc44458ed7fed31113fb54_298)] [added: Accounts](#i32b1ad656a354d3597ab9b613b3ae3b8_310)] | | | | | | [removed: [89](#i1dbe8a217acc44458ed7fed31113fb54_298)] [added: [93](#i32b1ad656a354d3597ab9b613b3ae3b8_310)] | | |

Words such as “aim,” [added: “ambition,”] “anticipate,” “aspire,” “believe,” “can,” “continue,” “could,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “pursue,” “see,” “seek,” “should,” “will,” “would,” and similar words indicate forward-looking statements, which speak only as of the date we make them.

- Our substantial dependence upon the continued [removed: growth] [added: health] of the Jack [removed: Daniel's] [added: Daniel’s] family of brands

- Negative publicity related to our [added: industry,] company, products, brands, marketing, executive leadership, employees, Board of Directors, family stockholders, operations, business performance, or [removed: prospects][added: prospects, including labor strikes and work stoppages]

- Risks associated with being a U.S.-based company with a global business, including commercial, political, and financial risks; local labor policies and [removed: conditions;] [added: conditions, including labor strikes and work stoppages;] 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; terrorism, kidnapping, extortion, or other types of violence; and health pandemics

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

| Item 1C. | | | [Cybersecurity](#i32b1ad656a354d3597ab9b613b3ae3b8_64) | | | [24](#i32b1ad656a354d3597ab9b613b3ae3b8_64) | | |

| [SIGNATURES](#i32b1ad656a354d3597ab9b613b3ae3b8_304) | | | | | | [91](#i32b1ad656a354d3597ab9b613b3ae3b8_304) | | |

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

Cybersecurity Risk Management Strategy and Processes

Our Chief Information Security Officer (CISO) leads our Global Information Security team, reports to the Chief Information Officer (CIO), and meets regularly with other members of senior management.

Our CISO holds advanced degrees in Computer Science and Business Administration, in addition to relevant IT and cybersecurity certifications from organizations such as the EC Council, ISACA, and CSA.

She has served in various IT roles for over 20 years, including leading the IT Security function.

Our Global Information Security Team is responsible for the information security strategy, policy, security engineering, operations, and cyber threat detection and response.

Our Global Information Security Team, which includes a security operations center, seeks to protect the company against reasonably foreseeable cyber threats and risks.

The cybersecurity team members have the qualifications and certifications for their roles.

They also have relevant industry experience in selecting, deploying, and operating cybersecurity technologies, initiatives, and processes globally.

We also rely on threat intelligence as well as other information obtained from governmental, public, or private sources, including external consultants that we engage.

We have made significant investments in people, processes, and technology to protect the confidentiality, integrity, and availability of our IT systems.

As part of that effort, we utilize the National Institute of Standards and Technology Cybersecurity Framework as a guide for our security controls.

We are also continuing to advance towards an architecture based on “Zero-Trust” principles, where we continuously validate the identity and security posture of every user, device, application, or network component trying to leverage our IT resources.

In addition, our employees undergo annual security awareness training to improve their understanding of cybersecurity threats, and their ability to identify and escalate potential threats.

In the event of an incident, we leverage a multi-layered set of plans that include, Endpoint Detection and Response software, Security Information and Event Management tools for detection, and a Cybersecurity Incident Response Plan and Disaster Recovery Response Plan for recovery.

The recovery plans outline the steps to be followed from incident detection to mitigation, recovery, and notification, including notifying designated functional leadership teams, the Disclosure Committee, the General Counsel, other senior leadership, and the Board of Directors, as appropriate.

These designated leaders assess various factors, including operational, financial, legal, regulatory, reputational impacts on the Company to determine the materiality of the incident and the appropriate response..

We have established a tiered risk management strategy that helps us to evaluate our ability to protect assets (data and systems) by identifying, assessing, and prioritizing associated risk through, among other tools, the use of a non-affiliated third party assessor, audits by our internal audit team, tabletop exercises, penetration and vulnerability testing, and simulations.

We report the results of these assessments to the Audit Committee of the Board of Directors.

We rely on third party service providers to deliver our products and services to our customers, including many of our technology initiatives.

A cybersecurity incident at a supplier, subcontractor, or joint venture partner could materially adversely impact us.

We evaluate third party providers from a cybersecurity risk perspective, which may include an assessment of that service provider’s cybersecurity posture through a questionnaire and include security and privacy addenda to our contracts where applicable.

However, we rely on the third parties we use to implement security programs commensurate with their risk, and we cannot ensure in all circumstances that their efforts will be successful.

Our systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse, or theft of personal information (of third parties, employees and their beneficiaries, and customers) and other data.

These incidents have not had a material impact on our services, system, or business during the past reporting period.

However, despite our capabilities, processes, and other security measures we employ, we may not be aware of all vulnerabilities or might not accurately assess the risk of an incident.

Additional information on cybersecurity risks we face can be found in Item 1A.

Risk Factors, which should be read in conjunction with the foregoing information.

Cybersecurity Governance

The Board of Directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives.

The Board of Directors has delegated oversight of risks related to cybersecurity to the Audit Committee.

The Audit Committee regularly reports on its activities and findings with respect to risks from cybersecurity threats to the full Board of Directors.

The Audit Committee oversees our cybersecurity posture to assess key strategic, operational, and compliance risks.

Our CIO and CISO update the Audit Committee on a quarterly basis regarding cyber risks, the threat landscape, reports on our security roadmap, risk mitigation and governance, and any cybersecurity incidents.

The Company’s Information Technology, Enterprise Security, Internal Audit, as well as the Legal and Privacy teams work closely to identify issues and incidents in a timely manner, and report them to senior leadership, the Board of Directors, and appropriate regulatory bodies, as appropriate.

Assessing, identifying, and managing cybersecurity risks are integrated into our overall enterprise risk management (ERM) framework that provides risk quantification, scenario analysis to determine the potential impact on the enterprise, and processes to manage risk within the parameters of the organization's risk appetite.

Additionally, ERM provides support to the decision making process to enable cybersecurity risk owners to accomplish the desired level of asset protection and alignment consistent with the organization's strategy.

The ERM work is presented annually to the Audit Committee and Board of Directors, including the management of top risks and the review of emerging risks.

Our [removed: company-owned] [added: Company-owned] production facilities include distilleries, a [removed: winery,] [added: winery1,] bottling plants, an RTD canning plant, warehousing operations, a [removed: sawmill, cooperages,] [added: cooperage,] visitors' centers, and retail shops.

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

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

| Windsor, California | | | Vineyards, winery, bottling, warehousing | | | Home of [removed: Sonoma-Cutrer] [added: Sonoma-Cutrer1] | | |

| Trinity, Alabama | | | Cooperage | | | Jack Daniel [removed: Cooperage] [added: Cooperage2] | | |

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

| | | | | | |

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

| | | | | | |

| 1Sonoma-Cutrer California Wines and related assets were divested on April 30, 2024. | | | | | |

| 2The Jack Daniel Cooperage was divested on May 1, 2024. | | | | | |

| Clifton, Tennessee | | | Stave and heading mill | | | | | |

As of May 31, [removed: 2023, there were 2,380] [added: 2024, we had 2,334] holders of record of Class A common stock and [removed: 4,566] [added: 4,382] holders of record of Class B common stock.

Because of overlapping ownership between classes, as of May 31, [removed: 2023,] [added: 2024,] we had only [removed: 4,867] [added: 4,732] 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 [added: total return of the] Standard & Poor's (S&P) 500 [removed: Index, the Dow Jones U.S. Consumer Goods Index, the Dow Jones U.S. Food & Beverage Index,] [added: Index] and [removed: the] S&P 500 Consumer Staples [removed: (Sector)] Index.

The information presented assumes an initial investment of $100 on April 30, [removed: 2018,] [added: 2019,] 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: 2018.][added: 2019.]

[removed: ][added: ]

| | | | [removed: 2018 | | |] 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

| Brown-Forman Corporation | | | $100 | | | $118 | | | $146 | | | $132 | | | $129 | | | $96 | | |

| S&P 500 Index | | | $100 | | | $101 | | | $147 | | | $148 | | | $151 | | | $186 | | |

| S&P 500 Consumer Staples Index | | | $100 | | | $104 | | | $127 | | | $148 | | | $152 | | | $155 | | |

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 | | |

| S&P 500 Total Return Index | | | $100 | | | $113 | | | $114 | | | $167 | | | $167 | | | $172 | | |

| Dow Jones U.S. Consumer Goods Index | | | $100 | | | $111 | | | $111 | | | $173 | | | $179 | | | $166 | | |

| 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 | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i1dbe8a217acc44458ed7fed31113fb54_160)] [added: Firm](#i32b1ad656a354d3597ab9b613b3ae3b8_163)] | | | [removed: [49](#i1dbe8a217acc44458ed7fed31113fb54_160)] [added: [52](#i32b1ad656a354d3597ab9b613b3ae3b8_163)] | | |

| [Consolidated Statements of [removed: Operations](#i1dbe8a217acc44458ed7fed31113fb54_166)] [added: Operations](#i32b1ad656a354d3597ab9b613b3ae3b8_169)] | | | [removed: [52](#i1dbe8a217acc44458ed7fed31113fb54_166)] [added: [55](#i32b1ad656a354d3597ab9b613b3ae3b8_169)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i1dbe8a217acc44458ed7fed31113fb54_169)] [added: Income](#i32b1ad656a354d3597ab9b613b3ae3b8_172)] | | | [removed: [53](#i1dbe8a217acc44458ed7fed31113fb54_169)] [added: [56](#i32b1ad656a354d3597ab9b613b3ae3b8_172)] | | |

| [Consolidated Balance [removed: Sheets](#i1dbe8a217acc44458ed7fed31113fb54_172)] [added: Sheets](#i32b1ad656a354d3597ab9b613b3ae3b8_175)] | | | [removed: [54](#i1dbe8a217acc44458ed7fed31113fb54_172)] [added: [57](#i32b1ad656a354d3597ab9b613b3ae3b8_175)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1dbe8a217acc44458ed7fed31113fb54_175)] [added: Flows](#i32b1ad656a354d3597ab9b613b3ae3b8_178)] | | | [removed: [55](#i1dbe8a217acc44458ed7fed31113fb54_175)] [added: [58](#i32b1ad656a354d3597ab9b613b3ae3b8_178)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i1dbe8a217acc44458ed7fed31113fb54_178)] [added: Equity](#i32b1ad656a354d3597ab9b613b3ae3b8_181)] | | | [removed: [56](#i1dbe8a217acc44458ed7fed31113fb54_178)] [added: [59](#i32b1ad656a354d3597ab9b613b3ae3b8_181)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1dbe8a217acc44458ed7fed31113fb54_181)] [added: Statements](#i32b1ad656a354d3597ab9b613b3ae3b8_184)] | | | [removed: [57](#i1dbe8a217acc44458ed7fed31113fb54_181)] [added: [60](#i32b1ad656a354d3597ab9b613b3ae3b8_184)] | | |

Based on this assessment, management concluded that our internal control over financial reporting was effective as of April 30, [removed: 2023.][added: 2024.]

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: 2023,] [added: 2024,] as stated in their report.

| Dated: | | | June [removed: 16, 2023] [added: 14, 2024] | | | | | | | | |

We have audited the accompanying consolidated balance sheets of Brown-Forman Corporation and Subsidiaries (the Company) as of April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended April 30, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended April 30, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of April 30, [removed: 2023,] [added: 2024,] 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: 16, 2023] [added: 14, 2024] expressed an unqualified opinion thereon.

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

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

The communication of [added: the] critical audit [removed: matters] [added: matter] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the [removed: accounts] [added: account] or disclosures to which [removed: they relate.][added: it relates.]

| *Description of the Matter* | | | | | | At April 30, [removed: 2023,] [added: 2024,] the balance of the Company’s other intangible assets with indefinite lives was [removed: $1,164] [added: $990] 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. [removed: As described] [added: The Company’s annual impairment test did not result] in [removed: Note 4, the Company recognized] an impairment [removed: charge] of [removed: $96 million for its Finlandia] [added: the Gin Mare and Diplomático] brand [removed: name.] [added: names indefinite-lived intangible assets.] The Company [removed: determined Finlandia’s] [added: estimated the] fair value [removed: based on] [added: of] the [added: Gin Mare and Diplomático brand names indefinite-lived intangible assets using the] relief-from-royalty method. Auditing management’s estimate of the fair value of the [removed: Finlandia] [added: Gin Mare and Diplomático] brand [removed: name] [added: names] was complex due to the significant judgment required to determine the fair value of the brand [removed: name.] [added: names.] The fair value [removed: estimate was] [added: estimates were] sensitive to significant assumptions used in the valuation process, such as [removed: future] net [removed: sales. The estimate also includes assumptions such as] [added: sales,] discount rates and royalty rates. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the [removed: design] [added: 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 the [removed: Finlandia] [added: the Gin Mare and Diplomático] brand [removed: name,] [added: names,] including controls over management’s review of the selection of assumptions, described above, used in the valuation [removed: model.] [added: models.] To test the estimated fair value of the Company’s [removed: Finlandia] [added: Gin Mare and Diplomático] brand [removed: name,] [added: names,] we performed audit procedures that included, among others, assessing methodologies used in the valuation [removed: model] [added: 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, changes in the Company’s business model and customer base, historical operating results, and other relevant factors that would affect the significant assumptions. We assessed management’s historical estimates and performed sensitivity analyses of assumptions to evaluate the changes in the fair value of the [removed: Finlandia] brand [removed: name] [added: 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 [removed: model.] [added: models.] | | |

| | | | | | | Valuation of [removed: Intangible Assets for] Gin Mare and [removed: Diplomático] [added: Diplomático Other Intangible Assets] | | |

We have audited Brown-Forman Corporation and Subsidiaries’ internal control over financial reporting as of April 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of April 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended April 30, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated June [removed: 16, 2023] [added: 14, 2024] expressed an unqualified opinion thereon.

| Year Ended April 30, | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Sales | | | $ | [removed: 4,526] [added: 5,081] | | | | | $ | [removed: 5,081] [added: 5,372] | | | | | $ | [removed: 5,372] [added: 5,328] | |

| Excise taxes | | | [removed: 1,065] [added: 1,148] | | | | | | [removed: 1,148] [added: 1,144] | | | | | | [removed: 1,144] [added: 1,150] | | |

| Net sales | | | [removed: 3,461] [added: 3,933] | | | | | | [removed: 3,933] [added: 4,228] | | | | | | [removed: 4,228] [added: 4,178] | | |

| Cost of sales | | | [removed: 1,367] [added: 1,542] | | | | | | [removed: 1,542] [added: 1,734] | | | | | | [removed: 1,734] [added: 1,652] | | |

| Gross profit | | | [removed: 2,094] [added: 2,391] | | | | | | [removed: 2,391] [added: 2,494] | | | | | | [removed: 2,494] [added: 2,526] | | |

| Advertising expenses | | | [removed: 399] [added: 438] | | | | | | [removed: 438] [added: 506] | | | | | | [removed: 506] [added: 529] | | |

| Selling, general, and administrative expenses | | | [removed: 671] [added: 690] | | | | | | [removed: 690] [added: 742] | | | | | | [removed: 742] [added: 826] | | |

| Other expense (income), net | | | [removed: (15)] [added: 59] | | | | | | [removed: 59] [added: 119] | | | | | | [removed: 119] [added: 24] | | |

| Operating income | | | [removed: 1,166] [added: 1,204] | | | | | | [removed: 1,204] [added: 1,127] | | | | | | [removed: 1,127] [added: 1,414] | | |

| Non-operating postretirement expense | | | [removed: 6] [added: 13] | | | | | | [removed: 13] [added: 29] | | | | | | [removed: 29] [added: 3] | | |

| Interest income | | | [removed: (2)] [added: (5)] | | | | | | [removed: (5)] [added: (9)] | | | | | | [removed: (9)] [added: (14)] | | |

| Interest expense | | | [removed: 81] [added: 82] | | | | | | [removed: 82] [added: 90] | | | | | | [removed: 90] [added: 127] | | |

| Income before income taxes | | | [removed: 1,081] [added: 1,114] | | | | | | [removed: 1,114] [added: 1,017] | | | | | | [removed: 1,017] [added: 1,298] | | |

| Income taxes | | | [removed: 178] [added: 276] | | | | | | [removed: 276] [added: 234] | | | | | | [removed: 234] [added: 274] | | |

| Net income | | | $ | [removed: 903] [added: 838] | | | | | $ | [removed: 838] [added: 783] | | | | | $ | [removed: 783] [added: 1,024] | |

| Basic | | | $ | [removed: 1.89] [added: 1.75] | | | | | $ | [removed: 1.75] [added: 1.63] | | | | | $ | [removed: 1.63] [added: 2.15] | |

| Diluted | | | $ | [removed: 1.88] [added: 1.74] | | | | | $ | [removed: 1.74] [added: 1.63] | | | | | $ | [removed: 1.63] [added: 2.14] | |

| [Reports of Management](#i32b1ad656a354d3597ab9b613b3ae3b8_160) | | | [51](#i32b1ad656a354d3597ab9b613b3ae3b8_160) | | |

| Gain on business divestitures | | | — | | | | | | — | | | | | | (267) | | |

| Net income | | | $ | 838 | | | | | $ | 783 | | | | | $ | 1,024 | |

| Equity method investments | | | 3 | | | | | | 270 | | |

| Other assets | | | 255 | | | | | | 272 | | |

| Net income | | | $ | 838 | | | | | $ | 783 | | | | | $ | 1,024 | |

| Gain on business divestitures | | | — | | | | | | — | | | | | | (267) | | |

| Change in fair value of contingent consideration | | | — | | | | | | — | | | | | | 9 | | |

| Acquisition of treasury stock | | | — | | | | | | — | | | | | | (400) | | |

| Supplemental information: | | | | | | | | | | | | | | | | | |

| Non-cash additions to property, plant, and equipment | | | $ | 15 | | | | | $ | 27 | | | | | $ | 20 | |

| Acquisition of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (404) | | | | | | (404) | | |

| Balance at April 30, 2024 | | | $ | 25 | | | | | $ | 47 | | | | | $ | 13 | | | | | $ | 4,261 | | | | | $ | (221) | | | | | $ | (608) | | | | | $ | 3,517 | |

We use the equity method to account for investments in entities that we do not control but over whose operating and financial policies we have the ability to exercise significant influence.

royalty method.

*Accounting standards not yet adopted.* In November 2023, the Financial Accounting Standards Board (FASB) issued an updated accounting standard requiring additional disclosures about significant segment expenses and other segment items.

The update also requires interim disclosure of segment information that is currently required only on an annual basis.

We are required to adopt the updated standard for annual disclosures beginning in fiscal 2025, and for interim disclosures in fiscal 2026, with earlier adoption permitted.

The update is to be applied retroactively.

In December 2023, FASB issued an updated accounting standard requiring additional disclosures about income taxes, primarily related to the rate reconciliation and information about income taxes paid.

We are required to adopt the new guidance beginning in fiscal 2026, with earlier adoption permitted.

The update can be applied either prospectively or retrospectively.

We are currently evaluating the impact that adopting these accounting standards updates will have on our disclosures.

| | | | $ | 289 | | | | | $ | 265 | |

| | | | 1,920 | | | | | | 1,940 | | |

| | | | $ | 1,031 | | | | | $ | 1,074 | |

| | | | 519 | | | | | | 526 | | |

| | | | $ | 827 | | | | | $ | 793 | |

| Other | | | 190 | | | | | | 174 | | |

| | | | $ | 253 | | | | | $ | 243 | |

| | | | $ | (235) | | | | | $ | (221) | |

| Purchase accounting adjustments (Note 13) | | | 40 | | | | | | (53) | | |

| Business divestitures (Note 14) | | | (28) | | | | | | (89) | | |

| Balance as of April 30, 2024 | | | $ | 1,455 | | | | | $ | 990 | |

During fiscal 2024, we recorded a $7 impairment charge related to the write-off of the carrying amount of an immaterial discontinued brand name.

Equity Method Investments

As of April 30, 2024, our equity method investments include a 21.4% ownership of the common stock of The Duckhorn Portfolio, Inc. (“Duckhorn”), which we obtained as partial consideration for the sale of the Sonoma-Cutrer wine business to Duckhorn (Note 14).

The $267 carrying amount of the investment reflects the fair value of the common stock, based on its quoted market price at the April 30, 2024 closing date of the transaction.

As of April 30, 2024, the difference between the carrying amount of the investment and our proportionate share of the net assets of Duckhorn was not material.

Our other equity method investments are immaterial.

| [Reports of Management](#i1dbe8a217acc44458ed7fed31113fb54_154) | | | [48](#i1dbe8a217acc44458ed7fed31113fb54_154) | | |

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 | | |

| *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. | | |

June 16, 2023

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.

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

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

| Balance at April 30, 2020 | | | $ | 25 | | | | | $ | 47 | | | | | $ | — | | | | | $ | 2,708 | | | | | $ | (547) | | | | | $ | (258) | | | | | $ | 1,975 | |

Considerable management judgment is

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

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

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

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

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

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

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

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

| Balance as of April 30, 2021 | | | $ | 779 | | | | | $ | 676 | |

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

As of April 30, 2023, the remaining carrying amount of the Finlandia brand name was $91.

| 2.25% senior notes, $250 principal amount, due January 15, 2023 | | | $ | 250 | | | | | $ | — | |

| | | | 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.

On March 23, 2023, we issued senior unsecured notes with an aggregate principal amount of $650.

Interest on these notes will accrue at a rate of 4.75% and be paid semi-annually.

These notes will mature on April 15, 2033.

The net proceeds from the issuance were used to repay $600 of outstanding indebtedness under the unsecured 364-day term loan agreement, dated January 3, 2023.

Our short-term borrowings were $235 as of April 30, 2023 under our commercial paper program.

At April 30, 2023, there were no borrowings outstanding under this facility.

On May 26, 2023, we entered into an amended and restated five-year credit agreement with various U.S. and international banks that provides for a $900 unsecured revolving credit commitment and expires on May 26, 2028.

This agreement amended and restated our previous credit facility agreement.

*Changes in Internal Control over Financial Reporting.* Except as described below, there has been no change in our internal control over financial reporting during the quarter ended April 30, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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.

During the three months ended April 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None.

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: 27, 2023 (“2023] [added: 25, 2024 (“2024] 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); [removed: and] (d) “Board Committees” (for information on our Audit [removed: Committee).][added: Committee), and (e) “Hedging, Derivatives and Short Sale Transactions Prohibited” (for information on our Insider Trading Policy).]

For the information required by this item, refer to the following sections of our [removed: 2023] [added: 2024] 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”; [added: and] (f) “Pay Ratio [removed: Disclosure”; and (g) “Pay Versus Performance.”][added: Disclosure.”]

The following table summarizes information as of April 30, [removed: 2023,] [added: 2024,] 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: Plans3] [added: Plans] | | |

| Equity compensation plans approved by Class A common stockholders | | | | | | | | | [removed: 1,399,649] [added: 924,961] | | | | | | [removed: $51.76] [added: $55.38] | | | | | | [removed: 11,843,605] [added: 11,269,299] | | |

1Includes [removed: 925,930] [added: 249,260] Class B common shares to be issued upon exercise of stock-settled stock appreciation rights (SSARs); [removed: 144,365] [added: 83,836] Class B [added: restricted stock units (RSUs); 192,999 Class B] performance-based restricted stock units (PBRSUs); [removed: 144,373] [added: 217,867] Class A PBRSUs; [removed: 150,648] [added: 150,658] Class A common deferred stock units (DSUs); and [removed: 34,333] [added: 30,341] Class B common DSUs issued under the Brown-Forman [removed: 2004 or] [added: 2004,] 2013 [added: Omnibus, and 2022] 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: 4,009,616] [added: 3,753,996] SSARs outstanding at fiscal year-end.

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

For the other information required by this item, refer to the section entitled “Stock Ownership” of our [removed: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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](#i1dbe8a217acc44458ed7fed31113fb54_160)] [added: Firm](#i32b1ad656a354d3597ab9b613b3ae3b8_163)] (PCAOB ID 42) | | | [removed: [49](#i1dbe8a217acc44458ed7fed31113fb54_160)] [added: [52](#i32b1ad656a354d3597ab9b613b3ae3b8_163)] | | |

| | | | [Consolidated Statements of [removed: Operations](#i1dbe8a217acc44458ed7fed31113fb54_166)] [added: Operations](#i32b1ad656a354d3597ab9b613b3ae3b8_169)] | | | [removed: [52](#i1dbe8a217acc44458ed7fed31113fb54_166)] [added: [55](#i32b1ad656a354d3597ab9b613b3ae3b8_169)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i1dbe8a217acc44458ed7fed31113fb54_169)] [added: Income](#i32b1ad656a354d3597ab9b613b3ae3b8_172)] | | | [removed: [53](#i1dbe8a217acc44458ed7fed31113fb54_169)] [added: [56](#i32b1ad656a354d3597ab9b613b3ae3b8_172)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i1dbe8a217acc44458ed7fed31113fb54_172)] [added: Sheets](#i32b1ad656a354d3597ab9b613b3ae3b8_175)] | | | [removed: [54](#i1dbe8a217acc44458ed7fed31113fb54_172)] [added: [57](#i32b1ad656a354d3597ab9b613b3ae3b8_175)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i1dbe8a217acc44458ed7fed31113fb54_175)] [added: Flows](#i32b1ad656a354d3597ab9b613b3ae3b8_178)] | | | [removed: [55](#i1dbe8a217acc44458ed7fed31113fb54_175)] [added: [58](#i32b1ad656a354d3597ab9b613b3ae3b8_178)] | | |

| | | | [Consolidated Statements of Stockholders’ [removed: Equity](#i1dbe8a217acc44458ed7fed31113fb54_178)] [added: Equity](#i32b1ad656a354d3597ab9b613b3ae3b8_181)] | | | [removed: [56](#i1dbe8a217acc44458ed7fed31113fb54_178)] [added: [59](#i32b1ad656a354d3597ab9b613b3ae3b8_181)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i1dbe8a217acc44458ed7fed31113fb54_181)] [added: Statements](#i32b1ad656a354d3597ab9b613b3ae3b8_184)] | | | [removed: [57](#i1dbe8a217acc44458ed7fed31113fb54_181)] [added: [60](#i32b1ad656a354d3597ab9b613b3ae3b8_184)] | | |

| | | | [Schedule II – Valuation and Qualifying [removed: Accounts](#i1dbe8a217acc44458ed7fed31113fb54_298)] [added: Accounts](#i32b1ad656a354d3597ab9b613b3ae3b8_310)] | | | [removed: [89](#i1dbe8a217acc44458ed7fed31113fb54_298)] [added: [93](#i32b1ad656a354d3597ab9b613b3ae3b8_310)] | | |

| 21 | | | [Subsidiaries of Brown-Forman [removed: Corporation.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex21_2023430x10kapril.htm)] [added: Corporation.](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/bfb-ex21_2024430x10kapril.htm)] | | |

| 23 | | | [Consent of Ernst & Young LLP, independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex23_2023430x10kapril.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/bfb-ex23_2024430x10kapril.htm)] | | |

| 31.1 | | | [CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex311_2023430x10kapril.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/bfb-ex311_2024430x10kapril.htm)] | | |

| 31.2 | | | [CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000074/bfb-ex312_2023430x10kapril.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/bfb-ex312_2024430x10kapril.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/14693/000001469323000074/bfb-ex32_2023430x10kapril.htm)] [added: filed).](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/bfb-ex32_2024430x10kapril.htm)] | | |

| 101 | | | The following materials from Brown-Forman Corporation's Annual Report on Form 10-K for the fiscal year ended April 30, [removed: 2023,] [added: 2024,] 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 [removed: Exhibit 3(i)] [added: Exhibit](https://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm) [3(i)] of Brown-Forman Corporation’s Form 10-Q for the quarter ended July 31, 2012, filed [removed: on September] [added: on](https://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm)[September] 5, 2012 (File No. [removed: 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm)] [added: 002-26821).](https://www.sec.gov/Archives/edgar/data/14693/000001469312000139/ex3-i.htm)] | | | | | |

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

| 3.3 | | | [By-laws of registrant, as amended and restated effective [removed: May 21, 2020,] [added: January 23, 2024,] incorporated into [removed: this report] [added: this](https://www.sec.gov/Archives/edgar/data/14693/000001469324000007/b-fbyxlawsxamendedandresta.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469324000007/b-fbyxlawsxamendedandresta.htm)[report] by reference to Exhibit 3.1 of Brown-Forman Corporation’s Form 8-K filed on [removed: May 27, 2020] [added: January 26,](https://www.sec.gov/Archives/edgar/data/14693/000001469324000007/b-fbyxlawsxamendedandresta.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469324000007/b-fbyxlawsxamendedandresta.htm)[2024] (File No. [removed: 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000001469320000030/brown-formanxamendedan.htm)] [added: 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000001469324000007/b-fbyxlawsxamendedandresta.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 share, incorporated into this report by reference to Exhibit 4.1 of Brown-Forman Corporation’s Form 10-K for the fiscal year ended April 30, 2020, filed on June 19, 2020 (File No. [removed: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)] [added: 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000001469320000066/descriptionofcapitalst.htm)] | | | | | |

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

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

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

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

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

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

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

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

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

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

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

| 4.13 | | | [Form of 4.750% Note due 2033, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s Form 8-K filed on March 23, 2023 (File No. [removed: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312523077925/d367875dex45.htm)] [added: 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000119312523077925/d367875dex45.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](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex43.htm) [the] [added: of 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. [removed: 002-26821).](http://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex43.htm)] [added: 002-26821).](https://www.sec.gov/Archives/edgar/data/14693/000119312512500174/d454178dex43.htm)] | | | | | |

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

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

| 4.17 | | | [Officers’ Certificate dated March 26, 2018, pursuant to Sections 1.02, 2.02, 3.01, and 3.03 of the Indenture dated April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, and the Second Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National Association, as Trustee, setting forth the terms of the 3.500% Note due 2025 and the 4.000% Note due 2038, incorporated into this report by reference to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on March 26, 2018 (File No. [removed: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex44.htm)] [added: 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000119312518096030/d558670dex44.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. [removed: 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000119312523077925/d367875dex44.htm)] [added: 001-00123).](https://www.sec.gov/Archives/edgar/data/14693/000119312523077925/d367875dex44.htm)] | | | | | |

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

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

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

| 10.4 | | | [2010 Form of Non-Employee Director Stock-Settled Stock Appreciation Right Award Agreement, incorporated into this report by reference to Exhibit 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/g24136exv10w2.htm)] [added: 002-26821).*](https://www.sec.gov/Archives/edgar/data/14693/000095012310067676/g24136exv10w2.htm)] | | | | | |

| 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 Corporation’s Form 10-K for the year ended April 30, 2010, filed on June 25, 2010 (File No. [removed: 002-26821).*](http://www.sec.gov/Archives/edgar/data/14693/000001469310000057/ex10a.htm)] [added: 002-26821).*](https://www.sec.gov/Archives/edgar/data/14693/000001469310000057/ex10a.htm)] | | | | | |

| 19 | | | [Brown-For](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/insidertradingpolicy.htm)[man Corporation](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/insidertradingpolicy.htm) [Insider](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/insidertradingpolicy.htm) [T](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/insidertradingpolicy.htm)[rading polic](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/insidertradingpolicy.htm)[y](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/insidertradingpolicy.htm)[.](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/insidertradingpolicy.htm) | | |

| 97 | | | [Brown-Forman Corporation’s Policy on Recoupment of Incentive Compensation, applicable to executive](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/policyonrecoupmentofincent.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/policyonrecoupmentofincent.htm)[officers, effective as of October 2, 2023](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/policyonrecoupmentofincent.htm)[.](https://www.sec.gov/Archives/edgar/data/14693/000001469324000086/policyonrecoupmentofincent.htm) | | |

| 10.15 | | | [Fiscal 2024 Form of Performance-Based Restricted Stock Unit Award Agreement (Class A)](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm)[,](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm)[incorporated into this report by reference to Exhibit 10.1 of Brown-](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm)[Forman Corporation’s Form 10-Q for the](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm)[quarter](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm) [ended July 31, 2023, filed on August 30, 2023.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm)[*](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassa.htm) | | | | | |

| 10.16 | | | [Fiscal 2024 Form of Performance-Based Restricted Stock Unit Award Agreement (Class B)](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassb.htm)[,](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassb.htm) [incorporated into this report by reference to Exhibit 10.2 of Brown-](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassb.htm)[Forman Corporation’s Form 10-Q for the](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassb.htm) [quarter](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassb.htm) [ended July 31, 2023, filed on August 30, 2023.](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassb.htm)[*](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24pbrsuclassb.htm) | | | | | |

| 10.17 | | | [Fiscal 2024 Form of Employee Stock-Settled Stock Appreciation Right Award Agreement,](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm)[incorporated into this report by reference to Exhibit 10.3 of Brown-Forman Corporation’s Form 10-Q](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm)[for the](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm) [](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm)[quarter ended July 31, 2023, filed on](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm) [August 30, 2023.*](https://www.sec.gov/Archives/edgar/data/14693/000001469323000153/fy24ssaragreement.htm) | | | | | |

| | | | | | | | | |

| 10.18 | | | [Amendment No. 1 to Securities and Asset Purchase Agreement, 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 10.3 of Brown-Forman Corporation’s Form 8-K filed on January 5, 2023 (File No. 001-00123).](http://www.sec.gov/Archives/edgar/data/14693/000001469323000004/exh103amendmentno1tosapa.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) | | | | | |

Date: June [removed: 16, 2023][added: 14, 2024]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on June [removed: 16, 2023,] [added: 14, 2024,] as indicated.

| /s/ [removed: Augusta] [added: Elizabeth M.] Brown [removed: Holland] | | | | | | Director | | |

For the Years Ended April 30, [removed: 2021,] 2022, [added: 2023,] and [removed: 2023][added: 2024]

| Allowance for doubtful accounts | | | $ | [removed: 11] [added: 7] | | | | | $ | [removed: —] [added: 1] | | | | | $ | — | | | | | $ | [removed: 4] [added: —] | | [removed: (1)] | | | $ | [removed: 7] [added: 8] | |

| Deferred tax valuation allowance | | | $ | [removed: 22] [added: 14] | | | | | $ | [removed: 10] [added: 2] | | | | | $ | [removed: —] [added: 2] | | | | | $ | [removed: 12] [added: 2] | | | | | $ | [removed: 20] [added: 16] | |

| Elizabeth M. Brown | | | | | | | | |

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | |

| /s/ John D. Cook | | | | | | Director | | |

| John D. Cook | | | | | | | | |

| Augusta Brown Holland | | | | | | | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |