NOTHING BETTER
IN THE MARKET
2020 Integrated Annual Report
A NNU A L R E P OR T 2 015
DEEP ROOTS
DYNAMIC VISION
2016 ANNUAL REPORT
2018 ANNUAL REPORT
150 YEARS AND STILL
NOTHING BETTER
IN THE MARKET
As we mark our 150th year, we take
time to pause and consider the many
people, places, and products of Brown-
Forman, and our continuing ability to
deliver on our corporate ambition
so aptly described as “Nothing Better
In The Market.”
This ambition has allowed us to
successfully navigate through many
industry, economic, and geopolitical
challenges and changes over the span
of 15 decades, from world wars and
U.S. Prohibition to recessions and global
crises. Through it all, the promise first
made by our founder, George Garvin
Brown, and inscribed on every bottle
of Old Forester since 1870, has guided
our growth and performance.
When facing the unpredictable, our
culture of collaboration and inclusion
ensures that we endure. This holds
true in the creative, resilient, and
exemplary response of our employees
to the COVID-19 pandemic. There is
“Nothing Better in the Market” than
the character of our people.
As our portfolio and geographies
become more diverse, so do our
employees, consumers, and
communities. Our long tradition of
being responsible in everything we
do keeps us steadfast in our efforts
to promote alcohol responsibility and
advance environmental sustainability.
We believe our continued, thoughtful,
long-term perspective, coupled with
our diverse, inclusive, and caring
culture, serve us today and will serve
the generations that follow. There is
“Nothing Better in the Market” than
our values and our culture.
Whether it’s a flavorful whiskey on
the rocks, a favorite cocktail crafted
with one of our many fine spirits,
or an expressive glass of wine, our
products are present during some
of life’s important moments. They
are part of bringing people together
in times of celebration, as well as
quiet moments of reflection. There is
“Nothing Better in the Market” than
our brands.
When we look back at all that we have
accomplished in the last 150 years
and where we stand today, we take
pride in both our performance and our
potential. Our ambition for Brown-
Forman is a journey we are always on,
constantly striving and continually
discovering new ways to make
ourselves, our brands, and our company
even better. There is “Nothing Better
in the Market” than Brown-Forman —
yesterday, today, tomorrow, and for
generations to come.
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INTRODUCTION
1
DEAR BROWN-FORMAN
SHAREHOLDERS,
CEO LETTER TO
SHAREHOLDERS
JUNE 30, 2020
When we started planning this
year and this report, our focus was
celebrating our 150th anniversary.
We imagined a year full of events
toasting the company George
Garvin Brown founded in 1870,
and the many people who helped
it to grow over 15 decades.
Instead, we found ourselves in a
world facing a global pandemic,
and most recently, a worldwide
movement against racial injustice.
So today, I find myself doing
less celebrating, and much more
reflecting.
First and foremost, I speak on
behalf of Brown-Forman in
putting our virtual arms around
those who are hurting. There is
much pain and loss in our world
today, and we stand in solidarity
with those working toward a more
just and equitable future. We
uphold our value of respect, and
unequivocally condemn racism
and discrimination in any form.
We realize that it is no longer
acceptable to talk about our values
and actions only inside Brown-
Forman, we must have a stronger
voice in the community dialogue
and contribute more in support
of racial equity. I fully believe in
the power of the human spirit
and our ability to create change
when we do it with courage,
compassion, and a collective
resolve. I equally believe in
the power of Brown-Forman’s
people. We are 4,800 individuals
who bring our values, culture,
2
CEO LETTER TO SHAREHOLDERS
Lawson E. Whiting,
President and
Chief Executive
Officer
and brands to life every day.
Our diversity of perspectives,
experiences, and ideas is
what makes us stronger and
propels us forward.
As a company, this year has both
challenged us and inspired us.
It has not been an easy one, and
there is still much work to be
done. But when a company has
survived for 150 years, it has
had to adapt to many challenges.
We have been through a global
pandemic before. We’ve also seen
depressions and world wars.
We secured a medicinal permit
that allowed us to survive —
and even thrive — through
Prohibition. And most recently,
we grew as individuals, and as
a company, when we more fully
explored and better understood
the important relationship
between Jack Daniel and
Nathan “Nearest” Green, an
African American who was the
brand’s first master distiller.
The extraordinary friendship
of these two men, during racially
divided times in our country’s
history, remains a source of hope
and inspiration.
DELIVERING TOP-TIER RETURNS
FOR SHAREHOLDERS —
A TEN-YEAR LOOK
18%
11%
12%
12%
Consumer
Staples
S&P
500
Competitive
Set
BFB
Source: Factset, Ten year CAGR through April 30, 2020,
in local currency, assuming dividends reinvested.
Note — Competitive Set is a weighted average based
upon each competitor’s LTM sales
And so, we stand today, stronger
from the wisdom and long-term
perspective we have collected
throughout our history. We stand
today, 150 years after George
Garvin Brown created the first
bottled bourbon and signed
his name to his product, Old
Forester, as a quality pledge that
there was “Nothing Better in the
Market.” We stand today, thanks
to the creativity and agility of our
talented people. We stand today,
together with our neighbors,
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partners, and friends, in building
a sustainable business that
strives to be responsible in
everything we do. We believe
that protecting our natural
resources, supporting human
rights and our commitment to the
United Nations Global Compact,
being a meaningful member of
our communities, promoting
our principles of diversity and
inclusion, and contributing to
a responsible drinking culture
are core to our company’s values.
We stand today, because we are
committed to the same timeless
principles that have guided
our company through the highs
and lows of history, through
the market booms and busts,
throughout the last 150 years.
In the following pages of this
report, you’ll see milestones from
our 150 years. It is a beautiful
display of our company’s rich
heritage and enduring spirit.
I imagine future timelines will
inevitably focus on COVID-19
and the unified response to
generations of racial injustice
as the defining events of
2020. These are pivotal times
in our company’s legacy, and
I am confident that future
history books will show that
we prevailed and prospered by
caring for each other and our
communities, deepening and
strengthening partnerships,
leveraging our expertise, and
seizing opportunities to make a
difference in the places where we
live and work.
In a year that also included
significant industry turmoil —
tariffs remain, the on-trade
was virtually eliminated, travel
was banned, e-commerce
grew exponentially, and
many employees worked from
home — our underlying* net sales
were essentially in line (1% as
reported) with the prior year.
These results were possible due
to the agility of our teams in
addressing these challenges, while
still accomplishing significant
milestones. We set up our own
distribution companies in the
U.K. and Thailand for a May 1,
2020, launch. We published an
ambitious diversity and inclusion
strategy and set quantitative
ambitions for representation of
women and people of color. We
continued to expand our product
lines, developing and launching
Jack Daniel’s Tennessee Apple at a
record pace. We hired a new global
creative agency of record. We saw
Woodford Reserve exceed 1 million
cases,** Jack Daniel’s flavors
reached 2.5 million cases, and we
welcomed Fords Gin to our family.
And, finally, our founding brand,
Old Forester, grew double digits
again and now exceeds 300,000
cases. Our performance, progress,
and future potential gives me full
confidence that Brown-Forman
can maintain, and strengthen,
our leadership position within the
OUR SUCCESS IS
DEPENDENT ON OUR
STRATEGIC PRIORITIES:
THE QUALITY AND
CATEGORIES WITHIN
OUR PORTFOLIO,
OUR GEOGRAPHIC
DIVERSIFICATION, THE
CALIBER OF OUR PEOPLE,
AND THE RETURN ON
OUR INVESTMENTS.
spirits industry, while acting with
integrity in all that we do.
The last few months have not been
easy, yet our 150th anniversary
reminds us that we will learn from
history at the same time history
is being made. Brown-Forman is
fortunate to have long-term,
focused shareholders; talented
and dedicated people; a robust
balance sheet; and solid cash flows.
We believe we have the right
strategy in place to drive the next
generation of growth. We will
navigate the challenges of today
and realize the opportunities
ahead with the same fortitude
and resolve that has helped us
reach this defining moment in our
company’s history.
In the end, I think that’s something
worth celebrating.
Lawson E. Whiting
President and Chief Executive Officer
PORTFOLIO
Y
STAIN A B I L I T
U
S
R
E
S
P
O
N
S
I
B
I
L
I
T
Y
INVESTMENT
GEOGRAPHY
C
O
M
M
U
N
IT
Y
PEOPLE
Y
N
D I V E R SIT
& I N C L USIO
* In this report, we present both reported (GAAP) and underlying (non-GAAP) changes in net sales and operating income. We use these measures as supplements
(not substitutes for) our results of operations and other measures reported under GAAP. To calculate these measures, we adjust, as applicable, for (a) acquisitions
and divestitures, (b) foreign exchange, (c) estimated net change in distributor inventories (d) Chambord impairment. Please refer to the section labeled “Non-GAAP
Financial Measures” in Form 10-K of the enclosed report for additional information.
** “Cases” or “volumes” refer to depletions on a 9L equivalent unit basis (9L cases) unless otherwise specified. At times, we use a “drinks-equivalent” measure for
volume when comparing single-serve ready-to-drink or ready-to-pour brands to a parent spirits brand. “Drinks-equivalent” depletions are RTD and RTP 9L cases
converted to 9L cases of a parent brand on the basis of the number of drinks in one 9L case of the parent brand. To convert RTD volumes from a 9L case basis to a
drinks-equivalent 9L case basis, RTD 9L case volumes are divided by 10, while RTP 9L case volumes are divided by 5.
CEO LETTER TO SHAREHOLDERS
3
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DEAR BROWN-FORMAN
SHAREHOLDERS,
CHAIRMAN OF THE
BOARD LETTER
JUNE 30, 2020
I hope this letter finds you, your
families, friends, and colleagues
as well as can be during this time.
We knew that 2020 would have
milestones to celebrate: the 50th
anniversary of Finlandia Vodka,
and the 150th anniversary of
not only Herradura tequila, but
also of our founding brand,
Old Forester Kentucky Straight
Bourbon Whisky, and thus of
our company, Brown-Forman
Corporation, founded in 1870 by
a great-great-great grandfather
to many who will read this report,
George Garvin Brown.
But, as Lawson so aptly put, none of
us could have foreseen that 2020
would also bring a global health
pandemic, and grievous deaths in
the Black community in Louisville,
Kentucky and the United States,
reminding us of the racism
and inequalities that persist in
society. And so, I want to be sure to
recognize those in our community
who have been on the front lines of
these crises, the first responders
who have helped blunt the impact
of COVID-19 and the community
leaders dedicated to combating
racism and injustice. Without the
courage and nobility of those in
these roles, there is no doubt that
the collateral impact of the health
crisis would have been that much
greater and that the likelihood
for positive societal change would
not be as great. At Brown-Forman,
it has been our colleagues at our
production facilities — our mills,
cooperages, distilleries, bottling
lines, and warehouses — who have
been so vital to the stability of our
business during the pandemic,
and it has been the members of
our BUILD ERG* who have helped
bolster our company’s awareness
of the Black experience, and
enable progress toward greater
diversity and inclusion. I offer my
most sincere gratitude to these
colleagues for all that they do to
make Brown-Forman better.
Lawson’s recounting of how the
company has stood up against this
year’s tests is a reflection not only
in my association with Lawson,
his team, and so many colleagues
around the world. Surely, when
future shareholders look back at
this year, they’ll be duly pleased
by how everyone here responded,
and led by our values.
Knowing our respect for the
past, it will come as no surprise
that we’ve designed this year’s
integrated annual report to
highlight and celebrate our
150 years. The front and back
covers are a collage of past
annual reports and corporate
responsibility reports, illustrating
how our company has changed
over the years, telling the story
of our portfolio evolution,
showcasing our brands’
homeplaces, and honoring the
people that make them the
iconic brands that they are. If
AFTER 150 YEARS, WHEN IT COMES TO BROWN-FORMAN,
WE KNOW EXACTLY WHO WE ARE, WHERE WE’RE FROM,
AND WHAT WE DO.
of Brown-Forman’s resilience, but
also of his leadership. Lawson and
his team have kept the company
focused on building our brands
and meeting the needs of our
consumers, while simultaneously
navigating a constant barrage
of decisions that prioritized the
health and safety of our company’s
people throughout the COVID-19
crisis, and more recently in
elevating our commitment to
racial equity. I take great pride
you were to read these reports
in detail, you’d also see how
our income statement, balance
sheet, cash flow, and share price
have developed over time. While
financial metrics seem almost
trite in the face of this year’s
larger issues, an annual report is
the place where we need to step
back and inspect these topics, as
they are the financial scaffolding
from which all other good works at
Brown-Forman are made possible,
*Blacks United In Leadership Development is the Employee Resource Group that enriches the Black employee experience by supporting career advancement,
engaging and educating allies, and cultivating a culture where Black employees can come to work and be themselves.
4
CHAIRMAN OF THE BOARD LETTER
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and in which you have invested,
some of you for generations.
When we were founded in 1870,
there were hundreds of distilleries
in Kentucky and Tennessee. In
1920, we were one of the few
distillers to secure a medicinal
license, that helped us survive
Prohibition. Upon its repeal, we
went public on the New York
Stock Exchange in 1933 with a
share price of $15.75, featuring
brands like Old Tucker, Fox
Mountain, and Major Paul’s in
the IPO memorandum. In the
decades since, we’ve represented
and/or owned a variety of
brands, including wines from
the wonderful Bolla family, the
eponymous wine brand started
by the environmental visionary
Barney Fetzer, and Southern
Comfort, an American liqueur.
We were also honored to have
owned Lenox Crystal & China,
which played a vital role in the
company’s growth, as we were
establishing our core business
outside of the United States.
Each of these brands, and more,
including Early Times and
Canadian Mist (currently under
a sales agreement), contributed
to and improved our culture, and
Geo. Garvin Brown IV,
Chairman of the Board
thus live on in the actions and
deeds of Brown-Forman.
At the end of this fiscal year, on
April 30, 2020, eighty-seven years
after going public, our share
price was $62.20 (or $210,000,
accounting for 14 share splits
between 1947 and 2018, and
19 share dividends between 1957
and 1977). In 1945, a seminal
year for the world with the end
of World War II, Brown-Forman
paid its first dividend,* a tradition
that has continued unbroken
for 75 years. Alongside this, we
have had twelve share buyback
programs, including three Dutch
auctions in 1988, 1994, and 2003;
redeemed four separate classes
of preferred shares in 1945, 1947,
1954, and 1999; and paid out four
special cash dividends between
2008 and 2018. Coupled with the
ongoing growth in underlying
equity value, it is fair to say that
Brown-Forman has been a resilient
and reliable investment for those
who have had an interest in the
public equity markets since 1933.
There is nothing inevitable
about a company’s ability to
survive, to thrive, and to remain
* It was also the only other year when the Kentucky Derby was not run in May, as in 2020. Also like in 2020, Old Forester came to the rescue for many sports fans in
1945, organizing the inaugural Old Forester Kentucky Turtle Derby, the slowest two minutes in the history of sport.
BROWN-FORMAN/BROWN FAMILY
SHAREHOLDERS COMMITTEE
From top left to bottom right: Sandra Frazier, Owsley Brown III,
Martin Brown, Jr., McCauley Adams, Garvin Deters, Lawson E. Whiting,
Robinson Brown IV, Cary Brown, Tammy Godwin, Elaine Musselman,
Dace Polk Brown, Tanya Carrico, Clay Kannapell, Jim Joy,
Geo. Garvin Brown IV.
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CHAIRMAN OF THE BOARD LETTER
5
independent for 150 years. Yes,
we are fortunate to find ourselves
in a compelling industry, and
to have grown up in the world’s
largest and most dynamic
economy. But the company
has also made very deliberate
choices about brands, people,
and governance over the course
of its history. And when those
decisions are held together with
good judgment, the result is what
we call “culture.” Our culture
has fueled leaders like Lawson,
and his team, over the decades
to build our brands and evolve
our portfolio, according to the
consumer needs and financial
good sense of the given decade.
Of course, no brand has influenced
Brown-Forman like Jack Daniel’s
Tennessee Whiskey, purchased in
1956 from the Motlow family. Jack
Daniel’s core value of friendship,
its commitment to quality and
sense of place, not only transcends
the parameters of the global
whiskey category, opening up
untold growth opportunities, it
also helps nurture the corporate
values of Brown-Forman.
As some of you have come to learn
over the past few years, the origin
of this iconic brand is a post
Civil War story of a partnership
between an African American,
Nearest Green, and his student
of Tennessee Whiskey, Jack
Daniel. Thanks in large part to
OUR VALUES:
Integrity: Always do the
right thing
Respect: Ensure that
everyone can bring their
best selves to work
Trust: You can rely on me
Teamwork: “No one of us is
as smart as all of us”
Excellence: “Every day we
make it, we’ll make it the
best we can”
the friendship today of Fawn
Weaver, the founder of the Uncle
Nearest Premium Whiskey brand,
Brown-Forman is rightly elevating
and honoring the legacy of Jack
Daniel’s first master distiller,
Nearest Green. Telling the story
of Nearest and Jack’s uncommon
relationship is one way we can
uplift the role that African
Americans have played in helping
shape American society. By telling
a more full and accurate history
of the past, we hope that we are
helping forge a more equal and just
place for African Americans in
our country’s present and future.
It is true that since my generation
started to get involved in the
company around thirty years ago,
there have been plenty of new
WITH GREAT THANKS FOR THEIR CONTRIBUTION
AND LEADERSHIP:
Bruce Byrnes (retired Vice Chair of the Proctor & Gamble Company),
who will retire from the Board after 10 years of service
Christopher Brown and Barbara Hurt, who completed terms on
the Family Committee
trends in our industry, let alone
since 1870. But compared to other
parts of the economy, the basic
tenets of our business really
haven’t changed much at all.
We ferment, distill, and age spirits
like we always have. And yes, the
employees and leaders of Brown-
Forman (even the descendants of
George Garvin Brown) now live
all over the world, with languages
and accents that vary as much as
their interests. But as I have said
a few times over the past year,
when it comes to the endurance
of Brown-Forman, please take
great comfort from some basic,
immutable facts. After 150 years,
when it comes to Brown-Forman,
we know exactly who we are,
where we’re from, and what we
do. We’re distillers. We’re from
Kentucky. And we’re here to stay.
On behalf of your Board of
Directors, I offer my gratitude to
the generations that came before
us, and my most sincere thanks
to you for your ongoing support.
McCauley Adams, Robinson Brown IV, and Clay Kannapell,
who joined the Family Committee
Geo. Garvin Brown IV
Chairman of the Board
6
CHAIRMAN OF THE BOARD LETTER
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BROWN-FORMAN
BOARD OF DIRECTORS
(1) Member of Executive Committee of the Board of Directors, (2) Lead Independent Director, (3) Member of Audit Committee,
(4) Member of Compensation Committee, (5) Member of Corporate Governance and Nominating Committee, (*) Member of
Brown-Forman/Brown Family Shareholders Committee, (#) Member of Brown Family
First Row, from top: Augusta Brown Holland
(#) Founding Partner, Haystack Partners
LLC / Campbell P. Brown (#) Senior Vice
President, President and Managing Director
of Old Forester, Brown-Forman Corporation /
Stuart R. Brown (#) Managing Partner, Typha
Partners, LLC / Kathleen M. Gutmann (3)
Chief Sales and Solutions Officer, United
Parcel Service, Inc.
Second Row: Michael A. Todman (3,5) Retired
Vice Chairman, Whirlpool Corporation /
Lawson E. Whiting (1,*) President and Chief
Executive Officer, Brown-Forman Corporation
/ Tracy L. Skeans (3,4) Chief Transformation
and People Officer, Yum! Brands, Inc. / Patrick
Bousquet-Chavanne (3,5) Former Chief
Executive Officer, Emaar Malls
Third Row: Marshall B. Farrer (#) Senior Vice
President, Managing Director of GTR and
Developed APAC Region, Brown-Forman
Corporation / Laura L. Frazier (#) Owner
and Chairman, Bittners LLC / John D. Cook
(1,2,4,5) Director Emeritus, McKinsey &
Company / Michael J. Roney (4) Retired Chief
Executive Officer, Bunzl plc
Fourth Row: Geo. Garvin Brown IV (1,5,*,#)
Chairman of the Board, Brown-Forman
Corporation / Bruce L. Byrnes (3,5) Retired
Vice Chairman of the Board, The Procter &
Gamble Company
BROWN-FORMAN EXECUTIVE
LEADERSHIP TEAM
Top row, from left: John V. Hayes,
Senior Vice President, President, USA &
Canada / Kirsten M. Hawley, Senior Vice
President, Chief Human Resources and
Corporate Communications Officer /
Ralph E. de Chabert, Senior Vice President,
Chief Diversity Inclusion and Global
Community Relations Officer
Middle row, from left: Jane C. Morreau,
Executive Vice President, Chief Financial
Officer / Lawson E. Whiting, President and
Chief Executive Officer / Matias Bentel,
Senior Vice President, Chief Brands Officer
Bottom row, from left: Matthew E. Hamel,
Executive Vice President, General Counsel
and Secretary / Thomas Hinrichs, Senior Vice
President, President, International Division /
Alejandro A. Alvarez, Senior Vice President,
Chief Production and Sustainability Officer
COMPANY LEADERSHIP
7
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WHO WE ARE
“AT BROWN-FORMAN, WE LEAD BY PRINCIPLE
AND STRIVE TO DO THE RIGHT THING.”
– Lawson E. Whiting, President and Chief Executive Officer
1
8
7
0
George Garvin Brown establishes
J.T.S. Brown and Brother. Old
Forester — the first American
whiskey sealed in glass bottles for
quality assurance — becomes the
company’s flagship brand.
Brown-Forman makes its first public stock
offering. Owsley Brown and his industry peers
establish an organization that outlines operating
guidelines for the spirits industry, including
public education on responsible alcohol use.
It becomes the Distilled Spirits Council of the
United States (DISCUS) in 1973.
1904
1920
1933
Owsley Brown,
George Garvin’s
son, joins the
business, beginning
the tradition of
family ownership
that continues to
this day.
U.S. Prohibition
(1920–1933) presents
Brown-Forman with
its greatest challenge
to date. Owsley Brown
obtains a license to
bottle whiskey for
medicinal purposes,
which keeps the
company operational.
In the years since Brown-Forman was founded in
1870, much has changed. It’s what has not changed
that’s particularly remarkable.
It’s not just George Garvin Brown’s original Old
Forester recipe and his insistent focus on quality
and integrity. It’s also our ability to plan over long
time horizons and consider the needs of the next
generation. Our shared values of integrity, respect,
trust, teamwork, and excellence continue to live
at the heart of our culture. As we mark a century
and a half of experience, take pride in our progress,
and take on new challenges worldwide, these
timeless values continue to inspire us, not only to
offer consumers the highest-quality products, but also
to be the best people we can be. This reality comes to
life through the words of Jack Daniel, a phrase known
very well in Lynchburg and throughout our entire
organization: “Every day we make it, we’ll make it the
best we can.”
8 WHO WE ARE
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Within days of the attack on Pearl Harbor,
Brown-Forman delivers its first industrial
alcohol for the war effort from a converted
Old Forester plant.
1941
Brown-Forman elevates
Diversity and Inclusion
and appoints its first Chief
Diversity Officer.
Brown-Forman Chairman’s
Conference on Sustainability
leads to formation of the
company’s Corporate
Responsibility function.
1965
2004
2007
Brown-Forman develops
and signs the “Charter of
Partnership,” establishing
the official working
relationship it had — and
still has — with its U.S.
distributor partners.
Brown-Forman/
Brown Family
Shareholders
Committee is
established.
2
0
2
0
Brown-Forman is a publicly traded, family-
controlled company, and today the Brown-Forman
“family” includes approximately 4,800 employees,
some linked ancestrally and others by a common
passion for the company, brands, and culture we’ve
created. We are crafters, coopers, brand stewards,
corporate strategists, and more. We are intrinsically
linked to our extended family of suppliers, distributors,
retailers, other partners, and consumers. Together,
we share a common dedication to bringing the finest
spirits brands to the world.
“ ONE OF OUR COMPANY’S HALLMARKS
HAS ALWAYS BEEN THE EXCELLENCE
OF ITS PEOPLE.”
– Owsley Brown II, former Chairman and CEO
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WHO WE ARE
9
1
9
1
1
A REPUTATION
FOR INTEGRITY
The Integrity Cup was presented
to George Garvin Brown by the
Citizens National Bank in 1911 for
paying security debts from which
he had long been released.
2020
TODAY
The Brown-Forman
“family” includes
thousands of
colleagues who all
share a passion for
the business and
the community
we’ve built.
PROVIDING STABILITY, CONSISTENCY,
AND A FOCUS ON WHAT WE DO BEST
Brown-Forman’s 150th anniversary is the result
of the long-term value we have been able to create.
It traces back to George Garvin Brown’s founding
principle of making quality whiskey to sell at
quality prices.
Since 1870, steady and strong leadership and a long-
term perspective have characterized every aspect of
Brown-Forman’s operations, and underpinned our
strategic direction, which has enabled us to endure
for 150 years. Our ability to adapt to shifting market
and business conditions while always remaining true
to our core values has resulted in 150 years of success.
Today, we are leading in American whiskey and
have an attractive portfolio of premium and super-
premium brands that are well positioned to deliver
diversified growth.
BROWN-FORMAN’S LONG-TERM STRATEGIC
PERSPECTIVE HAS RESULTED IN A STRONG
FINANCIAL POSITION
— Top-tier total
— S&P 500 Dividend
shareholder return
(TSR) over the long
term
— Long-term reliable
compounder of
topline growth
— Industry-leading
return on invested
capital
Artistocrat, marking
75 consecutive years
of paying regular
quarterly dividends
and 36 consecutive
years of dividend
increases
FINANCIAL STABILITY
We are committed to growing Brown-Forman as
a publicly traded, family-controlled, independent
business. We believe strong support from our
shareholders, including the Brown family, enables
us to make the best decisions for the long term while
providing the confidence and resolve needed to
navigate near-term challenges, such as tariffs, agave
costs, and the current COVID-19 pandemic.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
COMMITMENT
While we have long believed environmental and
social responsibility is aligned with our vision for the
long-term health and prosperity of our communities,
consumers, employees, and other stakeholders,
we also know these investments create value and
contribute to our business success. Like other business
performance measures, we track Environmental,
10 WHO WE ARE
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6/22/20 9:22 AM
Social, and Governance (ESG) practices and metrics
as key indicators of our performance, including
this year adding our response to the Sustainability
Accounting Standards Board’s (SASB) disclosure
topics for our industry.* Core to our purpose of
enriching life are: Alcohol Responsibility, Diversity &
Inclusion (D&I), Community Relations (philanthropy
and employee volunteerism), and Environmental
Sustainability. These priorities are overseen by
dedicated senior leaders at Brown-Forman. Our
commitment to these areas align with the United
Nations Sustainable Development Goals, endorsed
across industries and stakeholders worldwide,
allowing our efforts to support the greater good.
ONGOING STAKEHOLDER ENGAGEMENT
When it comes to our ESG commitments, we
frequently connect with and listen to our stakeholders
to understand their perspective and develop solutions
together. We value the expertise and advice we receive
from our partner organizations such as Ceres, the
Beverage Industry Environmental Roundtable, and
International Alliance for Responsible Drinking,
particularly as it relates to pursuing opportunities
and managing risks related to alcohol responsibility
and environmental sustainability. We also actively
engage with many community partners to maximize
the effect of our philanthropic investments.
GOVERNANCE
The strength of Brown-Forman’s governance
structure is due, in part, to our unique relationship
with our controlling family shareholders, the Brown
family, who participate directly on our Board. We
believe this governance structure offers us a distinct
competitive advantage and aligns with long-term
shareholder interests, given the multi-generational
ownership perspective that Brown family members
bring to our Board. This advantage is sustained by
a careful balancing and delineation of the roles of our
Board, management, and shareholders.
Our ESG commitments align with UN Sustainable
Development Goals, endorsed across industries
and stakeholders worldwide.
ALCOHOL RESPONSIBILITY
ENVIRONMENTAL SUSTAINABILITY
DIVERSITY & INCLUSION
Today, Brown-Forman’s performance and culture
are a result of the loyal, devoted effort of many
people who have always given their best.
COMMUNITY RELATIONS
*SASB index can be found on our website, brown-forman.com
WHO WE ARE
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WE ARE THE SUM OF MANY PARTS —
AND BETTER TOGETHER
Within Brown-Forman, we believe we can do our
best work when we can be our best selves. When
employees feel safe to contribute diverse perspectives
and experience a sense of inclusion, they feel valued —
and, in the end, this means better decisions, more
creative solutions, and marketplace advantage.
For nearly two decades, Brown-Forman has focused
on advancing diversity and inclusion across our
organization, within our brands, among our
communities, and with our suppliers. In 2019, we
began the next phase of our diversity and inclusion
journey, by publishing our ten-year strategic plan,
Many Spirits, One Brown-Forman, including six
strategic imperatives to better focus our actions
through 2030. The strategy is led by the Office of
Diversity and Inclusion, but its success relies on
leaders and teams throughout the organization.
Our nine Employee Resource Groups (ERGs) play
a critical role in advancing our corporate strategy.
These employee-led groups continually foster
a diverse, inclusive workplace aligned with our
mission and values, while increasing cultural
awareness and allyship, and offering career
development opportunities. Across Brown-Forman
worldwide, nearly 40% of employees from all parts
of the organization are engaged in our ERGs,
This year, we were excited to launch our
newest ERG, EAST (Embracing Asian Society
and Traditions). It celebrates and promotes
awareness of Asian cultures, and contributes
unique business insights on Asian markets.
implementing initiatives and programs that enable
cultural change as they address unique needs for
their respective groups.
In our efforts to increase the representation of
women and people of color in leadership roles, we have
implemented diverse development programs, such
as our Championship Program designed to accelerate
the leadership development of women through
deliberate senior management level advocacy. The
Championship Program expanded its global reach as
we successfully launched this initiative in Europe.
Our Talent Advocacy Program (TAP) is similarly
designed to accelerate the leadership development
of racially diverse talent and is supported through
senior management advocacy. The effort to increase
representation is further supported by development
and recruiting partnership initiatives led by the BUILD
(Blacks United in Leadership Development) and COPA
(Creating our Own Path, Latino Employees) ERGs.
2030 AMBITIONS
Our ambitions are to have at least 40 percent female
senior leaders globally and 25 percent people of color
in the U.S. by 2030. We aim to achieve these ambitions
with a mindful and continuous focus on recruiting,
retaining, and developing diverse talent.
OUR D&I EFFORTS ARE CONSISTENTLY
RECOGNIZED WITH TOP RANKINGS:
— Human Rights Campaign, 100% Rating —
Corporate Equality Index (2011–2020)
— Diversity Best Practices — Inclusion Index (2019)
— Disability Equality Index (DEI), 100% Rating
(2016–2019)
— Best Wine & Spirits Companies to Work For —
InHerSight (2020)
— Best for Vets Employers — Military Times (2019)
12 WHO WE ARE
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“ NO ONE OF US IS AS SMART
AS ALL OF US.”
– A phrase used frequently by W.L. Lyons Brown,
chairman from 1951–1966 and 1969–1971
WE PUT OUR
PEOPLE FIRST
THE MORE WE ENGAGE
AND EMPOWER,
THE MORE WE GROW
AND THRIVE
Living up to the high standards this company was
founded on is a collective endeavor. Our 2019 global
Employee Engagement and Enablement survey gave
every Brown-Forman employee the opportunity
to voice their opinion on the quality of their work
environment and identify where the company can
continue to improve. Administered by Korn Ferry
Hay, Brown-Forman’s survey ranked in the top tier
for participation.
Our survey results were consistent with those
of the past — our employees are highly engaged,
committed, loyal, and enabled, and are in the
right roles with the needed tools and environment
to succeed. At the same time, there are always
opportunities to grow and improve, and the survey
showed that our employees would like more
opportunities for career advancement and training,
along with greater autonomy.
2019 ENGAGEMENT + ENABLEMENT
SURVEY RESULTS*
95% participation,
up 4%
84% engagement rate
maintained
83% enablement** rate,
up 1%
*Compared to 2016 results
**Employees are in the right roles with the right resources to succeed
We put our employees and our values at the
forefront of all our decisions and actions, ensuring
our employees feel safe and supported so they can
make, market, and sell our products with the finest
craftsmanship, quality, and care.
Prioritizing our employees’ health and safety means
we go beyond compliance with workplace laws and
regulations. Our conviction of putting people first not
only supports the long-term success of the business,
but also shows we care.
Our overall commitment to respecting the
fundamental human rights inherent to all people
is described in our Global Human Rights statement
(included on our website). We share our policies and
practices with suppliers, including our requirements
and expectations against human rights abuses in
our business.
The COVID-19 pandemic has tested every company’s
culture, including ours, and reminded us that
Brown-Forman is a truly special place. People
care deeply about the company, our brands, our
communities, our partners, and most importantly,
about each other. As the pandemic has escalated,
so have the offers of support for one another and our
communities throughout the organization. From
finding new ways to connect and work with one
another, countless leaders, teams, and individuals
have lived our values through this challenging
situation. Throughout it all, the safety and health of
our people was first and foremost in our thinking,
planning, policies, and practices.
While we know there will be a time when COVID-
19 is a page in our past, there are other parts of our
approach to employee well-being that are much more
permanent. Our Live Well program, for example,
is a way we care for our people and benefit from
health and well-being. It gives all employees, along
with their family members covered by company
health plans, online access to coaching, tools,
programs, and incentives. These offerings cover a
wide range of topics to promote physical, mental,
and financial health.
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WHO WE ARE
13
WHERE WE ARE FROM
“IT’S OUR JOB TO ENGAGE WITH OUR SURROUNDINGS
HONORABLY, PRODUCTIVELY, AND HUMBLY, RESPECTING
THAT WE ARE PART OF AN UNFATHOMABLY LARGER WHOLE.”
– Stuart R. Brown, founding member of Brown-Forman/Brown Family Shareholders Committee,
founding President of DendriFund, and member of Brown-Forman Board of Directors
Brown-Forman formally
incorporates in Louisville, KY;
purchases its first distilling
company, B.F. Mattingly
Distillery, in St. Mary’s, KY.
Brown-Forman purchases
Old Kentucky Distillery
and the Labrot & Graham
Distillery — one of the state’s
most historic distilling sites.
Brown-Forman
acquires Fetzer
Vineyards in
California; sold
in 2011.
1924
1940
1971
1992
Brown-Forman
buys the Canadian
Mist Distillery and
brand, establishing
its first operation
outside the U.S.
Brown-Forman moves its
headquarters to its current
corporate campus in West
Louisville.
1
9
0
1
The places we come from are woven into the fabric of
who we are and what we make. The carefully chosen
locations where wood for our barrels, grain for our
whiskeys, agave for our tequilas, and grapes for
our wines are grown become a part of every bottle
and every brand. The natural spring water from
Lynchburg’s Cave Spring, for example, is in every
barrel of Jack Daniel’s Tennessee Whiskey and
is appreciated by consumers around the world.
It is not merely by chance that George Garvin
Brown founded the company in Louisville, KY.
Our original homeplace is a geological convergence
millions of years in the making — springs filtered
by Kentucky limestone, rich soil, and corn fields —
all the ingredients for wonderful whiskey. Louisville
remains a source of inspiration for creativity,
innovation, and craftsmanship 150 years later.
14 WHERE WE ARE FROM
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Woodford Reserve
launches at the site
of the newly restored
Labrot & Graham
Distillery.
Brown-Forman opens the Old
Forester Distillery on “whiskey
row” in downtown Louisville,
in the same building it occupied
from 1882 to 1919.
2
0
2
0
1996
2015
2018
Purchasing all shares of Slane
Castle Irish Whiskey Limited,
Brown-Forman initiates
building a new distillery and
homeplace experience on
the historic Estate in County
Meath, Ireland.
1994
Formation of Brown-Forman
Beverages Worldwide sets
the stage for the company’s
global expansion.
From agave fields in Mexico to the rolling hills
of Woodford County, KY, from the Irish countryside
to Sonoma Valley, CA, vineyards, and many more
locations, these places define us and our products, and
add to our company’s mosaic.
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WHERE WE ARE FROM
15
WITH EVERY CHALLENGE WE
ENCOUNTER, WE GROW STRONGER
Brown-Forman’s resilience through historic world
events has brought us through many challenges
over the last century and a half: world wars, U.S.
Prohibition, the Great Depression, previous global
health crises, and recessions. Through strong
leadership, thoughtful, long-term decision making,
and a spirit of innovation, we have endured. Even
more importantly, we have thrived. Our past is often
a prologue to our future. For example, during World
War II, we made industrial alcohol; with this year’s
COVID-19 pandemic, we again stepped in — this time
to make hand sanitizer and to supply high-proof
alcohol to manufacturers of hand sanitizer.
We know our agility and adaptability will continue
to be tested as they have throughout our history. The
company regularly makes thoughtful choices about
brands, talent, investments, and governance and will
continue to do so in the face of new challenges. Our
investments in people, brands, production facilities,
and distribution channels support our long-term
growth and ability to meet the growing and shifting
consumer demand for our products.
OUR RUNWAY FOR
CONTINUED GROWTH
IS LONG
UNITED STATES
The U.S. offers the broadest range of our portfolio
and is the most valuable global spirits market in the
world according to IWSR (International Wines and
Spirits Record). This market represents half of our
net sales. Despite obstacles brought on by COVID-19
in fiscal 2020, the U.S. outpaced retail value growth
in total distilled spirits, based on syndicated data,
and returned to mid-single-digit underlying net sales
growth. These results were driven by our premium
bourbons*, Woodford Reserve and Old Forester, and
our tequila* portfolio, led by Herradura and el Jimador.
The Jack Daniel’s family of brands also contributed
substantially, led by the fall 2019 launch of Jack
Daniel’s Tennessee Apple.
We continue to invest in the U.S., broadening the
foundation for decades of future growth. In building
for the future, we have been investing in our e-Premise
channel for nearly five years. This year, in response
to the pandemic, consumer purchase patterns shifted
quickly to this channel where our brands were well
positioned and volumetrically grew triple digits from
a small, but quickly growing base.
*Our premium bourbons include Woodford Reserve, Old Forester, and Coopers’ Craft,
while our tequilas include el Jimador, Herradura, Pepe Lopez, and Antiguo.
16 WHERE WE ARE FROM
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We remain optimistic about our long-term growth
potential in the U.S. market. We believe our portfolio
of premium spirits is well suited to continue to gain
share from beer and wine.
DEVELOPED INTERNATIONAL
Prior to COVID-19, our developed international
markets were growing underlying net sales in the
low single-digits during fiscal 2020. With COVID-19,
underlying net sales in our developed international
markets declined slightly for the year. This temporary
obstacle does not diminish our long-term expectations
for our developed international markets nor the
progress they made in fiscal 2020.
In the U.K., we created a highly talented team to
support our transition to a fully owned distribution
model as of May 1, 2020. This route-to-consumer
model will allow us to focus more deeply on the brands
we already have in this market, while also laying
the groundwork for offering our broader portfolio to
consumers in our second largest market.
In Europe, Jack Daniel’s ready-to-drink* (RTD) products
have proven popular, as they introduce new consumers
to the Jack Daniel’s family of brands. This year,
Germany surpassed the 1.5 million case milestone
for Jack Daniel’s RTDs, which included the launch
of Jack & Berry, making this our third largest Jack
Daniel’s RTD market behind Australia and the U.S.
We are further strengthening our focus in Europe,
particularly in Germany, France, and the U.K., by
creating a cross-functional team and allocating
resources to increase awareness and drive growth in
our super-premium whiskeys and emerging brands.
Spirits are well positioned in our developed
international markets as consumers are seeking more
premium drinks, which bodes well for our portfolio
of premium brands.
EMERGING MARKETS
COVID-19 impacted our emerging markets even
more, as solid mid-single-digit underlying net sales
growth prior to the pandemic ended in a modest
decline for fiscal 2020.
We believe our ongoing expansion into emerging
markets represents a significant opportunity for our
portfolio of brands. Mexico and Poland represent
over 40% of our net sales and remain two of our
largest emerging markets. Brazil, Russia, India,
and China were collectively experiencing double-
digit underlying net sales growth this year prior to
the pandemic and finished the year with positive
growth in aggregate. Continuing to build upon our
presence in emerging markets, we transitioned
Thailand to its own distribution company as of
May 1, 2020. Given our currently low market share
in essentially all of these countries, we believe our
runway for future growth remains long.
*Refers to Ready-to-Drink and Ready-to-Pour line extensions of Jack Daniel’s. The RTD cases
mentioned in this instance are 9L cases and are not adjusted to a drinks-equivalent basis.
2
0
2
0
JACK DANIEL’S
WOODFORD RESERVE
Popular in Europe, RTD
cocktails are introducing
the Jack Daniel’s family of
brands to new consumers.
Surpassed the 1 million case milestone
this year, and it continues its global
expansion.
As the COVID-19
pandemic took hold,
in collaboration
with Energy BBDO,
we produced a creative
spot entitled, “With
Love, Jack.” Its message:
“Dear Humanity,
Cheers to making social
distancing social.”
WHERE WE ARE FROM
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PROTECTING AND ENRICHING THE NATURAL
ENVIRONMENT ON WHICH WE DEPEND
In no small way, the environment upon which we all
rely is also responsible for our longevity. Our business
is deeply rooted in agriculture, water, forests, and
other natural resources.
Commitment to environmental sustainability is not
new for Brown-Forman. It’s part of our heritage, a
business practice taken seriously and carried out
deliberately over decades, well before we elevated and
integrated it more formally into our strategy.
Our Chief Production Officer is also our Chief
Sustainability Officer, a position well placed
to identify opportunities for improving sustainable
practices throughout our operations and supply
chain. He reported to the Board of Directors on our
environmental sustainability progress in fiscal
2020 and will continue to do so annually.
At Brown-Forman, we want to do our part to address
the reality and threat of climate change and ensure
the protection of our vital watersheds. To mitigate
these risks, we completed risk assessments in
key areas, and we are now working to implement
plans that are focused on protecting the watershed
and improving our operational use of water. The
energy, greenhouse gas (GHG) emissions, and water
stewardship goals we have set to achieve by 2023 are
ambitious. They include further progress toward
conversion to clean energy sources and reduced water
use across our operations.
We are committed to reducing GHG emissions within
our owned operations by 15% by 2023, from a 2012
baseline. Wind power will help get us there. The East
IN TOTAL, BROWN-FORMAN
OWNED FACILITIES
DIVERT 99.7% OF WASTE
FROM LANDFILL.
The East Forks Wind Project will offset more than
90% of our electricity usage in the U.S.
Photo courtesy of ENGIE / Loch and Key Productions
Forks Wind Project located in Colby, Kansas, is now
operational, and will offset more than 90% of our
electricity usage in the U.S.
We continue to make progress toward our goal of
sending zero-waste* to landfill for all of our owned
facilities by the end of calendar year 2020. We find
value for our byproduct streams, such as using wood-
waste in our boilers, composting bagasse fibers,
converting stillage (fermentation byproduct) for
animal feed, and repurposing our used barrels in
other beverage manufacturing operations.
By the end of calendar year 2019, we achieved zero-
waste at 14 facilities. In total, Brown-Forman owned
facilities divert 99.7% of waste from landfill. Although
our largest facilities have achieved zero-waste and
thus push our total to meet our goal, we are still
working to improve some facilities that have not yet
achieved zero-waste.
*Zero-waste is defined as sending less than 1% to landfill.
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Our environmental footprint extends throughout
our supply chain, including agricultural inputs,
forest resources, and packaging. Some of the
ways we’re working to reduce our impact are by
collaborating on best practices with our grain and
packaging suppliers, as well as with DendriFund,
on white oak and agricultural sustainability.
Encouraging and influencing improvements in
our supply chain performance is a priority in the
coming years.
A FOUNDATION
PARTNERING FOR
GREATER IMPACT
Now in its eighth year, DendriFund is an independent
foundation established by Brown-Forman and the
Brown family. DendriFund focuses on wood, water,
and grain—the key ingredients for making whiskey.
The foundation co-creates initiatives involving a wide
range of stakeholders. It invests seed money and then
expands its reach and scale through partnerships,
with the goal of initiatives eventually becoming
independent. Through this collaborative model and
compounding effect, by the end of 2019, DendriFund
was a $3.3 million foundation with a catalytic impact
well beyond its size.
DendriFund’s White Oak Initiative aims to improve
regeneration of the trees our cooperages use to
make our whiskey barrels and others need for
products such as furniture and flooring. Protecting
and preserving this resource through sustainable
forestry provides valuable social, economic, and
environmental benefits.
As part of its focus on grains, DendriFund has helped
to initiate and accelerate a collective effort to bring
rye back to Kentucky as a commercial cover crop.
This collaborative effort will help conserve farmland
and improve soil health and water quality, while
also providing a local rye supply for Brown-Forman,
the Kentucky bourbon industry, and others such
as bakers and brewers.
For more details on DendriFund and its projects, visit:
www.dendrifund.org.
Rye field day with bread, bourbon, and University of
Kentucky Food Connection partners at Walnut Grove Farm.
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WHERE WE ARE FROM
19
ENRICHING LIFE IN OUR COMMUNITIES
We seek to enrich life within and outside Brown-
Forman, and contributing to our communities is an
important way we bring this purpose to life. This
year we updated our community relations vision to
reflect a new ambition:
LEVERAGE OUR COMPANY CULTURE OF
GIVING BACK TO DELIVER TRANSFORMATIVE
COMMUNITY IMPACT AS A BEST-IN-CLASS
PHILANTHROPIC LEADER.
We invest in our communities through charitable
contributions, employee volunteerism, and Brown-
Forman Foundation’s grants. While we focus our
philanthropic efforts in our hometown of Louisville,
we extend our reach through community investments
across our global locations.
Our charitable contributions are divided between
the Foundation, with governance provided by the
Foundation’s Board of Directors and charitable giving
from the company. Our Chief Diversity Inclusion
and Global Community Relations Officer also serves
as the President of the Brown-Forman Foundation.
This past fiscal year, the Foundation donated
$3 million and our corporate charitable giving totaled
$10 million. We contributed over 16,000 employee
volunteer hours, with more than 130 employees
serving on nonprofit boards of directors. This
board service is mutually beneficial, as community
organizations benefit from the time and talent of
our employees and our employees gain valuable
leadership skills and experience.
Partnership underpins our approach to community
investment. We create and leverage relationships
with community members and involve our employees
and brands in our community efforts. We partner
with mission-driven organizations, based on our key
focus areas: enhance arts and cultural living; ensure
essential living standards; and empower responsible
and sustainable living.
We provided nearly 70,000 meals to our community
during the pandemic.
RESPONDING TO COVID-19
In response to the COVID-19 pandemic, Brown-
Forman donated approximately $2 million
to relief efforts in the U.S. and other locations
where we work. Included in this contribution
were gifts to the United States Bartenders Guild
(USBG) Foundation Emergency Assistance
Program, the Restaurant Workers’ Community
Foundation COVID-19 Crisis Relief Fund, and
the One Louisville: COVID-19 Response Fund.
Contributions were also allocated specifically for
global relief efforts and donated by our teams
in international markets, supporting organizations
such as BarBack, The Drinks Trust, The Liquid
Society, Hospital La Paz, and more. In addition, our
production teams produced hand sanitizer and
continue to provide ethanol to be used by others
to produce hand sanitizer. Local teams assembled
and delivered nearly 70,000 meals to soup
kitchens and homeless shelters in Louisville as
well as countless hours of volunteerism. Many
of our brand and sales teams have extended
our reach by leading their own localized responses
and giving.
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FOUNDER INDUCTED INTO HALL OF FAME
Brown-Forman is a sponsor for Junior Achievement’s Kentuckiana
Business Hall of Fame, which honors outstanding business
individuals whose leadership, vision, and innovation contribute to
greater Louisville’s economic development and social impact. The
organization’s 2020 event was particularly special, as Brown-Forman’s
founder, George Garvin Brown, was inducted into the Hall of Fame
posthumously. His great-great-granddaughter, Sandra Frazier,
accepted the honor on his behalf.
EMPLOYEE VOLUNTEERISM SPOTLIGHT —
HOMESTART WESTMINSTER
There are countless examples of our
employees’ commitment to volunteerism
around the world. One example is the long-
time partnership between our U.K. sales
team and HomeStart Westminster, a local
charity that supports families with children
who are facing difficulties and are in need
of friendship. For the past eight years,
this team has partnered with HomeStart
Westminster to provide both emotional
support and practical help. Every summer,
the U.K. sales team organizes a trip to the
London Zoo, providing lunch, gifts, and
activities. At Christmas, they organize a
children’s party with entertainment, food,
and gifts. In addition, the team partners
with HomeStart year-round, organizing
a number of collections of toys, clothes, and
food for the families served.
16,000 HOURS
Employee volunteer hours donated around the
world to support causes in their communities
$10 MILLION
Brown-Forman Corporation
fiscal 2020 charitable
contributions
$3 MILLION
Brown-Forman Foundation
fiscal 2020 contributions
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WHAT WE DO
“OUR CONFIDENCE IS GROUNDED IN OUR PROVEN ABILITY TO
CREATE, GROW, STEWARD, AND NURTURE ICONIC BRANDS.”
– Geo. Garvin Brown IV, chairman of the board
Brown-Forman
acquires Early Times.
Brown-Forman
acquires the Jack
Daniel Distillery.
1945
1956
1
9
2
3
Brown-Forman
becomes a founding
member of The
Century Council,
known today as
the Foundation for
Advancing Alcohol
Responsibility
(responsibility.org).
1979
1983
1991
Brown-Forman
purchases the Wood
Mosaic company,
which became the
Bluegrass Cooperage;
now Brown-Forman
Cooperage.
Brown-Forman
acquires Southern
Comfort; sold in 2016.
Lenox, Incorporated
becomes part of
Brown-Forman,
including Lenox
china, crystal,
and giftware, and
Hartmann Luggage
Company; sold
in 2005 and 2007,
respectively.
Brown-Forman’s enduring commitment to quality
and excellence is demonstrated in everything we do.
It applies to product quality, to our activities promoting
alcohol responsibility, and to our relationships with
suppliers, customers, shareholders, and each other.
Enriching lives is the purpose for our brands, and
for ourselves. Our portfolio of premium offerings
has expanded over time, especially over the last
four years, with single malt Scotches, Irish whiskey,
and gin joining the family. We continually innovate
to provide the best products possible, today and in
the future.
22 WHAT WE DO
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Brown-Forman
acquires Sonoma-
Cutrer Vineyards.
Brown-Forman acquires
Casa Herradura. Publishes
its first Corporate
Responsibility Report.
Brown-Forman adds three single-
malt Scotch whisky brands to
its portfolio, purchasing BenRiach
Distillery Company.
1999
2004
2007
2016
2018
2019
Brown-Forman
completes the
acquisition of
Finlandia Vodka.
Brown-Forman
signs renewable
wind power
purchase
agreement (PPA)
to meet
greenhouse
gas target.
2
0
2
0
Brown-Forman
acquires Fords Gin.
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WHAT WE DO
23
1870
OLD FORESTER, OUR
FOUNDING BRAND
AND A CORNERSTONE
OF BROWN-FORMAN
Now, its original and
new limited edition
expressions are
enjoying a resurgence
in popularity.
1
9
9
9
WOODFORD RESERVE
In 1999, Woodford
Reserve was named
the Official Bourbon
of the Kentucky
Derby. Today, it is
recognized as a
premium American
whiskey worldwide
and is the Presenting
Sponsor of the
Kentucky Derby.
WE MAKE THE WORLD’S FAVORITE PREMIUM
AMERICAN WHISKEYS
We started with American whiskey, specifically Old
Forester, the first bottled bourbon, and our company’s
founding brand.
For 150 years, Old Forester has been part of our
portfolio, and today it is enjoying a resurgence in
popularity and continues to gain market share,
contributing to the double-digit volumetric growth of
our premium bourbons. The brand’s core expression,
as well as its super-premium line extensions,
continue to fuel these gains. Old Forester 1910 is the
latest expression in our highly successful Whiskey
Row series.
In 2019, Jack Daniel’s Tennessee
Whiskey was again designated an
Interbrand Top 100 Global Brand,
and the #1 Spirit Brand in the world.
We thoughtfully invest in our whiskeys to retain
market leadership. From leading their respective
categories, to leading the way into new markets for
our other brands, the reputations of our American
whiskeys continue to serve us well.
The Jack Daniel’s family of brands is an iconic example
as the category leader of American whiskeys. In 2019,
Jack Daniel’s Tennessee Whiskey was again designated
an Interbrand Top 100 Global Brand, and the #1
Spirit Brand in the world. For Gentleman Jack, one of
the premium expressions in the family, fiscal 2020
marked its 19th consecutive year of volume growth.
Jack Daniel’s flavors, including Jack Daniel’s Tennessee
Honey, Jack Daniel’s Tennessee Fire, and our newest
addition, Jack Daniel’s Tennessee Apple, which
launched in fall of 2019, surpassed 2.5 million cases
in fiscal 2020. In keeping with our spirit of winning
through innovation, Jack Daniel’s Tennessee Apple is
the perfect blend of Jack Daniel’s Tennessee Whiskey
with finely crafted green apple liqueur. It provides a
crisp, refreshing experience, which we believe will
connect with consumers around the world. In just
eight months, Jack Daniel’s Tennessee Apple depleted
over 250,000 cases.
24 WHAT WE DO
50489txt_cx.indd 24
6/22/20 5:03 PM
2019
2
0
1
5 For generations, Old Forester has
been an essential ingredient in the
classic mint julep. In 2015, the Old
Forester Mint Julep was named the
Official Drink of the Kentucky Derby.
Jack Daniel’s flavors,
including Jack Daniel’s
Tennessee Honey and
Jack Daniel’s Tennessee
Fire, were joined this
year by Jack Daniel’s
Tennessee Apple, a
blend of Jack Daniel’s
Tennessee Whiskey with
finely crafted green
apple liqueur — a brand
with a bright future.
Woodford Reserve surpasses the
1 million case milestone
OUR PORTFOLIO OF AMERICAN WHISKEYS IS
BUILT ON STRONG CONSUMER LOYALTY,
THE POWER OF INNOVATION, AND RESILIENCE
DURING TURBULENT TIMES.
Woodford Reserve continued
to build upon its over two
decades of strong double-
digit growth, surpassing the
one million case milestone
during fiscal 2020. Woodford
Reserve continues to enjoy
the leadership position as the
number one super-premium
American whiskey in the world
according to IWSR, all while
still being in the early stages
of its expansion.
Our distillers share the belief
that the keys to making the
world’s finest bourbon are
not only time and patience,
but also science and art.
Bourbon lovers worldwide
seem to agree, as consumers
continue to discover and
enjoy our brands.
50489txt_cx.indd 25
6/22/20 5:03 PM
WHAT WE DO
25
TEQUILA: STRONG GROWTH
AND BRAND STEWARDSHIP
Since our acquisition of Casa Herradura in 2007, the
tequila category has been an increasingly attractive
category.
CASA HERRADURA MARKS
ITS 150TH ANNIVERSARY
This year, like Brown-Forman, Casa Herradura
marks its 150th anniversary, with good reason
to celebrate. Herradura surpassed the 600,000 case
milestone on a 12-month basis prior to COVID-19
driven by double-digit underlying net sales growth
in the U.S. El Jimador continued to expand in the
U.S. and in markets outside of Mexico, selling over
1.3 million cases. Collectively, our full strength,
100% agave portfolio* crossed over the 2 million cases
milestone in fiscal 2020.
We see considerable potential for growth for our
tequila portfolio, not only in the U.S. and Mexico but
also in markets throughout the world. Innovative line
extensions and premium expressions we’ve brought to
these brand families are increasing consumer interest
and gaining market share.
*Herradura, el Jimador, and Antiguo
2
0
2
0
26 WHAT WE DO
50489txt_cx.indd 26
el JIMADOR
HERRADURA
Herradura and el Jimador
lead Brown-Forman’s
success in the growing
tequila category.
6/22/20 5:03 PM
THE EMERGING BRANDS TEAM:
A WINNING STRATEGY
The smaller and newer brands
in our portfolio are important to
our next generation of growth.
That’s why we created our
Emerging Brands Team in the
U.S. in fiscal 2019. With its own
dedicated sales and marketing
resources, the team delivered
another year of excellent results,
growing underlying net sales
double-digits collectively across
our emerging brands.*
Inspired by our long history as
Kentucky distillers, we have
been building some of our newer
bourbon brands, such as Coopers’
Craft and King of Kentucky.
We’re also expanding our three
single malt Scotch whiskies and
their rich histories, with special
emphasis on sherry-cask-matured
GlenDronach Highland whiskies,
recognized for their deep color
and rich flavor profiles.
Slane Irish Whiskey is making
important connections with
consumers in many countries
around the world.
We are reinforcing Chambord’s
standing as the go-to raspberry
liqueur for cocktail creation.
Our most recent portfolio
addition is Fords Gin. Acquired
in the summer of 2019 with
our purchase of The 86 Company,
Fords Gin is a premium gin,
aligning well with our portfolio
of premium spirits. It positions
us well in one of the fastest-
growing spirits categories, and
we believe it will be an integral
part of our longer-term success.
TODAY’S
EMERGING
BRANDS ARE
TOMORROW’S
ENDURING
BRANDS, AND
THERE’S NO
TIME LIKE
THE PRESENT
FOR BUILDING
OUR FUTURE.
*BenRiach, Chambord, Coopers’ Craft, GlenDronach, Glenglassaugh, King of Kentucky, Old Forester, and Slane Irish Whiskey
COOPERS’ CRAFT
Coopers’ Craft
Kentucky Straight
Bourbon Whiskey
leverages our
knowledge of barrels
and expertise with
wood to create a
remarkably smooth
bourbon that pays
tribute to our coopers.
FORDS GIN
GLENDRONACH
AND SLANE IRISH
WHISKEY
GlenDronach Single Malt
Scotch Whisky and Slane
Irish Whiskey continue to
reinforce our reputation
as makers of some of the
world’s very finest whiskies.
Fords Gin joined the Brown-Forman
portfolio in 2019, adding a new class
of premium spirits to the roster.
WHAT WE DO
27
50489txt.indd 27
6/22/20 9:23 AM
WE ACTIVELY CREATE A
RESPONSIBLE DRINKING CULTURE
Alcohol responsibility has
always been a part of who we are
and something we uphold day
in and day out. It’s a matter of
integrity, self respect, and respect
for each other and our products.
We build upon long-standing
priorities, working in partnership
and on our own, to prevent drunk
driving and underage drinking,
market responsibly, and promote
responsible consumption. We also
extend our strategy to support
addiction recovery, respect the
choice not to drink, and enable
bystander intervention.
To further affect positive change,
we recognized new ways were
needed to talk about responsible
drinking. With this insight as
our inspiration, we launched our
internal responsibility campaign,
Pause, last year. As an empowered
group of people, we realized that
when we take a moment and pause,
we will make the best decisions
for ourselves, for the company, and
for our communities.
Since its introduction, Pause
has taken hold throughout the
company. Not only has the word,
“pause,” become part of our
everyday language, the concept
of taking a moment to consider
alcohol responsibility is now
even more a part of our behavior
and actions. This idea has been
enthusiastically embraced by
our people around the globe. In
Europe, employees competed
in a series of health and wellness
challenges focused around
pausing. This Pause Challenge
expanded to Greece, Slovenia,
Russia, and South Africa.
WE’VE ALSO BEEN RAISING
THE PUBLIC PROFILE OF OUR
STANCE ON RESPONSIBILITY.
THE JACK DANIEL’S “OUR
RESPONSIBILITIES” AD THAT
FIRST AIRED IN SELECT MARKETS
WITH THE 2020 SUPER BOWL IS
EMBLEMATIC OF THAT.
Our ERG, SPIRIT, supporting
the choice of whether or not to
drink, observes Alcohol Awareness
Month each April. With the
challenges of the COVID-19
pandemic, SPIRIT conducted a
global virtual event in April 2020
with The Morton Center, a
Louisville-based organization
providing addiction treatment
services, entitled “Supporting
Recovery During Social
Distancing.” Participants were
invited to share stories, quotes,
photos, and mocktail recipes,
using the hashtag #OneSPIRIT.
With responsibility ingrained in
our culture, it was only natural
that we embedded it into our
corporate strategy. Our General
Counsel and Secretary, who holds
oversight for our responsibility
work, is on the Executive
Leadership Team and reports
directly to the CEO.
Responsibility is an expectation
of every one of our employees
around the world. Our efforts
also go outside the walls of
Brown-Forman. We engage other
stakeholders as well, because
we consider it important that
everybody involved is heard
from and can be counted on to
participate. Brown-Forman is
involved and active in industry
organizations focused on
alcohol responsibility, including
the International Alliance for
Responsible Drinking, Fundación
de Investigaciones Sociales, A.C.,
spiritsEUROPE, DrinkAware,
DrinkWise, Responsibility.org, and
Portman Group among others.
Our “Mocktail Week” Program
partnered with bars and
restaurants in New Hampshire
to encourage non-alcoholic
alternatives, and bar patrons
voted for their favorites on social
media. Chambord continues to
partner with Alteristic, a national
organization dedicated to reducing
power-based personal violence,
to provide a series of bystander
intervention training workshops
for the bartending community
and our own employees. The goal
is to create a safer, more enjoyable
experience for everyone.
We believe deeply in the work
we do to promote alcohol
responsibility. We know, based
on experience, that our desire
to create a responsible drinking
culture has had, and will continue
to have, a positive impact in the
lives of our employees, with our
consumers and communities, and
on our business.
28 WHAT WE DO
50489txt.indd 28
6/22/20 9:23 AM
1933
Brown-Forman provides industry
leadership to create voluntary Code
of Good Practice and starts what will
become the Distilled Spirits Council
of the United States.
Brown-Forman joins global balanced
dialogue on alcohol issues as a member
of International Center for Alcohol
Policies; ICAP became the International
Alliance for Responsible Drinking
(IARD) in 2015.
Brown-
Forman begins
partnership
and support for
alcohol education
programs at the
University of
Kentucky and
the University of
Louisville.
Chambord announced its
partnership with Alteristic
to provide Bystander
Intervention Training.
1991
1995
1996
2009
2010
2011
2018
2019
Brown-Forman becomes
a founding member of
The Century Council, now
responsibility.org.
A contribution
from Brown-
Forman to
The Healing
Place is the
first of many
supporting
recovery.
Our Thinking About Drinking website
launches to help communicate Brown-
Forman’s perspective on critical issues
such as drunk driving, underage drinking,
and alcohol and health.
The company’s SPIRIT ERG is introduced,
focusing on respecting an individual’s
choice not to drink.
Brown-Forman’s responsibility
team launches the global Pause
Campaign.
Jack Daniel’s releases “Our
Responsibilities” ad which
played in select markets
during the Super Bowl.
2020
WHAT WE DO
29
50489txt.indd 29
6/22/20 9:23 AM
SELECTED FINANCIAL DATA
Dollars in millions, except per share amounts
FOR YEAR ENDED APRIL 30:
2016
2017
2018
2019
Sales
Excise taxes
Net sales
Gross profit
Operating income
Net income
$ 4,011
$
922
$ 3,089
$ 2,144
$ 1,556
$ 1,067
Weighted average shares (in millions) used to calculate earnings per share
– Basic
– Diluted
Earnings per share from continuing operations
– Basic
– Diluted
Gross margin
Operating margin
Effective tax rate
3,857
863
2,994
2,021
1,010
669
484.6
488.1
1.38
1.37
4,201
953
3,248
2,202
1,048
717
480.3
484.2
1.49
1.48
4,276
952
3,324
2,166
1,144
835
479.0
482.1
1.74
1.73
507.4
510.7
$
$
2.10
2.09
2020
4,306
943
3,363
2,127
1,091
827
477.8
480.4
1.73
1.72
69.4%
67.5%
67.8%
65.2%
63.2%
50.4%
33.8%
32.3%
34.4%
32.4%
28.3%
28.3%
26.6%
19.8%
18.0%
Average invested capital
$ 3,221
3,591
3,832
4,125
4,387
Return on average invested capital
34.1%
19.8%
20.0%
22.0%
20.4%
Cash provided by operations
$
545
656
653
800
724
Cash dividends declared per common share
$ 0.5240
0.5640
1.6080
0.6480
0.6806
Dividend payout ratio
25.0%
40.9%
107.8%
37.2%
39.3%
AS OF APRIL 30:
Total assets
Long-term debt
Total debt
$ 4,183
$ 1,230
$ 1,501
4,625
1,689
2,149
4,976
2,341
2,556
5,139
2,290
2,440
5,766
2,269
2,602
NOTES: 1. Includes the results of Southern Comfort and Tuaca, both of which were sold in March 2016 at a gain of $485 million (pre-tax). Includes the results of
BenRiach since its acquisition in June 2016. 2. Weighted average shares, earnings per share, and cash dividends declared per common share have been adjusted
for a 2-for-1 stock split in August 2016 and a 5-for-4 stock split in February 2018. 3. See “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operation—Presentation Basis—Non-GAAP Financial Measures” for details on our use of “return on average invested capital,” including how we calculate
this measure and why we think this information is useful to readers. 4. Cash dividends declared per common share include a special cash dividend of $1.00 in
fiscal 2018. 5. We define dividend payout ratio as cash dividends divided by net income.
30 FINANCIAL HIGHLIGHTS
50489txt.indd 30
6/22/20 9:23 AM
SELECTED CORPORATE RESPONSIBILITY DATA
SUPPLIER DIVERSITY SPEND
ENVIRONMENTAL SUSTAINABILITY
Percent of procurement from businesses
owned by ethnic minorities, women,
LGBTQ people, people with disabilities,
and veterans.
11.0% 11.2%
12.1%
14.7%¹
16.0%
FY17
FY18
FY19
FY20
FY20
Goal
1. Attainment of this goal is expected once we have the
technical capability to include Tier II spend. In FY20, we
changed data management systems to improve reporting
detail and accuracy.
SELECTED SASB METRICS
16.1%
PERCENTAGE OF WATER
WITHDRAWN IN LOCATIONS
WITH HIGH OR EXTREMELY HIGH
BASELINE WATER STRESS
(SASB FB-AB-140a.1)
15.8%
PERCENTAGE GRID ELECTRICITY*
(SASB FB-AB-130a.1)
*Data does not include impact of renewable power
purchase agreement.
CY16
CY17
CY18
CY19
GOAL BY
2023
Absolute decrease in
GHG emissions¹
+10.9% +7.1% +14.8% +19.0% –15.0%
Reduce water use per
unit of product²
–3.1%
–6.9% –10.3% +1.0% –30.0%
Reduce wastewater
discharge per unit
of product²
–8.1% –16.1%
–8.3% -0.2% –30.0%
CY16
CY17
CY18
CY19
Zero-Waste to
landfill from our
facilities*
4
5
8
14
GOAL BY
2020³
All facilities
to be
Zero-Waste
* As defined, less than 1% to landfill.
1. From CY2013 to CY2019 our production sites continued to focus on greenhouse gas
emission reduction projects such as energy efficiency, process improvements, and fuel
switching; however, inclusion of new international operations and overall growth of existing
operations superseded these reductions. As such, to date, our emissions have not trended
in the direction of our targeted 15% decrease in absolute greenhouse gas emissions. Our
investment in renewable power in 2018, which opened in April 2020, is expected to support
the attainment of our goal.
2. Per unit of product is based on total 9L case equivalent produced.
3. Through the end of the calendar year 2020.
$10
MILLION
Brown-Forman
Corporate Charitable
Contributions
$3
MILLION
Brown-Forman Foundation
Contributions
50489txt.indd 31
6/22/20 9:23 AM
CR HIGHLIGHTS
31
SELECTED CORPORATE RESPONSIBILITY DATA
(Continued)
ALCOHOL RESPONSIBILITY IN ADVERTISING
(SASB FB-AB-270a.1)
JULY–DECEMBER 2017
JANUARY–JUNE 2018
JULY–DECEMBER 2018
Media Impressions
LDA and Above, U.S.¹
90
86
92
94
94
91
86
96
92
91
92
88
94
96
90
TV
Radio
Magazine
Newspaper
Digital
%
0
8
d
r
a
d
n
a
t
S
F
-
B
1. The Distilled Spirits Council industry standard is to advertise only in media with audiences that are 71.6% legal drinking age (LDA) or higher.
Since 2006, our commitment is for a total media buy averaging 80% LDA or higher.
4.8
0
CY16
3.6
0
CY17
2.8
2.8
0
CY18
0
CY19
SAFETY
Includes any work-related accident involving
global production and Louisville Corporate
Personnel. Data indicates any work-related
fatalities globally.
Total Recordable Injury Rate
TOTAL INCIDENT RATE PER 100 FULL-TIME EMPLOYEES
Fatalities
U.S. WORKFORCE DEMOGRAPHICS*
CATEGORY
Board
Executive Leader
Business Leader
Leader
Professional
Production
FEMALE
MALE
WHITE
27%
27%
43%
46%
64%
20%
73%
73%
57%
93%
86%
83%
54%
83%
36%
80%
80%
80%
Temporary/Seasonal
68%
32%
74%
BLACK OR
AFRICAN
AMERICAN
HISPANIC OR
LATINO
ASIAN
OTHER
7%
6%
9%
6%
9%
13%
13%
—%
5%
4%
6%
6%
6%
4%
—%
—%
4%
3%
2%
< 1%
4%
—%
2%
—%
1%
3%
1%
5%
* Diversity data is as of April 30, 2020. Ethnicity data is based on self-disclosed employee information. Board data includes all Directors (U.S. and international).
Numbers may not add to 100% due to rounding. Other includes 2+ races (non-Hispanic/Latino), Native American or Alaskan Indian, or categories left blank.
32 CR HIGHLIGHTS
50489txt.indd 32
6/22/20 9:23 AM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-00123
BROWN-FORMAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
850 Dixie Highway
Louisville, Kentucky
(Address of principal executive offices)
61-0143150
(IRS Employer Identification No.)
40210
(Zip Code)
Registrant’s telephone number, including area code (502) 585-1100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock (voting), $0.15 par value
Class B Common Stock (nonvoting), $0.15 par value
1.200% Notes due 2026
2.600% Notes due 2028
Trading
Symbol(s)
BFA
BFB
BF26
BF28
Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
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 $22,100,000,000.
The number of shares outstanding for each of the registrant’s classes of Common Stock on May 31, 2020, was:
Class A Common Stock (voting), $0.15 par value
Class B Common Stock (nonvoting), $0.15 par value
169,039,764
309,196,858
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of Registrant for use in connection with the Annual Meeting of Stockholders to be held July 30, 2020, are incorporated by reference
into Part III of this report.
Explanatory Note
Brown-Forman Corporation (the “Company,” “Brown-Forman,” “we,” “us,” or “our” below) is filing this Amendment No. 1 on
Form 10-K/A (this “Amendment No. 1”) to amend our Annual Report on Form 10-K for the fiscal year ended April 30, 2020,
originally filed with the Securities and Exchange Commission on June 19, 2020 (the “Original Form 10-K”). The Report of
Independent Registered Public Accounting Firm included an immaterial typographical error and the Company is filing this
Amendment No. 1 solely to correct the error.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive
officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1. In addition, the consent filed as
Exhibit 23 to this Amendment No. 1 is dated as of the filing date of this Amendment No. 1.
Except as described above, this Amendment No. 1 does not modify or update disclosure in the Original Form 10-K. Furthermore,
this Amendment No. 1 does not change any previously reported financial results, nor does it reflect events occurring after the
filing date of the Original 10-K. For ease of reference, the entire Form 10-K, including all other exhibits filed therewith, is included
with this Amendment No. 1.
2
Table of Contents
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers, and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . .
Item 14.
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART IV
Item 15.
Exhibits and Financial Statements Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
SCHEDULE II – Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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3
Forward-Looking Statement Information. Certain matters discussed in this report, including the information presented
in Part II under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contain
statements, estimates, and projections that are “forward-looking statements” as defined under U.S. federal securities laws. Words
such as “aim,” “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. Except as required by law, we do not intend
to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. By their
nature, forward-looking statements involve risks, uncertainties, and other factors (many beyond our control) that could cause our
actual results to differ materially from our historical experience or from our current expectations or projections. These risks and
uncertainties include, but are not limited to, those described in Part I under “Item 1A. Risk Factors” and those described from time
to time in our future reports filed with the Securities and Exchange Commission, including:
•
Impact of health epidemics and pandemics, including the COVID-19 pandemic, and the resulting negative economic impact
and related governmental actions
• Risks associated with being a U.S.-based company with global operations, including commercial, political, and financial
risks; local labor policies and conditions; protectionist trade policies, or economic or trade sanctions, including additional
retaliatory tariffs on American spirits 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; and health pandemics
Failure to comply with anti-corruption laws, trade sanctions and restrictions, or similar laws or regulations
Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar
•
•
• Changes in laws, regulatory measures, or governmental policies – especially those that affect the production, importation,
marketing, labeling, pricing, distribution, sale, or consumption of our beverage alcohol products
• Tax rate changes (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, or capital gains) or
changes in related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which
they can occur
• Unfavorable global or regional economic conditions, particularly related to the COVID-19 pandemic, and related economic
slowdowns or recessions, low consumer confidence, high unemployment, weak credit or capital markets, budget deficits,
burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation,
deflation, lower returns on pension assets, or lower discount rates for pension obligations
• Dependence upon the continued growth of the Jack Daniel’s family of brands
• Changes in consumer preferences, consumption, or purchase patterns – particularly away from larger producers in favor of
small distilleries or local producers, or away from brown spirits, our premium products, or spirits generally, and our ability
to anticipate or react to them; legalization of marijuana use on a more widespread basis; shifts in consumer purchase practices
from traditional to e-commerce retailers; bar, restaurant, travel, or other on-premise declines; shifts in demographic or health
and wellness trends; or unfavorable consumer reaction to new products, line extensions, package changes, product
reformulations, or other product innovation
Production facility, aging warehouse, or supply chain disruption
Imprecision in supply/demand forecasting
• Decline in the social acceptability of beverage alcohol in significant markets
•
•
• Higher costs, lower quality, or unavailability of energy, water, raw materials, product ingredients, labor, or finished goods
Significant additional labeling or warning requirements or limitations on availability of our beverage alcohol products
•
• Competitors’ and retailers’ consolidation or other competitive activities, such as pricing actions (including price reductions,
promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or
expansion in our geographic markets or distribution networks
• Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or
result in higher fixed costs
Inventory fluctuations in our products by distributors, wholesalers, or retailers
•
• Risks associated with acquisitions, dispositions, business partnerships, or investments – such as acquisition integration,
termination difficulties or costs, or impairment in recorded value
• Counterfeiting and inadequate protection of our intellectual property rights
•
•
• Cyber breach or failure or corruption of key information technology systems, or failure to comply with personal data protection
Product recalls or other product liability claims, product tampering, contamination, or quality issues
Significant legal disputes and proceedings, or government investigations
laws
• Negative publicity related to our company, products, brands, marketing, executive leadership, employees, board of directors,
family stockholders, operations, business performance, or prospects
Failure to attract or retain key executive or employee talent
•
• Our status as a family “controlled company” under New York Stock Exchange rules, and our dual-class share structure
4
Use of Non-GAAP Financial Information. Certain matters discussed in this report, including the information presented in
Part II under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” include measures
that are not measures of financial performance under U.S. generally accepted accounting principles (GAAP). These non-GAAP
measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP, and also may
be inconsistent with similarly titled measures presented by other companies. In Part II under “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” we present the reasons we use these measures under the heading
“Non-GAAP Financial Measures,” and we reconcile these measures to the most closely comparable GAAP measures under the
heading “Results of Operations – Year-Over-Year Comparisons.”
Item 1. Business
Overview
PART I
Brown-Forman Corporation (the “Company,” “Brown-Forman,” “we,” “us,” or “our” below) was incorporated under the
laws of the State of Delaware in 1933, successor to a business founded in 1870 as a partnership and later incorporated under the
laws of the Commonwealth of Kentucky in 1901. We primarily manufacture, distill, bottle, import, export, market, and sell a wide
variety of alcoholic beverages under recognized brands. We employ approximately 4,800 people (excluding individuals that work
on a part-time or temporary basis) on six continents, including approximately 1,200 people in Louisville, Kentucky, USA, home
of our world headquarters. We are the largest American-owned spirits and wine company with global reach. We are a “controlled
company” under New York Stock Exchange rules because the Brown family owns more than 50% of our voting stock. 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.
For a discussion of recent developments, see “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Executive Summary.”
5
Brands
Beginning in 1870 with Old Forester Kentucky Straight Bourbon Whisky – our founding brand – and spanning the generations
since, we have built a portfolio of more than 40 spirit, ready-to-drink (RTD) cocktail, and wine brands that includes some of the
best-known and most loved trademarks in our industry. The most important brand in our portfolio is Jack Daniel’s Tennessee
Whiskey, which was ranked in the 2019 Interbrand “Best Global Brands” as the most valuable global spirits brand in the world
and the third most valuable beverage alcohol brand. Jack Daniel’s Tennessee Whiskey is the largest American whiskey brand in
the world and the fourth-largest premium spirits brand of any kind, according to Impact Databank’s “Top 100 Premium Spirits
Brands Worldwide” list. Among the top five premium spirits brands on the list, Jack Daniel’s Tennessee Whiskey was the only
one to grow volume in each of the past five calendar years. Our other leading global brands on the Worldwide Impact list are
Finlandia, which is the tenth-largest-selling vodka; Jack Daniel’s Tennessee Honey, which is the second-largest-selling flavored
whiskey; and el Jimador, which is the fifth-largest-selling tequila. Woodford Reserve and Old Forester were once again selected
for the Impact “Hot Brand,”1 list marking seven and two consecutive years on the list, respectively.
Principal Brands
Jack Daniel’s Tennessee Whiskey
Jack Daniel’s RTDs2
Jack Daniel’s Tennessee Honey
Gentleman Jack Rare Tennessee Whiskey
Jack Daniel’s Tennessee Fire
Jack Daniel’s Single Barrel Collection3
Jack Daniel’s Tennessee Rye
Jack Daniel’s Sinatra Select
Jack Daniel’s No. 27 Gold Tennessee Whiskey
Jack Daniel’s Winter Jack
Jack Daniel’s Bottled-in-Bond
Jack Daniel’s Tennessee Apple4
Woodford Reserve Kentucky Bourbon
Woodford Reserve Double Oaked
Woodford Reserve Kentucky Rye Whiskey
Woodford Reserve Kentucky Straight Malt Whiskey
Woodford Reserve Kentucky Straight Wheat Whiskey4
Finlandia Vodkas
Korbel California Champagnes5
Korbel California Brandy5
el Jimador Tequilas
el Jimador New Mix RTDs
Herradura Tequilas6
Sonoma-Cutrer California Wines
Canadian Mist Canadian Whisky7
GlenDronach Single Malt Scotch Whisky
BenRiach Single Malt Scotch Whisky
Glenglassaugh Single Malt Scotch Whisky
Old Forester Kentucky Straight Bourbon Whisky
Old Forester Whiskey Row Series
Old Forester Kentucky Straight Rye Whisky
Chambord Liqueur
Early Times Kentucky Whisky and Bourbon7
Pepe Lopez Tequila
Antiguo Tequila
Slane Irish Whiskey
Coopers’ Craft Kentucky Bourbon
Fords Gin8
1Impact Databank, March 2020.
2Jack Daniel’s RTDs includes Jack Daniel’s & Cola, Jack Daniel’s & Diet Cola, Jack & Ginger, Jack Daniel’s Country Cocktails,
Gentleman Jack & Cola, Jack Daniel’s Double Jack, Jack Daniel’s American Serve, Jack Daniel’s Tennessee Honey RTD, Jack
Daniel’s Berry, Jack Daniel’s Cider, and Jack Daniel’s Lynchburg Lemonade.
3The Jack Daniel’s Single Barrel Collection includes Jack Daniel’s Single Barrel Select, Jack Daniel’s Single Barrel Barrel Proof, Jack
Daniel’s Single Barrel Rye, and Jack Daniel’s Single Barrel 100 Proof.
4New brands launched in fiscal 2020.
5Korbel is not an owned brand. We sell Korbel products under contract in the United States and other select markets.
6Herradura Tequilas comprise all expressions of Herradura including Herradura Ultra.
7Entered into an agreement on June 12, 2020 to sell these brands to Sazerac Company
8Acquired in fiscal 2020.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations
– Fiscal 2020 Brand Highlights” for brand performance details.
Our vision in marketing is to be the best brand-builder in the industry. We build our brands by investing in platforms that
we believe create enduring connections with our consumers. These platforms cover a wide spectrum of activities, including media
advertising (TV, radio, print, outdoor, and, increasingly, digital and social), consumer and trade promotions, sponsorships, and
visitors’ center programs at our distilleries and our winery. We expect to grow our sales and profits by consistently delivering
creative, responsible marketing programs that drive brand recognition, brand trial, brand loyalty – and, ultimately, consumer
demand around the world.
6
Markets
We sell our products in over 170 countries around the world. The United States, our most important market, accounted for
50% of our net sales in fiscal 2020 and the other 50% were outside of the United States. The following represents the percentage
of total net sales for our largest markets for the most recent three fiscal years below:
Percentage of Total Net Sales by Geographic Area
United States
United Kingdom
Germany
Australia
Mexico
Other
TOTAL
Note: Totals may differ due to rounding
Year ended April 30
2019
2020
2018
47%
6%
5%
5%
5%
32%
100%
47%
6%
5%
5%
5%
32%
100%
50%
5%
5%
5%
5%
30%
100%
For details about net sales in our largest markets, see “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Results of Operations – Fiscal 2020 Market Highlights.” For details about our reportable segment
and for additional geographic information about net sales and long-lived assets, see Note 17 to the Consolidated Financial Statements
in “Item 8. Financial Statements and Supplementary Data.” For details on risks related to our global operations, see “Item 1A.
Risk Factors.”
Distribution Network and Customers
Our distribution network, or our “route to consumer” (RTC), varies depending on (a) the laws and regulatory framework for
trade in beverage alcohol by market, (b) our assessment of a market’s long-term attractiveness and competitive dynamics, (c) the
relative profitability of distribution options available to us, (d) the structure of the retail and wholesale trade in a market, and (e)
our portfolio’s development stage in a market. As these factors change, we evaluate our RTC strategy and, from time to time, adapt
our model.
In the United States, which generally prohibits spirits and wine manufacturers from selling their products directly to
consumers, we sell our brands either to distributors or to state governments (in states that directly control alcohol sales) that then
sell to retail customers and consumers.
Outside the United States, we use a variety of RTC models, which can be grouped into three categories: owned distribution,
partner, and government-controlled markets. We own and operate distribution companies in Australia, Brazil, Czechia, France,
Germany, Korea, Mexico, Poland, Spain, and Turkey. Effective May 1, 2020, we launched our own distribution companies in
Thailand and the United Kingdom. In these owned-distribution markets, and in a large portion of the Travel Retail channel, we
sell our products directly to retailers or wholesalers. In many other markets, including Russia, Japan, Italy, and South Africa, we
rely on third parties to distribute our brands, generally under fixed-term distribution contracts. In Canada, we sell our products to
provincial governments.
We believe that our customer relationships are good and our exposure to concentrations of credit risk is limited due to the
diverse geographic areas covered by our operations and our thorough evaluation of each customer. In 2020, our two largest
customers were Republic National Distributing Company and Breakthru Beverage Group, which accounted for approximately
18% and 13% of consolidated net sales, respectively. Although the loss of any large customer for an extended period of time would
negatively impact our net sales and operating income, we do not anticipate this happening due to consumer demand for our products
and our relationships with our customers. Collectively, these two customers distribute our brands across most of the United States.
No other customer accounted for 10% or more of our consolidated net sales in 2020.
Seasonality
Holiday buying makes the fourth calendar quarter the peak season for our business. Approximately 30% of our net sales for
fiscal 2018, fiscal 2019, and fiscal 2020 were in the fourth calendar quarter of each year.
7
Competition
Trade information indicates that we are one of the largest global suppliers of premium spirits. According to International
Wine & Spirit Research (IWSR), for calendar year 2019, the ten largest global spirits companies controlled just over 20% of the
total spirits sold around the world (on a volume basis). While we believe that the overall market environment offers considerable
growth opportunities for us, our industry is, and will remain, highly competitive. We compete against many global, regional, and
local brands in a variety of categories of beverage alcohol, but our brands compete primarily in the industry’s premium-and-higher
price points. Our competitors include major global spirits and wine companies, such as Bacardi Limited, Becle S.A.B. de C.V.,
Beam Suntory Inc., Davide Campari-Milano S.p.A., Diageo PLC, LVMH Moët Hennessy Louis Vuitton SE, Pernod Ricard SA,
and Rémy Cointreau. In addition, particularly in the United States, we compete with national companies and craft spirit brands,
many of which entered the market in the last few years.
Brand recognition, brand provenance, quality of product and packaging, availability, flavor profile, and price affect
consumers’ choices among competing brands in our industry. Other factors also influence consumers, including advertising,
promotions, merchandising at the point of sale, expert or celebrity endorsement, social media and word of mouth, and the timing
and relevance of new product introductions. Although some competitors have substantially greater resources than we do, we
believe that our competitive position is strong, particularly as it relates to brand awareness, quality, availability, and relevance of
new product introductions.
Ingredients and Other Supplies
The principal raw materials used in manufacturing and packaging our distilled spirits, liqueurs, RTD products, and wines
are shown in the table below.
Distilled Spirits
Liqueurs
RTD Products
Wines
Principal Raw Materials
Agave
Barley
Corn
Malted barley
Rye
Sugar
Water
Wood
Flavorings
Neutral spirits
Sugar
Water
Whiskey
Wine
Flavorings
Malt
Neutral spirits
Sugar
Tequila
Water
Whiskey
Grapes
Wood
1Polyethylene terephthalate (PET) is a polymer used in non-glass containers.
Packaging
Aluminum cans
Cartons
Closures
Glass bottles
Labels
PET1 bottles
Currently, none of these raw materials are in short supply, but shortages could occur. From time to time, our agricultural
ingredients (agave, barley, corn, grapes, malted barley, rye, and wood) could be adversely affected by weather and other forces
out of our control that might constrain supply or reduce our inventory below desired levels for optimum production.
Whiskeys, certain tequilas, and certain other distilled spirits must be aged. Because we must schedule production years in
advance to meet projected future demand, our inventories of these products may be larger in relation to sales and total assets than
in many other businesses.
For details on risks related to the unavailability of raw materials and the inherent uncertainty in forecasting supply and
demand, see “Item 1A. Risk Factors.”
Intellectual Property
Our intellectual property includes trademarks, copyrights, proprietary packaging and trade dress, proprietary manufacturing
technologies, know-how, and patents. Our intellectual property, especially our trademarks, is essential to our business. We register
our trademarks broadly around the world, focusing primarily on where we sell or expect to sell our products. We protect our
intellectual property rights vigorously but fairly. We have licensed some of our trademarks to third parties for use with services
or on products other than alcoholic beverages, which enhances the awareness and protection of our brands.
For details on risks related to the protection of our intellectual property, see “Item 1A. Risk Factors.” For details on our most
important brands, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results
of Operations – Fiscal 2020 Brand Highlights.”
8
Regulatory Environment
Federal, state, local, and foreign authorities regulate how we produce, store, transport, distribute, market, and sell our products.
Some countries and local jurisdictions prohibit or restrict the marketing or sale of distilled spirits in whole or in part.
In the United States, at the federal level, the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Department of the
Treasury regulates the spirits and wine industry with respect to the production, blending, bottling, labeling, advertising, sales, and
transportation of beverage alcohol. Similar regulatory regimes exist at the state level and in most non-U.S. jurisdictions where we
sell our products. In addition, beverage alcohol products are subject to customs duties, excise taxes, or sales taxes in many countries,
including taxation at the federal, state, and local level in the United States.
Many countries set their own distilling and maturation requirements; for example, under U.S. federal and state regulations,
bourbon and Tennessee whiskeys must be aged in new charred oak barrels; we typically age our whiskeys three to six years.
Canadian whisky must be manufactured in Canada in compliance with Canadian laws. Mexican authorities regulate the production
and bottling of tequilas; they mandate minimum aging periods for extra anejo (three years), anejo (one year), and reposado (two
months). Irish whiskey must be matured at least three years in a wood cask, such as oak, on the island of Ireland. Scotch whisky
must be matured in oak casks for at least three years in Scotland. We comply with all of the above laws and regulations.
Our operations are subject to various environmental protection statutes and regulations, and our policy is to comply with
them.
9
Integrated Strategy
For 150 years, Brown-Forman and the Brown family have been committed to driving sustainable growth and preserving
Brown-Forman as a thriving, family-controlled, independent company. The image on the left illustrates our purpose, “Enriching
Life,” and our ambition, “Nothing Better in the Market,” surrounded by the values that have guided us for decades: integrity,
respect, trust, teamwork, and excellence. In addition to these guiding principles, our success is dependent on our strategic priorities,
as illustrated in the image on the right: the quality of our brands within our portfolio, our geographic diversification, the caliber
of our people, and the investments we make to grow our business. Moreover, an integrated lens recognizes that many aspects of
our company contribute to creating value for our shareholders over the long term, including our commitment to sustainability,
responsibility, diversity and inclusion, and supporting and working to solve the health, education, and social inequities, particularly
the racial divide, in the communities where we live and work.
In the face of unprecedented business conditions caused by the COVID-19 pandemic, it is important we look to our values
and long-term strategy to guide us, while leveraging our agility to quickly adapt to changing business conditions. We have faced
and overcome formidable challenges over the span of a century and a half: two world wars, United States Prohibition, the Great
Depression, recessions, and now the COVID-19 pandemic. Navigating unpredictable economies, weather, market whims, and
many more variables have simply been part of the long-term nature of our business. While the way we work has changed and
our business has been affected, we continue to prioritize the health, safety, and well-being of our employees and communities
and advance our brands and business despite these challenges.
For the second consecutive year, we are integrating our Corporate Responsibility and Annual Reports not only to provide
a more holistic view of Brown-Forman, but also to reflect who we are and our culture. Our integrated report combines our
responsibility and sustainability information alongside financial data to provide a more comprehensive view of our business
results.
Portfolio
We seek to build brands responsibly and create shareholder value by delivering strong and sustainable growth, solid margins,
and high returns on invested capital. Given our expectation to continue to grow in size and scale, we are focusing on building
brands that can be meaningful for our company and our consumers over the longer term. One of our priorities is to grow our
premium spirits portfolio organically and through innovation. Opportunistically and thoughtfully, we also consider acquisitions
and partnerships that will enhance our portfolio and our capacity to deliver meaningful growth, attractive margins, and acceptable
returns.
It is important to us that we pursue brand growth while actively promoting a positive drinking culture to enhance consumer
experiences with our brands. We balance this work while holding steady to our commitment to market our products responsibly.
Regulation of our industry is not new, and external pressure from the World Health Organization and other health bodies has
grown over time. We uphold high standards of self-regulation by adhering to industry guidelines on responsible marketing and
advertising. We work both independently and with industry organizations to promote alcohol responsibility, such as the
10
International Alliance for Responsible Drinking, the Foundation for Advancing Alcohol Responsibility (responsibility.org) in the
United States, The Portman Group in the United Kingdom, DrinkWise in Australia, and FISAC in Mexico.
The Jack Daniel’s family of brands, led by Jack Daniel’s Tennessee Whiskey (JDTW), is our most valuable asset – the
engine of our overall financial performance and the foundation of our leadership position in the American whiskey category.1
We strive to strengthen the brand’s leadership, and will always work to keep JDTW relevant to consumers worldwide, while
pursuing the abundant opportunities to grow the Jack Daniel’s family of brands across markets, premium and above price points,
channels, and consumer groups. Product innovation continues to contribute meaningfully to our performance. Different Jack
Daniel’s expressions bring new consumers to the franchise, including Honey (2011), Fire (2015), Rye (2018), and our most recent
launch, Jack Daniel’s Tennessee Apple (2020), which individually and collectively add great value to the Company and our
consumers.
In addition to the leadership of our Jack Daniel’s family of brands, we expect strong growth around the world from our
other whiskey brands, particularly Woodford Reserve and Old Forester. Woodford Reserve is the leading super-premium American
whiskey globally1, surpassing one million nine-liter cases during fiscal 2020, and is poised for continued growth as interest in
bourbon increases around the world. Old Forester has continued its return to prominence in the United States and in select
international markets through its unparalleled taste and quality. Innovation has had a role in premiumizing both of these brands,
including the success of high-end expressions, such as Woodford Double Oaked and the Old Forester Whiskey Row Series.
Outside of our American whiskey brands, our portfolio is well positioned in other high-growth categories with meaningful
premium brands and a focus on accelerating our super-premium portfolio. Our tequila portfolio is led by two brands steeped in
Mexican heritage, Herradura and el Jimador. Despite cyclical cost pressures resulting from the unprecedented cost of agave, we
remain pleased with the growth of our tequila business in Mexico and the United States over the past decade and the long-term
growth prospects of this business globally. GlenDronach, BenRiach, Glenglassaugh, and Slane are well positioned in the categories
of Scotch and Irish whiskey and are expected to become meaningful contributors over the longer term. Lastly, we believe our
newest acquisition in the summer of 2019, Fords Gin, provides superior access to the fast-growing premium gin category,
particularly in the United States, and we look to grow this brand in key gin markets globally.
Part of building all of our brands and engaging our employees is through education, including resources and training on
alcohol responsibility – what it means, how to be a good host/hostess, respecting the choice not to drink, preventing drunk/drink
driving, and providing support for those in recovery. Our internal campaign, Pause, launched in the summer of 2019, seeks to
elevate responsibility, raise awareness, and inspire more action from our employees. Our Chambord liqueur brand, through a
partnership with the nonprofit group Alteristic, offers training to bartenders and employees on bystander intervention to help
prevent sexual assault.
Geography
The United States remains our largest market, and its continued growth is important to our long-term success. We expect
to foster this growth by emphasizing fast-growing spirits categories, continued product and packaging innovation, and brand
building within growing consumer segments, including increasing emphasis on inclusive marketing.
Outside the United States, we continue to increase our competitiveness through improved routes to consumer, with the
most recent example being the establishment of our owned distribution organizations in the United Kingdom and Thailand in
May 2020. The more direct connection with customers and consumers enabled through owned distribution in markets such as
Australia, France, Germany, and now the United Kingdom and Thailand is an important part of our strategic growth. In addition,
we expect increasing significant contributions to our long-term future growth from emerging markets including Brazil, China,
India, Mexico, Poland, Russia, and Southeast Asia.
People
As we work to increase our brands’ relevance and appeal to diverse consumer groups around the world, we believe a
diversity of experiences and mindsets within our own workforce is essential. In the summer of 2019, we unveiled Many Spirits,
One Brown-Forman, our Diversity & Inclusion (D&I) 2030 Strategy aimed at creating a foundation from which to build a more
diverse workforce and inclusive culture. Brown-Forman’s vision for D&I is to create an environment where leveraging diversity
and inclusion occurs naturally, giving us a sustainable marketplace advantage. We have set gender and race ambitions to have at
least 40 percent female senior leaders globally and 25 percent people of color in the United States by 2030. We anticipate expanding
this work to other elements of diversity in the future. For the tenth year in a row, we earned a perfect score in the Corporate
1IWSR, 2019 data.
11
Equality Index1, a national benchmarking survey and report on corporate policies and practices related to LGBTQ workplace
equality administered by the Human Rights Campaign Foundation.
While we have had a long-standing commitment to cultivate a diverse and inclusive culture, we know we must be better
and do better to bring about sustainable change for our Black colleagues and communities. Racism is a global problem, and there
are no easy, quick, or simple solutions for the systemic challenges we face as a society. We are hopeful that recent times will be
a catalyst for greater awareness, conversations, and positive actions, specifically those that explore how we live our value of
respect, how we identify and eliminate bias in ourselves, and how we continue to create an inclusive environment and relationships
that foster allyship. Our company leaders have re-committed to a renewed emphasis on allyship, encouraging discussions about
race, allyship, and personal D&I journeys. We have publicly committed to specific actions and to making progress as individuals
and a global organization, within our industry and local community, and through the influence of our brand and corporate voice2.
One of the main drivers of an inclusive culture is the continued growth and leadership of our Employee Resource Groups
(ERGs), including our ninth and newest group, EAST (Embracing Asian Societies and Traditions), established in the summer of
2019. 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. Our ERGs also create safe spaces for our employees of specific characteristics
and their allies to connect with, support, and advocate for one another.
We know that this strong employee culture and our commitment to the communities where we live and work also helps
foster a sense of engagement among our employees. In fact, our Employee Engagement and Enablement survey results from the
fall of 2019 reaffirmed what we have long known – our employees are highly engaged, highly enabled, and highly committed
to our core values of integrity, respect, trust, teamwork, and excellence. In addition to this internal affirmation, we have received
numerous external accolades, including being named a “Great Place to Work” in Brazil, France, Mexico, and Spain.
Investment
One thing we have learned over a century and a half is that long-term success requires investment and a mindset of
sustainability. We understand the need to invest in our brands, production facilities, distillery homeplace and visitor centers, and
aging inventory. We also understand the importance of investing in our people, communities, and the environment. We recognize
that climate change is a business issue with risks and opportunities. As such, we are committed to actions that will ensure the
long-term health of both the planet and our business. One example of our long-term focus is our investment in renewable energy.
Our wind power project, which became operational in April 2020, provides a renewable energy source that we expect will offset
more than 90% of our electricity usage in the United States. This will enable us to fully achieve our greenhouse gas target,
established in 2013, of cutting our absolute greenhouse gas emissions by 15% by 2023, from a 2012 baseline. In order to manage
water risk, we have completed Source Vulnerability Assessments to evaluate watersheds we operate in that are considered at-
risk or business critical. Following the assessments, we have begun to develop programs to address the risk. We continue to make
progress toward our goal of sending zero-waste to landfill for all of our owned facilities by the end of the 2020 calendar year.
By the end the 2019 calendar year, we achieved zero-waste at 14 of our owned facilities. In total, Brown-Forman facilities divert
99.7% of waste from landfill. Although our largest facilities have achieved zero-waste and thus push our total to meet our goal,
we are still working to improve some facilities that have not yet achieved zero-waste. Finally, recognizing the importance of
demonstrating leadership at the executive level, we also appointed a Chief Sustainability Officer role, to engage with our Board
of Directors as well as the Brown-Forman / Brown Family Shareholders Committee.
We believe we are better positioned than ever to deliver exceptional products to our loyal 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 to win in an increasingly data-driven digital global marketplace. In the fall of 2019, we announced
that Energy BBDO would be our new global creative agency of record for the majority of our global brand portfolio, including
the Jack Daniel’s family of brands, Woodford Reserve, Herradura, el Jimador, and Old Forester. This relationship is expected to
bring new energy and perspective to the portfolio that we believe will enable us to make meaningful connections with consumers
as we continue to build our brands.
Community Relations
In addition to the investments we make in our employees, we believe it is vital that we give back to the communities that
support both our employees and our company by thoughtfully deploying our time, talent, and resources. We have been a proud
1Human Rights Campaign 2020 Corporate Equality Index at www.hrc.org/cei
2Brown-Forman Be Better, Do Better at www.brown-forman.com/be_better_do_better
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corporate citizen of our hometown of Louisville, Kentucky for our entire 150 year history. Our expanded focus and commitment
to the neighborhood around our corporate campus, while local, meets this call to be the best neighbor we can be, an ambition we
strive for wherever we operate. We made a $2 million donation to the Republic Bank Foundation YMCA in west Louisville in
fiscal 2019, which seeks to expand health and wellness resources to an underserved part of our community. In response to the
COVID-19 pandemic, we donated nearly $2 million to relief efforts in the United States and other locations where we work.
We also seek to expand our civic engagement into additional Brown-Forman global office locations, allowing those
employees closest to the needs of their communities to decide how to invest their charitable-giving resources. We leverage our
key community relations partners to stay informed of collaborative opportunities in the communities where we work and live,
and to shape our charitable giving strategy to meet the essential needs of the communities that sustain us. We provide charitable
donations and our employees volunteer throughout our communities, including 130 serving on nonprofit boards of directors. The
Brown-Forman Foundation (the Foundation) was created in fiscal 2018 with the goal of helping fund our ongoing philanthropic
endeavors. The Foundation’s earnings will provide a consistent source of revenue for charitable giving independent of our annual
earnings. We work to partner with organizations that support our key focus areas: enhancing arts and cultural living, ensuring
essential living standards, and empowering responsible and sustainable living.
Having a long-term-focused, committed, and engaged shareholder base, anchored by the Brown family, gives us an important
strategic advantage, particularly in a business with aged products and multi-generational brands committed to corporate
responsibility and our deeply held values. Recognizing the strong cash-generating capacity and the capital efficiency of our
business, we will continue to pursue top-tier shareholder return through shareholder-friendly capital allocation and socially and
environmentally conscious investments to fuel long-term growth.
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Employees and Executive Officers
As of April 30, 2020, we employed approximately 4,800 people worldwide (approximately 2,600 in the United States),
excluding individuals that work on a part-time or temporary basis. This includes approximately 14% of our U.S. employees that
are represented by a union. We believe our employee relations are good.
Information About Our Executive Officers
The following persons served as executive officers as of June 19, 2020:
Age
Name
Lawson E. Whiting 51 President and Chief Executive Officer since 2019. Executive Vice President and Chief Operating
Officer from October 2017 to December 2018. Executive Vice President and Chief Brands and Strategy
Officer from 2015 to 2017. Senior Vice President and Chief Brands Officer from 2013 to 2015. Senior
Vice President and Managing Director for Western Europe from 2011 to 2013. Vice President and
Finance Director for Western Europe from 2010 to 2011. Vice President and Finance Director for North
America from 2009 to 2010.
Principal Occupation and Business Experience
Jane C. Morreau
61 Executive Vice President and Chief Financial Officer since 2014. Senior Vice President, Chief
Production Officer, and Head of Information Technology from 2013 to 2014. Senior Vice President
and Director of Financial Management, Accounting, and Technology from 2008 to 2013.
Matthew E. Hamel
Alejandro “Alex”
Alvarez
Matias Bentel
Kelli N. Brown
60 Executive Vice President, General Counsel and Secretary since 2007.
52 Senior Vice President, Chief Production and Sustainability Officer since 2014. Vice President and
General Manager for Brown-Forman Tequila Mexico Operations from 2008 to 2014.
45 Senior Vice President and Chief Brands Officer since January 2020. Senior Vice President and
Managing Director of Jack Daniel’s Family of Brands from August 2018 to January 2020. Vice President
and General Manager of Mexico from January 2016 to August 2018. Vice President Latin America
Marketing and Chief of Staff from October 2009 to January 2016.
50 Senior Vice President and Chief Accounting Officer since August 2018. Vice President and Director
Finance (North America Region) from 2015 to August 2018. Director NAR Division Finance (North
America Region) from 2013 to 2015. Director Business Planning and Analytics (North America
Region) from 2012 to 2013.
Ralph E. de
Chabert
73 Senior Vice President, Chief Diversity Inclusion and Global Community Relations Officer since March
2019. Senior Vice President and Chief Diversity Officer from December 2007 to February 2019.
Kirsten M. Hawley 50 Senior Vice President, Chief Human Resources and Corporate Communications Officer since March
2019. Senior Vice President and Chief Human Resources Officer from February 2015 to February
2019. Senior Vice President and Director of Human Resources Business Partnerships from 2013 to
2015. Vice President and Director of Organization and Leader Development from 2011 to 2013.
Assistant Vice President and Director of Employee Engagement from 2009 to 2011.
John V. Hayes
Thomas Hinrichs
60 Senior Vice President, President, U.S.A. and Canada since June 2018. Senior Vice President, Chief
Marketing Officer of Brown-Forman Brands from February 2015 to June 2018. Senior Vice President,
Managing Director Jack Daniel’s from 2011 to 2015. Senior Vice President, Managing Director
Herradura from 2007 to 2011.
58 Senior Vice President, President, International Division since June 2018. Senior Vice President and
President for Europe, North Asia, and ANZSEA from February 2015 to June 2018. Senior Vice President
and Managing Director for Europe from 2013 to 2015. Senior Vice President and Managing Director
for Greater Europe and Africa from 2006 to 2013.
Available Information
Our website address is www.brown-forman.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and any amendments to these reports are available free of charge on our website as soon as reasonably
practicable after we electronically file those reports with the Securities and Exchange Commission (SEC). The information provided
on our website is not part of this report, and is therefore not incorporated by reference into this report or any other filing we make
with the SEC, unless that information is otherwise specifically incorporated by reference.
On our website, we have posted our Code of Conduct that applies to all our directors and employees, and our Code of Ethics
that applies specifically to our senior financial officers. If we amend or waive any of the provisions of our Code of Conduct or
our Code of Ethics applicable to our principal executive officer, principal financial officer, or principal accounting officer that
relates to any element of the definition of “code of ethics” enumerated in Item 406(b) of Regulation S-K under the Securities Act
of 1934 Act, as amended, we intend to disclose these actions on our website. We have also posted on our website our Corporate
Governance Guidelines and the charters of our Audit Committee, Compensation Committee, Corporate Governance and
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Nominating Committee, and Executive Committee of our Board of Directors. Copies of these materials are also available free of
charge by writing to our Secretary, 850 Dixie Highway, Louisville, Kentucky 40210 or emailing Secretary@b-f.com.
Item 1A. Risk Factors
We believe the following discussion identifies the most significant risks and uncertainties that could adversely affect our business.
If any of the following risks were actually to occur, our business, results of operations, cash flows, or financial condition could be
materially and adversely affected. Additional risks not currently known to us, or that we currently deem to be immaterial, could
also materially and adversely affect our business, results of operations, cash flows, or financial condition.
Our business faces various risks related to health epidemics and pandemics, including the COVID-19 pandemic and similar
outbreaks, which could materially and adversely affect our business, our operations, our cash flows, and our financial results.
Our business, operations, cash flows, and financial results could be negatively impacted by health epidemics, pandemics, and
similar outbreaks. The COVID-19 pandemic could have negative impacts, such as (i) a global or U.S. recession or other economic
crisis; (ii) credit and capital markets volatility (and access to these markets, including by our suppliers and customers); (iii)
significant volatility in demand for our products, including our premium and super-premium products; (iv) 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; (v) changes in behavior and preferences, including trading down to
lower-priced products; and (vi) disruptions in our manufacturing operations, or in our distribution and supply chain. Furthermore,
we have been impacted in markets where, in connection with other government actions taken to slow the spread of the COVID-19
pandemic, liquor sales have been restricted or banned outright such as in the state of Pennsylvania in the United States, and in
South Africa, India, and other Asian countries. In addition, we may incur increased costs and otherwise be negatively affected if
a significant portion of our workforce (or the workforces within our distribution or supply chain) is unable to work or work
effectively, including because of illness, unavailability of personal protective equipment, quarantines, “stay at home” orders, social
distancing requirements, other government action, facility closures, or other restrictions.
The impact of the COVID-19 pandemic depends on factors beyond our knowledge or control, including the duration and severity
of the outbreak and actions taken to contain its spread and mitigate the public health effects and its short- and long-term impacts
on the economy, unemployment, consumer confidence, and the financial health of our distributors, customers, and suppliers. At
this time, we cannot predict with certainty the impact of the COVID-19 pandemic on our business or our future financial or
operational results; however, the impact could be material over time. For further discussion on the impact of the COVID-19
pandemic on our business and financial results, see “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Significant Developments - COVID-19.”
Our global business is subject to commercial, political, and financial risks.
Our products are sold in more than 170 countries; accordingly, we are subject to risks associated with doing business globally,
including commercial, political, and financial risks. In addition, we are subject to potential business disruption caused by military
conflicts; potentially unstable governments or legal systems; civil or political upheaval or unrest; local labor policies and conditions;
possible expropriation, nationalization, or confiscation of assets; problems with repatriation of foreign earnings; economic or trade
sanctions; closure of markets to imports; anti-American sentiment; terrorism or other types of violence in or outside the United
States; and health pandemics (such as COVID-19). If shipments of our products - particularly Jack Daniel’s Tennessee Whiskey
- to our global markets were to experience significant disruption due to these risks or for other reasons, it could have a material
adverse effect on our financial results.
For example, in 2018, the United States imposed tariffs on steel and aluminum. In response, a number of countries imposed
retaliatory tariffs on U.S. imports, including on our American whiskey products. Such retaliatory tariffs, which remain in place,
have negatively affected our results of operations through lower net sales and higher cost of sales. Any further deterioration of
economic relations between the United States and other countries or any increase in tariffs, custom duties or other restrictions or
barriers on imports and exports could result in the limited availability of our products and prompt consumers to seek alternative
products or in an increase in the price of our products and to the extent that we absorb the costs of tariffs, result in lower net sales
or higher costs of sales. For example, the European Union plans the doubling of current retaliatory tariffs by June 2021 if there is
no resolution of the economic relations with the United States. Furthermore, uncertainty related to the future of the European
Union may affect our business and financial performance in Europe. On January 31, 2020, the United Kingdom left the European
Union (Brexit), and, until a trade deal between the United Kingdom and the European Union is finalized, we face economic and
political uncertainty related to the negotiation of any such successor trading arrangement as well as volatility in exchange rates,
risk to supply chains across the European Union, restrictions on the mobility of employees and consumers, or changes to customs
duties, tariffs, or industry specific requirements and regulations. In addition, any new trade barriers, sanctions, tariffs, or any
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retaliatory measures in response to the foregoing could materially and adversely affect our operations. Our success will depend,
in part, on our ability to overcome the challenges we encounter with respect to these risks and other factors affecting U.S. companies
with global operations.
A failure to comply with anti-corruption laws, trade sanctions and restrictions, or similar laws or regulations may have a
material adverse effect on our business and financial results.
We are a global company that markets and sells our products in over 170 countries. Some of the countries where we do business
have a higher risk of corruption than others. While we are committed to doing business in accordance with applicable anti-corruption
laws, trade sanctions and restrictions, and other similar laws and regulations, along with our Code of Conduct, Code of Ethics for
Senior Financial Officers, and our other policies, we remain subject to the risk that an employee, or one of our many business
partners, may take action determined to be in violation of international trade, money laundering, anti-corruption, or other laws,
sanctions, or regulations, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, or equivalent local
laws. Because the COVID-19 pandemic has so negatively impacted local economies, government intervention in local economies
and businesses has increased, which in turn can create elevated risk and opportunity for corruption. Any determination that our
operations or activities are not in compliance with applicable laws or regulations, particularly those related to anti-corruption and
international trade, could result in investigations, interruption of business, loss of business partner relationships, suspension or
termination of licenses and permits (our own or those of our partners), imposition of fines, legal or equitable sanctions, negative
publicity, and management distraction. Further, our continued compliance with applicable anti-corruption or other laws or
regulations, our Code of Conduct, Code of Ethics for Senior Financial Officers, and our other policies could result in higher
operating costs.
Fluctuations in foreign currency exchange rates relative to the U.S. dollar could have a material adverse effect on our financial
results.
The more we expand our business globally, the more foreign currency exchange rate fluctuations relative to the U.S. dollar influence
our financial results. In many markets outside the United States, we sell our products and pay for some goods, services, and talent
primarily in local currencies. Because our foreign currency revenues exceed our foreign currency expense, we have a net exposure
to changes in the value of the U.S. dollar relative to those currencies. Over time, our reported financial results will be hurt by a
stronger U.S. dollar and improved by a weaker one. We do not attempt to hedge all of our foreign currency exposure. We attempt
to hedge a portion of our foreign currency exposure through the use of foreign currency derivatives or other means; however, even
in those cases, we may not succeed in fully eliminating our foreign currency exposure. For details on how foreign exchange affects
our business, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk - Foreign currency exchange rate risk.”
National and local governments may adopt regulations or undertake investigations that could limit our business activities or
increase our costs.
Our business is subject to extensive regulatory requirements regarding production, exportation, importation, marketing and
promotion, labeling, distribution, pricing, and trade practices, among others. Changes in laws, regulatory measures, or governmental
policies, or the manner in which current ones are interpreted, could cause us to incur material additional costs or liabilities, and
jeopardize the growth of our business in the affected market. Specifically, governments may prohibit, impose, or increase limitations
on advertising and promotional activities, or times or locations where beverage alcohol may be sold or consumed, or adopt other
measures that could limit our opportunities to reach consumers or sell our products. Certain countries historically have banned all
television, newspaper, magazine, and digital commerce/advertising for beverage alcohol products. Increases in regulation of this
nature could substantially reduce consumer awareness of our products in the affected markets and make the introduction of new
products more challenging.
Additional regulation in the United States and other countries addressing climate change, use of water, and other environmental
issues could increase our operating costs. Increasing regulation of fuel emissions could increase the cost of energy, including fuel,
required to operate our facilities or transport and distribute our products, thereby substantially increasing the production, distribution,
and supply chain costs associated with our products.
Unfavorable economic conditions could negatively affect our operations and results.
Unfavorable global or regional economic conditions could adversely affect our business and financial results. In particular, a
significant deterioration in economic conditions, due to the COVID-19 pandemic or otherwise, including economic slowdowns
or recessions, increased unemployment levels, inflationary pressures and/or disruptions to credit and capital markets, could lead
to decreased consumer confidence and consumer spending more generally, thus reducing consumer demand for our products.
Unfavorable economic conditions could also cause governments to increase taxes on beverage alcohol to attempt to raise revenue,
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reducing consumers’ willingness to make discretionary purchases of beverage alcohol products or pay for premium brands such
as ours. In unfavorable economic conditions, such as those reflected in the current unprecedented levels of unemployment in the
United States, consumers may make more value-driven and price-sensitive purchasing choices and drink more at home rather than
at restaurants, bars, and hotels, which tend to favor many of our premium and super-premium products, which negatively impacts
our operating margins.
Unfavorable economic conditions could also adversely affect our suppliers, distributors, and retailers, who in turn could experience
cash flow problems, more costly or unavailable financing, credit defaults, and other financial hardships. For example, due to the
COVID-19 pandemic and its resulting economic impact, we have received requests for credit extensions from some of our
distributors as the financial health of such distributors may have been negatively impacted. This could lead to distributor or retailer
destocking, disruption in raw material supply, increase in bad debt expense, or cause us to increase the levels of unsecured credit
that we provide to customers. Other potential negative consequences to our business from unfavorable economic conditions include
higher interest rates, an increase in the rate of inflation, deflation, exchange rate fluctuations, credit or capital market instability,
or lower returns on pension assets or lower discount rates for pension obligations (possibly requiring higher contributions to our
pension plans). For additional details on the effects of COVID-19 on our operations and financial results, see “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Significant Developments - COVID-19.”. For details
on the effects of changes in the value of our benefit plan obligations and assets on our financial results, see Note 9 to the Consolidated
Financial Statements in “Item 8. Financial Statements and Supplementary Data.”
Tax increases and changes in tax rules could adversely affect our financial results.
Our business is sensitive to changes in both direct and indirect taxes. As a multinational company based in the United States, we
are more exposed to the impact of U.S. tax changes than most of our major competitors, especially those that affect the effective
corporate income tax rate.
New tax rules, accounting standards, or pronouncements, and changes in interpretation of existing rules, standards, or
pronouncements could also have a material adverse effect on our business and financial results. This includes potential changes
in tax rules or the interpretation of tax rules arising out of the Base Erosion & Profit Shifting project initiated by the Organization
for Economic Co-operation and Development, as well as changes in the interpretation of tax rules arising out of the European
Union State Aid investigations.
Our business operations are also subject to numerous duties or taxes that are not based on income, sometimes referred to as “indirect
taxes.” These indirect taxes include excise taxes, sales or value-added taxes, property taxes, payroll taxes, import and export duties,
and tariffs. Increases in or the imposition of new indirect taxes on our operations or products would increase the cost of our products
or, to the extent levied directly on consumers, make our products less affordable, which could negatively affect our financial results
by reducing purchases of our products and encouraging consumers to switch to lower-priced or lower-taxed product categories.
As governmental entities look for increased sources of revenue, they may increase taxes on beverage alcohol products. In fiscal
2020, we have observed excise tax increases in Australia, Poland, and Czech Republic.
Our business performance is substantially dependent upon the continued health of the Jack Daniel’s family of brands.
The Jack Daniel’s family of brands is the primary driver of our revenue and growth. Jack Daniel’s is an iconic global trademark
with a loyal consumer fan base, and we invest much effort and many resources to protect and preserve the brand’s reputation for
authenticity, craftsmanship, and quality. A brand’s reputational value is based in large part on consumer perceptions, and even an
isolated incident that causes harm - particularly one resulting in widespread negative publicity - could adversely influence these
perceptions and erode consumer trust and confidence in the brand. Significant damage to the brand equity of Jack Daniel’s would
adversely affect our business. Given the importance of Jack Daniel’s to our overall success, a significant or sustained decline in
volume or selling price of our Jack Daniel’s products, as a result of negative publicity or otherwise, would have a negative effect
on our financial results. Additionally, should we not be successful in our efforts to maintain or increase the relevance of the Jack
Daniel’s brand to current and future consumers, our business and operating results could suffer. For details on the importance of
the Jack Daniel’s family of brands to our business, see “Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Results of Operations - Fiscal 2020 Brand Highlights.”
Changes in consumer preferences and purchases, any decline in the social acceptability of our products, or governmental
adoption of policies disadvantageous to beverage alcohol could negatively affect our business results.
We are a branded consumer products company in a highly competitive market, and our success depends substantially on our
continued ability to offer consumers appealing, high-quality products. Consumer preferences and purchases may shift, often in
unpredictable ways, due to several factors, including health and wellness trends; changes in economic conditions, demographic,
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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 marijuana use on a more widespread basis within the United States, Canada,
or elsewhere; and changes in trends related to travel, leisure, dining, gifting, entertaining, and beverage consumption trends.
Consumers may begin to shift their consumption and purchases of our premium and super-premium products, more commonly
found in on-premise establishments, in favor of off-premise purchases or away from alcoholic beverages entirely. This includes
consumption at home as a result of various factors, including shifts in social trends, proliferation of smoking bans, and stricter
laws relating to driving while under the influence of alcohol, as well as shifts to purchases of our products to e-commerce retailers.
These shifts in consumption and purchasing channels, which could adversely impact our profitability, have accelerated during the
COVID-19 pandemic and the resulting quarantines, “stay at home” orders, travel restrictions, retail, restaurant, bar, and hotel
closures, social distancing requirements, and other government action. Consumers also may begin to prefer the products of
competitors or may generally reduce their demand for brands produced by larger companies. Over the past several years, the
number of small, local distilleries in the United States has grown significantly. This is being driven by a trend of consumers showing
increasing interest in locally produced, regionally sourced products. As more brands enter the market, increased competition could
negatively affect demand for our premium and super-premium American whiskey brands, including Jack Daniel’s. In addition, we
could experience unfavorable business results if we fail to attract consumers from diverse backgrounds and ethnicities in all markets
where we sell our products. To continue to succeed, we must anticipate or react effectively to shifts in demographics, consumer
behavior, consumer preferences, drinking tastes, and drinking occasions.
Our long-term plans call for the continued growth of the Jack Daniel’s family of brands. In particular, we plan to expand sales of
Jack Daniel’s Tennessee Apple internationally. If these plans do not succeed, or if we otherwise fail to develop or implement
effective business, portfolio, and brand strategies, our growth, business, or financial results could suffer. More broadly, if consumers
shift away from spirits (particularly brown spirits such as American whiskey and bourbon), our premium-priced brands, or our
RTD products, our financial results could be adversely affected.
We believe that new products, line extensions, label and bottle changes, product reformulations, and similar product innovations
by both our competitors and us will compete increasingly for consumer drinking occasions. Product innovation, particularly for
our core brands, such as our launch of Jack Daniel’s Tennessee Apple, is a significant element of our growth strategy; however,
there can be no assurance that we will continue to develop and implement successful line extensions, packaging, formulation or
flavor changes, or new products. Unsuccessful implementation or short-lived popularity of our product innovations could result
in inventory write-offs and other costs, reduction in profits from one year to the next, and also could damage consumers’ perception
of the brand family. Our inability to attract consumers to our product innovations relative to our competitors’ products - especially
over time - could negatively affect our growth, business, and financial results.
Our ability to market and sell our products depends heavily on societal attitudes toward drinking and governmental policies that
both flow from and affect those attitudes. In recent years, increased social and political attention has been directed at the beverage
alcohol industry. For example, there remains continued attention focused largely on public health concerns related to alcohol abuse,
including drunk driving, underage drinking, and the negative health impacts of the abuse and misuse of beverage alcohol. While
most people who drink enjoy alcoholic beverages in moderation, it is commonly known and well reported that excessive levels
or inappropriate patterns of drinking can lead to increased risk of a range of health conditions and, for certain people, can result
in alcohol dependence. Some academics, public health officials, and critics of the alcohol industry in the United States, Europe,
and other parts of the world continue to seek governmental measures to make beverage alcohol more expensive, less available, or
more difficult to advertise and promote. If future scientific research indicates more widespread serious health risks associated with
alcohol consumption - particularly with moderate consumption - or if for any reason the social acceptability of beverage alcohol
declines significantly, sales of our products could decrease.
Production facility disruption could adversely affect our business.
Some of our largest brands, including Jack Daniel’s, Finlandia Vodka, and our tequilas, are distilled at single locations. A catastrophic
event causing physical damage, disruption, or failure at any one of our major distillation or bottling facilities, including facilities
that support the production of our premium brands such as Woodford Reserve and Old Forester, could adversely affect our business.
Further, because whiskeys 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. The loss of a substantial amount of aged inventory - through fire, other
natural or man-made disaster, contamination, or otherwise - could significantly reduce the supply of the affected product or products.
A consequence of any of these or other supply or supply chain disruptions, including the temporary inability to produce our products
due to the closure or lower production levels at one or more of our major distillation or bottling facilities, or at our suppliers as a
result of COVID-19, could prevent us from meeting consumer demand for the affected products for a period of time in the near-
term as well as in the long-term due to the nature of our aged products. In addition, insurance proceeds may be insufficient to cover
the replacement value of our inventory of maturing products and other assets if they were to be lost. Disaster recovery plans may
not prevent business disruption, and reconstruction of any damaged facilities could require a significant amount of time.
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The inherent uncertainty in supply/demand forecasting could adversely affect our business, particularly with respect to our
aged products.
There is an inherent risk of forecasting imprecision in determining the quantity of aged and maturing products to produce and hold
in inventory in a given year for future sale. The forecasting strategies we use to balance product supply with fluctuations in consumer
demand may not be effective for particular years or products. For example, in addition to our American, Canadian, and Irish
whiskeys and some tequilas, which are aged for various periods, our Scotch whisky brands and distilleries including The
GlenDronach, BenRiach, and Glenglassaugh require long-term maturation on average of 12 years with limited releases of 30 years
or more, making forecasts of demand for such products in future periods subject to significant uncertainty. Factors that affect our
ability to forecast accurately include changes in business strategy, market demand, consumer preferences, macroeconomic
conditions, introductions of competing products, and other changes in market conditions such as the COVID-19 pandemic and its
resulting economic impacts. Any forecasting error could lead to our inability to meet the objectives of our business strategy, failure
to meet future demand, or a future surplus of inventory and consequent write-down in value of raw materials or finished goods.
If we are unable to accurately forecast demand for our products or efficiently manage inventory, this may have a material adverse
effect on our business and financial results. Further, we cannot be certain that we will be successful in using various levers, such
as pricing changes, to create the desired balance of available supply and consumer demand for particular years or products. As a
consequence, we may be unable to meet consumer demand for the affected products for a period of time. Furthermore, not having
our products in the market on a consistent basis may adversely affect our brand equity and future sales.
Higher costs or unavailability of materials could adversely affect our financial results, as could our inability to obtain certain
finished goods or to sell used materials.
Our products use materials and ingredients that we purchase from suppliers. Our ability to make and sell our products depends
upon the availability of the raw materials, product ingredients, finished products, wood, glass and PET bottles, cans, bottle closures,
packaging, and other materials used to produce and package them. 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 supplies most of our glass requirements. In addition, if we were to experience a disruption in
the supply of American white oak logs to produce the new charred oak barrels in which we age our whiskeys, our production
capabilities would be compromised. If any of our key suppliers were no longer able to meet our timing, quality, or capacity
requirements, ceased doing business with us, or significantly raised prices, and we could not promptly develop alternative cost-
effective sources of supply or production, our operations and financial results could suffer. For example, in connection with the
COVID-19 pandemic, disruptions in our manufacturing operations or in our distribution or supply chain, such as with our neutral
spirits supplier in France for our Jack Daniel’s flavored whiskies, due to illness, quarantines, “stay at home” orders, social distancing
requirements, and other government actions could adversely affect our ability to manufacture our products.
Higher costs or insufficient availability of suitable grain, agave, water, grapes, wood, glass, closures, and other input materials, or
higher associated labor costs or insufficient availability of labor, may adversely affect our financial results. Similarly, when energy
costs rise, our transportation, freight, and other operating costs, such as distilling and bottling expenses, also may increase. Our
freight cost and the timely delivery of our products could be adversely affected by a number of factors that could reduce the
profitability of our operations, including driver shortages, higher fuel costs, weather conditions, traffic congestion, increased
government regulation, and other matters. Our financial results may be adversely affected if we are not able to pass along energy
and freight cost increases through higher prices to our customers without reducing demand or sales.
International or domestic geopolitical or other events, including the imposition of any tariffs or quotas by governmental authorities
on any raw materials that we use in the production of our products, could adversely affect the supply and cost of these raw materials
to us. If we cannot offset higher raw material costs with higher selling prices, increased sales volume, or reductions in other costs,
our profitability could be adversely affected.
Weather, the effects of climate change, fires, diseases, and other agricultural uncertainties that affect the mortality, health, yield,
quality, or price of the various raw materials used in our products also present risks for our business, including in some cases
potential impairment in the recorded value of our inventory. Changes in weather patterns or intensity can disrupt our supply chain
as well, which may affect production operations, insurance costs and coverage, and the timely delivery of our products.
Water is an essential component of our products, so the quality and quantity of available water is important to our ability to operate
our business. If droughts become more common or severe, or if our water supply were interrupted for other reasons, high-quality
water could become scarce in some key production regions for our products, including Tennessee, Kentucky, California, Finland,
Canada, Mexico, Scotland, and Ireland, which in turn could adversely affect our business and financial results.
19
Our ability to sell used barrels for reuse may be affected by fluctuations in the market. For example, lower prices, increased
competitive supply of used barrels, and weaker demand from Irish and blended scotch industry buyers may make it difficult to
sell our used barrels at sustainable prices and quantities, which could negatively affect our financial results.
Significant additional labeling or warning requirements or limitations on the availability of our products could inhibit sales
of affected products.
Various jurisdictions have adopted or may seek to adopt significant additional product labeling or warning requirements or
limitations on the availability of our products relating to the content or perceived adverse health consequences of some of our
products. Several such labeling regulations or laws require warnings on any product with substances that the jurisdiction lists as
potentially associated with cancer or birth defects. Our products already raise health and safety concerns for some regulators, and
heightened requirements could be imposed. If additional or more severe requirements of this type are imposed on one or more of
our major products under current or future health, environmental, or other laws or regulations, they could inhibit sales of such
products. Further, we cannot predict whether our products will become subject to increased rules and regulations, which, if enacted,
could increase our costs or adversely impact sales. For example, advocacy groups in Australia and the United Kingdom have called
for the consideration of requiring the sale of alcohol in plain packaging with more comprehensive health warnings in an effort to
change drinking habits in those countries. These studies could result in additional governmental regulations concerning the
production, marketing, labeling, or availability of our products, any of which could damage our reputation, make our premium
brands unrecognizable, or reduce demand of our products, which could adversely affect our profitability.
We face substantial competition in our industry, including many new entrants into spirits; and consolidation among beverage
alcohol producers, wholesalers, and retailers, or changes to our route-to-consumer model, could hinder the marketing, sale,
or distribution of our products.
We use different business models to market and distribute our products in different countries around the world. In the United States,
we sell our products either to distributors for resale to retail outlets or e-commerce retailers or, in those states that control alcohol
sales, to state governments who then sell them to retail customers and consumers. In our non-U.S. markets, we use a variety of
route-to-consumer models - including, in many markets, reliance on others to market and sell our products. Consolidation among
spirits producers, distributors, wholesalers, suppliers, or retailers and the increased growth and popularity of the e-commerce retail
environment across the consumer product goods market, which has accelerated during the COVID-19 pandemic and the resulting
quarantines, “stay at home” orders, travel restrictions, retail store closures, social distancing requirements, and other government
action, could create a more challenging competitive landscape for our products. Consolidation at any level could hinder the
distribution and sale of our products as a result of reduced attention and resources allocated to our brands both during and after
transition periods, because our brands might represent a smaller portion of the new business portfolio. Furthermore, consolidation
of distributors may lead to the erosion of margins as newly consolidated distributors take down prices. Changes in distributors’
strategies, including a reduction in the number of brands they carry, the allocation of shelf space for our competitors’ brands, or
private label products, may adversely affect our growth, business, financial results, and market share. Expansion into new product
categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product categories.
Changes to our route-to-consumer models or partners in important markets could result in temporary or longer-term sales disruption,
could result in higher costs, and could negatively affect other business relationships we might have with that partner. Disruption
of our distribution network or fluctuations in our product inventory levels at distributors, wholesalers, or retailers could negatively
affect our results for a particular period. Further, while we believe we have sufficient scale to succeed relative to our major
competitors, we nevertheless face a risk that continuing consolidation of large beverage alcohol companies could put us at a
competitive disadvantage.
Our competitors may respond to industry and economic conditions more rapidly or effectively than we do. Other suppliers, as well
as wholesalers and retailers of our brands, offer products that compete directly with ours for shelf space, promotional displays,
and consumer purchases. Pricing (including price promotions, discounting, couponing, and free goods), marketing, new product
introductions, entry into our distribution networks, and other competitive behavior by other suppliers, and by wholesalers and
traditional and e-commerce retailers, could adversely affect our growth, business, and financial results. While we seek to take
advantage of the efficiencies and opportunities that large retail customers can offer, they often seek lower pricing and purchase
volume flexibility, offer competing private label products, and represent a large number of other competing products. If the buying
power of these large retail customers continues to increase, it could negatively affect our financial results.
We might not succeed in our strategies for acquisitions and dispositions.
From time to time, we acquire or invest in additional brands or businesses. We expect to continue to seek acquisition and investment
opportunities that we believe will increase long-term shareholder value, but we may not be able to find and purchase brands or
20
businesses at acceptable prices and terms. Acquisitions involve risks and uncertainties, including potential difficulties integrating
acquired brands and personnel; the possible loss of key customers or employees most knowledgeable about the acquired business;
implementing and maintaining consistent U.S. public company standards, controls, procedures, policies, and information systems;
exposure to unknown liabilities; business disruption; and management distraction. Acquisitions, investments, or joint ventures
could also lead us to incur additional debt and related interest expenses, issue additional shares, and result in a reduction in our
earnings per share and a decrease on our average invested capital. We could incur future restructuring charges or record impairment
losses on the value of goodwill or other intangible assets resulting from previous acquisitions, which may also negatively affect
our financial results.
We also evaluate from time to time the potential disposition of assets or businesses that may no longer meet our financial or strategic
objectives. In selling assets or businesses, we may not get prices or terms as favorable as we anticipated. We could also encounter
difficulty in finding buyers on acceptable terms in a timely manner, which could delay our accomplishment of strategic objectives.
Expected cost savings from reduced overhead relating to the sold assets may not materialize, and the overhead reductions could
temporarily disrupt our other business operations. Any of these outcomes could negatively affect our financial results.
Counterfeiting or inadequate protection of our intellectual property rights could adversely affect our business prospects.
Our brand names, trademarks, and related intellectual property rights are critical assets, and our business depends on our protecting
them online and in the countries where we do business. We may not succeed in protecting our intellectual property rights in a given
market or in challenging those who infringe our rights or imitate or counterfeit our products. Although we believe that our intellectual
property rights are legally protected in the markets where we do business, the ability to register and enforce intellectual property
rights varies from country to country. In some countries, for example, it may be more difficult to successfully stop counterfeiting
or look-alike products, either because the law is inadequate or, even though satisfactory legal options may exist, it may be difficult
to obtain and enforce sanctions against counterfeiters. We may not be able to register our trademarks in every country where we
want to sell a particular product, and we may not obtain favorable decisions by courts or trademark offices.
Many global spirits brands, including some of our brands, experience problems with product counterfeiting and other forms of
trademark infringement. We combat counterfeiting by working with other companies in the spirits industry through our membership
in the Alliance Against Counterfeit Spirits (AACS) and with brand owners in other industries via our membership in React, an
anti-counterfeiting network organization. While we believe AACS and React are effective organizations, they are not active in
every market, and their efforts are subject to obtaining the cooperation of local authorities and courts in the markets where they
are active. Despite the efforts of AACS, React, and our own teams, lower-quality and counterfeit products that could be harmful
to consumers could reach the market and adversely affect our intellectual property rights, brand equity, corporate reputation, and
financial results. In addition, the industry as a whole could suffer negative effects related to the manufacture, sale, and consumption
of illegally produced beverage alcohol. In connection with the COVID-19 pandemic and its resulting economic impacts, government
actions and interventions in local economies and businesses may create an elevated risk and opportunity for counterfeiting.
Product recalls or other product liability claims could materially and adversely affect our sales.
The success of our brands depends upon the positive image that consumers have of them. We could decide to or be required to
recall products due to suspected or confirmed product contamination, product tampering, spoilage, or other quality issues. Any of
these events could adversely affect our financial results. Actual contamination, whether deliberate or accidental, could lead to
inferior product quality and even illness, injury, or death to consumers, potential liability claims, and material loss. Should a product
recall become necessary, or we voluntarily recall a product in the event of contamination, damage, or other quality issue, sales of
the affected product or our broader portfolio of brands could be adversely affected. A significant product liability judgment or
widespread product recall may negatively impact sales and our business and financial results. Even if a product liability claim is
unsuccessful or is not fully pursued, resulting negative publicity could adversely affect our reputation with existing and potential
customers and our corporate and brand image.
Litigation and legal disputes could expose our business to financial and reputational risk.
Major private or governmental litigation challenging the production, marketing, promotion, distribution, or sale of beverage alcohol
or specific brands could affect our ability to sell our products. Because litigation and other legal proceedings can be costly to
defend, even actions that are ultimately decided in our favor could have a negative impact on our business reputation or financial
results. Lawsuits have been brought against beverage alcohol companies alleging problems related to alcohol abuse, negative
health consequences from drinking, problems from alleged marketing or sales practices, and underage drinking. While these
lawsuits have been largely unsuccessful in the past, others may succeed in the future. We could also experience employment-
related class actions, environmental claims, commercial disputes, product liability actions stemming from a beverage or container
21
production defect, a whistleblower suit, or other major litigation that could adversely affect our business results, particularly if
there is negative publicity or to the extent the losses or expenses were not covered by insurance.
Governmental actions around the world to enforce trade practice, anti-money-laundering, anti-corruption, competition, tax,
environmental, and other laws are also a continuing compliance risk for global companies such as ours. In addition, as a U.S.
public company, we are exposed to the risk of securities-related class action suits, particularly following a precipitous drop in the
share price of our stock. Adverse developments in major lawsuits concerning these or other matters could result in management
distraction and have a material adverse effect on our business.
A cyber breach, a failure or corruption of one or more of our key information technology systems, networks, processes, associated
sites, or service providers, or a failure to comply with personal data protection laws could have a material adverse impact on
our business.
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, but are not limited to: hosting our internal network and communication systems;
ordering and managing materials from suppliers; supply/demand planning; production; shipping products to customers; hosting
corporate strategic plans and employee data; hosting our branded websites and marketing products to consumers; collecting and
storing customer, consumer, employee, investor, and other data; processing transactions; summarizing and reporting results of
operations; hosting, processing, and sharing confidential and proprietary research, business plans, and financial information;
complying with regulatory, legal, or tax requirements; providing data security; and handling other processes necessary to manage
our business.
Increased IT security threats and more sophisticated cybercrimes and cyberattacks pose a potential risk to the security and availability
of our IT systems, networks, and services, including those that are managed, hosted, provided, or used by third parties, as well as
the confidentiality, availability, and integrity of our data and the data of our customers, consumers, employees, and others. If the
IT systems, networks, or service providers we rely upon fail to function properly, or if we suffer a loss or disclosure of our business
strategy or other sensitive information, due to any number of causes, ranging from catastrophic events to power outages to security
breaches to usage errors by employees and other security issues, we may suffer interruptions in our ability to manage operations
and reputational, competitive, or business harm, which may adversely affect our business operations or financial results. In addition,
such events could result in unauthorized disclosure of material confidential information, and we may suffer financial and reputational
damage because of lost or misappropriated confidential information belonging to us or to our partners, our employees, customers,
suppliers, or consumers. In any of these events, we could also be required to spend significant financial and other resources to
remedy the damage caused by a security breach or to repair or replace networks and IT systems, which could require a significant
amount of time. As a result of the COVID-19 pandemic, a greater number of our employees are working remotely, which may
further increase our vulnerability to the cyber risks described above.
In the ordinary course of our business, we receive, process, transmit, and store information relating to identifiable individuals
(personal data), primarily employees and former employees, but also relating to customers and consumers. As a result, we are
subject to various U.S. federal and state and foreign laws and regulations relating to personal data. These laws have been subject
to frequent changes, and new legislation in this area may be enacted in other jurisdictions at any time, such as, for example, the
California Consumer Protection Act which took effect on January 1, 2020. In the European Union, the General Data Protection
Regulation (GDPR) became effective in May 2018, for all member states and has extraterritorial effect. The GDPR includes
operational requirements for companies receiving or processing personal data of European Union residents that are partially
different from those that had previously been in place and includes significant penalties for noncompliance. The changes introduced
by the GDPR, as well as any other changes to existing personal data protection laws and the introduction of such laws in other
jurisdictions, have subjected and may continue in the future to subject us to, among other things, additional costs and expenses
and have required and may in the future require costly changes to our business practices and security systems, policies, procedures,
and practices. Improper disclosure of personal data in violation of the GDPR and/or of other personal data protection laws could
harm our reputation, cause loss of consumer confidence, subject us to government enforcement actions (including fines), or result
in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or
criminal prosecution, all of which could negatively affect our business and operating results.
Negative publicity could affect our business performance.
Unfavorable publicity, whether accurate or not, related to our industry or to us or our products, brands, marketing, executive
leadership, employees, board of directors, family stockholders, operations, business performance, or prospects could negatively
affect our corporate reputation, stock price, ability to attract and retain high-quality talent, or the performance of our business.
22
Adverse publicity or negative commentary on social media outlets, whether valid or not, particularly any that go “viral,” could
cause consumers to react by avoiding our brands or choosing brands offered by our competitors, which could materially negatively
affect our financial results.
Our failure to attract or retain key executive or diverse employee talent could adversely affect our business.
Our success depends upon the efforts and abilities of our senior management team, other key employees, and our high-quality
employee base, as well as our ability to attract, motivate, reward, and retain them. Difficulties in hiring or retaining key executive
or other employee talent, or the unexpected loss of experienced employees resulting in the depletion of our institutional knowledge
base, could have an adverse impact on our business performance, reputation, financial condition, or results of operations. Given
the changing demographics, changes in immigration laws and policies, and increased demand for talent globally, we, as an American
multinational company, may not be able to find the right people with the right skills, at the right time, and in the right location, to
achieve our business objectives.
The Brown family has the ability to control the outcome of matters submitted for stockholder approval.
We are a “controlled company” under New York Stock Exchange rules. Controlled companies are exempt from New York Stock
Exchange listing standards that require a board composed of a majority of independent directors, a fully independent nominating/
corporate governance committee, and a fully independent compensation committee. We avail ourselves of the exemptions from
having a board composed of a majority of independent directors and a fully independent nominating/corporate governance
committee. Notwithstanding the available exemption, our Compensation Committee is composed exclusively of independent
directors. As a result of our use of some “controlled company” exemptions, our corporate governance practices differ from those
of non-controlled companies, which are subject to all of the New York Stock Exchange corporate governance requirements.
We have two classes of common stock. Our Class A common stock is entitled to full voting powers, including in the elections of
directors, while our Class B common stock may not vote except as provided by the laws of Delaware. We have had two classes
of common stock since 1959, when our stockholders approved the issuance of two shares of Class B non-voting common stock
to every holder of our voting common stock. Such dual-class share structures have increasingly come under the scrutiny of major
indices, institutional investors, and proxy advisory firms, with some calling for the reclassification of non-voting common stock.
A majority of our voting stock is controlled by members of the Brown family, and, collectively, they have the ability to control
the outcome of stockholder votes, including the election of all of our directors and the approval or rejection of any merger, change
of control, or other significant corporate transactions. We believe that having a long-term-focused, committed, and engaged
stockholder base provides us with an important strategic advantage, particularly in a business with aged products and multi-
generational brands. This advantage could be eroded or lost, however, should Brown family members cease, collectively, to be
controlling stockholders of the Company.
We believe that it is in the interests of all stockholders that we remain independent and family-controlled, and we believe the
Brown family stockholders share these interests. Thus, our common stock dual-class share structure, as it has existed since 1959,
is perpetual, and we do not have a sunset provision in our Restated Certificate of Incorporation or By-laws that provides for the
eventual reclassification of the non-voting common stock to voting common stock. However, the Brown family’s interests may
not always be aligned with other stockholders’ interests. By exercising their control, the Brown family could cause the Company
to take actions that are at odds with the investment goals or interests of institutional, short-term, non-voting, or other non-controlling
investors, or that have a negative effect on our stock price. Further, because the Brown family controls the majority of our voting
stock, Brown-Forman might be a less attractive takeover target, which could adversely affect the market price of both our voting
and our non-voting common stock. And the difference in voting rights for our common stock could also adversely and
disproportionately affect the value of our Class B non-voting common stock to the extent that investors view, or any potential
future purchaser of our Company views, the superior voting rights and control represented by the Class A common stock to have
value.
Item 1B. Unresolved Staff Comments
None.
23
Item 2. Properties
Our company-owned production facilities include distilleries, a winery, bottling plants, warehousing operations, sawmills,
cooperages, visitors’ centers, and retail shops. We also have agreements with other parties for contract production in Australia,
Belgium, Brazil, China, Estonia, Finland, Ireland, Latvia, Mexico, the Netherlands, South Africa, the United Kingdom, and the
United States.
In addition to our company-owned production locations and our corporate offices in Louisville, Kentucky, we lease office
space for use in our sales, marketing, and administrative operations in the United States and in over 40 other cities around the
globe. The lease terms expire at various dates and are generally renewable.
Location
Principal Activities
Notes
Significant Properties
United States:
Louisville, Kentucky
Lynchburg, Tennessee
Corporate offices
Distilling, bottling, warehousing
Visitors’ center
Cooperage
Distilling, bottling, warehousing
Visitors’ center
Includes several renovated historic structures
Home of Old Forester
Brown-Forman Cooperage
Home of Jack Daniel’s
Woodford County, Kentucky Distilling, bottling, warehousing
Home of Woodford Reserve
Windsor, California
Trinity, Alabama
Clifton, Tennessee
Stevenson, Alabama
Spencer, Indiana
Jackson, Ohio
International:
Collingwood, Canada1
Cour-Cheverny, France
Amatitán, Mexico
Slane, Ireland
Aberdeenshire, Scotland
Morayshire, Scotland
Newbridge, Scotland
Portsoy, Scotland
Visitors’ center
Vineyards, winery, bottling, warehousing Home of Sonoma-Cutrer
Visitors’ center
Cooperage
Stave and heading mill
Stave and heading mill
Stave and heading mill
Stave and heading mill
Jack Daniel Cooperage
Land is leased from a third party
Distilling, warehousing
Distilling, bottling, warehousing
Distilling, bottling, warehousing
Visitors’ center
Distilling
Visitors’ center
Distilling, warehousing
Visitors’ center
Distilling, warehousing
Visitors’ center
Bottling
Distilling, warehousing
Visitors’ center
Home of Canadian Mist1
Home of Chambord
Home of our tequila brands
Home of Slane Irish Whiskey
Home of Glendronach
Home of BenRiach
Home of Glenglassaugh
1Entered into an agreement on June 12, 2020 to sell this brand and its property to Sazerac Company.
We believe that our facilities are in good condition and are adequate for our business.
Item 3. Legal Proceedings
We operate in a litigious environment and we are sued in the normal course of business. We do not anticipate that any pending
suits will have, individually or in the aggregate, a material adverse effect on our financial position, results of operations, or liquidity.
24
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
Our Class A and Class B common stock is traded on the New York Stock Exchange under the symbols “BFA” and “BFB,”
respectively. As of May 31, 2020, there were 2,552 holders of record of Class A common stock and 5,127 holders of record of
Class B common stock. Because of overlapping ownership between classes, as of May 31, 2020, we had only 5,270 distinct
common stockholders of record.
Equity Compensation Plan Information
The following table summarizes information as of April 30, 2020, about our equity compensation plans under which we
have made grants of stock options, stock appreciation rights, restricted stock, market value units, performance units, or other equity
awards.
Plan Category
Equity compensation plans approved by
Class A common stockholders
Number of Securities
to Be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights1
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights2
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
2,438,446
$38.19
13,513,565
1Includes 1,903,124 Class B common shares to be issued upon exercise of stock-settled stock appreciation rights (SSARs); 132,877 Class B
performance-based restricted stock units (PBRSUs); 156,274 Class A PBRSUs; 169,838 Class A common deferred stock units (DSUs); and
76,333 Class B common DSUs issued under the Brown-Forman 2004 or 2013 Omnibus Compensation Plans. SSARs are exercisable for an
amount of our common stock with a value equal to the increase in the fair market value of the common stock from the date the SSARs were
granted. The fair market value of our common stock at fiscal year-end has been used for the purposes of reporting the number of shares to be
issued upon exercise of the 4,929,581 SSARs outstanding at fiscal year-end.
2RSUs and DSUs have no exercise price because their value depends on continued employment or service over time, and are to be settled for
shares of Class B common stock. Accordingly, these have been disregarded for purposes of computing the weighted-average exercise price.
25
Stock Performance Graph
The graph below compares the cumulative total shareholder return of our Class B common stock for the last five fiscal years
with the Standard & Poor’s 500 Index, the Dow Jones U.S. Consumer Goods Index, and the Dow Jones U.S. Food & Beverage
Index. The information presented assumes an initial investment of $100 on April 30, 2015, 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 2015.
26
Item 6. Selected Financial Data
This selected financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and our Consolidated Financial Statements and the accompanying Notes contained in
“Item 8. Financial Statements and Supplementary Data.”
For Year Ended April 30:
Sales
Excise taxes
Net sales
Gross profit
Operating income
Net income
Weighted average shares (in millions) used to calculate
earnings per share
– Basic
– Diluted
Earnings per share from continuing operations
– Basic
– Diluted
Gross margin
Operating margin
Effective tax rate
Average invested capital
Return on average invested capital
Cash provided by operations
(Dollars in millions, except per share amounts)
2016
2017
2018
2019
2020
$
$
$
$
$
$
$
$
$
$
4,011
922
3,089
2,144
1,556
1,067
507.4
510.7
2.10
2.09
69.4%
50.4%
28.3%
3,221
34.1%
545
$
$
$
$
$
$
$
$
$
$
3,857
863
2,994
2,021
1,010
669
484.6
488.1
1.38
1.37
67.5%
33.8%
28.3%
3,591
19.8%
656
$
$
$
$
$
$
$
$
$
$
4,201
953
3,248
2,202
1,048
717
480.3
484.2
1.49
1.48
67.8%
32.3%
26.6%
3,832
20.0%
653
$
$
$
$
$
$
$
$
$
$
4,276
952
3,324
2,166
1,144
835
479.0
482.1
1.74
1.73
65.2%
34.4%
19.8%
4,125
22.0%
800
$
$
$
$
$
$
$
$
$
$
4,306
943
3,363
2,127
1,091
827
477.8
480.4
1.73
1.72
63.2%
32.4%
18.0%
4,387
20.4%
724
Cash dividends declared per common share
$ 0.5240
$ 0.5640
$ 1.6080
$ 0.6480
$ 0.6806
Dividend payout ratio
25.0%
40.9%
107.8%
37.2%
39.3%
As of April 30:
Total assets
Long-term debt
Total debt
Notes:
$
$
$
4,183
1,230
1,501
$
$
$
4,625
1,689
2,149
$
$
$
4,976
2,341
2,556
$
$
$
5,139
2,290
2,440
$
$
$
5,766
2,269
2,602
1.
Includes the results of Southern Comfort and Tuaca, both of which were sold in March 2016 at a gain of $485 million (pre-tax). Includes the results of
BenRiach since its acquisition in June 2016.
2. Weighted average shares, earnings per share, and cash dividends declared per common share have been adjusted for a 2-for-1 stock split in August 2016
and a 5-for-4 stock split in February 2018.
3.
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Presentation Basis – Non-GAAP Financial Measures”
for details on our use of “return on average invested capital,” including how we calculate this measure and why we think this information is useful to
readers.
4. Cash dividends declared per common share include a special cash dividend of $1.00 in fiscal 2018.
5. We define dividend payout ratio as cash dividends divided by net income.
27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help
the reader better understand Brown-Forman, our operations, our financial results, and our current business environment. Please
read this MD&A in conjunction with our Consolidated Financial Statements and the accompanying Notes contained in “Item 8.
Financial Statements and Supplementary Data” (the Consolidated Financial Statements).
Our MD&A is organized as follows:
Table of Contents
Presentation basis. This MD&A reflects the basis of presentation described in Note 1 “Accounting Policies”
to the Consolidated Financial Statements. In addition, we define statistical and non-GAAP financial measures
that we believe help readers understand our results of operations and the trends affecting our business.
Significant developments. We discuss developments during the most recent two fiscal years. Please read this
section in conjunction with “Item 1. Business,” which provides a general description of our business and strategy.
Executive summary. We discuss (a) fiscal 2020 highlights and (b) our outlook for fiscal 2021, including the
trends, developments, and uncertainties that we expect to affect our business.
Results of operations. We discuss (a) fiscal 2020 results for our largest markets, (b) fiscal 2020 results for our
largest brands, and (c) the causes of year-over-year changes in our statements of operations line items, including
transactions and other items that affect the comparability of our results, for fiscal years 2020 and 2019.
Liquidity and capital resources. We discuss (a) the causes of year-over-year changes in cash flows from
operating activities, investing activities, and financing activities; (b) recent and expected future capital
expenditures; (c) dividends and share repurchases; and (d) our liquidity position, including capital resources
available to us.
Off-balance sheet arrangements.
Long-term obligations.
Critical accounting policies and estimates. We discuss the critical accounting policies and estimates that
require significant management judgment.
Page
28
31
33
35
42
43
44
44
Presentation Basis
Non-GAAP Financial Measures
We use some financial measures in this report that are not measures of financial performance under U.S. generally accepted
accounting principles (GAAP). These non-GAAP measures, defined below, should be viewed as supplements to (not substitutes
for) our results of operations and other measures reported under GAAP. Other companies may not define or calculate these non-
GAAP measures in the same way.
“Underlying change” in measures of statements of operations. We present changes in certain measures, or line items, of the
statements of operations that are adjusted to an “underlying” basis. We use “underlying change” for the following measures of the
statements of operations: (a) underlying net sales; (b) underlying cost of sales; (c) underlying gross profit; (d) underlying advertising
expenses; (e) underlying selling, general, and administrative (SG&A) expenses; (f) underlying other expense (income) net; (g)
underlying operating expenses1; and (h) underlying operating income. To calculate these measures, we adjust, as applicable, for
(a) acquisitions and divestitures, (b) foreign exchange, (c) estimated net changes in distributor inventories, and (d) a non-cash
write-down of the Chambord brand name. We explain these adjustments below.
•
“Acquisitions and divestitures.” This adjustment removes (a) any non-recurring effects related to our acquisitions and
divestitures (e.g., transaction gains or losses, transaction costs, and integration costs), and (b) the effects of operating activity
related to acquired and divested brands for periods not comparable year over year (non-comparable periods). Excluding non-
comparable periods allows us to include the effects of acquired and divested brands only to the extent that results are comparable
year over year.
On July 3, 2019, we acquired 100% of the voting interests in The 86 Company, which owns Fords Gin, for $22 million in
cash. This adjustment removes (a) transaction and integration costs related to the acquisition and (b) operating activity for
the acquired business for the non-comparable period, which is fiscal 2020 activity for The 86 Company. We believe that
these adjustments allow for us to better understand our underlying results on a comparable basis. See Note 12 to the
Consolidated Financial Statements for details.
1Operating expenses include advertising expense, SG&A expense, and other expense (income), net.
28
•
•
•
“Foreign exchange.” We calculate the percentage change in certain line items of the statements of operations in accordance
with GAAP and adjust to exclude the cost or benefit of currency fluctuations. Adjusting for foreign exchange allows us to
understand our business on a constant-dollar basis, as fluctuations in exchange rates can distort the underlying trend both
positively and negatively. (In this report, “dollar” always means the U.S. dollar unless stated otherwise.) To eliminate the
effect of foreign exchange fluctuations when comparing across periods, we translate current-year results at prior-year rates
and remove transactional and hedging foreign exchange gains and losses from current- and prior-year periods.
“Estimated net change in distributor inventories.” This adjustment refers to the estimated net effect of changes in distributor
inventories on changes in certain line items of the statements of operations. For each period compared, we use volume
information from our distributors to estimate the effect of distributor inventory changes in certain line items of the statements
of operations. We believe that this adjustment reduces the effect of varying levels of distributor inventories on changes in
certain line items of the statements of operations and allows us to understand better our underlying results and trends.
“Chambord impairment.” During the fourth quarter of fiscal 2020, we recognized a non-cash impairment charge of $13
million for our Chambord brand name. See “Critical Accounting Policies and Estimates” below and Note 4 to the Consolidated
Financial Statements for details.
We use the non-GAAP measures “underlying change” to: (a) understand our performance from period to period on a consistent
basis; (b) compare our performance to that of our competitors; (c) calculate components of management incentive compensation;
(d) plan and forecast; and (e) communicate our financial performance to the board of directors, stockholders, and investment
community. We provide reconciliations of the “underlying change” in certain line items of the statements of operations to their
nearest GAAP measures in the tables under “Results of Operations - Year-Over-Year Comparisons.” We have consistently applied
the adjustments within our reconciliations in arriving at each non-GAAP measure.
“Return on average invested capital.” This measure refers to the sum of net income and after-tax interest expense, divided by
average invested capital. Average invested capital equals assets less liabilities, excluding interest-bearing debt, and is calculated
using the average of the most recent 13 month-end balances. After-tax interest expense equals interest expense multiplied by one
minus our effective tax rate. We use this non-GAAP measure because we consider return on average invested capital to be a
meaningful indicator of how effectively and efficiently we invest capital in our business.
Definitions
Aggregations.
From time to time, to explain our results of operations or to highlight trends and uncertainties affecting our business, we
aggregate markets according to stage of economic development as defined by the International Monetary Fund (IMF), and we
aggregate brands by spirits category. Below, we define the geographic and brand aggregations used in this report.
Geographic Aggregations.
In “Results of Operations - Fiscal 2020 Market Highlights,” we provide supplemental information for our largest markets
ranked by percentage of total fiscal 2020 net sales. In addition to markets listed by country name, we include the following
aggregations:
•
•
•
•
“Developed International” markets are “advanced economies” as defined by the IMF, excluding the United States. Our largest
developed international markets are the United Kingdom, Germany, Australia, France, Japan, and Canada. This aggregation
represents our net sales of branded products to these markets.
“Emerging” markets are “emerging and developing economies” as defined by the IMF. Our largest emerging markets are
Mexico, Poland, and Russia. This aggregation represents our net sales of branded products to these markets.
“Travel Retail” represents our net sales of branded products to global duty-free customers, other travel retail customers, and
the U.S. military, regardless of customer location.
“Non-branded and bulk” includes our net sales of used barrels, bulk whiskey and wine, and contract bottling, regardless of
customer location.
Brand Aggregations.
In “Results of Operations - Fiscal 2020 Brand Highlights,” we provide supplemental information for our largest brands
ranked by percentage of total fiscal 2020 net sales. In addition to brands listed by name, we include the following aggregations:
29
•
“Whiskey” includes all whiskey spirits and whiskey-based flavored liqueurs, ready-to-drink (RTD), and ready-to-pour products
(RTP). The brands included in this category are the Jack Daniel’s family of brands, the Woodford Reserve family of brands
(Woodford Reserve), Canadian Mist, GlenDronach, BenRiach, Glenglassaugh, the Old Forester family of brands (Old
Forester), Early Times, Slane Irish Whiskey, and Coopers’ Craft.
•
“American whiskey” includes the Jack Daniel’s family of brands, premium bourbons (defined below), super-premium
American whiskey (defined below), and Early Times.
•
•
•
•
“Jack Daniel’s family of brands” includes Jack Daniel’s Tennessee Whiskey (JDTW), Jack Daniel’s RTD and RTP
products (JD RTD/RTP), Jack Daniel’s Tennessee Honey (JDTH), Gentleman Jack, Jack Daniel’s Tennessee Fire
(JDTF), Jack Daniel’s Tennessee Apple (JDTA), Jack Daniel’s Single Barrel Collection (JDSB), Jack Daniel’s
Tennessee Rye Whiskey (JDTR), Jack Daniel’s Sinatra Select, Jack Daniel’s No. 27 Gold Tennessee Whiskey, and
Jack Daniel’s Bottled-in-Bond.
“Jack Daniel’s RTD and RTP” products include all RTD line extensions of Jack Daniel’s, such as Jack Daniel’s &
Cola, Jack Daniel’s Country Cocktails, Jack Daniel’s & Diet Cola, Jack & Ginger, Jack Daniel’s Double Jack,
Gentleman Jack & Cola, Jack Daniel’s Lynchburg Lemonade, Jack Daniel’s American Serve, Jack Daniel’s Tennessee
Honey RTD, Jack Daniel’s Berry, Jack Daniel’s Cider, and the seasonal Jack Daniel’s Winter Jack RTP.
“Premium bourbons” includes Woodford Reserve, Old Forester, and Coopers’ Craft.
“Super-premium American whiskey” includes Woodford Reserve, Gentleman Jack, JDSB, JDTR, Jack Daniel’s
Sinatra Select, and Jack Daniel’s No. 27 Gold Tennessee Whiskey.
“Tequila” includes el Jimador, the Herradura family of brands (Herradura), New Mix, Pepe Lopez, and Antiguo.
“Wine” includes Korbel Champagnes and Sonoma-Cutrer wines.
“Vodka” includes Finlandia.
“Non-branded and bulk” includes our net sales of used barrels, bulk whiskey and wine, and contract bottling, regardless of
customer location.
•
•
•
•
Other Metrics.
•
•
“Depletions.” We generally record revenues when we ship our products to our customers. Depletions is a term commonly
used in the beverage alcohol industry to describe volume. Depending on the context, depletions means either (a) our shipments
directly to retail or wholesale customers for owned distribution markets or (b) shipments from our distributor customers to
retailers and wholesalers in other markets. We believe that depletions measure volume in a way that more closely reflects
consumer demand than our shipments to distributor customers do. In this document, unless otherwise specified, we refer to
depletions when discussing volume.
“Consumer takeaway.” When discussing trends in the market, we refer to consumer takeaway, a term commonly used in the
beverage alcohol industry that refers to the purchase of product by consumers from retail outlets as measured by volume or
retail sales value. This information is provided by third parties, such as Nielsen and the National Alcohol Beverage Control
Association (NABCA). Our estimates of market share or changes in market share are derived from consumer takeaway data
using the retail sales value metric. We believe consumer takeaway is a leading indicator of how consumer demand is trending.
30
Significant Developments
Below we discuss the significant developments in our business during fiscal 2019 and fiscal 2020. These developments relate
to the COVID-19 pandemic (COVID-19), tariffs, innovation, acquisitions and divestitures, and capital deployment.
COVID-19
COVID-19 negatively affected our results beginning in the fourth quarter of fiscal 2020. Year-to-date underlying net sales
for the nine months ended January 31, 2020, grew in the low single digits and were adversely affected by COVID-19 during the
fourth quarter of fiscal 2020. This was largely reflected in both on-premise (representing nearly 20% of our business) and Travel
Retail channels essentially coming to a halt in March and April. Solid off-premise gains across some of our developed markets,
which reflected an increase in at-home consumption, pantry loading, and strong growth in the e-premise channel only partially
offset the on-premise and Travel Retail declines. While the financial impact of COVID-19 on our results is difficult to measure,
it has had an unfavorable impact on our operating income and business operations. We discuss the estimated effect of COVID-19
on our results where relevant below.
Despite the negative effects of COVID-19 on our results in the fourth quarter and the full year, we ended the fiscal year in
a strong financial position, and we believe that our capacity to generate solid operating cash flow remains sound, allowing us to
navigate this crisis as circumstances evolve. Additionally, we have no current or impending shareholder distributions beyond
regular dividends and no maturities of long-term debt until our fiscal 2023. See “Liquidity and Capital Resources” below for
details.
Tariffs
Tariffs negatively affected our results beginning in the second quarter of fiscal 2019, and are expected to continue to have
a negative impact on our results as long as tariffs are in place. While our results for fiscal 2020 were negatively affected by tariffs
as described below, the year-over-year impact began to ease during the third quarter of fiscal 2020.
• Lower net sales. Certain customers paid the incremental costs of tariffs, and we compensated these customers for these
incremental costs by reducing our net prices, which lowered our net sales.
• Higher cost of sales. In markets where we own inventory, we paid the incremental cost of tariffs, which increased our cost of
sales.
The combined effect of these tariff-related costs, whether arising as a reduction of net sales or as an increase in cost of sales,
is hereafter referred to as “tariff-related costs.” We discuss the estimated effect of the tariffs on our results where relevant below.
Innovation
•
Jack Daniel’s family of brands. Innovation within the Jack Daniel’s family of brands has contributed to our growth over the
last two years as described below.
In fiscal 2019, we expanded JDTR to several additional markets including France, Travel Retail, Germany, and Poland,
and we launched Jack Daniel’s Bottled-in-Bond exclusively in Travel Retail.
In fiscal 2020, we launched Jack Daniel’s Tennessee Apple, which was introduced in the United States in the fall of 2019
and a few select international markets in the spring of 2020.
• Other American whiskeys. We continue to capitalize on consumers’ interest in premium-plus whiskey with our wide range
of brands, including Woodford Reserve and Old Forester.
We introduced Woodford Reserve Straight Malt and Woodford Reserve Straight Wheat in fiscal 2019 and fiscal 2020,
respectively.
In fiscal 2019, we introduced Old Forester’s first new grain recipe with the launch of Old Forester Rye.
Acquisitions and Divestitures
• On July 3, 2019, we acquired 100% of the voting interests in The 86 Company, which owns Fords Gin, for $22 million in
cash.
31
Capital Deployment
• Beyond the acquisition described above, we have focused our capital deployment initiatives on (a) enabling the expected
future growth of our existing businesses through investments in our production capacity, barrel whiskey inventory, and brand-
building efforts; and (b) returning cash to our stockholders.
•
Investments. During fiscal 2019 and fiscal 2020, our capital expenditures totaled approximately $230 million and focused on
enabling the growth of our premium whiskey brands:
Jack Daniel’s. We expanded our shipping warehouse facility and built two additional warehouses.
Woodford Reserve. We built two additional new warehouses, to support the brand’s strong growth.
Old Forester. We opened the Old Forester Distillery and visitors’ center on Main Street in Louisville, Kentucky, in the
summer of 2018.
Slane Irish Whiskey. We opened a new distillery in the summer of 2018.
Brown-Forman Cooperage. We invested in the modernization of our cooperage.
• Cash returned to stockholders. During fiscal 2019 and fiscal 2020, we returned $0.8 billion to our stockholders through $0.6
billion in regular quarterly dividends, and $0.2 billion in share repurchases.
32
Executive Summary
Fiscal 2020 Highlights
• We delivered reported net sales of $3.4 billion, an increase of 1% compared to fiscal 2019. Excluding the negative effect of
foreign exchange and an estimated net increase in distributor inventories, underlying net sales were flat. Growth of our premium
bourbon brands, the launch of JDTA, and JD RTDs was offset by declines of JDTW and Finlandia. From a geographic
perspective, the United States was the largest contributor to our underlying net sales. Declines in Travel Retail, developed
international, and emerging markets offset this growth. COVID-19 had a negative impact on our results from both a brand
and geographic perspective.
• We delivered reported operating income of $1.1 billion, a decrease of 5% compared to fiscal 2019. Excluding an estimated
net increase in distributor inventories and the Chambord impairment, underlying operating income declined 6% reflecting
higher input and tariff-related costs (defined above) along with an increase in SG&A expense.
• We delivered diluted earnings per share of $1.72, a decrease of 1% compared to fiscal 2019, as a reduction in reported operating
income was only partially offset by a lower effective tax rate and a decline in non-operating postretirement expense.
• Our return on average invested capital decreased to 20.4% in fiscal 2020, compared to 22.0% in fiscal 2019. This decrease
was driven by higher average invested capital.
Summary of Operating Performance Fiscal 2019 and Fiscal 2020
Fiscal year ended April 30
2019
2020
Net sales
Cost of sales
Gross profit
Advertising
SG&A
Operating income
Total operating expenses2
As a percentage of net sales3
Gross profit
Operating income
Interest expense, net
Effective tax rate
Diluted earnings per share
Return on average invested capital4
$
$
$
$
$
$
$
$
$
$
3,324
1,158
2,166
396
641
1,144
1,022
65.2%
34.4%
80
19.8%
1.73
22.0%
3,363
1,236
2,127
383
642
1,091
1,036
63.2%
32.4%
77
18.0%
1.72
20.4%
2019 vs. 2020
Reported
Change
Underlying
Change1
—%
7%
(3%)
(2%)
1%
(6%)
—%
1%
7%
(2%)
(3%)
—%
(5%)
1%
(2.0pp)
(2.0pp)
(4%)
(1.8pp)
(1%)
(1.6pp)
1See “Non-GAAP Financial Measures” above for details on our use of “underlying change,” including how we calculate these measures and
why we think this information is useful to readers.
2Operating expenses include advertising expense, SG&A expense, and other expense (income), net.
3Year-over-year changes in percentages are reported in percentage points (pp).
4See “Non-GAAP Financial Measures” above for details on our use of “return on average invested capital,” including how we calculate this
measure and why we think this information is useful to readers.
Fiscal 2021 Outlook
Since the COVID-19 pandemic began, we have taken a “People First” approach to this crisis, taking numerous measures
ensuring the health and safety of our employees. We face substantial uncertainty related to the evolving COVID-19 pandemic and
its effect on the global economy. We currently expect no material impact on our ability to make, ship, market, and sell our brands
to our consumers. Our total number of employees has remained essentially unchanged (since COVID-19), and at this time we
33
expect this to continue as we leverage our people resources by reallocating them toward the off-premise channel and the rapidly
growing e-premise channel.
We have increased our focus on the management of our uses of cash, such as reducing spend behind on-premise and global
travel retail activities as well as discretionary spend (including hiring and travel freezes), and deferring certain capital expenditures
and re-prioritizing where necessary, while continuing to invest behind the business where appropriate.
Further, as COVID-19 and its effect on the global economy continues to evolve, we will continue to closely monitor key
developments in our markets, including (a) the stage of recovery, (b) industry and consumer behavior, (c) macroeconomic
conditions, and (d) the timing, likelihood, severity, and restrictions associated with any future waves of COVID-19.
As a result of these uncertainties, we are not able to provide quantitative guidance for fiscal 2021 at this time. From a
qualitative perspective, we believe that the Travel Retail channel will not recover in fiscal 2021, the on-premise channel recovery
will depend on a variety of factors, and emerging markets will likely be slower to recover.
We currently believe that with a strong balance sheet, solid cash flows, and ample liquidity, we will fund ongoing investments
in the business and pay regular dividends. See “Liquidity and Capital Resources” below for details.
34
Results of Operations
Fiscal 2020 Market Highlights
The following table shows net sales results for our ten largest markets, summarized by geographic area, for fiscal 2020
compared to fiscal 2019. We discuss the most significant changes in net sales for each market below the table.
Top 10 Markets
Net Sales % Change vs. 2019
Geographic area1
United States
Developed International
United Kingdom
Germany
Australia
France
Japan
Canada
Rest of Developed International
Emerging
Mexico
Poland
Russia
Rest of Emerging
Travel Retail
Non-branded and bulk
Total
Note: Results may differ due to rounding
% of Fiscal
2020 Net
Sales
Reported
Foreign
Exchange
50%
27%
5%
5%
5%
4%
1%
1%
5%
17%
5%
3%
2%
8%
4%
2%
100%
8%
(2%)
(10%)
8%
(5%)
(1%)
17%
8%
(5%)
(4%)
(7%)
(1%)
6%
(5%)
(11%)
(30%)
1%
—%
1%
2%
(1%)
4%
—%
(2%)
—%
1%
1%
—%
3%
5%
1%
1%
—%
1%
Estimated
Net Chg in
Distributor
Inventories Underlying2
5%
(1%)
(8%)
7%
(1%)
(1%)
1%
—%
(2%)
(1%)
(7%)
2%
8%
(1%)
(10%)
(29%)
—%
(3%)
(1%)
—%
—%
—%
—%
(14%)
(8%)
1%
1%
—%
—%
(3%)
2%
1%
—%
(2%)
1See “Definitions” above for definitions of market aggregations presented here.
2See “Non-GAAP Financial Measures” above for details on our use of “underlying change” in net sales, including how we calculate this measure
and why we believe this information is useful to readers.
Net sales in all of the markets discussed below were adversely affected by COVID-19 during the fourth quarter of fiscal 2020.
See “Significant Developments - COVID-19” above for more information around the impact of COVID-19 on our results.
• The United States, our most important market, represented 50% of our reported net sales, which grew 8% in fiscal 2020.
Underlying net sales increased 5% after adjusting for an estimated net increase in distributor inventories (as a result of
distributors building their inventory levels in April 2020 due to the uncertainty around potential supply chain disruptions
resulting from COVID-19). Underlying net sales were adversely affected by COVID-19 during the fourth quarter largely due
to the closures in the on-premise channel. The underlying net sales gains for the fiscal year were driven by (a) our premium
bourbons, led by Woodford Reserve and Old Forester, supported by strong consumer takeaway trends; and (b) the launch of
JDTA. This growth was partially offset by declines of JDTW, as lower net pricing partly offset an increase in volumes.
• Developed International markets represented 27% of our reported net sales, which declined 2% in fiscal 2020. Underlying
net sales decreased 1%, after adjusting for the negative effect of foreign exchange and an estimated net increase in distributor
inventories. Year-to-date underlying net sales for the nine months ended January 31, 2020, grew in the low single digits and
were adversely affected by COVID-19 during the fourth quarter of fiscal 2020 largely due to the closures in the on-premise
channel. The full-year underlying net sales declines were driven by the United Kingdom, partially offset by growth in Germany.
The United Kingdom’s underlying net sales decline was primarily driven by a planned reduction in promotional activities
for JDTW, which resulted in lower volumes and an unfavorable channel and size mix. COVID-19 had a further adverse
effect on results primarily due to the closures in the on-premise channel.
35
Germany’s underlying net sales growth was fueled by continued volumetric gains of JD RTDs. COVID-19 had an adverse
effect on JDTW primarily due to the closures in the on-premise channel, while JD RTDs continued their strong growth
in the fourth quarter.
Australia’s underlying net sales decline was driven by lower volumes of JD RTDs and JDTW, partially offset by the
volumetric growth of our super-premium American whiskey portfolio. COVID-19 had an adverse effect on results
primarily due to the closures in the on-premise channel as underlying net sales declined in the fourth quarter.
France’s underlying net sales decline was driven by lower volumes and prices of JDTW, partially offset by the volumetric
growth of JDTH along with the launch of JD RTDs. COVID-19 had an adverse effect on results primarily due to the
closures in the on-premise channel in the fourth quarter.
Japan’s underlying net sales growth was driven by higher volumes of Early Times.
Canada’s underlying net sales were flat as favorable price/mix was offset by lower volumes. COVID-19 had an adverse
effect on results in the fourth quarter.
Underlying net sales in the Rest of Developed International decreased primarily due to lower JDTW volumes in Spain,
a heavily on-premise market, as COVID-19 had an adverse effect on results primarily due to the closures in this channel.
• Emerging markets represented 17% of our reported net sales and declined 4% in fiscal 2020. Underlying net sales decreased
1% after adjusting for the negative effect of foreign exchange and an estimated net decrease in distributor inventories. Year-
to-date underlying net sales for the nine months ended January 31, 2020, grew in the mid-single digits and were adversely
affected by COVID-19 during the fourth quarter of fiscal 2020, which drove our underlying net sales down for the fiscal year.
The full-year underlying net sales declines were led by Mexico, partially offset by growth in Turkey, Russia, and China.
Mexico’s underlying net sales declines were driven by lower volumes of New Mix, el Jimador, and JDTW, partially offset
by higher pricing of el Jimador. These declines partly reflect the recessionary economy, and were further negatively
impacted by COVID-19 in the fourth quarter.
Poland’s underlying net sales growth was driven by the volumetric growth of the Jack Daniel’s family of brands led by
JDTW, Gentleman Jack, and JDTH, partially offset by lower volumes and net prices of Finlandia. Tough comparisons
to the fourth quarter of fiscal 2019 along with the adverse effects of COVID-19 negatively impacted full-year growth.
Russia’s underlying net sales growth was driven by higher volumes of JDTW supported by strong consumer demand.
COVID-19 had an adverse effect on results in the fourth quarter.
Underlying net sales in the Rest of Emerging decreased as declines of JDTW in sub-Saharan Africa, Romania, and Chile
were partially offset by growth for the brand in Turkey and China. COVID-19 had an adverse effect on results in these
markets.
• Travel Retail represented 4% of our reported net sales and declined 11% in fiscal 2020. Underlying net sales decreased 10%
after adjusting for the negative effect of foreign exchange and an estimated net decrease in distributor inventories. Year-to-
date underlying net sales for the nine months ended January 31, 2020, declined in the low single digits and were significantly
adversely affected by COVID-19 during the fourth quarter of fiscal 2020 largely reflecting the unprecedented implementation
of travel bans and other restrictions. The full-year underlying net sales decline was driven by lower volumes of JDTW and
Finlandia, partially offset by the volumetric growth of Woodford Reserve.
• Non-branded and bulk represented 2% of our reported net sales and declined 30% in fiscal 2020. Underlying net sales
decreased 29% after adjusting for the negative effect of foreign exchange. Declines were driven by lower volumes and prices
for used barrels along with a decrease in bulk whiskey sales.
36
Fiscal 2020 Brand Highlights
The following table highlights the worldwide results of our largest brands for fiscal 2020 compared to fiscal 2019. We discuss
results of the brands most affecting our performance below the table.
Major Brands
Product category / brand family /
brand1
Whiskey
Jack Daniel’s family of brands
JDTW
JD RTD/RTP
JDTH
Gentleman Jack
JDTF
Other Jack Daniel’s whiskey brands
Woodford Reserve
Tequila
el Jimador
Herradura
Wine
Vodka (Finlandia)
Rest of Portfolio
Non-branded and bulk
Note: Results may differ due to rounding
Volumes
9L
Depletions1
2%
2%
(3%)
4%
6%
7%
(1%)
73%
20%
(7%)
(3%)
1%
(1%)
(9%)
1%
NA
Net Sales % Change vs. 2019
Reported
3%
1%
(3%)
6%
3%
5%
(4%)
58%
23%
5%
8%
11%
—%
(13%)
1%
(30%)
Acquisitions
&
Divestitures
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
—%
(5%)
—%
Estimated Net
Chg in
Distributor
Inventories
Foreign
Exchange
1%
1%
1%
2%
1%
—%
1%
1%
—%
—%
—%
(1%)
—%
1%
3%
—%
(2%)
(2%)
(2%)
(1%)
1%
1%
1%
(17%)
(4%)
(2%)
(3%)
(4%)
—%
1%
(2%)
—%
Underlying2
2%
—%
(4%)
7%
5%
7%
(3%)
41%
19%
2%
5%
7%
(1%)
(12%)
(3%)
(29%)
1See “Definitions” above for definitions of brand aggregations and volume measures presented here.
2See “Non-GAAP Financial Measures” above for details on our use of “underlying change” in net sales, including how we calculate this measure
and why we believe this information is useful to readers.
Net sales for all of the brands discussed below were adversely affected by COVID-19 during the fourth quarter of fiscal 2020.
See “Significant Developments - COVID-19” above for more information around the impact of COVID-19 on our results.
• Whiskey brands grew volumes 2% in fiscal 2020. Reported net sales grew 3%, while underlying net sales increased 2% after
adjusting for the negative effect of foreign exchange and an estimated net increase in distributor inventories. The underlying
net sales gain was driven by Woodford Reserve, the launch of JDTA, and JD RTDs, partially offset by JDTW declines.
The Jack Daniel’s family of brands had flat underlying net sales as (a) the launch of JDTA, (b) growth of JD RTDs in
Germany and the United States, and (c) broad-based geographic gains of JDTH were offset by broad-based declines of
JDTW as COVID-19 had an adverse effect on results primarily due to on-premise and Travel Retail channels essentially
coming to a halt in March and April.
•
JDTW generates a significant percentage of our total net sales and is our top priority. The brand is the largest in the
world priced over $25 per 750 ml per bottle1 and the world’s fourth-largest premium spirits brand measured by
volume.2 During calendar 2019, JDTW grew volume for the 28th consecutive year1 and, among the top five premium
spirits brands on the list, was the only one to grow volume in each of the past five years2 – an achievement that
underscores our belief in the brand’s sustainable appeal and long-term growth potential. Despite these
accomplishments, the brand has experienced a number of challenges, including retaliatory tariffs, primarily in Europe,
and the negative impact of COVID-19 across many of our major markets in the fourth quarter. Underlying net sales
declines of JDTW were broad based, led by decreases in the United Kingdom, the United States, Travel Retail, and
France. These declines were partially offset by growth in Turkey and Russia.
1IWSR, 2019 data.
2Based on industry statistics published by Impact Databank, a well-known U.S. trade publication, in March 2020
37
•
•
JD RTD/RTP increased underlying net sales with volumetric gains in Germany and the United States.
Since its introduction in late fiscal 2011, JDTH has contributed significantly to our net sales growth. JDTH is the
second-largest selling flavored whiskey1 and remains one of the top 25 largest brands in the world priced over $25
per 750 ml bottle.2 Despite the adverse affect of COVID-19 in the fourth quarter, underlying net sales gains for the
brand were broad-based, reflecting higher volumes, particularly in the United States and France.
• Gentleman Jack increased underlying net sales with broad-based volumetric growth led by the United States, Poland,
and Germany.
•
JDTF has been one of the top five largest selling flavored whiskeys since 2015.2 Underlying net sales declines were
driven by lower volumes and unfavorable price/mix in the United States and lower volumes in the on-premise and
Travel Retail channels as COVID-19 had an adverse effect on results in the fourth quarter.
• The increase in underlying net sales for our Other Jack Daniel’s whiskey brands was fueled by the launch of JDTA
in the United States in the fall of 2019.
Woodford Reserve is the leading super-premium American whiskey globally2, and is poised for continued growth as
interest in bourbon continues to increase around the world. The brand was once again selected as an Impact “Hot Brand.”1
The United States is by far the brand’s most important market and was responsible for most of its growth during fiscal
2020. However, the brand continued its momentum outside the United States, growing volumes 16%, led by the United
Kingdom and Travel Retail. We plan to continue devoting substantial resources to Woodford Reserve to support its growth
potential with sustained advertising, including our Kentucky Derby sponsorship, and ongoing capital investments.
• Tequila volumes declined 7% in fiscal 2020, while reported net sales increased 5% and underlying net sales grew 2% after
adjusting for an estimated net increase in distributor inventories. These results were negatively affected by the recessionary
economy in Mexico and the fourth-quarter effect of COVID-19.
el Jimador remains one of the top ten largest selling tequilas measured by volume.2 Underlying net sales growth reflects
higher volumes in the United States, where consumer takeaway trends remained strong, partially offset by lower volumes
in Mexico.
Herradura’s underlying net sales growth was driven by increased volumes, higher prices, and favorable product mix in
the United States. We remain focused on developing Herradura in this important market (which we believe has considerable
potential for growth), strengthening our position in Mexico, and continuing to build our presence in higher-value tequila
markets throughout the world.
• Wine volumes declined 1% in fiscal 2020, while reported net sales were flat and underlying net sales declined 1% after
adjusting for an estimated net increase in distributor inventories. The decrease in underlying net sales was driven by lower
volumes in the United States as COVID-19 had an adverse effect on results in the fourth quarter.
• Finlandia volumes fell 9% in fiscal 2020, while reported net sales decreased 13% and underlying net sales declined 12%
after adjusting for the negative effect of foreign exchange and an estimated net decrease in distributor inventories. The decrease
in underlying net sales was driven by lower volumes and net prices in Poland, along with lower volumes in Travel Retail as
COVID-19 had an adverse effect on results in the fourth quarter.
• Rest of Portfolio volumes increased 1%, while reported net sales increased 1% and underlying net sales declined 3% after
adjusting for (a) the effect of our acquisition of Fords Gin, (b) the negative effect of foreign exchange, and (c) an estimated
net increase in distributor inventories. The decrease in underlying net sales was driven by lower volumes of Chambord in the
United Kingdom as COVID-19 had a further adverse effect on results in the fourth quarter.
• Non-branded and bulk reported net sales declined 30%, while underlying net sales decreased 29% after adjusting for the
negative effect of foreign exchange. Declines were driven by lower volumes and prices for used barrels along with a decrease
in bulk whiskey sales.
1Impact Databank published the Impact’s “Hot Brands - Spirits” list in March 2020.
2IWSR, 2019 data.
38
Year-Over-Year Comparisons
Commentary below compares fiscal 2020 to fiscal 2019 results. A comparison of fiscal 2019 to fiscal 2018 results may be
found in “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our
Annual Report on Form 10-K for the year ended April 30, 2019.
COVID-19 adversely affected our results during the fourth quarter of fiscal 2020. See “Significant Developments - COVID-19”
above for more information around the impact of COVID-19 on our results.
Net Sales
Percentage change versus the prior fiscal year ended April 30
Change in reported net sales
Foreign exchange
Estimated net change in distributor inventories
Change in underlying net sales
Change in underlying net sales attributed to:
Volume
Net price/mix
Note: Results may differ due to rounding
2020
1%
1%
(2%)
—%
(1%)
1%
Net sales of $3.4 billion increased 1%, or $39 million, in fiscal 2020 compared to fiscal 2019. Underlying net sales were
flat after adjusting reported results for an estimated net increase in distributor inventories (primarily as a result of distributors in
the United States building their inventory levels in April 2020 due to the uncertainty around potential supply chain disruptions
resulting from COVID-19) and the negative effect of foreign exchange. Flat underlying net sales comprised 1% volume decline,
which was offset by 1% price/mix. Volume declines were led by JDTW, Finlandia, and our tequila brands, partially offset by the
launch of JDTA along with higher volumes of Woodford Reserve and JDTH. Price/mix was driven by (a) faster growth from our
higher-priced brands (Woodford Reserve and the Jack Daniel’s family of brands) and declines of our lower-priced brands (Finlandia)
and (b) higher pricing on tequilas. This price/mix benefit was partially offset by lower net pricing of JDTW. See “Results of
Operations - Fiscal 2020 Market Highlights and Fiscal 2020 Brand Highlights” above for details on the factors contributing to the
change in underlying net sales for fiscal 2020, including the impact of COVID-19.
Cost of Sales
Percentage change versus the prior fiscal year ended April 30
Change in reported cost of sales
Foreign exchange
Estimated net change in distributor inventories
Change in underlying cost of sales
Change in underlying cost of sales attributed to:
Volume
Cost/mix
Note: Results may differ due to rounding
2020
7%
1%
(1%)
7%
(1%)
7%
Cost of sales of $1.2 billion increased $78 million, or 7%, in fiscal 2020 compared to fiscal 2019. Underlying cost of sales
also grew 7% after adjusting reported costs for the positive effect of foreign exchange and an estimated net increase in distributor
inventories. The increase in underlying cost of sales was driven by higher input costs of agave and wood along with tariff-related
costs. We estimate that over one-third of the increase in underlying cost of sales was due to tariff-related costs.
39
Gross Profit
Percentage change versus the prior fiscal year ended April 30
Change in reported gross profit
Estimated net change in distributor inventories
Change in underlying gross profit
Note: Results may differ due to rounding
Gross Margin
Fiscal year ended April 30
Prior year gross margin
Price/mix
Cost
Tariffs1
Change in gross margin
Current year gross margin
Note: Results may differ due to rounding
2020
2020
(2%)
(2%)
(3%)
65.2%
0.4%
(1.5%)
(0.9%)
(2.0%)
63.2%
1“Tariffs” include the combined effect of tariff-related costs, whether arising as a reduction of net sales or as an increase in cost of sales. See
“Significant Developments - Tariffs” for details.
Gross profit of $2.1 billion decreased $39 million, or 2%, in fiscal 2020 compared to fiscal 2019. Underlying gross profit
declined 3% after adjusting reported results for an estimated net increase in distributor inventories. Gross margin decreased to
63.2% in fiscal 2020, down 2.0 percentage points from 65.2% in fiscal 2019. The decrease in gross margin was driven by higher
input costs and tariff-related costs.
Operating Expenses
Percentage change versus the prior year period ended April 30
2020
Advertising
SG&A
Total operating expenses1
Note: Results may differ due to rounding
Reported
Acquisitions &
Divestitures
Chambord
Impairment
(3%)
—%
1%
—%
(1%)
—%
—%
—%
(1%)
Foreign Exchange
1%
2%
—%
Underlying
(2%)
1%
—%
1Operating expenses include advertising expense, SG&A expense, and other expense (income), net.
Operating expenses totaled $1.0 billion and increased $14 million, or 1%, in fiscal 2020 compared to fiscal 2019. Underlying
operating expenses were flat after adjusting for the effect of the Chambord impairment.
• Reported advertising expenses declined 3% in fiscal 2020 compared to fiscal 2019, while underlying advertising expenses
decreased 2% after adjusting for the positive effect of foreign exchange. The decrease in underlying advertising expense
was driven by the reduction in spending behind on-premise channel activities and various events and sponsorships that
were canceled in the fourth quarter of fiscal 2020 due to COVID-19.
• Reported SG&A expenses were flat in fiscal 2020 compared to fiscal 2019, while underlying SG&A increased 1% after
adjusting for the positive effect of foreign exchange and the effect of our acquisition of Fords Gin. The increase in
underlying SG&A was driven by higher personnel costs.
40
Operating Income
Percentage change versus the prior fiscal year ended April 30
Change in reported operating income
Chambord Impairment
Estimated net change in distributor inventories
Change in underlying operating income
Note: Results may differ due to rounding
2020
(5%)
1%
(3%)
(6%)
Operating income was $1.1 billion in fiscal 2020, a decrease of $53 million, or 5%, compared to fiscal 2019. Underlying
operating income declined 6% after adjusting for an estimated net increase in distributor inventories and the effect of the Chambord
impairment. Operating margin declined 2.0 percentage points to 32.4% in fiscal 2020 from 34.4% in fiscal 2019. COVID-19 had
an adverse effect on our fourth quarter and full-year results as discussed above.
Interest expense (net) decreased $3 million, or 4%, in fiscal 2020 compared to fiscal 2019, due to a lower average short-
term debt balance and a lower interest rate on our short-term borrowings.
Our effective tax rate for fiscal 2020 was 18.0% compared to 19.8% in fiscal 2019. The decrease in our effective tax rate
was driven by increased excess tax benefits related to stock-based compensation and increased benefits from foreign derived sales.
See Note 11 to the Consolidated Financial Statements for details.
Diluted earnings per share were $1.72 in fiscal 2020, down 1% from $1.73 in fiscal 2019 as a reduction in reported operating
income was only partially offset by a lower effective tax rate and a decline in non-operating postretirement expense.
41
Liquidity and Capital Resources
Our ability to generate cash from operations consistently is one of our most significant financial strengths. Our strong cash
flows enable us to invest in our people, invest in our brands, invest in our assets, pay regular dividends, make strategic acquisitions
that we believe will enhance shareholder value, repurchase shares of common stock, and, from time to time, pay special dividends.
Cash Flow Summary
(Dollars in millions)
Operating activities
Investing activities:
Acquisition of business
Additions to property, plant, and equipment
Other
Financing activities:
Net change in short-term borrowings
Acquisition of treasury stock
Dividends paid
Other
2019
2020
$
800
$
724
—
(119)
—
(119)
(71)
(207)
(310)
(11)
(599)
(14)
68
$
(22)
(113)
(6)
(141)
178
(1)
(325)
(43)
(191)
(24)
368
Foreign exchange effect on cash and cash equivalents
Net increase in cash and cash equivalents
$
Cash and cash equivalents increased $368 million in fiscal 2020, compared to an increase of $68 million in fiscal 2019. Cash
provided by operations of $724 million was down $76 million from fiscal 2019, reflecting a larger increase in working capital and
lower earnings.
Cash used for investing activities was $141 million during fiscal 2020, compared to $119 million for the prior year. The $22
million increase reflects our acquisition of The 86 Company in July 2019.
Cash used for financing activities was $191 million during fiscal 2020, compared to $599 million for fiscal 2019. The $408
million decline largely reflects a $249 million increase in net proceeds from short-term borrowings and a $206 million decrease
in share repurchases, partially offset by a $32 million increase in payments for shares withheld from employees to satisfy their
withholding tax obligations on stock-based awards, and a $15 million increase in dividend payments.
The impact on cash and cash equivalents as a result of exchange rate changes was a decrease of $24 million for fiscal 2020,
compared to a decrease of $14 million in the prior fiscal year.
A discussion of our cash flows for fiscal 2019 compared to fiscal 2018 may be found in “Part II, Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year
ended April 30, 2019.
Sources of Liquidity
We generate strong cash flow from operations, which enables us to meet current obligations, fund capital expenditures, pay
growing regular dividends, and return cash to our shareholders from time to time through share repurchases and special dividends.
Our investment-grade credit ratings (A1 by Moody’s and A- by Standard & Poor’s) provide us with financial flexibility when
accessing global credit markets and allow us to reserve adequate debt capacity for investment opportunities and unforeseen events.
The ongoing COVID-19 crisis has adversely affected our operations and our financial results. To ensure uninterrupted
business operations and to preserve adequate liquidity during these uncertain times, we have (a) managed our operating expenses
closely and limited discretionary spending, (b) re-prioritized capital projects where prudent, and (c) actively managed our working
capital, including availing ourselves of certain tax deferral programs as permitted under various government relief efforts. To
support our business partners, we have extended additional credit to some of our customers who were most directly affected by
the crisis. We continue to monitor closely the impact of the pandemic on our customers’ solvency and our ability to collect from
them.
42
Our cash flow from operations is supplemented by our cash and cash equivalent balances, as well as access to other liquidity
sources. Cash and cash equivalents were $307 million at April 30, 2019, and $675 million at April 30, 2020.
As of April 30, 2020, approximately 46% of our cash and cash equivalents were held by our foreign subsidiaries whose
earnings we expect to reinvest indefinitely outside of the United States. We continue to evaluate our future cash deployment and
may decide to repatriate additional cash held by our foreign subsidiaries, which may require us to provide for and pay additional
taxes.
We have an $800 million commercial paper program that we regularly use to fund our short-term operational needs. In the
second half of March 2020, as the COVID-19 crisis fueled widespread economic uncertainty, the commercial paper market was
disrupted. Despite the heightened volatility, we sustained our access to short-term funding in the commercial paper market and
expect to continue to be able to do so in the future. The outstanding commercial paper balances, interest rates, and maturities
during the periods ended April 30, 2019 and 2020, are presented below.
(Amounts in millions)
April 30,
Fiscal Year Average
2019
2020
2019
2020
Commercial paper outstanding
$
150
$
333
$
421
$
251
Interest rate
Average days to maturity
2.60%
1.29%
2.33%
2.14%
18
73
31
35
Our commercial paper program is supported by available commitments under our currently undrawn $800 million bank
credit facility that expires in November 2023. Although unlikely, continued disruption in global financial markets could impair
the ability of one or more participating banks to fund its commitments under our credit facility.
As announced on May 21, 2020, our Board of Directors declared a regular quarterly cash dividend of $0.1743 per share on
our Class A and Class B common stock. Stockholders of record on June 8, 2020, will receive the dividend on July 1, 2020.
While we expect to meet our short-term liquidity needs largely through cash generated from operations and borrowings
under our commercial paper program, a sustained market deterioration resulting in continued declines in net sales and profit could
require us to evaluate alternative sources of liquidity. Despite recent disruptions, the debt capital markets are accessible sources
of long-term financing that we believe could meet any additional liquidity needs.
We believe our current liquidity position, supplemented by our ability to generate positive cash flows from operations in the
future, and our ample debt capacity enabled by our strong short-term and long-term credit ratings, will be sufficient to meet all of
our future financial commitments.
Off-Balance Sheet Arrangements
As of April 30, 2020, we were not involved in any off-balance sheet arrangements that have or are reasonably likely to
have a material effect on our financial condition, results of operations, or liquidity.
43
Long-Term Obligations
We have long-term obligations related to contracts, leases, borrowing arrangements, and employee benefit plans that we
enter into in the normal course of business (see Notes 5, 6, 9 and 15 to the Consolidated Financial Statements). The following
table summarizes the amounts of those obligations as of April 30, 2020, and the years when they are expected to be paid.1 We
expect to meet these obligations with internally generated funds.
(Dollars in millions)
Long-term debt
Interest on long-term debt
Tax Act repatriation tax
Grape purchases
Leases
Postretirement benefits2
Agave purchases3
Total
Total
2021
2022-2023
2024-2025
After 2025
$
$
2,299
1,168
63
20
57
25
29
3,661
$
$
— $
74
6
11
17
25
n/a
133
$
250
146
12
9
22
n/a
n/a
439
$
$
300
136
26
—
9
n/a
n/a
471
$
$
1,749
812
19
—
9
n/a
n/a
2,589
1 Excludes liabilities for tax uncertainties, as we cannot reasonably predict their ultimate amount or timing of settlement.
2 As of April 30, 2020, we have unfunded pension and other postretirement benefit obligations of $307 million. Because we cannot determine
the specific periods in which those obligations will be funded, the table above reflects no amounts related to those obligations other than
the $25 million of expected contributions in fiscal 2021.
3 As discussed in Note 5 to the Consolidated Financial Statements, we have obligations to purchase agave, a plant whose sap forms the raw
material for tequila. As of April 30, 2020, based on current market prices, obligations under these contracts totaled $29 million. Because
we cannot determine the specific periods in which those obligations will be paid, the above table reflects only the total related to those
obligations.
Critical Accounting Policies and Estimates
Our financial statements reflect some estimates involved in applying the following critical accounting policies that entail
uncertainties and subjectivity. Using different estimates or policies could have a material effect on our operating results and
financial condition.
Goodwill and Other Intangible Assets
We have obtained most of our brands by acquiring other companies. When we acquire another company, we first allocate
the purchase price to identifiable assets and liabilities, including intangible brand names and trademarks (“brand names”), based
on estimated fair value. We then record any remaining purchase price as goodwill. We do not amortize goodwill or other intangible
assets with indefinite lives. We consider all of our brand names to have indefinite lives.
We assess our goodwill and other indefinite-lived intangible assets for impairment at least annually, or more frequently if
circumstances indicate the carrying amount may be impaired. Goodwill is impaired when the carrying amount of the related
reporting unit exceeds its estimated fair value, in which case we write down the goodwill by the amount of the excess (limited to
the carrying amount of the goodwill). We estimate the reporting unit’s fair value using discounted estimated future cash flows or
market information. Similarly, a brand name is impaired when its carrying amount exceeds its estimated fair value, in which case
we write down the brand name to its estimated fair value. We typically estimate the fair value of a brand name using either the
“relief from royalty” or “excess earnings” method. We also consider market values for similar assets when available. Considerable
management judgment is necessary to estimate fair value, including making assumptions about future cash flows, net sales, discount
rates, and royalty rates.
We have the option, before quantifying the fair value of a reporting unit or brand name, to evaluate qualitative factors to
assess whether it is more likely than not that our goodwill or brand names are impaired. If we determine that is not the case, then
we are not required to quantify the fair value. That assessment also takes considerable management judgment.
Based on our assumptions, we believe none of our goodwill or other intangibles are impaired. Further, we estimate the fair
values of goodwill and other intangible assets substantially exceed their carrying amounts, except for our Chambord brand name.
As of April 30, 2020, the carrying amount of the Chambord brand name was $104 million.
During the fourth quarter of fiscal 2020, we recognized a non-cash impairment charge of $13 million for our Chambord
brand name. The impairment reflects a decline in our long-term outlook for Chambord, which has a significant on-premise presence
and is expected to be considerably affected by the closures and restrictions in this channel in response to the COVID-19 pandemic.
44
We determined Chambord’s fair value based on the relief from royalty method, using current assumptions. Reasonably possible
changes in those assumptions could result in additional non-cash impairment charges in the future. For example, we estimate that
(a) a 10% decline in projected future net sales would result in an impairment charge of approximately $9 million and (b) a 1
percentage point increase in the discount rate would result in an impairment charge of approximately $18 million.
Pension and Other Postretirement Benefits
We sponsor various defined benefit pension plans and postretirement plans providing retiree health care and retiree life
insurance benefits. Benefits are based on factors such as years of service and compensation level during employment. We expense
the benefits expected to be paid over employees’ expected service. This requires us to make assumptions to determine the net
benefit costs and obligations, such as discount rates, return on plan assets, the rate of salary increases, expected service, and health
care cost trend rates. We review these assumptions annually and modify them based on current rates and trends when appropriate.
The assumptions also reflect our historical experience and management’s best judgment regarding future expectations. We believe
the discount rates and and expected return on plan assets are the most significant assumptions.
The discount rate used to measure the benefit obligations is determined at the beginning of each fiscal year using a yield
curve based on the interest rates of high-quality debt securities with maturities corresponding to the expected timing of our benefit
payments. The service cost and interest cost components are measured by applying the specific spot rates along that yield curve.
The expected return on pension plan assets reflects expected capital market returns for each asset class that are based on historical
returns, adjusted for the expected effects of diversification and active management (net of fees) of the assets.
The following table compares the assumed discount rates and expected return on assets used in determining net periodic
benefit cost for fiscal 2020 to those to be used in determining that cost for fiscal 2021.
Discount rate for service cost
Discount rate for interest cost
Expected return on plan assets
Pension Benefits
Medical and Life
Insurance Benefits
2020
2021
2020
2021
4.17%
3.57%
6.50%
3.49%
2.56%
6.50%
4.24%
3.53%
n/a
3.59%
2.47%
n/a
Using these assumptions, we estimate our pension and other postretirement benefit cost for fiscal 2021 will be approximately
$33 million, compared to $29 million for fiscal 2020. Decreasing/increasing the assumed discount rates by 50 basis points would
increase/decrease the total fiscal 2021 cost by approximately $5 million. Decreasing/increasing the assumed return on plan assets
by 50 basis points would increase/decrease the total fiscal 2021 cost by approximately $4 million.
Income Taxes
Significant judgment is required in evaluating our tax positions. We establish liabilities when some positions are likely to
be challenged and may not succeed, despite our belief that our tax return positions are fully supportable. We adjust these liabilities
in light of changing circumstances, such as the progress of a tax audit. We believe current liabilities are appropriate for all known
contingencies, but this situation could change.
Years can elapse before we can resolve a particular matter for which we may have established a tax liability. Although
predicting the final outcome or the timing of resolution of any particular tax matter can be difficult, we believe our liabilities reflect
the likely outcome of known tax contingencies. Unfavorable settlement of any particular issue could require use of our cash and
increase our effective tax rate. Conversely, a favorable resolution could result in reduced cash tax payments, the reversal of
previously established liabilities, or some combination of these results, which could reduce our effective tax rate.
Updated Accounting Standards
See Note 1 to the Consolidated Financial Statements for information about updated accounting standards that we have recently
adopted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risks
Our enterprise risk management process is intended to ensure that we take risks knowingly and thoughtfully and that we
balance potential risks and rewards. Our integrated enterprise risk management framework is designed to identify, evaluate,
communicate, and appropriately mitigate risks across our operations.
45
We face market risks arising from changes in foreign currency exchange rates, commodity prices, and interest rates. We
manage market risks through procurement strategies as well as the use of derivative and other financial instruments. Our risk
management program is governed by policies that authorize and control the nature and scope of transactions that we use to mitigate
market risks. Our policy permits the use of derivative financial instruments to mitigate market risks but prohibits their use for
speculative purposes.
Foreign currency exchange rate risk. Foreign currency fluctuations affect our net investments in foreign subsidiaries and
foreign currency-denominated cash flows. In general, we expect our cash flows to be negatively affected by a stronger dollar and
positively affected by a weaker dollar. Our most significant foreign currency exposures include the euro, the British pound, the
Australian dollar, the Polish zloty, the Mexican peso, and the Russian ruble. We manage our foreign currency exposures through
derivative financial instruments, principally foreign currency forward contracts, and debt denominated in foreign currency. We
had outstanding currency derivatives with notional amounts totaling $1,241 million and $1,026 million at April 30, 2019 and 2020,
respectively.
We estimate that a hypothetical 10% weakening of the dollar compared to exchange rates of hedged currencies as of April
30, 2020, would decrease the fair value of our then-existing foreign currency derivative contracts by approximately $75 million.
This hypothetical change in fair value does not consider the expected inverse change in the underlying foreign currency exposures.
Commodity price risk. Commodity price changes can affect our production and supply chain costs. Our most significant
commodities exposures include corn, malted barley, rye, natural gas, agave, and wood. We manage certain exposures through a
combination of purchase orders and long-term supply contracts.
Interest rate risk. Interest rate changes affect (a) the fair value of our fixed-rate debt, and (b) cash flows and earnings related
to our variable-rate debt and interest-bearing investments. In addition to currently outstanding debt, any potential future debt
offerings are subject to interest rate risk. Our interest rate exposures include U.S. Treasury rates, European Central Bank rates,
British government rates, and LIBOR.
As of April 30, 2020, our cash and cash equivalents ($675 million) and short-term borrowings ($333 million) were exposed
to interest rate changes. Based on the then-existing balances of these items, a hypothetical one percentage point increase in interest
rates would result in a negligible decrease in net interest expense.
See Notes 13 and 14 to the Consolidated Financial Statements for details on our foreign currency exchange rate risk. See
Note 5 to the Consolidated Financial Statements for details on our grape and agave purchase obligations, which are exposed to
commodity price risk, and “Critical Accounting Policies and Estimates” in “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations” for a discussion of our pension and other postretirement plans’ exposure to interest
rate risks. Also see “Item 1A. Risk Factors” for details on how economic conditions affecting market risks also affect the demand
for and pricing of our products and how we are affected by exchange rate fluctuations.
46
Item 8. Financial Statements and Supplementary Data
Table of Contents
Reports of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quarterly Financial Information (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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56
81
47
Management’s Responsibility for Financial Statements
Reports of Management
Our management is responsible for preparing, presenting, and ensuring the integrity of the financial information presented
in this report. The consolidated financial statements were prepared in conformity with accounting principles generally accepted
in the United States, including amounts based on management’s best estimates and judgments. In management’s opinion, the
consolidated financial statements fairly present the Company’s financial position, results of operations, and cash flows.
The Audit Committee of the Board of Directors, comprising only independent directors, meets regularly with our external
auditors, the independent registered public accounting firm PricewaterhouseCoopers LLP (PwC); with our internal auditors; and
with representatives of management to review accounting, internal control structure, and financial reporting matters. Our internal
auditors and PwC have full, free access to the Audit Committee. As set forth in our Code of Conduct and Corporate Governance
Guidelines, we are firmly committed to adhering to the highest standards of moral and ethical behavior in our business activities.
Management’s Report on Internal Control over Financial Reporting
Management is also responsible for establishing and maintaining effective internal control over financial reporting, as defined
in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
As of the end of our fiscal year, management conducted an assessment of the effectiveness of our internal control over
financial reporting based on the framework and criteria in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal
control over financial reporting was effective as of April 30, 2020. PwC, 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, 2020, as stated
in their report.
Dated:
June 19, 2020
By:
/s/ Lawson E. Whiting
Lawson E. Whiting
President and Chief Executive Officer
By:
/s/ Jane C. Morreau
Jane C. Morreau
Executive Vice President and Chief Financial Officer
48
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
of Brown-Forman Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Brown-Forman Corporation and its subsidiaries (the
“Company”) as of April 30, 2020 and 2019, and 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, 2020, including the related notes and
financial statement schedule listed in the index appearing under Item 15(a)(2) for each of the three years in the period ended April
30, 2020 (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control
over financial reporting as of April 30, 2020, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three
years in the period ended April 30, 2020 in conformity with accounting principles generally accepted in the United States of
America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of April 30, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases on May 1, 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions
on the Company's consolidated financial statements and on the Company’s internal control over financial reporting based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide
49
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on
the critical audit matter or on the accounts or disclosures to which it relates.
Quantitative Impairment Assessment of Brand Names Intangible Assets
As described in Notes 1 and 5 to the consolidated financial statements, the other intangible assets balance as of April 30,
2020 was $635 million. The balance consists of brand names and trademarks, with a significant portion relating to brand names,
all of which are considered to have indefinite useful lives. The Company assesses its brand names for impairment at least annually,
or more frequently if circumstances indicate the carrying amount may be impaired. The Company has the option, before quantifying
the fair value of brand names, to evaluate qualitative factors to assess whether it is more likely than not that the brand names are
impaired. If determined that is not the case, there is no requirement to quantify fair value. Where a quantitative assessment is
performed, a brand name is impaired when its carrying amount exceeds its estimated fair value, in which case management writes
down the brand name to its estimated fair value. The fair value of a brand name is typically estimated using either the “relief from
royalty” or “excess earnings” method. Management also considers market values for similar assets when available. As described
in Note 1, considerable judgment is necessary to estimate fair value, including the selection of assumptions about future cash
flows, discount rates, and royalty rates. During the fourth quarter of fiscal 2020, the Company recognized a non-cash impairment
charge of $13 million for its Chambord brand name. The Company determined Chambord’s fair value based on the relief from
royalty method, using current assumptions.
The principal considerations for our determination that performing procedures relating to the quantitative impairment
assessment of brand names intangible assets is a critical audit matter are (i) there was significant judgment by management when
developing the fair value measurements of the brand names, which in turn led to a high degree of auditor judgment and subjectivity
in performing procedures to evaluate management’s fair value measurements and (ii) there was significant audit effort in performing
procedures and evaluating the significant assumptions, including future cash flows, discount rates, and royalty rates. In addition,
the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures
and evaluating the audit evidence obtained.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s annual quantitative impairment analyses and periodic triggering event assessments for brand names, including
controls over management’s determination of future cash flows, discount rates, and royalty rates. These procedures also included,
among others, evaluating the appropriateness of the relief from royalty or excess earnings method and the reasonableness of
significant assumptions used by management in developing the fair value measurements, including future cash flows, discount
rates, and royalty rates. Professionals with specialized skill and knowledge were used to assist in the evaluation of the
appropriateness of the valuation methodologies employed, as well as the reasonableness of the discount rates and royalty rates.
Evaluating management’s assumptions related to the future cash flows involved evaluating whether the assumptions used were
reasonable considering (i) the past performance of the brand names, (ii) the consistency with external industry and market data,
and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
June 19, 2020
We have served as the Company’s auditor since 1933.
50
Brown-Forman Corporation and Subsidiaries
Consolidated Statements of Operations
(Dollars in millions, except per share amounts)
Year Ended April 30,
Sales
Excise taxes
Net sales
Cost of sales
Gross profit
Advertising expenses
Selling, general, and administrative expenses
Other expense (income), net
Operating income
Non-operating postretirement expense
Interest income
Interest expense
Income before income taxes
Income taxes
Net income
Earnings per share:
Basic
Diluted
2018
2019
2020
$
$
$
$
4,201
953
3,248
1,046
2,202
405
765
(16)
1,048
9
(6)
68
977
260
717
1.49
1.48
$
$
$
$
4,276
952
3,324
1,158
2,166
396
641
(15)
1,144
22
(8)
88
1,042
207
835
1.74
1.73
$
$
$
$
4,306
943
3,363
1,236
2,127
383
642
11
1,091
5
(5)
82
1,009
182
827
1.73
1.72
The accompanying notes are an integral part of the consolidated financial statements.
51
Brown-Forman Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(Dollars in millions)
Year Ended April 30,
Net income
Other comprehensive income (loss), net of tax:
Currency translation adjustments
Cash flow hedge adjustments
Postretirement benefits adjustments
Net other comprehensive income (loss)
Comprehensive income
2018
2019
2020
717
$
835
$
827
24
(28)
16
12
729
$
(27)
48
(6)
15
850
$
(94)
30
(77)
(141)
686
$
$
The accompanying notes are an integral part of the consolidated financial statements.
52
Brown-Forman Corporation and Subsidiaries
Consolidated Balance Sheets
(Dollars in millions)
Assets
April 30,
Cash and cash equivalents
Accounts receivable, net
Inventories:
Barreled whiskey
Finished goods
Work in process
Raw materials and supplies
Total inventories
Other current assets
Total current assets
Property, plant, and equipment, net
Goodwill
Other intangible assets
Deferred tax assets
Other assets
Total assets
Accounts payable and accrued expenses
Liabilities
Accrued income taxes
Short-term borrowings
Total current liabilities
Long-term debt
Deferred tax liabilities
Accrued pension and other postretirement benefits
Other liabilities
Total liabilities
Commitments and contingencies
Common stock:
Stockholders’ Equity
Class A, voting, $0.15 par value (170,000,000 shares authorized; 170,000,000 shares issued)
Class B, nonvoting, $0.15 par value (400,000,000 shares authorized; 314,532,000 shares issued)
Retained earnings
Accumulated other comprehensive income (loss), net of tax
Treasury stock, at cost (7,360,000 and 6,323,000 shares in 2019 and 2020, respectively)
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
$
2019
2020
$
307
609
$
$
1,004
279
152
85
1,520
283
2,719
816
753
645
16
190
5,139
544
9
150
703
2,290
145
197
157
3,492
25
47
2,238
(363)
(300)
1,647
$
5,139
$
675
570
1,092
320
172
101
1,685
335
3,265
848
756
635
15
247
5,766
517
30
333
880
2,269
177
297
168
3,791
25
47
2,708
(547)
(258)
1,975
5,766
The accompanying notes are an integral part of the consolidated financial statements.
53
Brown-Forman Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Dollars in millions)
Year Ended April 30,
Cash flows from operating activities:
2018
2019
2020
Net income
Adjustments to reconcile net income to net cash provided by operations:
$
717
$
835
$
827
Non-cash intangible asset write-down
Depreciation and amortization
Stock-based compensation expense
Deferred income tax provision (benefit)
U.S. Tax Act repatriation tax provision (benefit)
Other, net
Changes in assets and liabilities, excluding the effects of acquisition of
business:
Accounts receivable
Inventories
Other current assets
Accounts payable and accrued expenses
Accrued income taxes
Other operating assets and liabilities
Cash provided by operating activities
Cash flows from investing activities:
Acquisition of business, net of cash acquired
Additions to property, plant, and equipment
Payments for corporate-owned life insurance
Proceeds from corporate-owned life insurance
Computer software expenditures
Cash used for investing activities
Cash flows from financing activities:
Net change in short-term borrowings
Repayment of long-term debt
Proceeds from long-term debt
Debt issuance costs
Payments of withholding taxes related to stock-based awards
Acquisition of treasury stock
Dividends paid
Cash used for financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Supplemental disclosure of cash paid for:
Interest
Income taxes
$
$
$
—
64
19
(69)
91
(8)
(70)
(102)
29
58
8
(84)
653
—
(127)
(21)
—
(1)
(149)
(3)
(250)
595
(6)
(28)
(1)
(773)
(466)
19
57
182
239
65
200
$
$
$
—
72
14
38
(4)
8
23
(162)
30
(43)
(16)
5
800
—
(119)
(2)
4
(2)
(119)
(71)
—
—
—
(11)
(207)
(310)
(599)
(14)
68
239
307
90
201
$
$
$
13
74
11
39
—
15
12
(203)
(27)
(30)
18
(25)
724
(22)
(113)
—
—
(6)
(141)
178
—
—
—
(43)
(1)
(325)
(191)
(24)
368
307
675
83
143
The accompanying notes are an integral part of the consolidated financial statements.
54
Brown-Forman Corporation and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(Dollars in millions, except per share amounts)
Class A
Common
Stock
Class B
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
AOCI
Treasury
Stock
Total
$
25
$
43
$
65
$
4,470
$
(390) $
(2,843) $
1,370
(10)
14
(8)
(14)
(2,684)
2,702
717
(773)
12
Balance at April 30, 2017
Retirement of treasury stock1
Stock split2
Net income
Net other comprehensive income (loss)
Cash dividends ($1.6080 per share)
Acquisition of treasury stock
Stock-based compensation expense
Stock issued under compensation plans
Loss on issuance of treasury stock issued
under compensation plans
19
(58)
4
14
(18)
1,730
835
(310)
(12)
(5)
Balance at April 30, 2018
25
47
Net income
Net other comprehensive income (loss)
Cash dividends ($0.6480 per share)
Acquisition of treasury stock
Stock-based compensation expense
Stock issued under compensation plans
Loss on issuance of treasury stock issued
under compensation plans
Other
Balance at April 30, 2019
25
47
—
2,238
Adoption of ASU 2018-02 (Note 1)
Net income
Net other comprehensive income (loss)
Cash dividends ($0.6806 per share)
Acquisition of treasury stock
Stock-based compensation expense
Stock issued under compensation plans
Loss on issuance of treasury stock issued
under compensation plans
43
827
(325)
11
(11)
(75)
—
—
717
12
(773)
(1)
19
30
(58)
(1)
30
(378)
(112)
1,316
15
(363)
(43)
(141)
(207)
19
835
15
(310)
(207)
14
19
(30)
(5)
(300)
1,647
—
827
(141)
(325)
(1)
11
43
(86)
(1)
43
Balance at April 30, 2020
$
25
$
47
$
— $
2,708
$
(547) $
(258) $
1,975
1Retirement of 67 million shares of Class B common stock previously held as treasury shares.
2Stock split effected in the form of a stock dividend of one share of Class B common stock for every four shares of either Class A or Class B common stock.
The accompanying notes are an integral part of the consolidated financial statements.
55
Brown-Forman Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars and other currency amounts in millions, except per share data)
1. Accounting Policies
We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United
States (GAAP). We also apply the following accounting policies when preparing our consolidated financial statements:
Principles of consolidation. Our consolidated financial statements include the accounts of all subsidiaries in which we have
a controlling financial interest. We eliminate all intercompany transactions.
Estimates. To prepare financial statements that conform with GAAP, our management must make informed estimates that
affect how we report revenues, expenses, assets, and liabilities, including contingent assets and liabilities. Actual results could
differ from these estimates.
Cash equivalents. Cash equivalents include bank demand deposits and all highly liquid investments with original maturities
of three months or less.
Allowance for doubtful accounts. We evaluate the collectability of accounts receivable based on a combination of factors.
When we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, we record a
specific allowance to reduce the net recognized receivable to the amount we believe will be collected. We write off the uncollectable
amount against the allowance when we have exhausted our collection efforts. The allowance for doubtful accounts was $7 and
$11 at April 30, 2019 and 2020, respectively.
Inventories. Inventories are valued at the lower of cost or net realizable value. Approximately 51% of our consolidated
inventories are valued using the last-in, first-out (LIFO) cost method, which we use for the majority of our U.S. inventories. We
value the remainder of our inventories primarily using the first-in, first-out (FIFO) cost method. FIFO cost approximates current
replacement cost. If we had used the FIFO method for all inventories, they would have been $303 and $311 higher than reported
at April 30, 2019 and 2020, respectively.
Because we age most of our whiskeys in barrels for 3 to 6 years, we bottle and sell only a portion of our whiskey inventory
each year. Following industry practice, we classify all barreled whiskey as a current asset. We include warehousing, insurance, ad
valorem taxes, and other carrying charges applicable to barreled whiskey in inventory costs.
We classify bulk wine, agave inventories, tequila, and liquid in bottling tanks as work in process.
Property, plant, and equipment. We state property, plant, and equipment at cost less accumulated depreciation. We calculate
depreciation on a straight-line basis using our estimates of useful life, which are 20–40 years for buildings and improvements; 3–
10 years for machinery, equipment, vehicles, furniture, and fixtures; and 3–7 years for capitalized software.
We assess our property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the
carrying value of those assets may not be recoverable. When we do not expect to recover the carrying value of an asset (or asset
group) through undiscounted future cash flows, we write it down to its estimated fair value. We determine fair value using discounted
estimated future cash flows, considering market values for similar assets when available.
When we retire or dispose of property, plant, and equipment, we remove its cost and accumulated depreciation from our
balance sheet and reflect any gain or loss in operating income. We expense the costs of repairing and maintaining our property,
plant, and equipment as we incur them.
Goodwill and other intangible assets. We have obtained most of our brands by acquiring other companies. When we acquire
another company, we first allocate the purchase price to identifiable assets and liabilities, including intangible brand names and
trademarks (“brand names”), based on estimated fair value. We then record any remaining purchase price as goodwill. We do not
amortize goodwill or other intangible assets with indefinite lives. We consider all of our brand names to have indefinite lives.
We assess our goodwill and other indefinite-lived intangible assets for impairment at least annually, or more frequently if
circumstances indicate the carrying amount may be impaired. Goodwill is impaired when the carrying amount of the related
reporting unit exceeds its estimated fair value, in which case we write down the goodwill by the amount of the excess (limited to
the carrying amount of the goodwill). We estimate the reporting unit’s fair value using discounted estimated future cash flows or
market information. Similarly, a brand name is impaired when its carrying amount exceeds its estimated fair value, in which case
we write down the brand name to its estimated fair value. We typically estimate the fair value of a brand name using either the
“relief from royalty” or “excess earnings” method. We also consider market values for similar assets when available. Considerable
56
management judgment is necessary to estimate fair value, including the selection of assumptions about future cash flows, discount
rates, and royalty rates.
We have the option, before quantifying the fair value of a reporting unit or brand name, to evaluate qualitative factors to
assess whether it is more likely than not that our goodwill or brand names are impaired. If we determine that is not the case, then
we are not required to quantify the fair value. That assessment also takes considerable management judgment.
Revenue recognition. Our net sales predominantly reflect global sales of beverage alcohol consumer products. We sell these
products under contracts with different types of customers, depending on the market. The customer is most often a distributor,
wholesaler, or retailer.
Each contract typically includes a single performance obligation to transfer control of the products to the customer. Depending
on the contract, control is transferred when the products are either shipped or delivered to the customer, at which point we recognize
the transaction price for those products as net sales. The transaction price recognized at that point reflects our estimate of the
consideration to be received in exchange for the products. The actual amount may ultimately differ due to the effect of various
customer incentives and trade promotion activities. In making our estimates, we consider our historical experience and current
expectations, as applicable. Subsequent adjustments recognized for changes in estimated transaction prices are typically not
material.
Net sales exclude taxes we collect from customers that are imposed by various governments on our sales, and are reduced
by payments to customers unless made in exchange for distinct goods or services with fair values approximating the payments.
Net sales include any amounts we bill customers for shipping and handling activities related to the products. We recognize the
cost of those activities in cost of sales during the same period in which we recognize the related net sales. Sales returns, which
are permitted only in limited situations, are not material. Customer payment terms generally range from 30 to 90 days. There are
no significant amounts of contract assets or liabilities.
Cost of sales. Cost of sales includes the costs of receiving, producing, inspecting, warehousing, insuring, and shipping goods
sold during the period.
Advertising costs. We expense the costs of advertising during the year when the advertisements first take place.
Selling, general, and administrative expenses. Selling, general, and administrative expenses include the costs associated
with our sales force, administrative staff and facilities, and other expenses related to our non-manufacturing functions.
Stock-based compensation. We use stock-based awards as part of our incentive compensation for eligible employees and
directors. We recognize the grant-date fair value of an award as compensation expense on a straight-line basis over the requisite
service period, which typically corresponds to the vesting period for the award. Upon forfeiture of an award prior to vesting, we
reverse any previously-recognized compensation expense related to that award. We classify stock-based compensation expense
within selling, general, and administrative expenses.
As we recognize compensation expense for a stock-based award, we concurrently recognize a related deferred tax asset.
The subsequent vesting or exercise of the award will generally result in an actual tax benefit that differs from the deferred tax
asset that had been recorded. The excess (deficiency) of the actual tax benefit over (under) the previously-recorded tax asset is
recognized as income tax benefit (expense) on the date of vesting or exercise.
Income taxes. We base our annual provision for income taxes on the pre-tax income reflected in our consolidated statement
of operations. We establish deferred tax liabilities or assets for temporary differences between GAAP and tax reporting bases and
later adjust them to reflect changes in tax rates expected to be in effect when the temporary differences reverse. We record a
valuation allowance as necessary to reduce a deferred tax asset to the amount that we believe is more likely than not to be realized.
We do not provide deferred income taxes on undistributed earnings of foreign subsidiaries that we expect to permanently reinvest.
We record a deferred tax charge in prepaid taxes for the difference between GAAP and tax reporting bases with respect to the
elimination of intercompany profit in ending inventory.
We assess our uncertain income tax positions in two steps. First, we evaluate whether the tax position will more likely than
not, based on its technical merits, be sustained upon examination, including resolution of any related appeals or litigation. For a
tax position that does not meet this first criterion, we recognize no tax benefit. For a tax position that does meet the first criterion,
we recognize a tax benefit in an amount equal to the largest amount of benefit that we believe has more than a 50% likelihood of
being realized upon ultimate resolution. We record interest and penalties on uncertain tax positions as income tax expense.
57
Foreign currency transactions and translation. We report all gains and losses from foreign currency transactions (those
denominated in a currency other than the entity’s functional currency) in current income. The U.S. dollar is the functional currency
for most of our consolidated entities. The local currency is the functional currency for some of our consolidated foreign entities.
We translate the financial statements of those foreign entities into U.S. dollars, using the exchange rate in effect at the balance
sheet date to translate assets and liabilities, and using the average exchange rate for the reporting period to translate income and
expenses. We record the resulting translation adjustments in other comprehensive income (loss).
Adoption of updated accounting standards. Effective May 1, 2019, we adopted the following Accounting Standards Updates
(ASUs) issued by the Financial Accounting Standards Board:
• ASU 2016-02: Leases. This update, codified along with various amendments as Accounting Standards Codification Topic
842 (ASC 842), replaces previous lease accounting guidance. Under ASC 842, a lessee should recognize on its balance
sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the
lease term. We adopted ASC 842 using a modified retrospective transition approach for leases existing at the date of adoption.
For the transition, we elected to use the package of practical expedients to not reassess (a) whether existing contracts are
or contain leases, (b) the classification of existing leases, and (c) initial direct costs for existing leases. Upon adoption, we
recorded lease liabilities and right-of-use assets of $54. The adoption did not have a material impact on our results of
operations, stockholders’ equity, or cash flows. See Note 15 for additional information about our leases.
• ASU 2018-02: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI). This
new guidance allows a reclassification from AOCI to retained earnings for stranded tax effects resulting from the Tax Cuts
and Jobs Act enacted by the U.S. government in December 2017. We elected to make the reclassification, which increased
retained earnings and decreased AOCI as of May 1, 2019, by $43.
There are no new accounting standards or updates to be adopted that we currently believe might have a significant impact
on our consolidated financial statements.
58
2. Balance Sheet Information
Supplemental information on our year-end balance sheets is as follows:
April 30,
Other current assets:
Prepaid taxes
Other
Property, plant, and equipment:
Land
Buildings
Equipment
Construction in process
Less accumulated depreciation
Accounts payable and accrued expenses:
Accounts payable, trade
Accrued expenses:
Advertising and promotion
Compensation and commissions
Excise and other non-income taxes
Other
Accumulated other comprehensive income (loss), net of tax:
Currency translation adjustments
Cash flow hedge adjustments
Postretirement benefits adjustments
3. Earnings per Share
2019
2020
$
$
$
$
$
$
$
$
191
92
283
82
617
769
57
1,525
709
816
150
160
84
63
87
394
544
$
$
$
$
$
$
(207) $
31
(187)
(363) $
195
140
335
82
652
814
41
1,589
741
848
131
135
71
80
100
386
517
(302)
60
(305)
(547)
We calculate basic earnings per share by dividing net income available to common stockholders by the weighted average
number of common shares outstanding during the period. Diluted earnings per share further includes the dilutive effect of stock-
based compensation awards. We calculate that dilutive effect using the “treasury stock method” (as defined by GAAP).
The following table presents information concerning basic and diluted earnings per share:
Net income available to common stockholders
Share data (in thousands):
Basic average common shares outstanding
Dilutive effect of stock-based awards
Diluted average common shares outstanding
Basic earnings per share
Diluted earnings per share
2018
2019
2020
717
$
835
$
827
480,319
3,929
484,248
478,956
3,111
482,067
1.49
1.48
$
$
1.74
1.73
$
$
477,765
2,644
480,409
1.73
1.72
$
$
$
We excluded common stock-based awards for approximately 805,000 shares, 447,000 shares, and 301,000 shares from the
calculation of diluted earnings per share for 2018, 2019, and 2020, respectively, because they were not dilutive for those periods
under the treasury stock method.
59
4. Goodwill and Other Intangible Assets
The following table shows the changes in goodwill (which include no accumulated impairment losses) and other intangible
assets over the past two years:
Balance as of April 30, 2018
Foreign currency translation adjustment
Balance as of April 30, 2019
Acquisition of business (Note 12)
Foreign currency translation adjustment
Impairment
Balance as of April 30, 2020
Goodwill
Other
Intangible
Assets
$
$
763
(10)
753
11
(8)
—
756
$
$
670
(25)
645
12
(9)
(13)
635
Our other intangible assets consist of trademarks and brand names, all with indefinite useful lives.
During the fourth quarter of fiscal 2020, we recognized a non-cash impairment charge for our Chambord brand name. The
impairment reflects a decline in our long-term outlook for Chambord, which has a significant on-premise presence and is expected
to be considerably affected by the closures and restrictions in this channel in response to the COVID-19 pandemic. The impairment
charge of $13 is included in “other expense (income), net” in the accompanying consolidated statement of operations. As of
April 30, 2020, the remaining carrying amount of the Chambord brand name was $104.
5. Commitments and Contingencies
Commitments. We have contracted with various growers and wineries to supply some of our future grape and bulk wine
requirements. Many of these contracts call for prices to be adjusted annually up or down, according to market conditions. Some
contracts set a fixed purchase price that might be higher or lower than prevailing market prices. We have total purchase obligations
related to both types of contracts of $11 in 2021, $6 in 2022, and $3 in 2023.
We also have contracts for the purchase of agave, which is used to produce tequila. These contracts provide for prices to be
determined based on market conditions at the time of harvest, which, although not specified, is expected to occur over the next
10 years. As of April 30, 2020, based on current market prices, obligations under these contracts total $29.
Contingencies. We operate in a litigious environment, and we are sued in the normal course of business. Sometimes plaintiffs
seek substantial damages. Significant judgment is required in predicting the outcome of these suits and claims, many of which
take years to adjudicate. We accrue estimated costs for a contingency when we believe that a loss is probable and we can make a
reasonable estimate of the loss, and then adjust the accrual as appropriate to reflect changes in facts and circumstances. We do not
believe it is reasonably possible that these existing loss contingencies, individually or in the aggregate, would have a material
adverse effect on our financial position, results of operations, or liquidity. No material accrued loss contingencies are recorded as
of April 30, 2020.
On May 30, 2019, we notified Bacardi Martini Ltd. (“Bacardi”) of our intention not to renew the terms of our United Kingdom
(U.K.) Cost Sharing Agreement (the “Agreement”) whereby Bacardi provided certain services (e.g., warehousing and logistics,
sales, reporting, treasury, tax and other services) and Brown-Forman and Bacardi split the associated overhead for those services.
For purposes of conducting business, Brown-Forman and Bacardi established a U.K. trade name, “Bacardi Brown-Forman Brands,”
through which our products and Bacardi’s products were sold in the U.K. On a monthly basis, Bacardi would remit to us the
revenues from sales of our products, net of our agreed contributions for overhead costs under the Agreement. On April 30, 2020,
the Agreement expired according to its terms.
Following delivery of our notice and upon expiration of the Agreement, Bacardi alleged that it was entitled to approximately
£49 under the principle of commercial agency in the U.K. For the first two monthly settlements following expiration of the
Agreement, Bacardi withheld over £34 owed to us, effectively bypassing the dispute resolution process under the Agreement.
Additionally, Bacardi informed us that it will continue to withhold amounts owed to us under future monthly settlements to conclude
activity under the Agreement until its stated claim for £49 is satisfied.
Since it was raised, we have disputed Bacardi’s claim of commercial agency compensation and issued a demand that Bacardi
adhere to the dispute resolution process mandated by the Agreement and return the £34 that Bacardi wrongfully withheld from
amounts owed to us. If the dispute resolution with Bacardi is unsuccessful then arbitration is required under the terms of the
60
Agreement. We cannot estimate the range of reasonably possible loss because Bacardi has not initiated arbitration and fully pleaded
the basis of its claim.
Guaranty. We have guaranteed the repayment by a third-party importer of its obligation under a bank credit facility that it
uses in connection with its importation of our products in Russia. If the importer were to default on that obligation, which we
believe is unlikely, our maximum possible exposure under the existing terms of the guaranty would be approximately $9 (subject
to changes in foreign currency exchange rates). Both the fair value and carrying amount of the guaranty are insignificant.
As of April 30, 2020, our actual exposure under the guaranty of the importer’s obligation is approximately $5. We also have
accounts receivable from that importer of approximately $8 at April 30, 2020, which we expect to collect in full.
Based on the financial support we provide to the importer, we believe it meets the definition of a variable interest entity.
However, because we do not control this entity, it is not included in our consolidated financial statements.
6. Debt and Credit Facilities
Our long-term debt (net of unamortized discounts and issuance costs) consisted of:
April 30,
2.25% senior notes, $250 principal amount, due January 15, 2023
3.50% senior notes, $300 principal amount, due April 15, 2025
1.20% senior notes, €300 principal amount, due July 7, 2026
2.60% senior notes, £300 principal amount, due July 7, 2028
4.00% senior notes, $300 principal amount, due April 15, 2038
3.75% senior notes, $250 principal amount, due January 15, 2043
4.50% senior notes, $500 principal amount, due July 15, 2045
2019
2020
249
297
333
383
293
248
487
2,290
$
$
249
297
324
369
294
248
488
2,269
$
$
Debt payments required over the next five fiscal years consist of $0 in 2021, $0 in 2022, $250 in 2023, $0 in 2024, $300 in
2025, and $1,749 after 2025.
The senior notes contain terms and covenants customary of these types of unsecured securities, including limitations on the
amount of secured debt we can issue.
Details of our short-term borrowings at April 30, 2019 and 2020, are presented below:
April 30,
Commercial paper
Average interest rate
Average remaining days to maturity
2019
$150
2.60%
18
2020
$333
1.29%
73
We have a committed revolving credit agreement with various U.S. and international banks for $800 that expires in November
2023. At April 30, 2020, there were no borrowings outstanding under this facility.
61
7. Common Stock
The following table shows the change in outstanding common shares (split-adjusted) during each of the last three years:
(Shares in thousands)
Balance at April 30, 2017
Acquisition of treasury stock
Stock issued under compensation plans
Balance at April 30, 2018
Acquisition of treasury stock
Stock issued under compensation plans
Balance at April 30, 2019
Acquisition of treasury stock
Stock issued under compensation plans
Balance at April 30, 2020
Class A
169,051
(25)
36
169,062
(145)
82
168,999
(13)
54
169,040
Class B
311,055
(6)
890
311,939
(4,212)
446
308,173
(3)
999
309,169
Total
480,106
(31)
926
481,001
(4,357)
528
477,172
(16)
1,053
478,209
8. Net Sales
The following table shows our net sales by geography:
United States
Developed International1
Emerging2
Travel Retail3
Non-branded and bulk4
2018
2019
2020
$
$
1,529
908
575
139
97
3,248
$
$
1,563
917
597
140
107
3,324
$
$
1,690
901
572
125
75
3,363
1Represents net sales of branded products to “advanced economies” as defined by the International Monetary Fund (IMF), excluding the United
States. Our largest developed international markets are the United Kingdom, Germany, Australia, France, Japan, and Canada.
2Represents net sales of branded products to “emerging and developing economies” as defined by the IMF. Our largest emerging markets are
Mexico, Poland, and Russia.
3Represents net sales of branded products to global duty-free customers, other travel retail customers, and the U.S. military regardless of customer
location.
4Includes net sales of used barrels, bulk whiskey and wine, and contract bottling regardless of customer location.
The following table shows our net sales by product category:
Whiskey1
Tequila2
Wine3
Vodka4
Rest of portfolio
Non-branded and bulk5
2018
2019
2020
$
$
2,533
247
187
130
54
97
3,248
$
$
2,595
263
187
126
46
107
3,324
$
$
2,671
275
186
109
47
75
3,363
1Includes all whiskey spirits and whiskey-based flavored liqueurs, ready-to-drink, and ready-to-pour products. The brands included in this
category are the Jack Daniel's family of brands, Woodford Reserve, Canadian Mist, GlenDronach, BenRiach, Glenglassaugh, Old Forester,
Early Times, Slane Irish Whiskey, and Coopers' Craft.
2Includes el Jimador, Herradura, New Mix, Pepe Lopez, and Antiguo.
3Includes Korbel Champagne and Sonoma-Cutrer wines.
4Includes Finlandia.
5Includes net sales of used barrels, bulk whiskey and wine, and contract bottling regardless of customer location.
62
9. Pension and Other Postretirement Benefits
We sponsor various defined benefit pension plans as well as postretirement plans providing retiree health care and retiree
life insurance benefits. Below, we discuss our obligations related to these plans, the assets dedicated to meeting the obligations,
and the amounts we recognized in our financial statements as a result of sponsoring these plans.
Obligations. We provide eligible employees with pension and other postretirement benefits based on factors such as years
of service and compensation level during employment. The pension obligation shown below (“projected benefit obligation”)
consists of: (a) benefits earned by employees to date based on current salary levels (“accumulated benefit obligation”); and
(b) benefits to be received by employees as a result of expected future salary increases. (The obligation for medical and life
insurance benefits is not affected by future salary increases.) The following table shows how the present value of our projected
benefit obligations changed during each of the last two years.
Obligation at beginning of year
Service cost
Interest cost
Net actuarial loss (gain)
Retiree contributions
Benefits paid
Obligation at end of year
Pension Benefits
Medical and Life
Insurance Benefits
2019
2020
2019
2020
$
$
903
24
34
28
—
(81)
908
$
$
908
24
31
108
—
(66)
1,005
$
$
50
1
2
—
1
(4)
50
$
$
50
1
1
2
1
(4)
51
Service cost represents the present value of the benefits attributed to service rendered by employees during the year. Interest
cost is the increase in the present value of the obligation due to the passage of time. Net actuarial loss (gain) is the change in value
of the obligation resulting from experience different from that assumed or from a change in an actuarial assumption. (We discuss
actuarial assumptions used at the end of this note.) Plan amendments may also change the value of the obligation.
As shown in the previous table, the change in the value of our pension and other postretirement benefit obligations also
includes the effect of benefit payments and retiree contributions. Expected benefit payments (net of retiree contributions) over the
next 10 years are as follows:
2021
2022
2023
2024
2025
2026 – 2030
Pension Benefits
Medical and Life
Insurance Benefits
$
$
62
62
62
63
63
425
3
3
3
3
3
16
Assets. We invest in specific assets to fund our pension benefit obligations. Our investment goal is to earn a total return that,
over time, will grow assets sufficiently to fund our plans’ liabilities, after providing appropriate levels of contributions and accepting
prudent levels of investment risk. To achieve this goal, plan assets are invested primarily in funds or portfolios of funds managed
by outside managers. Investment risk is managed by company policies that require diversification of asset classes, manager styles,
and individual holdings. We measure and monitor investment risk through quarterly and annual performance reviews, and through
periodic asset/liability studies.
Asset allocation is the most important method for achieving our investment goals and is based on our assessment of the
plans’ long-term return objectives and the appropriate balances needed for liquidity, stability, and diversification. As of April 30,
2020, our target asset allocation is a mix of 40% public equity investments, 47% fixed income investments, and 13% alternative
investments.
63
The following table shows the fair value of pension plan assets by category as of the end of the last two years. (Fair value
$
$
$
$
levels are defined in Note 14.)
April 30, 2019
Equity securities
Cash and temporary investments
Limited partnership interest1
Investments measured at net asset value:
Commingled trust funds2:
Equity funds
Fixed income funds
Real estate funds
Short-term investments
Limited partnership interests3
Total
April 30, 2020
Equity securities
Cash and temporary investments
Limited partnership interest1
Investments measured at net asset value:
Commingled trust funds2:
Equity funds
Fixed income funds
Real estate funds
Short-term investments
Limited partnership interests3
Total
Level 1
Level 2
Level 3
Total
79
29
—
108
$
$
— $
—
—
— $
— $
—
3
3
80
—
—
80
$
$
— $
—
—
— $
$
— $
—
2
2
$
79
29
3
111
157
370
66
23
27
754
80
—
2
82
193
370
68
4
32
749
1 This limited partnership interest was initially valued at cost and has been adjusted to fair value as determined in good faith by management of
the partnership using various factors, and does not meet the requirements for reporting at the net asset value (NAV). The valuation requires
significant judgment due to the absence of quoted market prices and the inherent lack of liquidity. This limited partnership has a term expiring
in September 2020, although this period may be extended.
2 Commingled trust fund valuations are based on the NAV of the funds as determined by the fund administrators and reviewed by us. NAV
represents the underlying assets owned by the fund, minus liabilities and divided by the number of shares or units outstanding. Generally, for
commingled trust funds other than real estate, redemptions are permitted daily with no notice period. The real estate fund is redeemable quarterly
with 110 days’ notice.
3 These limited partnership interests were initially valued at cost and have been adjusted using NAV per audited financial statements. Investments
are generally not eligible for immediate redemption and have original terms averaging 10 to 13 years, although those periods may be extended.
64
The following table shows how the fair value of the Level 3 assets changed during each of the last two years. There were
no transfers of assets between Level 3 and either of the other two levels.
Balance as of April 30, 2018
Sales and settlements
Balance as of April 30, 2019
Sales and settlements
Balance as of April 30, 2020
Level 3
4
(1)
3
(1)
2
$
$
The following table shows how the total fair value of all pension plan assets changed during each of the last two years. (We
do not have assets set aside for postretirement medical or life insurance benefits.)
Assets at beginning of year
Actual return on assets
Retiree contributions
Company contributions
Benefits paid
Assets at end of year
Pension Benefits
Medical and Life
Insurance Benefits
2019
2020
2019
2020
$
$
780
34
—
21
(81)
754
$
$
754
39
—
22
(66)
749
$
$
— $
—
1
3
(4)
— $
—
—
1
3
(4)
—
We currently expect to contribute $22 to our pension plans and $3 to our postretirement medical and life insurance benefit
plans during 2021.
Funded status. The funded status of a plan refers to the difference between its assets and its obligations. The following table
shows the funded status of our plans.
April 30,
Assets
Obligations
Funded status
Pension Benefits
Medical and Life
Insurance Benefits
2019
2020
2019
2020
$
$
$
754
(908)
(154) $
$
749
(1,005)
(256) $
— $
(50)
(50) $
—
(51)
(51)
65
The funded status is recorded on the accompanying consolidated balance sheets as follows:
April 30,
Other assets
Accounts payable and accrued expenses
Accrued postretirement benefits
Net liability
Accumulated other comprehensive income (loss),
before tax:
Net actuarial gain (loss)
Prior service credit (cost)
Pension Benefits
Medical and Life
Insurance Benefits
2019
2020
2019
2020
$
$
$
$
$
2
(6)
(150)
(154) $
(298) $
(8)
(306) $
— $
(7)
(249)
(256) $
(394) $
(6)
(400) $
— $
(3)
(47)
(50) $
(10) $
10
— $
—
(3)
(48)
(51)
(11)
7
(4)
The following table compares our pension plans whose assets exceed their accumulated benefit obligations with those whose
obligations exceed their assets. (As noted above, we have no assets set aside for postretirement medical or life insurance benefits.)
April 30,
Plans with assets in excess of accumulated
benefit obligation
Plans with accumulated benefit obligation
in excess of assets
Total
$
$
Plan Assets
Accumulated
Benefit Obligation
Projected
Benefit Obligation
2019
2020
2019
2020
2019
2020
754
$
625
$
668
$
613
$
752
$
698
—
754
$
124
749
$
136
804
$
277
890
$
156
908
$
307
1,005
Pension cost. The following table shows the components of the pension cost recognized during each of the last three years.
The amount for each year includes amortization of the prior service cost/credit and net actuarial loss/gain included in accumulated
other comprehensive loss as of the beginning of the year.
Service cost
Interest cost
Expected return on assets
Amortization of:
Prior service cost (credit)
Net actuarial loss (gain)
Settlement charge
Net cost
Pension Benefits
2018
2019
2020
$
$
$
24
29
(41)
1
21
—
34
$
$
24
34
(47)
1
19
15
46
$
24
31
(46)
1
19
1
30
The prior service cost/credit, which represents the effect of plan amendments on benefit obligations, is amortized on a
straight-line basis over the average remaining service period of the employees expected to receive the benefits. The net actuarial
loss/gain results from experience different from that assumed or from a change in actuarial assumptions (including the difference
between actual and expected return on plan assets), and is amortized over at least that same period. The estimated amount of prior
service cost and net actuarial loss that will be amortized from accumulated other comprehensive loss into pension cost in 2021 is
$1 and $27, respectively.
66
Other postretirement benefits cost. The following table shows the components of the postretirement medical and life insurance
benefits cost that we recognized during each of the last three years.
Service cost
Interest cost
Amortization of:
Prior service cost (credit)
Net actuarial loss (gain)
Net cost
Medical and Life Insurance Benefits
2018
2019
2020
$
$
$
1
1
(3)
1
— $
1
2
(3)
1
1
$
$
1
1
(3)
1
—
The estimated amount of prior service credit and net actuarial loss that will be amortized from accumulated other
comprehensive loss into postretirement medical and life insurance benefits cost in 2021 is $3 and $1, respectively.
Other comprehensive income (loss). Prior service cost/credit and net actuarial loss/gain are recognized in other comprehensive
income or loss (OCI) during the period in which they arise. These amounts are later amortized from accumulated OCI into pension
and other postretirement benefit cost over future periods as described above. The following table shows the pre-tax effect of these
amounts on OCI during each of the last three years.
Pension Benefits
Medical and Life
Insurance Benefits
2018
2019
2020
2018
2019
2020
Prior service credit (cost)
Net actuarial gain (loss)
Amortization reclassified to earnings:
Prior service cost (credit)
Net actuarial loss (gain)
Net amount recognized in OCI
$
$
(6) $
10
1
21
26
$
— $
(41)
— $
(115)
1
34
(6) $
1
20
(94) $
— $
1
(3)
1
(1) $
— $
—
(3)
1
(2) $
—
(2)
(3)
1
(4)
Assumptions and sensitivity. We use various assumptions to determine the obligations and cost related to our pension and
other postretirement benefit plans. The weighted-average assumptions used in computing benefit plan obligations as of the end
of the last two years were as follows:
Discount rate
Rate of salary increase
Pension Benefits
Medical and Life
Insurance Benefits
2019
2020
2019
2020
4.04%
4.00%
3.28%
4.00%
3.98%
n/a
3.17%
n/a
The weighted-average assumptions used in computing benefit plan cost during each of the last three years were as follows:
Discount rate for service cost
Discount rate for interest cost
Rate of salary increase
Expected return on plan assets
Pension Benefits
Medical and Life
Insurance Benefits
2018
2019
2020
2018
2019
2020
4.29%
3.40%
4.00%
6.75%
4.30%
3.93%
4.00%
6.50%
4.17%
3.57%
4.00%
6.50%
4.39%
3.35%
n/a
n/a
4.34%
3.90%
n/a
n/a
4.24%
3.53%
n/a
n/a
The assumed discount rates are determined using a yield curve based on the interest rates of high-quality debt securities
with maturities corresponding to the expected timing of our benefit payments. The service cost and interest cost components are
measured by applying the specific spot rates along the yield curve used to measure the benefit obligation at the beginning of the
period.
The assumed rate of salary increase reflects the expected average annual increase in salaries as a result of inflation, merit
increases, and promotions over the service period of the plan participants.
67
The expected return on plan assets represents the long-term rate of return that we assume will be earned over the life of the
pension assets. The assumption reflects expected capital market returns for each asset class, which are based on historical returns,
adjusted for the expected effects of diversification and active management (net of fees).
The assumed health care cost trend rates as of the end of the last two years were as follows:
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
Medical and Life
Insurance Benefits
2019
2020
7.30%
5.00%
2025
6.90%
5.00%
2025
A one percentage point change in the assumed health care cost trend rate would not have significantly changed the accumulated
postretirement benefit obligation as of April 30, 2020, or the aggregate service and interest costs for 2020.
Savings plans. We also sponsor various defined contribution benefit plans that together cover substantially all U.S. employees.
Employees can make voluntary contributions in accordance with their respective plans, which include a 401(k) tax deferral option.
We match a percentage of each employee’s contributions in accordance with plan terms. We expensed $12, $12, and $12 for
matching contributions during 2018, 2019, and 2020, respectively.
International plans. The information presented above for defined benefit plans and defined contribution benefit plans reflects
amounts for U.S. plans only. Information about similar international plans is not presented due to immateriality.
10. Stock-Based Compensation
The Brown-Forman 2013 Omnibus Compensation Plan is our incentive compensation plan, designed to reward participants
(including eligible officers, employees, and non-employee directors) for company performance. Under the Plan, we can grant
stock-based incentive awards for up to 20,750,000 shares of common stock to eligible participants until July 28, 2023. As of
April 30, 2020, awards for approximately 13,514,000 shares remain available for issuance under the Plan. We try to limit the
source of shares delivered to participants under the Plan to treasury shares that we purchase from time to time on the open market
(in connection with a publicly announced share repurchase program), in private transactions, or otherwise.
Awards granted under the Plan include stock-settled stock appreciation rights (SSARs), restricted stock units (RSUs), and
deferred stock units (DSUs).
SSARs. We grant SSARs at an exercise price equal to the closing market price of the underlying stock on the grant date.
SSARs become exercisable after three years from the first day of the fiscal year of grant and generally are exercisable for seven
years after that date. The following table presents information about SSARs outstanding as of April 30, 2020, and for the year
then ended.
Outstanding at April 30, 2019
Granted
Exercised
Forfeited or expired
Outstanding at April 30, 2020
Exercisable at April 30, 2020
Number of
SSARs
(in thousands)
Weighted-
Average
Exercise Price
per SSAR
Weighted-
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic Value
6,852
522
(2,434)
(10)
4,930
2,932
$
$
$
33.25
54.64
27.77
49.70
38.19
31.86
5.1
3.7
$
$
118
89
68
We use the Black-Scholes pricing model to calculate the grant-date fair value of a SSAR. The weighted-average grant-date
fair values and related valuation assumptions for the SSARS granted during each of the last three years were as follows:
Grant-date fair value
Valuation assumptions:
Expected term (years)
Risk-free interest rate
Expected volatility
Expected dividend yield
2018
2019
2020
$
6.79
$
11.06
$
11.13
7.00
2.2%
15.6%
1.5%
7.00
2.9%
17.1%
1.4%
7.00
1.9%
19.3%
1.2%
The expected term is based on past exercise experience for similar awards. The risk-free interest rate is based on zero-coupon
U.S. Treasury rates as of the date of grant. Expected volatility and dividend yield are based on historical data, with consideration
of other factors when applicable.
RSUs. RSUs consist predominantly of performance-based RSUs that vest at the end of a three-year performance period that
begins on the first day of the fiscal year of grant. Performance is measured based on the relative ranking of the total shareholder
return of our Class B common stock during the three-year performance period compared to that of the companies within the
Standard & Poor’s Consumer Staples Index at the end of the performance period, with specific payout levels ranging from 50%
to 150%. At the end of the performance period, the RSUs are converted to common shares that are subject to an additional one-
year holding requirement. The number of shares is determined by adjusting the RSUs by the performance multiplier and adjusting
upward to account for dividends paid on our common stock during the second and third years of the performance period.
The following table presents information about RSUs outstanding as of April 30, 2020, and for the year then ended.
Outstanding at April 30, 2019
Granted
Converted to common shares
Forfeited
Outstanding at April 30, 2020
Number of
RSUs
(in thousands)
Weighted-
Average
Fair Value at
Grant Date
$
382
$
88
(179) $
(2) $
$
289
44.91
56.99
38.56
55.27
52.44
We calculate the grant-date fair value of a performance based RSU using a Monte Carlo simulation technique. The weighted
average grant-date fair values and related valuation assumptions for these awards granted during each of the last three years were
as follows:
Grant-date fair value
Valuation assumptions:
Risk-free interest rate
Expected volatility
Expected dividend yield
Remaining performance period (years) as of grant date
2018
2019
2020
$
46.93
$
55.29
$
56.99
1.5%
18.9%
1.4%
2.8
2.7%
20.8%
1.2%
2.8
1.8%
21.8%
1.2%
2.8
DSUs. DSUs are granted to our non-employee directors. Each DSU represents the right to receive one share of common
stock based on the closing price of the shares on the date of grant. Outstanding DSUs are credited with dividend-equivalent DSUs
when dividends are paid on our common stock. Each annual grant vests after one year. DSUs are paid out in shares after the
completion of a director’s tenure on the board plus a six-month waiting period. The director may elect to receive the distribution
either in a single lump sum or in ten equal annual installments. As of April 30, 2020, there were approximately 246,000 outstanding
DSUs, of which approximately 215,000 were vested.
69
The grant-date fair value of a DSU is the closing market price of the underlying stock on the grant date. The weighted
average grant-date fair values for these awards granted during each of the last three years were as follows:
Grant-date fair value
2018
2019
2020
$
41.81
$
54.20
$
53.34
Additional information. The pre-tax stock-based compensation expense and related deferred income tax benefits recognized
during the last three fiscal years were as follows:
Pre-tax compensation expense
Deferred tax benefit
2018
2019
2020
$
$
19
6
$
14
2
11
2
As of April 30, 2020, there was $7 of total unrecognized compensation cost related to non-vested stock-based awards. That
cost is expected to be recognized over a weighted-average period of 1.6 years. Further information related to our stock-based
awards for the last three years is as follows:
Intrinsic value of SSARs exercised
Fair value of shares vested1
Excess tax benefit from exercise / vesting of awards
$
2018
2019
2020
$
73
6
18
$
31
20
7
89
14
20
1The fair value of shares vested in fiscal 2019 includes $10 related to a one-time performance-based special grant of restricted stock issued in
fiscal 2014 to our Chief Executive Officer (who retired in fiscal 2019). During the performance period, dividends accrued and the award was
adjusted for all applicable stock splits during the vesting period, subject to the same performance measures as the initial grant. The resulting
shares vested on June 1, 2018.
11. Income Taxes
We incur income taxes on the earnings of our U.S. and foreign operations. The following table, based on the locations of
the taxable entities from which sales were derived (rather than the location of customers), presents the U.S. and foreign components
of our income before income taxes:
United States
Foreign
2018
2019
2020
$
$
747
230
977
$
$
863
179
1,042
$
$
849
160
1,009
The income shown above was determined according to GAAP. Because those standards sometimes differ from the tax rules
used to calculate taxable income, there are differences between: (a) the amount of taxable income and pretax financial income for
a year and (b) the tax bases of assets or liabilities and their amounts as recorded in our financial statements. As a result, we recognize
a current tax liability for the estimated income tax payable on the current tax return, and deferred tax liabilities (income tax payable
on income that will be recognized on future tax returns) and deferred tax assets (income tax refunds from deductions that will be
recognized on future tax returns) for the estimated effects of the differences mentioned above.
70
Total income tax expense for a year includes the tax associated with the current tax return (current tax expense) and the
change in the net deferred tax asset or liability (deferred tax expense). Our total income tax expense for each of the last three years
was as follows:
Current:
U.S. federal
Foreign
State and local
Deferred:
U.S. federal
Foreign
State and local
2018
2019
2020
$
$
265
47
17
329
(48)
(13)
(8)
(69)
260
$
$
107
34
28
169
37
4
(3)
38
207
$
$
95
29
19
143
34
7
(2)
39
182
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts
and Jobs Act (Tax Act). The Tax Act significantly revised the future, ongoing U.S. corporate income tax by, among other things,
lowering U.S. corporate income tax rates and implementing a territorial tax system. Because we have an April 30 fiscal year-end,
the lower corporate income tax rate was phased in, resulting in a U.S. statutory federal rate of 30.4% for our fiscal year ended
April 30, 2018, and 21% for fiscal 2019 and subsequent fiscal years. For the year ended April 30, 2019, the reduction of the U.S.
statutory federal rate from 35% (the pre-Tax Act rate) to 21% resulted in a tax benefit of $115.
There were also certain transitional impacts of the Tax Act. As part of the transition to the new territorial tax system, the
Tax Act imposed a one-time repatriation tax on deemed repatriation of historical earnings of foreign subsidiaries. In addition, we
adjusted our U.S. deferred tax assets and liabilities to the lower federal base rate of 21%. These transitional impacts resulted in a
provisional net charge of $43 for the year ended April 30, 2018, composed of a provisional repatriation U.S. tax charge of $91
and a provisional net deferred tax benefit of $48. In the fiscal year ended April 30, 2019, we recorded a benefit of $4 as an adjustment
to the provisional repatriation tax.
The changes included in the Tax Act are broad and complex. The U.S. Securities and Exchange Commission issued rules
that allowed for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the
related tax impacts. As of April 30, 2019, the amounts recorded for the Tax Act for the one-time repatriation tax and the adjustment
to our U.S. deferred tax assets and liabilities were finalized and no longer deemed to be provisional.
The Tax Act also established new tax provisions that impact our financial statements beginning in fiscal 2019. These new
provisions include (a) Global Intangible Low-Tax Income (GILTI), a new inclusion rule affecting non-routine income earned by
foreign subsidiaries; (b) Base Erosion Anti-Abuse Tax (BEAT), a new minimum tax; (c) Foreign-Derived Intangible Income (FDII),
a new preferential tax rate for domestic income earned from serving foreign markets; (d) repeal of the domestic production activity
deduction; and (e) limitations on the deductibility of certain executive compensation. For the fiscal year ended April 30, 2019 and
April 30, 2020, the net impact of these provisions was approximately $12 and $11 of additional tax, respectively.
The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020. It included certain
provisions for additional net operating loss utilization, immediate refund for AMT Credit Carryforwards, and increased income
limitation under IRC section 163(j) for 2019 and 2020. The CARES Act also retroactively clarified the immediate write-off of
qualified improvement property beginning in 2018 and increased the charitable contribution deduction.
As of April 30, 2020, we had approximately $1,279 of undistributed earnings from our foreign subsidiaries. Most of these
earnings have been previously subject to tax, primarily as a result of the one-time repatriation tax on foreign earnings required by
the Tax Act. Historically, we have asserted that the undistributed earnings of our foreign subsidiaries are reinvested indefinitely
outside the United States. During fiscal 2020, we changed our indefinite reinvestment assertion with respect to current year earnings
and prior year undistributed earnings for one of our foreign subsidiaries (but not for its other outside basis differences) and
repatriated $15 of cash to the United States. No incremental taxes were due on this distribution of cash beyond the repatriation
tax recorded in fiscal year 2018. However, we incurred withholding tax of $1 related to the distribution. We have not changed the
indefinite reinvestment assertion on the undistributed earnings or other outside basis differences of any of our other remaining
foreign subsidiaries, and no deferred taxes have been provided. A determination of the unrecognized deferred tax liabilities on the
other outside basis differences and earnings reinvested indefinitely at April 30, 2020, is not practicable due to the complexities in
71
the calculations. The other outside basis differences are primarily related to differences between U.S. GAAP and tax basis that
arose through purchase accounting. These basis differences could reverse through sales of foreign subsidiaries or other transactions,
none of which are considered probable as of April 30, 2020.
As of April 30, 2019, we had approximately $1,266 of undistributed earnings from our foreign subsidiaries. During fiscal
2019, we changed our indefinite reinvestment assertion with respect to current year earnings and prior year undistributed earnings
for one of our foreign subsidiaries (but not for its other outside basis differences) and repatriated $120 of cash to the United States.
Our consolidated effective tax rate usually differs from current statutory rates due to the recognition of amounts for events
or transactions with no tax consequences. The following table reconciles our effective tax rate to the federal statutory tax rate in
the United States:
U.S. federal statutory rate
State taxes, net of U.S. federal tax benefit
Income taxed at other than U.S. federal statutory rate
Tax benefit from foreign-derived sales
Adjustments related to prior years
Tax benefit from U.S. manufacturing
Amortization of deferred tax benefit from intercompany
transactions
Excess tax benefits from stock-based awards
Impact of Tax Act
Other, net
Effective rate
Percent of Income Before Taxes
2018
2019
2020
30.4%
0.8%
(3.4%)
—%
(0.9%)
(2.5%)
(1.6%)
(1.8%)
2.5%
3.1%
26.6%
21.0%
2.1%
(0.1%)
(1.7%)
(1.2%)
—%
—%
(0.7%)
(0.4%)
0.8%
19.8%
Deferred tax assets and liabilities as of the end of each of the last two years were as follows:
April 30,
Deferred tax assets:
Postretirement and other benefits
Accrued liabilities and other
Inventories
Lease liabilities
Loss and credit carryforwards
Valuation allowance
Total deferred tax assets, net
Deferred tax liabilities:
Intangible assets
Property, plant, and equipment
Right-of-use assets
Derivative instruments
Other
Total deferred tax liabilities
Net deferred tax liability
2019
2020
$
$
$
87
23
34
—
55
(25)
174
(218)
(73)
—
(9)
(3)
(303)
(129) $
21.0%
1.7%
—%
(2.0%)
(1.1%)
—%
—%
(2.0%)
—%
0.4%
18.0%
110
23
26
14
57
(22)
208
(233)
(90)
(13)
(18)
(16)
(370)
(162)
72
Details of the loss and credit carryforwards and related valuation allowances as of the end of each of the last two years are
as follows:
April 30, 2019
April 30, 2020
Finland net operating losses
Brazil net operating losses
United Kingdom non-trading
losses
Various state net operating losses
and credits
Other
Gross
Amount
105
$
Deferred
Tax Asset
21
$
42
27
68
54
14
5
6
9
$
296
$
55
$
Valuation
Allowance
—
$
(14)
Gross
Amount
$119
Deferred
Tax Asset
$24
Valuation
Allowance
$
Expiration (as of
April 30, 2020)
— 2024-2030
(10)
None
31
26
63
50
10
5
9
9
289
$
57
$
(5)
—
(6)
(25) $
(5)
None
Various1
Various2
—
(7)
(22)
1As of April 30, 2020, the net deferred tax asset amount includes credit carryforwards of $3 that do not expire and loss and credit carryforwards of $6 that expire
in varying amounts from 2023 to 2040.
2As of April 30, 2020, the gross amount includes loss carryforwards of $24 that do not expire and $26 that expire in varying amounts over the next 20 years.
Although the losses in Brazil can be carried forward indefinitely, it is uncertain whether we will realize sufficient taxable
income to allow us to use these losses. The non-trading losses in the United Kingdom can also be carried forward indefinitely.
However, we know of no significant transactions that will let us use them.
At April 30, 2020, we had $11 of gross unrecognized tax benefits, $9 of which would reduce our effective income tax rate
if recognized. A reconciliation of the beginning and ending unrecognized tax benefits follows:
Unrecognized tax benefits at beginning of year
Additions for tax positions provided in prior periods
Additions for tax positions provided in current period
Decreases for tax positions provided in prior years
Settlements of tax positions in the current period
Unrecognized tax benefits at end of year
2018
2019
2020
$
$
9
5
1
(4)
—
11
$
$
11
1
1
(2)
—
11
$
$
11
2
—
(1)
(1)
11
We file income tax returns in the United States, including several state and local jurisdictions, as well as in several other
countries in which we conduct business. The major jurisdictions and their earliest fiscal years that are currently open for tax
examinations are 2014 for one state in the United States; 2018 in the United Kingdom; 2016 in Australia; 2015 in Finland, Germany,
and Poland; 2014 in the Netherlands and Brazil; and 2013 in Mexico. We expect the audits of our fiscal 2018 and fiscal 2019 U.S.
federal tax returns to be concluded in the first half of fiscal 2021. In addition, we are participating in the Internal Revenue Service’s
Compliance Assurance Program for our fiscal 2020 tax year.
We believe there will be no material change in our gross unrecognized tax benefits in the next 12 months.
12. Acquisition of Business
On July 3, 2019, we acquired 100% of the voting interests in The 86 Company, which owns Fords Gin, for $22 in cash. The
purchase price was allocated largely to the intangible assets that were acquired, including goodwill of $11 and other indefinite-
lived intangibles of $12, net of deferred tax liabilities of $1. The goodwill is primarily attributable to the value of leveraging our
distribution network and brand-building expertise to grow global sales of the Fords Gin brand and to the knowledge and expertise
of the organized workforce employed by the acquired business. We do not expect the goodwill to be deductible for tax purposes.
The 86 Company has been included in our consolidated financial statements since the acquisition date. Actual and pro forma
results are not presented due to immateriality.
13. Derivative Financial Instruments and Hedging Activities
Our multinational business exposes us to global market risks, including the effect of fluctuations in currency exchange rates,
commodity prices, and interest rates. We use derivatives to help manage financial exposures that occur in the normal course of
business. We formally document the purpose of each derivative contract, which includes linking the contract to the financial
exposure it is designed to mitigate. We do not hold or issue derivatives for trading or speculative purposes.
73
We use currency derivative contracts to limit our exposure to the currency exchange risk that we cannot mitigate internally
by using netting strategies. We designate most of these contracts as cash flow hedges of forecasted transactions (expected to occur
within three years). We record all changes in the fair value of cash flow hedges in accumulated other comprehensive income
(AOCI) until the underlying hedged transaction occurs, at which time we reclassify that amount into earnings.
We do not designate some of our currency derivatives as hedges because we use them to partially offset the immediate
earnings impact of changes in foreign currency exchange rates on existing assets or liabilities. We immediately recognize the
change in fair value of these contracts in earnings.
We had outstanding currency derivatives, related primarily to our euro, British pound, and Australian dollar exposures, with
notional amounts for all hedged currencies totaling $1,241 and $1,026 at April 30, 2019 and 2020, respectively. The maximum
term of outstanding derivative contracts was 36 months at both April 30, 2019 and 2020.
We also use foreign currency-denominated debt to help manage our foreign currency exchange risk. The amount of foreign
currency-denominated debt designated as net investment hedges was $635 and $613 as of April 30, 2019 and 2020, respectively.
These net investment hedges are intended to mitigate foreign currency exchange exposure related to non-U.S. dollar net investments
in certain foreign subsidiaries. Any change in value of the designated portion of the hedging instruments is recorded in AOCI,
offsetting the foreign currency translation adjustment of the related net investments that is also recorded in AOCI.
At inception, we expect each financial instrument designated as a hedge to be highly effective in offsetting the financial
exposure it is designed to mitigate. We also assess the effectiveness on an ongoing basis. If determined to no longer be highly
effective, designation and accounting for the instrument as a hedge would be discontinued.
We use forward purchase contracts with suppliers to protect against corn price volatility. We expect to physically take delivery
of the corn underlying each contract and use it for production over a reasonable period of time. Accordingly, we account for these
contracts as normal purchases rather than as derivative instruments.
The following table presents the pre-tax impact that changes in the fair value of our derivative instruments and non-derivative
hedging instruments had on AOCI and earnings during each of the last three years:
Classification in
Statement of
Operations
2018
2019
2020
Currency derivatives designated as cash flow hedges:
Net gain (loss) recognized in AOCI
Net gain (loss) reclassified from AOCI into earnings
Currency derivatives not designated as hedging instruments:
n/a
Sales
Net gain (loss) recognized in earnings
Net gain (loss) recognized in earnings
Sales
Other income
(expense), net
Foreign currency-denominated debt designated as net
investment hedge:
Net gain (loss) recognized in AOCI
n/a
$
(54) $
(11)
(5)
9
(41)
$
69
6
6
6
45
61
23
4
(14)
22
Total amounts presented in the accompanying consolidated statements of
operations for line items affected by the net gains (losses) shown above:
Sales
Other income (expense), net
4,201
16
4,276
15
4,306
(11)
We expect to reclassify $47 of deferred net gains on cash flow hedges recorded in AOCI as of April 30, 2020, to earnings
during fiscal 2021. This reclassification would offset the anticipated earnings impact of the underlying hedged exposures. The
actual amounts that we ultimately reclassify to earnings will depend on the exchange rates in effect when the underlying
hedged transactions occur.
74
The following table presents the fair values of our derivative instruments as of April 30, 2019 and 2020:
Balance Sheet
Classification
Derivative Assets
Derivative Liabilities
April 30, 2019
Designated as cash flow hedges:
Currency derivatives
Currency derivatives
Currency derivatives
Currency derivatives
Not designated as hedges:
Currency derivatives
April 30, 2020
Designated as cash flow hedges:
Currency derivatives
Currency derivatives
Currency derivatives
Currency derivatives
Not designated as hedges:
Currency derivatives
$
Other current assets
Other assets
Accrued expenses
Other liabilities
Accrued expenses
Other current assets
Other assets
Accrued expenses
Other liabilities
Accrued expenses
$
21
22
—
—
—
49
30
—
—
—
(2)
(1)
(5)
(1)
—
(1)
—
—
—
(2)
The fair values reflected in the above table are presented on a gross basis. However, as discussed further below, the fair
values of those instruments subject to net settlement agreements are presented on a net basis in our balance sheets.
In our statements of cash flows, we classify cash flows related to cash flow hedges in the same category as the cash flows
from the hedged items.
Credit risk. We are exposed to credit-related losses if the counterparties to our derivative contracts default. This credit risk
is limited to the fair value of the contracts. To manage this risk, we contract only with major financial institutions that have earned
investment-grade credit ratings and with whom we have standard International Swaps and Derivatives Association (ISDA)
agreements that allow for net settlement of the derivative contracts. Also, we have established counterparty credit guidelines that
we monitor regularly, and we monetize contracts when we believe it is warranted. Because of these safeguards, we believe we
have no derivative positions that warrant credit valuation adjustments.
Some of our derivative instruments require us to maintain a specific level of creditworthiness, which we have maintained.
If our creditworthiness were to fall below that level, then the counterparties to our derivative instruments could request immediate
payment or collateralization for derivative instruments in net liability positions. The aggregate fair value of all derivatives with
creditworthiness requirements that were in a net liability position was $6 and $2 at April 30, 2019 and 2020, respectively.
Offsetting. As noted above, our derivative contracts are governed by ISDA agreements that allow for net settlement of
derivative contracts with the same counterparty. It is our policy to present the fair values of current derivatives (that is, those with
a remaining term of 12 months or less) with the same counterparty on a net basis in our balance sheets. Similarly, we present the
fair values of noncurrent derivatives with the same counterparty on a net basis. We do not net current derivatives with noncurrent
derivatives in our balance sheets.
75
The following table summarizes the gross and net amounts of our derivative contracts:
April 30, 2019
Derivative assets
Derivative liabilities
April 30, 2020
Derivative assets
Derivative liabilities
Gross Amounts
of Recognized
Assets
(Liabilities)
Gross Amounts
Offset in
Balance Sheet
Net Amounts
Presented in
Balance Sheet
Gross Amounts
Not Offset in
Balance Sheet
Net Amounts
$
$
43
(9)
79
(3)
$
(3)
3
(1)
1
$
40
(6)
78
(2)
— $
—
—
—
40
(6)
78
(2)
No cash collateral was received or pledged related to our derivative contracts as of April 30, 2019 or 2020.
14. Fair Value Measurements
The following table summarizes the assets and liabilities measured or disclosed at fair value on a recurring basis:
April 30,
Assets:
Cash and cash equivalents
Currency derivatives
Liabilities:
Currency derivatives
Short-term borrowings
Long-term debt
2019
2020
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$
$
307
40
$
307
40
$
675
78
6
150
2,290
6
150
2,399
2
333
2,269
675
78
2
333
2,486
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement
date. We categorize the fair values of assets and liabilities into three levels based on the assumptions (inputs) used to determine
those values. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management
judgment. The three levels are:
• Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 – Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities
in active markets, quoted prices for identical or similar assets and liabilities in inactive markets, or other inputs that are
observable or can be derived from or corroborated by observable market data.
• Level 3 – Unobservable inputs supported by little or no market activity.
We determine the fair values of our currency derivatives (forward contracts) using standard valuation models. The significant
inputs used in these models, which are readily available in public markets or can be derived from observable market transactions,
include the applicable spot exchange rates, forward exchange rates, and interest rates. These fair value measurements are categorized
as Level 2 within the valuation hierarchy.
We determine the fair value of long-term debt primarily based on the prices at which identical or similar debt has recently
traded in the market and also considering the overall market conditions on the date of valuation. These fair value measurements
are categorized as Level 2 within the valuation hierarchy.
The fair values of cash, cash equivalents, and short-term borrowings approximate the carrying amounts due to the short
maturities of these instruments.
We measure some assets and liabilities at fair value on a nonrecurring basis. That is, we do not measure them at fair value
on an ongoing basis, but we do adjust them to fair value in some circumstances (for example, when we determine that an asset is
impaired). As discussed in Note 4, we recognized a non-cash impairment charge during the fourth quarter of fiscal 2020 related
to our Chambord brand name. The impairment charge was based on the estimated fair value of the brand name, which we determined
using the relief from royalty method, and which is categorized as Level 3 within the valuation hierarchy. No other material
nonrecurring fair value measurements were required during the periods presented in these financial statements.
76
15. Leases
We enter into lease arrangements, which we use primarily for office space, vehicles, and land. Substantially all of our leases
are operating leases. Our finance leases are not material.
Effective May 1, 2019, we updated our accounting policy for leases to reflect the adoption of ASC 842. Under ASC 842, we
record lease liabilities and right-of-use (ROU) assets on our balance sheet for leases with terms exceeding 12 months. We do not
record lease liabilities or ROU assets for short-term leases.
The amounts recorded for lease liabilities and ROU assets are based on the estimated present value, as of the lease
commencement date, of the future payments to be made over the lease term. We calculate the present value using our incremental
borrowing rate that corresponds to the term of the lease. We include the effect of an option to renew or terminate a lease in the
lease term when it is reasonably certain that we will exercise the option.
Some of our leases contain non-lease components (e.g., maintenance or other services) in addition to lease components. We
have elected the practical expedient not to separate the non-lease components from the lease components.
The following table shows the amounts and classification of ROU assets and lease liabilities on our balance sheet as of
April 30, 2020:
Right-of-use assets
Lease liabilities:
Current
Non-current
Total
Classification
Other assets
Accounts payable and accrued expenses
Other liabilities
The following table shows information about the effects of leases during 2020:
April 30,
2020
$
$
$
2020
Total lease cost1
Cash paid for amounts included in the measurement of lease liabilities2
Right-of-use assets obtained in exchange for new lease liabilities
1Consists primarily of operating lease cost. Other components of lease cost were not material.
2Classified within operating activities in the accompanying consolidated statement of cash flows.
$
51
16
37
53
29
21
35
The following table includes a maturity analysis of future (undiscounted) operating lease payments and a reconciliation of
those payments to the lease liabilities recorded on our balance sheet as of April 30, 2020:
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: Present value discount
Lease liabilities
Weighted-average discount rate
Weighted-average remaining term
April 30,
2020
17
13
9
6
3
9
57
(4)
53
$
$
3.0%
5.2 years
77
Future operating lease payments, under the prior accounting standard (ASC 840), were as follows as of April 30, 2019:
2020
2021
2022
2023
2024
Thereafter
Total lease payments
April 30,
2019
23
16
10
5
3
2
59
$
$
Rent expense for operating leases (under ASC 840) was $26 in 2018 and $28 in 2019.
78
16. Other Comprehensive Income
The following table presents the components of net other comprehensive income (loss) during each of the last three years:
Pre-Tax
Tax
Net
Year Ended April 30, 2018
Currency translation adjustments:
Net gain (loss) on currency translation
Reclassification to earnings
Other comprehensive income (loss), net
Cash flow hedge adjustments:
Net gain (loss) on hedging instruments
Reclassification to earnings1
Other comprehensive income (loss), net
Postretirement benefits adjustments:
Net actuarial gain (loss) and prior service cost
Reclassification to earnings2
Other comprehensive income (loss), net
Total other comprehensive income (loss), net
Year Ended April 30, 2019
Currency translation adjustments:
Net gain (loss) on currency translation
Reclassification to earnings
Other comprehensive income (loss), net
Cash flow hedge adjustments:
Net gain (loss) on hedging instruments
Reclassification to earnings1
Other comprehensive income (loss), net
Postretirement benefits adjustments:
Net actuarial gain (loss) and prior service cost
Reclassification to earnings2
Other comprehensive income (loss), net
Total other comprehensive income (loss), net
Year Ended April 30, 2020
Currency translation adjustments:
Net gain (loss) on currency translation
Reclassification to earnings
Other comprehensive income (loss), net
Cash flow hedge adjustments:
Net gain (loss) on hedging instruments
Reclassification to earnings1
Other comprehensive income (loss), net
Postretirement benefits adjustments:
Net actuarial gain (loss) and prior service cost
Reclassification to earnings2
Other comprehensive income (loss), net
$
$
$
$
$
$
12
—
12
(54)
11
(43)
5
20
25
$
12
—
12
18
(3)
15
(2)
(7)
(9)
(6) $
18
$
(16) $
—
(16)
69
(6)
63
(41)
33
(8)
(11) $
—
(11)
(16)
1
(15)
10
(8)
2
39
$
(24) $
(88) $
—
(88)
61
(23)
38
(119)
18
(101)
(6) $
—
(6)
(14)
6
(8)
28
(4)
24
24
—
24
(36)
8
(28)
3
13
16
12
(27)
—
(27)
53
(5)
48
(31)
25
(6)
15
(94)
—
(94)
47
(17)
30
(91)
14
(77)
Total other comprehensive income (loss), net
$
(151) $
10
$
(141)
1Pre-tax amount is classified as sales in the accompanying consolidated statements of operations.
2Pre-tax amount is classified as non-operating postretirement expense in the accompanying consolidated statements of operations.
79
17. Supplemental Information
The following table presents net sales by geography:
Net sales:
United States
United Kingdom
Germany
Australia
Mexico
Other
2018
2019
2020
$
$
1,529
206
146
163
162
1,042
3,248
$
$
1,563
199
159
164
166
1,073
3,324
$
$
1,690
180
171
155
155
1,012
3,363
Net sales are attributed to countries based on where customers are located. See Note 8 for additional information about net
sales, including net sales by product category.
Our two largest customers accounted for approximately 18% and 13% of consolidated net sales in 2020.
The net book value of property, plant, and equipment located outside the United States was $107 and $105 as of April 30,
2019 and 2020, respectively. Other long-lived assets located outside the United States are not significant.
We have concluded that our business constitutes a single operating segment.
18. Subsequent Event
On June 12, 2020, we entered into an agreement to sell assets related to the Early Times, Canadian Mist, and Collingwood
brands (including intellectual property, inventories, and the Canadian Mist production assets) to Sazerac Company. The sale reflects
the continued evolution of our portfolio strategy to focus on premium brands. We expect to recognize a gain on the sale at closing,
which is currently expected to occur by October 31, 2020. The total carrying amount of the assets to be included in the sale is
approximately 1% of our consolidated total assets.
80
Quarterly Financial Information (Unaudited)
(Expressed in millions, except per share amounts)
Second
Quarter
910
$
590
249
0.52
0.52
Fiscal 2019
Third
Quarter
904
$
571
227
0.47
0.47
Fourth
Quarter
744
$
482
159
0.33
0.33
Year
$ 3,324
2,166
835
1.74
1.73
First
Quarter
766
$
498
186
0.39
0.39
Second
Quarter
989
$
619
282
0.59
0.59
Fiscal 2020
Third
Quarter
899
$
557
231
0.48
0.48
Fourth
Quarter
709
$
453
128
0.27
0.27
Year
$ 3,363
2,127
827
1.73
1.72
First
Quarter
766
$
523
200
0.42
0.41
Net sales
Gross profit
Net income
Basic EPS
Diluted EPS
Cash dividends per share:
Declared
Paid
0.3160
0.1580
— 0.3320
0.1660
0.1580
— 0.6480
0.6480
0.1660
0.3320
0.1660
— 0.3486
0.1743
0.1660
— 0.6806
0.6806
0.1743
Note: Quarterly amounts may not add to amounts for the year due to rounding. Further, quarterly earnings per share (EPS) amounts may
not add to amounts for the year because quarterly and annual EPS calculations are performed separately.
81
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer
(CEO) and Chief Financial Officer (CFO) (our principal executive and principal financial officers), has evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) as of the end of fiscal 2020. Based on that evaluation, our CEO and CFO concluded that our disclosure
controls and procedures: (a) are effective to ensure that information required to be disclosed by the Company in our reports filed
or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms; and (b) include controls and procedures designed to ensure that information required to be disclosed by
the Company in such reports is accumulated and communicated to the Company’s management, including the CEO and the CFO,
as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial
reporting during the quarter ended April 30, 2020, 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, 2020, and our independent registered
public accounting firm’s report on our internal control over financial reporting are set forth in “Item 8. Financial Statements and
Supplementary Data.”
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers, and Corporate Governance
PART III
Information on our Executive Officers is included under the caption “Employees and Executive Officers” in Part I of this
report. For the other information required by this item, see the following sections of our definitive proxy statement for the Annual
Meeting of Stockholders to be held July 30, 2020, which information is incorporated into this report by reference: (a) “Proposal
1: Election of Directors” (for biographical information on directors and family relationships); (b) “Code of Conduct and Code of
Ethics for Senior Financial Officers” (for information on our code of ethics); (c) “Selection of Directors” (for information on the
procedures by which security holders may recommend nominees to the Company’s Board of Directors); and (d) “Corporate
Governance” (for information on our Audit Committee).
Item 11. Executive Compensation
For the information required by this item, refer to the following sections of our definitive proxy statement for the Annual
Meeting of Stockholders to be held July 30, 2020, which information is incorporated into this report by reference:
(a) “Compensation Discussion and Analysis”; (b) “Compensation Tables”; (c) “Director Compensation”; (d) “Compensation
Committee Interlocks and Insider Participation”; (e) “Compensation Committee Report”; and (f) “Pay Ratio Disclosure.”
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
For equity compensation plan information, refer to “Item 5. Market for the Registrant’s Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities.” For the other information required by this item, refer to the section entitled
“Stock Ownership” of our definitive proxy statement for the Annual Meeting of Stockholders to be held July 30, 2020, which
information is incorporated into this report by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
For the information required by this item, refer to the following sections of our definitive proxy statement for the Annual
Meeting of Stockholders to be held July 30, 2020, which information is incorporated into this report by reference: (a) “Certain
Relationships and Related Transactions”; and (b) “Our Independent Directors.”
82
Item 14. Principal Accounting Fees and Services
For the information required by this item, refer to the following sections of our definitive proxy statement for the Annual
Meeting of Stockholders to be held July 30, 2020, 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.”
Item 15. Exhibits and Financial Statement Schedules
PART IV
(a)(1)
Financial Statements
The following documents are included in Item 8 of this report:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Equity
Notes to Consolidated Financial Statements
(a)(2)
Financial Statement Schedule:
Schedule II – Valuation and Qualifying Accounts
Page
49
51
52
53
54
55
56
87
We have omitted all other schedules for which provision is made in the applicable accounting regulations of the Securities
and Exchange Commission either because they are not required under the related instructions, because the information required
is included in the consolidated financial statements and notes thereto, or because they do not apply.
(a)(3) Exhibits:
The following documents are filed with this report:
Exhibit Index
4.1
4.2
4.3
21
23
31.1
31.2
32
101
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.
Description of Brown-Forman Corporation’s 1.200% Notes due 2026.
Description of Brown-Forman Corporation’s 2.600% Notes due 2028.
Subsidiaries of the Registrant.
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
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 filed).
The following materials from Brown-Forman Corporation’s Annual Report on Form 10-K/A for the fiscal year ended
April 30, 2020, 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.
104
Cover Page Interactive Data File in Inline XBRL format (included in Exhibit 101).
The following documents have been previously filed:
Exhibit Index
3.1
Restated Certificate of Incorporation of registrant, incorporated into this report by reference to Exhibit 3.1 of Brown-
Forman Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2012, filed on September 5, 2012
(File No. 002-26821).
83
Exhibit Index
3.2
Certificate of Amendment of Restated Certificate of Incorporation of registrant, incorporated into this report by
reference to Exhibit 3.1 of Brown-Forman Corporation’s Form 8-K filed on August 9, 2016 (File No. 001-00123).
3.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
10.1
10.2
10.3
By-laws of registrant, as amended and restated effective May 21, 2020, incorporated into this report by reference to
Exhibit 3.1 of Brown-Forman Corporation’s Form 8-K filed on May 27, 2020 (File No. 001-00123).
Indenture dated as of April 2, 2007, between Brown-Forman Corporation and U.S. Bank National Association, as
Trustee, incorporated into this report by reference to Exhibit 4.1 of Brown-Forman Corporation’s Form 8-K filed on
April 3, 2007 (File No. 002-26821).
First Supplemental Indenture dated as of December 13, 2010, between Brown-Forman Corporation and U.S. Bank
National Association, as Trustee, incorporated into this report by reference to Exhibit 4.2 of Brown-Forman
Corporation’s Form S-3ASR Registration Statement filed on December 13, 2010 (File No. 333-171126).
Second Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National
Association, as Trustee, incorporated into this report by reference to Exhibit 4.3 of Brown-Forman Corporation’s Form
S-3ASR Registration Statement filed on June 24, 2015 (File No. 333-205183).
Form of 2.25% Note due 2023, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s
Form 8-K filed on December 12, 2012 (File No. 002-26821).
Form of 1.200% Note due 2026, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s
Form 8-K filed on July 8, 2016 (File No. 002-26821).
Form of 2.600% Note due 2028, incorporated into this report by reference to Exhibit 4.6 of Brown-Forman Corporation’s
Form 8-K filed on July 8, 2016 (File No. 002-26821).
Form of 3.500% Note due 2025, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman Corporation’s
Form 8-K filed on March 26, 2018 (File No. 001-00123).
Form of 3.75% Note due 2043, incorporated into this report by reference to Exhibit 4.6 of Brown-Forman Corporation’s
Form 8-K filed on December 12, 2012 (File No. 002-26821).
Form of 4.00% Note due 2038, incorporated into this report by reference to Exhibit 4.6 of Brown-Forman Corporation’s
Form 8-K filed on March 26, 2018 (File No. 001-00123).
Form of 4.500% Notes due 2045, incorporated into this report by reference to Exhibit 4.5 of Brown-Forman
Corporation’s Form 8-K filed on June 29, 2015 (File No. 002-26821).
Officer’s Certificate dated December 12, 2012, pursuant to Sections 1.01, 2.02, 3.01, and 3.03 of the Indenture dated
as of April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, between
Brown-Forman Corporation and U.S. Bank National Association, as Trustee, setting forth the terms of the 2.25% Notes
due 2023, and the 3.75% Notes due 2043, incorporated into this report by reference to Exhibit 4.3 of Brown-Forman
Corporation’s Form 8-K filed on December 12, 2012 (File No. 002-26821).
Officer’s Certificate dated June 29, 2015, pursuant to Sections 1.02, 2.02, 3.01 and 3.03 of the Indenture dated as of
April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, and the Second
Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National
Association, as Trustee, setting forth the terms of the 4.500% Notes due 2045, incorporated into this report by reference
to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on June 29, 2015 (File No. 002-26821).
Officers’ Certificate dated July 7, 2016, pursuant to Sections 1.01, 2.02, 3.01, and 3.03 of the Indenture dated as of
April 2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, and the Second
Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National
Association, as Trustee, setting forth the terms of the 1.200% Notes due 2026 and the 2.600% Notes due 2028,
incorporated into this report by reference to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on July 8,
2016 (File No. 002-26821).
Officers’ Certificate dated March 26, 2018, pursuant to Sections 1.02, 2.02, 3.01, and 3.03 of the Indenture dated April
2, 2007, as supplemented by the First Supplemental Indenture dated as of December 13, 2010, and the Second
Supplemental Indenture dated as of June 24, 2015, between Brown-Forman Corporation and U.S. Bank National
Association, as Trustee, setting forth the terms of the 3.500% Note due 2025 and the 4.000% Note due 2038, incorporated
into this report by reference to Exhibit 4.4 of Brown-Forman Corporation’s Form 8-K filed on March 26, 2018 (File
No. 001-00123).
A description of the Brown-Forman Savings Plan, incorporated into this report by reference to page 10 of Brown-
Forman Corporation’s definitive proxy statement filed on June 27, 1996, in connection with its 1996 Annual Meeting
of Stockholders (File No. 001-00123).*
Brown-Forman Corporation Nonqualified Savings Plan, incorporated into this report by reference to Exhibit 4.1 of
Brown-Forman Corporation’s Form S-8 Registration Statement filed on September 24, 2010 (File No. 333-169564).*
Brown-Forman Corporation 2004 Omnibus Compensation Plan, as amended, incorporated into this report by reference
to Exhibit A of Brown-Forman Corporation’s proxy statement filed on June 26, 2009, in connection with its 2009
Annual Meeting of Stockholders (File No. 002-26821).*
84
Exhibit Index
10.4
Form of Employee Stock Appreciation Right Award Agreement, incorporated into this report by reference to Exhibit
10(g) of Brown-Forman Corporation’s Form 8-K filed on August 2, 2006 (File No. 002-26821).*
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
16
Form of Non-Employee Director Stock Appreciation Right Award Agreement, incorporated into this report by reference
to Exhibit 10(i) of Brown-Forman Corporation’s Form 8-K filed on August 2, 2006 (File No. 002-26821).*
2010 Form of Employee Stock-Settled Stock Appreciation Right Award Agreement, incorporated into this report by
reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on July 23, 2010 (File No. 002-26821).*
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.
002-26821).*
2010 Form of Restricted Stock Award Agreement, incorporated into this report by reference to Exhibit 10.3 of Brown-
Forman Corporation’s Form 8-K filed on July 23, 2010 (File No. 002-26821).*
2010 Form of Restricted Stock Unit Award Agreement, incorporated into this report by reference to Exhibit 10.4 of
Brown-Forman Corporation’s Form 8-K filed on July 23, 2010 (File No. 002-26821).*
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 Annual Report on
Form 10-K for the year ended April 30, 2010, filed on June 25, 2010 (File No. 002-26821).*
Second Amendment to the Brown-Forman Corporation Amended and Restated Supplemental Executive Retirement
Plan, incorporated into this report by reference to Exhibit 10(a) of Brown-Forman Corporation’s Quarterly Report on
Form 10-Q for the quarter ended January 31, 2011, filed on March 9, 2011 (File No. 002-26821).*
Brown-Forman Corporation Amended and Restated Non-Employee Director Deferred Stock Unit Program,
incorporated into this report by reference to Exhibit 10.2 of Brown-Forman Corporation’s Form 8-K filed on July 26,
2013 (File No. 002-26821).*
Brown-Forman Corporation 2013 Omnibus Compensation Plan, incorporated into this report by reference to Exhibit
10.1 of Brown-Forman Corporation’s Form 8-K filed on July 26, 2013 (File No. 002-26821).*
Form of Employee Stock-Settled Stock Appreciation Right Award Agreement, incorporated into this report by reference
to Exhibit 10.3 of Brown-Forman Corporation’s Form 8-K filed on July 26, 2013 (File No. 002-26821).*
Form of Restricted Stock Unit Award Agreement, incorporated into this report by reference to Exhibit 10.4 of Brown-
Forman Corporation’s Form 8-K filed on July 26, 2013 (File No. 002-26821).*
Form of Restricted Stock Award Agreement, incorporated into this report by reference to Exhibit 10.5 of Brown-
Forman Corporation’s Form 8-K filed on July 26, 2013 (File No. 002-26821).*
Form of Employee Stock-Settled Stock Appreciation Right Award Agreement, incorporated into this report by reference
to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on August 1, 2016 (File No. 001-00123).*
Form of Performance-Based Restricted Stock Unit Award Agreement (Class A), incorporated into this report by
reference to Exhibit 10.2 of Brown-Forman Corporation’s Form 8-K filed on August 1, 2016 (File No. 001-00123).*
Form of Performance-Based Restricted Stock Unit Award Agreement (Class B), incorporated into this report by
reference to Exhibit 10.3 of Brown-Forman Corporation’s Form 8-K filed on August 1, 2016 (File No. 001-00123).*
Five-Year Credit Agreement, dated as of November 10, 2017, among Brown-Forman Corporation, certain borrowing
subsidiaries and certain lenders party thereto, JPMorgan Chase Bank, N.A., PNC Bank, National Association and Wells
Fargo Bank, National Association, as Co-Documentation Agents, U.S. Bank National Association, as Administrative
Agent, and U.S. Bank National Association, Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and Citigroup Global Markets Inc., as Co-Syndication Agents, Joint Lead Arrangers and Joint Bookrunners,
incorporated into this report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on November
13, 2017 (File No. 001-00123).
Letter Agreement between Brown-Forman Corporation and Jill A. Jones dated May 14, 2018, incorporated into this
report by reference to Exhibit 10.1 of Brown-Forman Corporation’s Form 8-K filed on May 16, 2018 (File No.
001-00123).*
Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission dated February 25, 2020,
incorporated into this report by reference to Exhibit 16.1 of Brown-Forman Corporation’s Form 8-K filed on February
25, 2020 (File No. 001-00123).
* Indicates management contract, compensatory plan, or arrangement.
Item 16. Form 10-K Summary
None.
85
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
BROWN-FORMAN CORPORATION
(Registrant)
/s/ Lawson E. Whiting
By: Lawson E. Whiting
President and Chief Executive Officer
By:
/s/ Jane C. Morreau
Jane C. Morreau
Executive Vice President and Chief Financial
Officer
/s/ Kelli N. Brown
By: Kelli N. Brown
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
Date: June 22, 2020
86
Brown-Forman Corporation and Subsidiaries
Schedule II – Valuation and Qualifying Accounts
For the Years Ended April 30, 2018, 2019, and 2020
(Expressed in millions)
Col. A
Description
Col. B
Balance at
Beginning
of Period
Col. C(1)
Additions
Charged to
Costs and
Expenses
Col. C(2)
Additions
Charged to
Other
Accounts
Col. D
Col. E
Deductions
Balance
at End
of Period
2018
Allowance for doubtful accounts
Deferred tax valuation allowance
2019
Allowance for doubtful accounts
Deferred tax valuation allowance
2020
Allowance for doubtful accounts
Deferred tax valuation allowance
(1) Doubtful accounts written off, net of recoveries.
$
$
$
$
$
$
7
30
7
29
7
25
$
$
$
$
$
$
—
3
1
1
4
2
$
$
$
$
$
$
—
1
—
1
—
—
$
$
$
$
$
$
—
5
$
$
1 (1) $
$
6
—
5
$
$
7
29
7
25
11
22
87
DESCRIPTION OF CAPITAL STOCK
Exhibit 4.1
General
The following is a description of the material terms of the capital stock of Brown-Forman Corporation (the “Company”).
This description is not complete and is qualified by reference to the Company’s restated certificate of incorporation (the
“Certificate of Incorporation”) and its amended and restated bylaws (the “Bylaws”). The Certificate of Incorporation and the
Bylaws are filed as exhibits to the Company’s Annual Report on Form 10-K and are qualified by reference to such documents.
Additionally, the following description of certain provisions of Delaware law is not complete and is qualified by reference to
the Delaware General Corporation Law (“DGCL”).
Under the Certificate of Incorporation, the Company’s authorized capital stock consists of 570,000,000 shares of
common stock divided into (a) 170,000,000 shares of Class A Common Stock, $0.15 par value per share (“Class A Common
Stock”), and (b) 400,000,000 shares of Class B Common Stock, $0.15 par value per share (“Class B Common Stock,” and
collectively with Class A Common Stock, “Common Stock”).
Common Stock
Voting Rights
The holders of Class A Common Stock have full and exclusive voting powers. Each holder of Class A Common Stock is
entitled to one vote for each share of Class A Common Stock held on all matters submitted to a vote of stockholders, except as
otherwise expressly provided in the Certificate of Incorporation or required by applicable law. The Certificate of Incorporation
does not provide for cumulative voting for the election of directors.
Holders of Class B Common Stock have no voting powers, except as provided by the laws of Delaware.
Dividend and Liquidation Rights
Dividends and Distributions. Holders of Common Stock are entitled to receive, when, and if declared by the board of
directors, out of any assets legally available therefor, such dividends as may be declared from time to time by the board of
directors.
Liquidation Rights. In the event of the liquidation, dissolution, or winding-up of the Company, the remaining assets
legally available for distribution to stockholders shall be distributed ratably among the holders of Common Stock.
Other Rights. Holders of Common Stock have no preemptive rights and no right to convert their Common Stock into any
other securities. The Common Stock is not subject to any redemption or sinking fund provisions.
Anti-Takeover Provisions
Certain provisions of the Certificate of Incorporation and the Bylaws and Delaware law could have an anti-takeover effect
and could delay, discourage or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests,
including attempts that might otherwise result in a premium being paid over the market price of the Company’s Common Stock.
Certificate of Incorporation and Bylaw Provisions
The Certificate of Incorporation and the Bylaws contain provisions that could have the effect of delaying or preventing
changes in control or changes in the Company’s management without the consent of the Company’s board of directors,
including, among other things:
•
•
•
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect
director candidates;
the right of the Company’s board of directors to elect a director to fill a vacancy in the Company’s board of
directors, which prevents stockholders from being able to fill vacancies on the Company’s board of directors;
the requirement that a special meeting of stockholders may be called only by a majority vote of the Company’s
board of directors, the executive committee of the Company’s board of directors, the chairman of the
Company’s board of directors (or the presiding chairman), the Company’s president, or by the Company’s
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•
•
secretary at the request in writing of one or more stockholders owning a majority of the Company’s Class A
Common Stock, which could delay the ability of the Company’s stockholders to force consideration of a
proposal or to take action;
the ability of the Company’s board of directors, by majority vote, to amend the Bylaws, which may allow the
Company’s board of directors to take additional actions to prevent a hostile acquisition and inhibit the ability of
an acquirer to amend the Bylaws to facilitate a hostile acquisition; and
advance notice procedures with which stockholders must comply to nominate candidates to the Company’s
board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may preclude
stockholders from bringing matters before a meeting of stockholders or from making nominations for directors
at a meeting of stockholders if the proper procedures are not followed.
Delaware Law
The Company is subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three years after the date that such stockholder became an
interested stockholder, with the following exceptions:
•
•
•
before such date, the board of directors of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested stockholder;
upon the closing of the transaction that resulted in the stockholder becoming an interested stockholder, the
interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the
transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding
voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also
officers and (ii) employee stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
on or after such date, the business combination is approved by the board of directors and authorized at an annual
or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of
the outstanding voting stock that is not owned by the interested stockholder.
In general, Section 203 defines business combination to include the following:
•
•
•
•
•
any merger or consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge, or other disposition of 10% or more of the assets of the corporation involving the
interested stockholder;
subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any
stock of the corporation to the interested stockholder;
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or
any class or series of the corporation beneficially owned by the interested stockholder; or
the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges, or other
financial benefits by or through the corporation.
In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s
affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder
status did own, 15% or more of the outstanding voting stock of the corporation.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Computershare Trust Company, N.A.
Listing
Class A Common Stock and Class B Common Stock is listed on the New York Stock Exchange under the symbols
“BFA” and “BFB,” respectively.
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DESCRIPTION OF 1.200% NOTES DUE 2026
Exhibit 4.2
The following is a description of the material terms of the 1.200% notes due 2026 (the “2026 notes”) of Brown-Forman
Corporation (the “Company”). This description is not complete and is qualified by reference to the indenture (the “base
indenture”) dated as of April 2, 2007 between the Company and U.S. Bank National Association, as trustee, as supplemented
by the first supplemental indenture dated as of December 13, 2010 and the second supplemental indenture dated as of June 24,
2015 (collectively with the base indenture, the “indenture”), and the Officer’s Certificate dated as of July 7, 2016, pursuant to
Section 1.01, 2.02, and 3.01 of the indenture, setting forth the terms of the 2.600% notes due 2028 and the 2026 notes (the
“officer’s certificate”).
General
The Company issued the 2026 notes under the indenture. The 2026 notes are a series of debt securities issued under the
indenture. The 2026 notes are governed by, and construed in accordance with, the laws of the State of New York.
The 2026 notes are listed on the New York Stock Exchange under the symbol “BF26.”
U.S. Bank National Association acts as trustee for the 2026 notes. U.S. Bank National Association also serves as trustee
under certain indentures related to other securities that the Company has issued or guaranteed.
Issuance in Euro
All payments of interest and principal, including payments made upon any redemption or repurchase of the 2026 notes,
will be made in euro; provided that if the euro is unavailable to the Company due to the imposition of exchange controls or
other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the
European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public
institutions of or within the international banking community, then all payments in respect of the 2026 notes will be made in
U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable on any date
in euro will be converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of
the close of business on the second business day prior to the relevant payment date or, if the Board of Governors of the Federal
Reserve System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/euro exchange rate
published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the
event The Wall Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole
discretion on the basis of the most recently available market exchange rate for the euro.
Principal, Maturity and Interest
The 2026 notes were limited initially to €300 million in aggregate principal amount. The Company may re-open the 2026
notes and issue an unlimited aggregate principal amount of additional 2026 notes from time to time. Any such additional 2026
notes, together with the 2026 notes originally issued, will constitute a single series of 2026 notes under the indenture. No
additional 2026 notes may be issued if an Event of Default (as defined below) has occurred with respect to the 2026 notes or if
such additional 2026 notes will not be fungible with the previously issued 2026 notes for Federal income tax purposes. The
Company issued the 2026 notes in denominations of €100,000 and integral multiples of €1,000 in excess thereof.
Interest on the 2026 notes accrues at the rate of 1.200% per year. The Company pays interest on the 2026 notes annually
in arrears on July 7 of each year. The Company makes each interest payment to the persons who are the registered holders of
the 2026 notes on the immediately preceding June 23. Interest on the 2026 notes accrues from the last interest payment date on
which interest was paid on the 2026 notes or, if no interest has been paid on the 2026 notes, from the date of original issue.
Interest on the 2026 notes is computed on the basis of the actual number of days in the period for which interest is being
calculated and the actual number of days from and including the last date on which interest was paid on the 2026 notes (or July
7, 2017, if no interest has been paid on the 2026 notes), to, but excluding, the next scheduled interest payment date. This
payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital
Market Association.
If any interest payment date would otherwise be a day that is not a business day, such interest payment date will be
postponed to the next date that is a business day. If the maturity date of the 2026 notes falls on a day that is not a business day,
the related payment of principal and interest will be made on the next business day as if it were made on the date such payment
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was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next business day.
For these purposes, a “business day” is any day that is not a Saturday, Sunday or other day on which banking institutions in
New York City, London or another place of payment on the 2026 notes are authorized or required by law to close and on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or any successor
thereto, is open.
The 2026 notes will mature on July 7, 2026 unless the 2026 notes are previously redeemed or repurchased in whole.
Ranking
The Company’s obligations to pay principal, interest, and premium, if any, on the 2026 notes are the Company’s general
unsecured senior obligations and rank equally with all of its other unsecured senior indebtedness from time to time outstanding.
Because the creditors of the Company’s subsidiaries have direct claims on the subsidiaries and their assets, the claims of
holders of the Company’s debt securities are “structurally subordinated” to any existing and future liabilities of the Company’s
subsidiaries. This means that the creditors of the Company’s subsidiaries have priority in their claims on the assets of the
Company’s subsidiaries over the Company’s creditors. In addition, a substantial portion of the Company’s ordinary course
liabilities, including accounts payable and accrued liabilities, are incurred by the Company’s subsidiaries. The indenture does
not contain any covenants or provisions that would afford the holders of the 2026 notes protection in the event of a highly
leveraged or similar transaction.
Certain Covenants
Limitation on Liens
The indenture provides that if the Company or any of its Subsidiaries (as defined in the indenture) incurs, issues, assumes
or guarantees any Indebtedness (as defined in the indenture) secured by a Mortgage (as defined in the indenture) on Principal
Property (as defined in the indenture) of the Company or of any Subsidiary or on any shares of capital stock or Indebtedness
(owed to the Company or any other Subsidiary) of any Subsidiary that owns Principal Property, the Company will secure, or
cause such Subsidiary to secure, all outstanding 2026 notes equally and ratably with such secured Indebtedness, unless after
giving effect thereto the aggregate amount of all such secured Indebtedness, together with all Attributable Debt (as defined in
the indenture) of the Company and of its Subsidiaries in respect of sale and lease-back transactions involving Principal
Properties (other than certain sale and lease-back transactions that are permitted under “Limitation on Sale and Leaseback
Transactions”) would constitute 15% or less of the Company’s and its consolidated Subsidiaries’ Consolidated Net Assets (as
defined in the indenture) upon such incurrence, issuance, assumption or guarantee. This restriction will not apply in the case of:
• Mortgages affecting property of any person existing at the time such person becomes a Subsidiary or at the time it is
acquired by the Company or a Subsidiary or arising thereafter under contractual commitments entered into prior to and
not in contemplation of such person’s becoming a Subsidiary or being acquired by the Company or a Subsidiary;
• Mortgages existing at the time of acquisition of the property affected by such Mortgage, or Mortgages incurred to
secure payment of all or part of the purchase price of such property or to secure Indebtedness incurred prior to, at the
time of, or within 180 days after, the acquisition of such property for the purpose of financing all or part of the
purchase price of such property (provided such Mortgages are limited to such property and improvements to such
property);
• Mortgages placed into effect prior to, at the time of, or within 180 days of completion of construction of new facilities
(or any improvements to existing facilities) to secure all or part of the cost of construction or improvement of such
facilities, or to secure Indebtedness incurred to provide funds for any such purpose (provided such Mortgages are
limited to the property or portion thereof upon which the construction being so financed occurred and improvements
the cost of construction of which is being so financed);
•
Pledges or deposits in the ordinary course of business and in connection with bids, tenders, contracts or statutory
obligations or to secure surety or performance bonds;
• Mortgages imposed by law, such as carriers’, warehousemen’s and mechanics’ and materialmen’s liens, arising in the
ordinary course of business;
• Mortgages for taxes or assessments or governmental charges or levies, so long as such taxes or assessments or
governmental charges or levies are not due and payable, or the same can be paid thereafter without penalty, or the
same are being contested in good faith;
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• minor encumbrances, easements or reservations that do not in the aggregate materially adversely affect the value of
the properties or impair their use;
• Mortgages in respect of judgments that do not result in an event of default under the indenture;
• Mortgages that secure only debt owing by a Subsidiary to the Company or to a Subsidiary of the Company;
• Mortgages required by any contract or statute in order to permit the Company or a Subsidiary to perform any contract
or subcontract made by it with or at the request of the United States of America or any state, or any department,
agency, instrumentality or political subdivision of any of the foregoing or the District of Columbia, and Mortgages on
property owned or leased by the Company or a Subsidiary (a) to secure any Indebtedness incurred for the purpose of
financing (including any industrial development bond financing) all or any part of the purchase price or the cost of
constructing, expanding or improving the property subject thereto (provided such Mortgages are limited to the
property or portion thereof upon which the construction being so financed occurred and the improvements the cost of
construction of which is being so financed), or (b) needed to permit the construction, improvement, attachment or
removal of any equipment designed primarily for the purpose of air or water pollution control, provided that such
Mortgages will not extend to other property or assets of the Company or any Subsidiary;
•
landlords’ liens on property held under lease;
• Mortgages, if any, in existence on April 2, 2007; and
•
certain extensions, renewals, replacements or refundings of Mortgages referred to in the foregoing clauses.
Limitation on Sale and Lease-back Transactions
The indenture provides that neither the Company nor any of its Subsidiaries may enter into any sale and lease-back
transaction involving Principal Property acquired or placed into service more than 180 days prior to such transaction, whereby
such property has been or is to be sold or transferred by the Company or any Subsidiary, unless:
•
•
the Company or such Subsidiary would at the time of entering into such transaction be entitled to create Indebtedness
secured by a Mortgage on such property as described in “- Limitations on Liens” above in an amount equal to the
Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the
outstanding 2026 notes; or
the Company applies to the retirement or prepayment (other than any mandatory retirement or prepayment) of the
Company’s Funded Debt (as defined in the indenture), or to the acquisition, development or improvement of Principal
Property, an amount equal to the net proceeds from the sale of the Principal Property so leased within 180 days of the
effective date of any such sale and lease-back transaction, provided that the amount to be applied to the retirement or
prepayment of our Funded Debt shall be reduced by the principal amount of any 2026 notes delivered by the Company
to the trustee within 180 days after such sale and lease-back transaction for retirement and cancellation.
This restriction will not apply to any sale and lease-back transaction (i) involving the taking back of a lease for a period of
three years or less; (ii) involving industrial development or pollution control financing; or (iii) between the Company and a
Subsidiary or between Subsidiaries.
Merger, Consolidation or Sale of Assets
The indenture prohibits the Company from merging into or consolidating with any other corporation or selling, leasing or
conveying substantially all of its assets and the assets of its Subsidiaries, taken as a whole, to any person, unless:
•
•
either the Company is the continuing corporation or the successor corporation or the person that acquires by sale, lease
or conveyance all or substantially all of the Company’s or its Subsidiaries’ assets is a corporation organized under the
laws of the United States of America, any state thereof, or the District of Columbia, and expressly assumes the due and
punctual payment of the principal of, and premium, if any, and interest on all the 2026 notes and the due and punctual
performance and observance of every covenant and condition of the indenture to be performed or observed by the
Company, by supplemental indenture satisfactory to the trustee, executed and delivered to the trustee by such
corporation;
immediately after giving effect to such transaction, no Event of Default described under the caption “Events of Default
and Remedies” below or event which, after notice or lapse of time or both would become an Event of Default, has
happened and is continuing; and
3
•
the Company has delivered to the trustee an opinion of counsel stating that such transaction and such supplemental
indenture comply with the indenture provisions and that the Company has complied with all conditions precedent in
the indenture relating to such transaction.
Upon any consolidation or merger with or into any other person or any sale, conveyance, lease, or other transfer of all or
substantially all of the Company’s or its Subsidiaries’ assets to any person, the successor corporation will succeed to, and be
substituted for, the Company under the indenture and each outstanding 2026 note, and the Company will be relieved of all
obligations and covenants under the indenture and each outstanding 2026 note to the extent the Company was the predecessor
person.
Events of Default and Remedies
The following constitute “Events of Default” under the indenture governing the 2026 notes:
(1) default in paying interest on the 2026 notes when it becomes due and the default continues for a period of 30 days or
more;
(2) default in paying principal, or premium, if any, on the 2026 notes when due;
(3) default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes
due, and such default continues for 30 days or more;
(4) default in the performance, or breach, of any covenant in the indenture (other than defaults specified in clause (1),
(2) or (3) above) and the default or breach continues for a period of 60 days or more after the Company receives
written notice from the trustee or the Company and the trustee receive notice from the holders of at least 25% in
aggregate principal amount of the outstanding 2026 notes;
(5)
(6)
the Company defaults in the payment of any scheduled principal of or interest on any of the Company’s
Indebtedness or any Indebtedness of any of its Subsidiaries (other than the 2026 notes), aggregating more than $50
million in principal amount, when due and payable after giving effect to any applicable grace period;
the Company defaults in the performance of any other term or provision of any of the Company’s Indebtedness or
any Indebtedness of any of its Subsidiaries (other than the 2026 notes) in excess of $50 million principal amount
that results in such Indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such acceleration has not been rescinded or annulled, or such Indebtedness
has not been discharged, within a period of 15 days after there has been given to the Company by the trustee or to
the Company and the trustee by the holders of at least 25% in aggregate principal amount of the 2026 notes then
outstanding, a written notice specifying such default or defaults;
(7) one or more judgments, decrees, or orders is entered against the Company or any of its Significant Subsidiaries (as
defined in the indenture) by a court from which no appeal may be or is taken for the payment of money, either
individually or in the aggregate, in excess of $50 million, and the continuance of such judgment, decree, or order
remains unsatisfied and in effect for any period of 45 consecutive days after the amount of the judgment, decree or
order is due without a stay of execution; and
(8) certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to the
Company have occurred.
If an Event of Default (other than an Event of Default specified in clause (8) with respect to the Company) under the
indenture occurs with respect to the 2026 notes and is continuing, then the trustee or the holders of at least 51% in principal
amount of the outstanding 2026 notes may by written notice require the Company to repay immediately the entire principal
amount of the outstanding 2026 notes, together with all accrued and unpaid interest and premium, if any.
If an Event of Default under the indenture specified in clause (8) with respect to the Company occurs and is continuing,
then the entire principal amount of the outstanding 2026 notes will automatically become due and payable immediately without
any declaration or other act on the part of the trustee or any holder.
After a declaration of acceleration, the holders of a majority in principal amount of outstanding 2026 notes may rescind
this accelerated payment requirement if all existing Events of Default, except for nonpayment of the principal and interest on
the 2026 notes that has become due solely as a result of the accelerated payment requirement, have been cured or waived and if
the rescission of acceleration would not conflict with any judgment or decree. The holders of a majority in principal amount of
the outstanding 2026 notes also have the right to waive past defaults, except a default in paying principal or interest on any
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outstanding debt security, or in respect of a covenant or a provision that cannot be modified or amended without the consent of
all holders of the 2026 notes.
Holders of at least 51% in principal amount of the outstanding 2026 notes may seek to institute a proceeding only after
they have notified the trustee of a continuing Event of Default in writing and made a written request, and offered reasonable
indemnity, to the trustee to institute a proceeding and the trustee has failed to do so within 60 days after it received this notice.
In addition, within this 60-day period the trustee must not have received directions inconsistent with this written request by
holders of a majority in principal amount of the outstanding 2026 notes. These limitations do not apply, however, to a suit
instituted by a holder of a debt security for the enforcement of the payment of principal, interest or any premium on or after the
due dates for such payment.
During the existence of an Event of Default, the trustee is required to exercise the rights and powers vested in it under the
indenture and use the same degree of care and skill in its exercise as a prudent man would under the circumstances in the
conduct of that person’s own affairs. If an Event of Default has occurred and is continuing, the trustee is not under any
obligation to exercise any of its rights or powers at the request or direction of any of the holders unless the holders have offered
to the trustee reasonable security or indemnity. Subject to certain provisions, the holders of a majority in principal amount of
the outstanding 2026 notes have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust, or power conferred on the trustee.
The trustee will, within 90 days after any default occurs, give notice of the default to the holders of the 2026 notes, unless
the default was already cured or waived. Unless there is a default in paying principal, interest or any premium when due, the
trustee can withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of
the holders.
The indenture requires that the Company must deliver to the trustee within 120 days after the end of each fiscal year an
officers’ certificate stating whether such officers have knowledge of any default under the indenture and, if so, specifying such
default and the nature thereof.
Modification and Waiver
The indenture or the 2026 notes may be amended or modified without the consent of any holder of 2026 notes in order to:
•
•
•
evidence a successor to the trustee;
cure ambiguities, defects or inconsistencies;
provide for the assumption of the Company’s obligations in the case of a merger or consolidation or transfer of all or
substantially all of the Company’s assets that complies with the covenant described above under “- Merger,
Consolidation or Sale of Assets”;
• make any change that would provide any additional rights or benefits to the holders of the 2026 notes;
•
•
•
•
add guarantors or co-obligors with respect to the 2026 notes;
secure the 2026 notes;
establish the form or forms of 2026 notes;
add additional Events of Default with respect to the 2026 notes;
• maintain the qualification of the indenture under the Trust Indenture Act; or
• make any change that does not adversely affect in any material respect the interests of any holder.
Other amendments and modifications of the indenture or the 2026 notes issued may be made with the consent of the
holders of not less than a majority of the aggregate principal amount of the outstanding debt securities of each series affected
by the amendment or modification. However, no modification or amendment may, without the consent of the holder of each
outstanding 2026 note:
•
•
•
reduce the principal amount, or extend the fixed maturity, of the 2026 notes;
alter or waive the redemption or repayment provisions of the 2026 notes;
change the currency in which principal, any premium or interest is paid;
5
•
reduce the percentage in principal amount outstanding of 2026 notes that must consent to an amendment, supplement
or waiver or consent to take any action;
•
impair the right to institute suit for the enforcement of any payment on the 2026 notes;
• waive a payment default with respect to the 2026 notes or any guarantor;
•
•
•
reduce the interest rate or extend the time for payment of interest on the 2026 notes;
adversely affect the ranking of the 2026 notes; or
release any guarantor or co-obligor from any of its obligations under its guarantee or the indenture, except in
compliance with the terms of the indenture.
Satisfaction, Discharge and Covenant Defeasance
The Company may terminate its obligations under the indenture with respect to the outstanding 2026 notes, when:
•
either:
•
•
all 2026 notes issued that have been authenticated and delivered have been delivered to the trustee for
cancellation; or
all 2026 notes issued that have not been delivered to the trustee for cancellation have become due and payable,
will become due and payable within one year, or are to be called for redemption within one year and the Company
has made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in the
Company’s name and at its expense, and in each case, the Company has irrevocably deposited or caused to be
deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the 2026 notes;
•
•
the Company has paid or caused to be paid all other sums then due and payable under the indenture; and
the Company delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions
precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.
The Company may elect to have its obligations under the indenture discharged with respect to the outstanding 2026 notes
(“legal defeasance”). Legal defeasance means that the Company will be deemed to have paid and discharged the entire
indebtedness represented by the outstanding 2026 notes under the indenture, except for:
•
•
•
•
the rights of holders of the 2026 notes to receive principal, interest and any premium when due;
the Company’s obligations with respect to the 2026 notes concerning issuing temporary 2026 notes, registration of
transfer of 2026 notes, mutilated, destroyed, lost or stolen 2026 notes and the maintenance of an office or agency for
payment for security payments held in trust;
the rights, powers, trusts, duties and immunities of the trustee; and
the defeasance provisions of the indenture.
In addition, the Company may elect to have its obligations released with respect to certain covenants in the indenture
(“covenant defeasance”). If the Company so elects, any failure to comply with these obligations will not constitute a default or
an Event of Default with respect to the 2026 notes. In the event covenant defeasance occurs, certain events, not including non-
payment, bankruptcy and insolvency events, described under “Events of Default and Remedies” above will no longer constitute
an Event of Default for the 2026 notes.
In order to exercise either legal defeasance or covenant defeasance with respect to outstanding 2026 notes:
•
the Company must irrevocably have deposited or caused to be deposited with the trustee as trust funds for the purpose
of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the
holders of the 2026 notes:
• money in an amount;
• U.S. government obligations (or equivalent government obligations in the case of 2026 notes denominated in
other than U.S. dollars or a specified currency) that will provide, not later than one day before the due date of any
payment, money in an amount; or
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•
a combination of money and U.S. government obligations (or equivalent government obligations, as applicable) in
an amount, in each case sufficient, in the written opinion (with respect to U.S. or equivalent government
obligations or a combination of money and U.S. or equivalent government obligations, as applicable) of a
nationally recognized firm of independent public accountants to pay and discharge, and that will be applied by the
trustee to pay and discharge, all of the principal, interest and premium, if any, at due date or maturity;
in the case of legal defeasance, the Company has delivered to the trustee an opinion of counsel stating that, under then
applicable Federal income tax law or a ruling published by the Internal Revenue Service, the holders of the 2026 notes
will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, defeasance and
discharge to be effected and will be subject to the same Federal income tax as would be the case if the deposit,
defeasance and discharge did not occur;
in the case of covenant defeasance, the Company has delivered to the trustee an opinion of counsel to the effect that
the holders of the 2026 notes will not recognize income, gain or loss for Federal income tax purposes as a result of the
deposit and covenant defeasance to be effected and will be subject to the same Federal income tax as would be the
case if the deposit and covenant defeasance did not occur;
no Event of Default or default with respect to the outstanding 2026 notes has occurred and is continuing at the time of
such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or
insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being
understood that this condition is not deemed satisfied until after the 91st day;
the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning
of the Trust Indenture Act, assuming all 2026 notes were in default within the meaning of the Trust Indenture Act;
the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Company is a party;
the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is
registered under the Investment Company Act of 1940, as amended, or exempt from registration;
if the 2026 notes are to be redeemed prior to their maturity, notice of such redemption shall have been duly given; and
the Company has delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions
precedent with respect to the legal defeasance or covenant defeasance have been complied with.
•
•
•
•
•
•
•
•
Optional Redemption
The 2026 notes are redeemable at the Company’s option at any time in whole or from time to time in part in €1,000
increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination
thereof). If the 2026 notes are redeemed before April 7, 2026 (three months prior to the maturity date, or the “par call date”),
the redemption price will equal the greater of:
•
•
100% of the principal amount of the 2026 notes to be redeemed; and
the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 notes to be
redeemed assuming the 2026 notes mature on the par call date (exclusive of interest accrued to the date of redemption)
discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)), at the Comparable
Government Bond Rate (as defined below) plus 20 basis points.
If the 2026 notes are redeemed on or after the par call date, the redemption price for the 2026 notes will equal 100% of
the principal amount of the 2026 notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption
date.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the
discretion of an independent investment bank selected by the Company, a German government bond whose maturity is closest
to the par call date, or if such independent investment bank in its discretion determines that such similar bond is not in issue,
such other German government bond as such independent investment bank may, with the advice of three brokers of, and/or
market makers in, German government bonds selected by the Company, determine to be appropriate for determining the
Comparable Government Bond Rate.
“Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with
0.0005 being rounded upwards), at which the gross redemption yield on the 2026 notes to be redeemed, if they were to be
7
purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption
yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable
Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment
bank selected by the Company.
If less than all of the 2026 notes are to be redeemed, and the 2026 notes are global notes, the 2026 notes to be redeemed
will be selected by Euroclear or Clearsteam in accordance with their standard procedures. If the 2026 notes to be redeemed are
not global notes then held by Euroclear or Clearstream, the trustee will select the 2026 notes to be redeemed on a pro
rata basis, by lot, or by any other method the trustee deems fair and appropriate. If the 2026 notes are listed on any national
securities exchange, Euroclear or Clearstream will select 2026 notes in compliance with the requirements of the principal
national securities exchange on which the 2026 notes are listed. Notwithstanding the foregoing, if less than all of the 2026
notes are to be redeemed, no 2026 notes of a principal amount of €100,000 or less shall be redeemed in part. If money
sufficient to pay the redemption price on the 2026 notes (or portions thereof) to be redeemed on the redemption date is
deposited with the paying agent on or before the redemption date and certain other conditions are satisfied, then on and after
such redemption date, interest will cease to accrue on such 2026 notes (or such portion thereof) called for redemption.
Optional Redemption for Tax Reasons
The 2026 notes may be redeemed at our option in whole, but not in part, on not less than 15 nor more than 45 days’ prior
notice, at 100% of the principal amount, together with accrued and unpaid interest, if any, to, but excluding, the redemption
date if, as a result of any change in, or amendment to, the laws, regulations or rulings of the United States (or any political
subdivision or taxing authority thereof or therein having power to tax), or any change in official position regarding application
or interpretation of those laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change,
amendment, application or interpretation is announced and becomes effective on or after the original issue date with respect to
the 2026 notes, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will
become obligated to pay additional amounts as described below in “- Payment of Additional Amounts” and that obligation
cannot be avoided by taking reasonable measures available to the Company, as determined by the Company in its sole
discretion acting in good faith.
Payment of Additional Amounts
All payments of principal, interest, and premium, if any, in respect of the 2026 notes will be made free and clear of, and
without withholding or deduction for, any present or future taxes, assessments, duties or governmental charges of whatever
nature imposed, levied or collected by the United States (or any political subdivision or taxing authority thereof or therein
having power to tax), unless such withholding or deduction is required by law or the official interpretation or administration
thereof.
In addition, for so long as the 2026 notes are outstanding and the provisions of the Directive continue to have effect, the
Company will maintain a paying agent in a member state of the European Union that is not obligated to withhold or deduct tax
pursuant to the Directive, or any law implementing or complying with or introduced in order to conform to such directive (so
long as there is such a member state).
The Company will, subject to the exceptions and limitations set forth below, pay as additional interest in respect of the
2026 notes such additional amounts as are necessary in order that the net payment by the Company of the principal of,
premium, if any, and interest in respect of the 2026 notes to a holder who is not a United States person (as defined below), after
withholding or deduction for any present or future tax, assessment, duties or other governmental charge imposed by the United
States (or any political subdivision or taxing authority thereof or therein having power to tax), will not be less than the amount
provided in the 2026 notes to be then due and payable; provided, however, that the foregoing obligation to pay additional
amounts shall not apply:
(1)
to the extent any tax, assessment or other governmental charge would not have been imposed but for the
holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or
corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being
considered as:
a.
being or having been engaged in a trade or business in the United States or having or having had a
permanent establishment in the United States;
8
b.
c.
d.
e.
having a current or former connection with the United States (other than a connection arising solely
as a result of the ownership of the 2026 notes, the receipt of any payment or the enforcement of any
rights hereunder), including being or having been a citizen or resident of the United States;
being or having been a personal holding company, a passive foreign investment company or a
controlled foreign corporation for U.S. Federal income tax purposes or a corporation that has
accumulated earnings to avoid U.S. Federal income tax;
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor
provision; or
being a bank receiving payments on an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of
the Code or any successor provision;
(2)
(3)
to any holder that is not the sole beneficial owner of the 2026 notes, or a portion of the 2026 notes, or that
is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with
respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or
member of the partnership or limited liability company would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment;
to the extent any tax, assessment or other governmental charge that would not have been imposed but for
the failure of the holder or any other person to comply with certification, identification or information
reporting requirements concerning the nationality, residence, identity or connection with the United States
of the holder or beneficial owner of the 2026 notes, if compliance is required by statute, by regulation of
the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4)
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the
Company or a paying agent from the payment;
(5)
to any tax, assessment or other governmental charge required to be withheld by any paying agent from
any payment of principal of or interest on any 2026 notes, if such payment can be made without such
withholding by any other paying agent;
(6)
to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax,
assessment or other governmental charge, or excise tax imposed on the transfer of 2026 notes;
(7)
to any withholding or deduction that is imposed on a payment to an individual and that is required to be
made pursuant to the Directive, or any law implementing or complying with or introduced in order to
conform to, such directive;
(8)
(9)
to any tax, assessment or other governmental charge required to be withheld by any paying agent from
any payment of principal of or interest on any note as a result of the presentation of any note for payment
(where presentation is required) by or on behalf of a holder of 2026 notes, if such payment could have
been made without such withholding by presenting the relevant note to at least one other paying agent in
a member state of the European Union;
to the extent any tax, assessment or other governmental charge would not have been imposed but for the
presentation by the holder of any note, where presentation is required, for payment on a date more than 30
days after the date on which payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later except to the extent that the beneficiary or holder thereof would
have been entitled to the payment of additional amounts had such note been presented for payment on any
day during such 30-day period;
9
(10)
(11)
to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the
Code (or any amended or successor provisions), any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code or any fiscal
or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code; or
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).
The 2026 notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial
interpretation applicable to the 2026 notes. Except as specifically provided above, the Company is not required to make any
payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing
authority of or in any government or political subdivision.
Mandatory Redemption; Sinking Fund
No mandatory redemption obligation is applicable to the 2026 notes. The 2026 notes are not subject to, nor have the
benefit of, a sinking fund.
10
DESCRIPTION OF 2.600% NOTES DUE 2028
Exhibit 4.3
The following is a description of the material terms of the 2.600% notes due 2028 (the “2028 notes”) of Brown-Forman
Corporation (the “Company”). This description is not complete and is qualified by reference to the indenture (the “base
indenture”) dated as of April 2, 2007 between the Company and U.S. Bank National Association, as trustee, as supplemented
by the first supplemental indenture dated as of December 13, 2010 and the second supplemental indenture dated as of June 24,
2015 (collectively with the base indenture, the “indenture”), and the Officer’s Certificate dated as of July 7, 2016, pursuant to
Section 1.01, 2.02, and 3.01 of the indenture, setting forth the terms of the 1.200% notes due 2026 and the 2028 notes (the
“officer’s certificate”).
General
The Company issued the 2028 notes under the indenture. The 2028 notes are a series of debt securities issued under the
indenture. The 2028 notes are governed by, and construed in accordance with, the laws of the State of New York.
The 2028 notes are listed on the New York Stock Exchange under the symbol “BF28.”
U.S. Bank National Association acts as trustee for the 2028 notes. U.S. Bank National Association also serves as trustee
under certain indentures related to other securities that the Company has issued or guaranteed.
Issuance in Sterling
All payments of interest and principal, including payments made upon any redemption or repurchase of the 2028 notes,
will be made in sterling; provided that if the sterling is unavailable to the Company due to the imposition of exchange controls
or other circumstances beyond the Company’s control or for the settlement of transactions by public institutions of or within the
international banking community, then all payments in respect of the 2028 notes will be made in U.S. dollars until the sterling
is again available to the Company or so used. In such circumstances, the amount payable on any date in sterling will be
converted into U.S. dollars at the rate mandated by the Board of Governors of the Federal Reserve System as of the close of
business on the second business day prior to the relevant payment date or, if the Board of Governors of the Federal Reserve
System has not announced a rate of conversion, on the basis of the most recent U.S. dollar/sterling exchange rate published
in The Wall Street Journal on or prior to the second business day prior to the relevant payment date or, in the event The Wall
Street Journal has not published such exchange rate, the rate will be determined in the Company’s sole discretion on the basis
of the most recently available market exchange rate for the sterling.
Principal, Maturity and Interest
The 2028 notes were limited initially to £300 million in aggregate principal amount. The Company may re-open the 2028
notes and issue an unlimited aggregate principal amount of additional 2028 notes from time to time. Any such additional 2028
notes, together with the 2028 notes originally issued, will constitute a single series of 2028 notes under the indenture. No
additional 2028 notes may be issued if an Event of Default (as defined below) has occurred with respect to the 2028 notes or if
such additional 2028 notes will not be fungible with the previously issued 2028 notes for Federal income tax purposes. The
Company issued the 2028 notes in denominations of £100,000 and integral multiples of £1,000 in excess thereof.
Interest on the 2028 notes accrues at the rate of 2.600% per year. The Company pays interest on the 2028 notes annually
in arrears on July 7 of each year. The Company makes each interest payment to the persons who are the registered holders of
the 2028 notes on the immediately preceding June 23. Interest on the 2028 notes accrues from the last interest payment date on
which interest was paid on the 2028 notes or, if no interest has been paid on the 2028 notes, from the date of original issue.
Interest on the 2028 notes is computed on the basis of the actual number of days in the period for which interest is being
calculated and the actual number of days from and including the last date on which interest was paid on the 2028 notes (or
July 7, 2017, if no interest has been paid on the 2028 notes), to, but excluding, the next scheduled interest payment date. This
payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital
Market Association.
If any interest payment date would otherwise be a day that is not a business day, such interest payment date will be
postponed to the next date that is a business day. If the maturity date of the 2028 notes falls on a day that is not a business day,
the related payment of principal and interest will be made on the next business day as if it were made on the date such payment
was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next business day.
1
For these purposes, a “business day” is any day that is not a Saturday, Sunday or other day on which banking institutions in
New York City, London or another place of payment on the 2028 notes are authorized or required by law to close and on which
the Trans-European Automated Real-Time Gross Settlement Express Transfer system (the TARGET2 system), or any successor
thereto, is open.
The 2028 notes will mature on July 7, 2028 unless the 2028 notes are previously redeemed or repurchased in whole.
Ranking
The Company’s obligations to pay principal, interest, and premium, if any, on the 2028 notes are the Company’s general
unsecured senior obligations and rank equally with all of its other unsecured senior indebtedness from time to time outstanding.
Because the creditors of the Company’s subsidiaries have direct claims on the subsidiaries and their assets, the claims of
holders of the Company’s debt securities are “structurally subordinated” to any existing and future liabilities of the Company’s
subsidiaries. This means that the creditors of the Company’s subsidiaries have priority in their claims on the assets of the
Company’s subsidiaries over the Company’s creditors. In addition, a substantial portion of the Company’s ordinary course
liabilities, including accounts payable and accrued liabilities, are incurred by the Company’s subsidiaries. The indenture does
not contain any covenants or provisions that would afford the holders of the 2028 notes protection in the event of a highly
leveraged or similar transaction.
Certain Covenants
Limitation on Liens
The indenture provides that if the Company or any of its Subsidiaries (as defined in the indenture) incurs, issues, assumes
or guarantees any Indebtedness (as defined in the indenture) secured by a Mortgage (as defined in the indenture) on Principal
Property (as defined in the indenture) of the Company or of any Subsidiary or on any shares of capital stock or Indebtedness
(owed to the Company or any other Subsidiary) of any Subsidiary that owns Principal Property, the Company will secure, or
cause such Subsidiary to secure, all outstanding 2028 notes equally and ratably with such secured Indebtedness, unless after
giving effect thereto the aggregate amount of all such secured Indebtedness, together with all Attributable Debt (as defined in
the indenture) of the Company and of its Subsidiaries in respect of sale and lease-back transactions involving Principal
Properties (other than certain sale and lease-back transactions that are permitted under “Limitation on Sale and Leaseback
Transactions”) would constitute 15% or less of the Company’s and its consolidated Subsidiaries’ Consolidated Net Assets (as
defined in the indenture) upon such incurrence, issuance, assumption or guarantee. This restriction will not apply in the case of:
• Mortgages affecting property of any person existing at the time such person becomes a Subsidiary or at the time it is
acquired by the Company or a Subsidiary or arising thereafter under contractual commitments entered into prior to and
not in contemplation of such person’s becoming a Subsidiary or being acquired by the Company or a Subsidiary;
• Mortgages existing at the time of acquisition of the property affected by such Mortgage, or Mortgages incurred to
secure payment of all or part of the purchase price of such property or to secure Indebtedness incurred prior to, at the
time of, or within 180 days after, the acquisition of such property for the purpose of financing all or part of the
purchase price of such property (provided such Mortgages are limited to such property and improvements to such
property);
• Mortgages placed into effect prior to, at the time of, or within 180 days of completion of construction of new facilities
(or any improvements to existing facilities) to secure all or part of the cost of construction or improvement of such
facilities, or to secure Indebtedness incurred to provide funds for any such purpose (provided such Mortgages are
limited to the property or portion thereof upon which the construction being so financed occurred and improvements
the cost of construction of which is being so financed);
•
Pledges or deposits in the ordinary course of business and in connection with bids, tenders, contracts or statutory
obligations or to secure surety or performance bonds;
• Mortgages imposed by law, such as carriers’, warehousemen’s and mechanics’ and materialmen’s liens, arising in the
ordinary course of business;
• Mortgages for taxes or assessments or governmental charges or levies, so long as such taxes or assessments or
governmental charges or levies are not due and payable, or the same can be paid thereafter without penalty, or the
same are being contested in good faith;
2
• minor encumbrances, easements or reservations that do not in the aggregate materially adversely affect the value of
the properties or impair their use;
• Mortgages in respect of judgments that do not result in an event of default under the indenture;
• Mortgages that secure only debt owing by a Subsidiary to the Company or to a Subsidiary of the Company;
• Mortgages required by any contract or statute in order to permit the Company or a Subsidiary to perform any contract
or subcontract made by it with or at the request of the United States of America or any state, or any department,
agency, instrumentality or political subdivision of any of the foregoing or the District of Columbia, and Mortgages on
property owned or leased by the Company or a Subsidiary (a) to secure any Indebtedness incurred for the purpose of
financing (including any industrial development bond financing) all or any part of the purchase price or the cost of
constructing, expanding or improving the property subject thereto (provided such Mortgages are limited to the
property or portion thereof upon which the construction being so financed occurred and the improvements the cost of
construction of which is being so financed), or (b) needed to permit the construction, improvement, attachment or
removal of any equipment designed primarily for the purpose of air or water pollution control, provided that such
Mortgages will not extend to other property or assets of the Company or any Subsidiary;
•
landlords’ liens on property held under lease;
• Mortgages, if any, in existence on April 2, 2007; and
•
certain extensions, renewals, replacements or refundings of Mortgages referred to in the foregoing clauses.
Limitation on Sale and Lease-back Transactions
The indenture provides that neither the Company nor any of its Subsidiaries may enter into any sale and lease-back
transaction involving Principal Property acquired or placed into service more than 180 days prior to such transaction, whereby
such property has been or is to be sold or transferred by the Company or any Subsidiary, unless:
•
•
the Company or such Subsidiary would at the time of entering into such transaction be entitled to create Indebtedness
secured by a Mortgage on such property as described in “- Limitations on Liens” above in an amount equal to the
Attributable Debt with respect to the sale and lease-back transaction without equally and ratably securing the
outstanding 2028 notes; or
the Company applies to the retirement or prepayment (other than any mandatory retirement or prepayment) of the
Company’s Funded Debt (as defined in the indenture), or to the acquisition, development or improvement of Principal
Property, an amount equal to the net proceeds from the sale of the Principal Property so leased within 180 days of the
effective date of any such sale and lease-back transaction, provided that the amount to be applied to the retirement or
prepayment of our Funded Debt shall be reduced by the principal amount of any 2028 notes delivered by the Company
to the trustee within 180 days after such sale and lease-back transaction for retirement and cancellation.
This restriction will not apply to any sale and lease-back transaction (i) involving the taking back of a lease for a period of
three years or less; (ii) involving industrial development or pollution control financing; or (iii) between the Company and a
Subsidiary or between Subsidiaries.
Merger, Consolidation or Sale of Assets
The indenture prohibits the Company from merging into or consolidating with any other corporation or selling, leasing or
conveying substantially all of its assets and the assets of its Subsidiaries, taken as a whole, to any person, unless:
•
•
either the Company is the continuing corporation or the successor corporation or the person that acquires by sale, lease
or conveyance all or substantially all of the Company’s or its Subsidiaries’ assets is a corporation organized under the
laws of the United States of America, any state thereof, or the District of Columbia, and expressly assumes the due and
punctual payment of the principal of, and premium, if any, and interest on all the 2028 notes and the due and punctual
performance and observance of every covenant and condition of the indenture to be performed or observed by the
Company, by supplemental indenture satisfactory to the trustee, executed and delivered to the trustee by such
corporation;
immediately after giving effect to such transaction, no Event of Default described under the caption “Events of Default
and Remedies” below or event which, after notice or lapse of time or both would become an Event of Default, has
happened and is continuing; and
3
•
the Company has delivered to the trustee an opinion of counsel stating that such transaction and such supplemental
indenture comply with the indenture provisions and that the Company has complied with all conditions precedent in
the indenture relating to such transaction.
Upon any consolidation or merger with or into any other person or any sale, conveyance, lease, or other transfer of all or
substantially all of the Company’s or its Subsidiaries’ assets to any person, the successor corporation will succeed to, and be
substituted for, the Company under the indenture and each outstanding 2028 note, and the Company will be relieved of all
obligations and covenants under the indenture and each outstanding 2028 note to the extent the Company was the predecessor
person.
Events of Default and Remedies
The following constitute “Events of Default” under the indenture governing the 2028 notes:
(1) default in paying interest on the 2028 notes when it becomes due and the default continues for a period of 30 days or
more;
(2) default in paying principal, or premium, if any, on the 2028 notes when due;
(3) default is made in the payment of any sinking or purchase fund or analogous obligation when the same becomes
due, and such default continues for 30 days or more;
(4) default in the performance, or breach, of any covenant in the indenture (other than defaults specified in clause (1),
(2) or (3) above) and the default or breach continues for a period of 60 days or more after the Company receives
written notice from the trustee or the Company and the trustee receive notice from the holders of at least 25% in
aggregate principal amount of the outstanding 2028 notes;
(5)
(6)
the Company defaults in the payment of any scheduled principal of or interest on any of the Company’s
Indebtedness or any Indebtedness of any of its Subsidiaries (other than the 2028 notes), aggregating more than $50
million in principal amount, when due and payable after giving effect to any applicable grace period;
the Company defaults in the performance of any other term or provision of any of the Company’s Indebtedness or
any Indebtedness of any of its Subsidiaries (other than the 2028 notes) in excess of $50 million principal amount
that results in such Indebtedness becoming or being declared due and payable prior to the date on which it would
otherwise become due and payable, and such acceleration has not been rescinded or annulled, or such Indebtedness
has not been discharged, within a period of 15 days after there has been given to the Company by the trustee or to
the Company and the trustee by the holders of at least 25% in aggregate principal amount of the 2028 notes then
outstanding, a written notice specifying such default or defaults;
(7) one or more judgments, decrees, or orders is entered against the Company or any of its Significant Subsidiaries (as
defined in the indenture) by a court from which no appeal may be or is taken for the payment of money, either
individually or in the aggregate, in excess of $50 million, and the continuance of such judgment, decree, or order
remains unsatisfied and in effect for any period of 45 consecutive days after the amount of the judgment, decree or
order is due without a stay of execution; and
(8) certain events of bankruptcy, insolvency, reorganization, administration or similar proceedings with respect to the
Company have occurred.
If an Event of Default (other than an Event of Default specified in clause (8) with respect to the Company) under the
indenture occurs with respect to the 2028 notes and is continuing, then the trustee or the holders of at least 51% in principal
amount of the outstanding 2028 notes may by written notice require the Company to repay immediately the entire principal
amount of the outstanding 2028 notes, together with all accrued and unpaid interest and premium, if any.
If an Event of Default under the indenture specified in clause (8) with respect to the Company occurs and is continuing,
then the entire principal amount of the outstanding 2028 notes will automatically become due and payable immediately without
any declaration or other act on the part of the trustee or any holder.
After a declaration of acceleration, the holders of a majority in principal amount of outstanding 2028 notes may rescind
this accelerated payment requirement if all existing Events of Default, except for nonpayment of the principal and interest on
the 2028 notes that has become due solely as a result of the accelerated payment requirement, have been cured or waived and if
the rescission of acceleration would not conflict with any judgment or decree. The holders of a majority in principal amount of
the outstanding 2028 notes also have the right to waive past defaults, except a default in paying principal or interest on any
4
outstanding debt security, or in respect of a covenant or a provision that cannot be modified or amended without the consent of
all holders of the 2028 notes.
Holders of at least 51% in principal amount of the outstanding 2028 notes may seek to institute a proceeding only after
they have notified the trustee of a continuing Event of Default in writing and made a written request, and offered reasonable
indemnity, to the trustee to institute a proceeding and the trustee has failed to do so within 60 days after it received this notice.
In addition, within this 60-day period the trustee must not have received directions inconsistent with this written request by
holders of a majority in principal amount of the outstanding 2028 notes. These limitations do not apply, however, to a suit
instituted by a holder of a debt security for the enforcement of the payment of principal, interest or any premium on or after the
due dates for such payment.
During the existence of an Event of Default, the trustee is required to exercise the rights and powers vested in it under the
indenture and use the same degree of care and skill in its exercise as a prudent man would under the circumstances in the
conduct of that person’s own affairs. If an Event of Default has occurred and is continuing, the trustee is not under any
obligation to exercise any of its rights or powers at the request or direction of any of the holders unless the holders have offered
to the trustee reasonable security or indemnity. Subject to certain provisions, the holders of a majority in principal amount of
the outstanding 2028 notes have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, or exercising any trust, or power conferred on the trustee.
The trustee will, within 90 days after any default occurs, give notice of the default to the holders of the 2028 notes, unless
the default was already cured or waived. Unless there is a default in paying principal, interest or any premium when due, the
trustee can withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of
the holders.
The indenture requires that the Company must deliver to the trustee within 120 days after the end of each fiscal year an
officers’ certificate stating whether such officers have knowledge of any default under the indenture and, if so, specifying such
default and the nature thereof.
Modification and Waiver
The indenture or the 2028 notes may be amended or modified without the consent of any holder of 2028 notes in order to:
•
•
•
evidence a successor to the trustee;
cure ambiguities, defects or inconsistencies;
provide for the assumption of the Company’s obligations in the case of a merger or consolidation or transfer of all or
substantially all of the Company’s assets that complies with the covenant described above under “- Merger,
Consolidation or Sale of Assets”;
• make any change that would provide any additional rights or benefits to the holders of the 2028 notes;
•
•
•
•
add guarantors or co-obligors with respect to the 2028 notes;
secure the 2028 notes;
establish the form or forms of 2028 notes;
add additional Events of Default with respect to the 2028 notes;
• maintain the qualification of the indenture under the Trust Indenture Act; or
• make any change that does not adversely affect in any material respect the interests of any holder.
Other amendments and modifications of the indenture or the 2028 notes issued may be made with the consent of the
holders of not less than a majority of the aggregate principal amount of the outstanding debt securities of each series affected
by the amendment or modification. However, no modification or amendment may, without the consent of the holder of each
outstanding 2028 note:
•
•
•
reduce the principal amount, or extend the fixed maturity, of the 2028 notes;
alter or waive the redemption or repayment provisions of the 2028 notes;
change the currency in which principal, any premium or interest is paid;
5
•
•
reduce the percentage in principal amount outstanding of 2028 notes that must consent to an amendment, supplement
or waiver or consent to take any action;
impair the right to institute suit for the enforcement of any payment on the 2028 notes;
• waive a payment default with respect to the 2028 notes or any guarantor;
•
•
•
reduce the interest rate or extend the time for payment of interest on the 2028 notes;
adversely affect the ranking of the 2028 notes; or
release any guarantor or co-obligor from any of its obligations under its guarantee or the indenture, except in
compliance with the terms of the indenture.
Satisfaction, Discharge and Covenant Defeasance
The Company may terminate its obligations under the indenture with respect to the outstanding 2028 notes, when:
•
either:
•
•
all 2028 notes issued that have been authenticated and delivered have been delivered to the trustee for
cancellation; or
all 2028 notes issued that have not been delivered to the trustee for cancellation have become due and payable,
will become due and payable within one year, or are to be called for redemption within one year and the Company
has made arrangements satisfactory to the trustee for the giving of notice of redemption by such trustee in the
Company’s name and at its expense, and in each case, the Company has irrevocably deposited or caused to be
deposited with the trustee sufficient funds to pay and discharge the entire indebtedness on the 2028 notes;
•
•
the Company has paid or caused to be paid all other sums then due and payable under the indenture; and
the Company delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions
precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with.
The Company may elect to have its obligations under the indenture discharged with respect to the outstanding 2028 notes
(“legal defeasance”). Legal defeasance means that the Company will be deemed to have paid and discharged the entire
indebtedness represented by the outstanding 2028 notes under the indenture, except for:
•
•
•
•
the rights of holders of the 2028 notes to receive principal, interest and any premium when due;
the Company’s obligations with respect to the 2028 notes concerning issuing temporary 2028 notes, registration of
transfer of 2028 notes, mutilated, destroyed, lost or stolen 2028 notes and the maintenance of an office or agency for
payment for security payments held in trust;
the rights, powers, trusts, duties and immunities of the trustee; and
the defeasance provisions of the indenture.
In addition, the Company may elect to have its obligations released with respect to certain covenants in the indenture
(“covenant defeasance”). If the Company so elects, any failure to comply with these obligations will not constitute a default or
an Event of Default with respect to the 2028 notes. In the event covenant defeasance occurs, certain events, not including non-
payment, bankruptcy and insolvency events, described under “Events of Default and Remedies” above will no longer constitute
an Event of Default for the 2028 notes.
In order to exercise either legal defeasance or covenant defeasance with respect to outstanding 2028 notes:
•
the Company must irrevocably have deposited or caused to be deposited with the trustee as trust funds for the purpose
of making the following payments, specifically pledged as security for, and dedicated solely to the benefits of the
holders of the 2028 notes:
• money in an amount;
• U.S. government obligations (or equivalent government obligations in the case of 2028 notes denominated in
other than U.S. dollars or a specified currency) that will provide, not later than one day before the due date of any
payment, money in an amount; or
6
•
a combination of money and U.S. government obligations (or equivalent government obligations, as applicable) in
an amount, in each case sufficient, in the written opinion (with respect to U.S. or equivalent government
obligations or a combination of money and U.S. or equivalent government obligations, as applicable) of a
nationally recognized firm of independent public accountants to pay and discharge, and that will be applied by the
trustee to pay and discharge, all of the principal, interest and premium, if any, at due date or maturity;
in the case of legal defeasance, the Company has delivered to the trustee an opinion of counsel stating that, under then
applicable Federal income tax law or a ruling published by the Internal Revenue Service, the holders of the 2028 notes
will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, defeasance and
discharge to be effected and will be subject to the same Federal income tax as would be the case if the deposit,
defeasance and discharge did not occur;
in the case of covenant defeasance, the Company has delivered to the trustee an opinion of counsel to the effect that
the holders of the 2028 notes will not recognize income, gain or loss for Federal income tax purposes as a result of the
deposit and covenant defeasance to be effected and will be subject to the same Federal income tax as would be the
case if the deposit and covenant defeasance did not occur;
no Event of Default or default with respect to the outstanding 2028 notes has occurred and is continuing at the time of
such deposit after giving effect to the deposit or, in the case of legal defeasance, no default relating to bankruptcy or
insolvency has occurred and is continuing at any time on or before the 91st day after the date of such deposit, it being
understood that this condition is not deemed satisfied until after the 91st day;
the legal defeasance or covenant defeasance will not cause the trustee to have a conflicting interest within the meaning
of the Trust Indenture Act, assuming all 2028 notes were in default within the meaning of the Trust Indenture Act;
the legal defeasance or covenant defeasance will not result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Company is a party;
the legal defeasance or covenant defeasance will not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as amended, unless the trust is
registered under the Investment Company Act of 1940, as amended, or exempt from registration;
if the 2028 notes are to be redeemed prior to their maturity, notice of such redemption shall have been duly given; and
the Company has delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions
precedent with respect to the legal defeasance or covenant defeasance have been complied with.
•
•
•
•
•
•
•
•
Optional Redemption
The 2028 notes are redeemable at the Company’s option at any time in whole or from time to time in part in £1,000
increments (provided that any remaining principal amount thereof shall be at least the minimum authorized denomination
thereof). If the 2028 notes are redeemed before April 7, 2028 (three months prior to the maturity date, or the “par call date”),
the redemption price will equal the greater of:
•
•
100% of the principal amount of the 2028 notes to be redeemed; and
the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 notes to be
redeemed assuming the 2028 notes mature on the par call date (exclusive of interest accrued to the date of redemption)
discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)), at the Comparable
Government Bond Rate (as defined below) plus 25 basis points.
If the 2028 notes are redeemed on or after the par call date, the redemption price for the 2028 notes will equal 100% of
the principal amount of the 2028 notes being redeemed, plus accrued and unpaid interest to, but not including, the redemption
date.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the
discretion of an independent investment bank selected by the Company, a United Kingdom government bond whose maturity is
closest to the par call date, or if such independent investment bank in its discretion determines that such similar bond is not in
issue, such other United Kingdom government bond as such independent investment bank may, with the advice of three brokers
of, and/or market makers in, United Kingdom government bonds selected by the Company, determine to be appropriate for
determining the Comparable Government Bond Rate.
7
“Comparable Government Bond Rate” means the price, expressed as a percentage (rounded to three decimal places, with
0.0005 being rounded upwards), at which the gross redemption yield on the 2028 notes to be redeemed, if they were to be
purchased at such price on the third business day prior to the date fixed for redemption, would be equal to the gross redemption
yield on such business day of the Comparable Government Bond on the basis of the middle market price of the Comparable
Government Bond prevailing at 11:00 a.m. (London time) on such business day as determined by an independent investment
bank selected by the Company.
If less than all of the 2028 notes are to be redeemed, and the 2028 notes are global notes, the 2028 notes to be redeemed
will be selected by Euroclear or Clearsteam in accordance with their standard procedures. If the 2028 notes to be redeemed are
not global notes then held by Euroclear or Clearstream, the trustee will select the 2028 notes to be redeemed on a pro
rata basis, by lot, or by any other method the trustee deems fair and appropriate. If the 2028 notes are listed on any national
securities exchange, Euroclear or Clearstream will select 2028 notes in compliance with the requirements of the principal
national securities exchange on which the 2028 notes are listed. Notwithstanding the foregoing, if less than all of the 2028
notes are to be redeemed, no 2028 notes of a principal amount of £100,000 or less shall be redeemed in part. If money
sufficient to pay the redemption price on the 2028 notes (or portions thereof) to be redeemed on the redemption date is
deposited with the paying agent on or before the redemption date and certain other conditions are satisfied, then on and after
such redemption date, interest will cease to accrue on such 2028 notes (or such portion thereof) called for redemption.
Optional Redemption for Tax Reasons
The 2028 notes may be redeemed at our option in whole, but not in part, on not less than 15 nor more than 45 days’ prior
notice, at 100% of the principal amount, together with accrued and unpaid interest, if any, to, but excluding, the redemption
date if, as a result of any change in, or amendment to, the laws, regulations or rulings of the United States (or any political
subdivision or taxing authority thereof or therein having power to tax), or any change in official position regarding application
or interpretation of those laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change,
amendment, application or interpretation is announced and becomes effective on or after the original issue date with respect to
the 2028 notes, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will
become obligated to pay additional amounts as described below in “- Payment of Additional Amounts” and that obligation
cannot be avoided by taking reasonable measures available to the Company, as determined by the Company in its sole
discretion acting in good faith.
Payment of Additional Amounts
All payments of principal, interest, and premium, if any, in respect of the 2028 notes will be made free and clear of, and
without withholding or deduction for, any present or future taxes, assessments, duties or governmental charges of whatever
nature imposed, levied or collected by the United States (or any political subdivision or taxing authority thereof or therein
having power to tax), unless such withholding or deduction is required by law or the official interpretation or administration
thereof.
In addition, for so long as the 2028 notes are outstanding and the provisions of the Directive continue to have effect, the
Company will maintain a paying agent in a member state of the European Union that is not obligated to withhold or deduct tax
pursuant to the Directive, or any law implementing or complying with or introduced in order to conform to such directive (so
long as there is such a member state).
The Company will, subject to the exceptions and limitations set forth below, pay as additional interest in respect of the
2028 notes such additional amounts as are necessary in order that the net payment by the Company of the principal of,
premium, if any, and interest in respect of the 2028 notes to a holder who is not a United States person (as defined below), after
withholding or deduction for any present or future tax, assessment, duties or other governmental charge imposed by the United
States (or any political subdivision or taxing authority thereof or therein having power to tax), will not be less than the amount
provided in the 2028 notes to be then due and payable; provided, however, that the foregoing obligation to pay additional
amounts shall not apply:
(1)
to the extent any tax, assessment or other governmental charge would not have been imposed but for the
holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or
corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being
considered as:
8
a.
b.
c.
d.
e.
being or having been engaged in a trade or business in the United States or having or having had a
permanent establishment in the United States;
having a current or former connection with the United States (other than a connection arising solely
as a result of the ownership of the 2028 notes, the receipt of any payment or the enforcement of any
rights hereunder), including being or having been a citizen or resident of the United States;
being or having been a personal holding company, a passive foreign investment company or a
controlled foreign corporation for U.S. Federal income tax purposes or a corporation that has
accumulated earnings to avoid U.S. Federal income tax;
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of
the United States Internal Revenue Code of 1986, as amended (the “Code”) or any successor
provision; or
being a bank receiving payments on an extension of credit made pursuant to a loan agreement
entered into in the ordinary course of its trade or business, as described in section 881(c)(3)(A) of
the Code or any successor provision;
(2)
(3)
to any holder that is not the sole beneficial owner of the 2028 notes, or a portion of the 2028 notes, or that
is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with
respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or
member of the partnership or limited liability company would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial
or distributive share of the payment;
to the extent any tax, assessment or other governmental charge that would not have been imposed but for
the failure of the holder or any other person to comply with certification, identification or information
reporting requirements concerning the nationality, residence, identity or connection with the United States
of the holder or beneficial owner of the 2028 notes, if compliance is required by statute, by regulation of
the United States or any taxing authority therein or by an applicable income tax treaty to which the United
States is a party as a precondition to exemption from such tax, assessment or other governmental charge;
(4)
to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the
Company or a paying agent from the payment;
(5)
to any tax, assessment or other governmental charge required to be withheld by any paying agent from
any payment of principal of or interest on any 2028 notes, if such payment can be made without such
withholding by any other paying agent;
(6)
to any estate, inheritance, gift, sales, transfer, wealth, capital gains or personal property tax or similar tax,
assessment or other governmental charge, or excise tax imposed on the transfer of 2028 notes;
(7)
to any withholding or deduction that is imposed on a payment to an individual and that is required to be
made pursuant to the Directive, or any law implementing or complying with or introduced in order to
conform to, such directive;
(8)
to any tax, assessment or other governmental charge required to be withheld by any paying agent from
any payment of principal of or interest on any note as a result of the presentation of any note for payment
(where presentation is required) by or on behalf of a holder of 2028 notes, if such payment could have
been made without such withholding by presenting the relevant note to at least one other paying agent in
a member state of the European Union;
9
(9)
to the extent any tax, assessment or other governmental charge would not have been imposed but for the
presentation by the holder of any note, where presentation is required, for payment on a date more than 30
days after the date on which payment became due and payable or the date on which payment thereof is
duly provided for, whichever occurs later except to the extent that the beneficiary or holder thereof would
have been entitled to the payment of additional amounts had such note been presented for payment on any
day during such 30-day period;
(10)
(11)
to any tax, assessment or other governmental charge imposed under sections 1471 through 1474 of the
Code (or any amended or successor provisions), any current or future regulations or official
interpretations thereof, any agreement entered into pursuant to section 1471(b) of the Code or any fiscal
or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered
into in connection with the implementation of such sections of the Code; or
in the case of any combination of items (1), (2), (3), (4), (5), (6), (7), (8), (9) and (10).
The 2028 notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial
interpretation applicable to the 2028 notes. Except as specifically provided above, the Company is not required to make any
payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing
authority of or in any government or political subdivision.
Mandatory Redemption; Sinking Fund
No mandatory redemption obligation is applicable to the 2028 notes. The 2028 notes are not subject to, nor have the
benefit of, a sinking fund.
10
SUBSIDIARIES OF THE REGISTRANT
Name
The 86 Company
Amercain Investments, C.V.
AMG Trading, L.L.C.
The BenRiach Distillery Company Limited
BF FINCO, S. de R.L. de C.V.
B-F Holding Hungary 2 Kft.
B-F Korea, L.L.C.
BFC Tequila Limited
Brown-Forman Arrow Continental Europe, L.L.C.
Brown-Forman Australia Pty. Ltd.
Brown-Forman Beverages Europe, Ltd.
Brown-Forman Beverages Japan, L.L.C.
Brown-Forman Beverages North Asia, L.L.C.
Brown-Forman Beverages (Shanghai) Co., Ltd.
Brown-Forman Beverages Worldwide, Comercio de Bebidas Ltda.
Brown-Forman Bulgaria, e.o.o.d.
Brown-Forman Colombia S.A.S
Brown-Forman Czechia, s.r.o.
Brown-Forman Deutschland GmbH
Brown-Forman Distillery, Inc.
Brown-Forman Dutch Holding, B.V.
Brown-Forman Finland Oy
Brown-Forman France
Brown-Forman Greece E.P.E.
Brown-Forman Holding Mexico S.A. de C.V.
Brown-Forman Hong Kong Ltd.
Brown-Forman Hungary 1 Kft.
Brown-Forman Hungary Kft.
Brown-Forman India Private Limited
Brown-Forman International, Inc.
Brown-Forman Italy, Inc.
Brown-Forman Korea Ltd.
Brown-Forman Latvia L.L.C.
Brown-Forman Ljubljana Marketing, d.o.o
Brown-Forman Middle East FZ-LLC
Brown-Forman Netherlands, B.V.
Brown-Forman New Zealand Limited
Brown-Forman Polska Sp. z o.o.
Brown-Forman Ro S.R.L.
Brown-Forman Rus L.L.C.
Brown-Forman S1, d.o.o.
Brown-Forman Scotland Limited
Brown-Forman South Africa Pty Ltd.
Brown-Forman Spain, S.L.
Brown-Forman Spirits (Shanghai) Co., Ltd.
Exhibit 21
Percentage of
State or Jurisdiction
Securities Owned
Of Incorporation
100%
100% (1)
100%
100% (2)
100% (3)
100% (4)
100% (5)
100% (6)
100%
100% (5)
100% (5)
100%
100%
100% (7)
100% (8)
100% (5)
100% (5)
100% (9)
100% (10)
100%
100% (5)
100% (5)
100% (5)
100% (11)
100% (12)
100% (13)
100% (14)
100% (5)
100% (15)
100%
100%
100% (13)
100% (5)
100% (5)
100% (5)
100% (16)
100%
100% (9)
100% (11)
100% (17)
100% (5)
100% (4)
100% (5)
100% (5)
100% (7)
Delaware
Netherlands
Delaware
Scotland
Mexico
Hungary
Delaware
Ireland
Kentucky
Australia
United Kingdom
Delaware
Delaware
China
Brazil
Bulgaria
Colombia
Czech Republic
Germany
Delaware
Netherlands
Finland
France
Greece
Mexico
Hong Kong
Hungary
Hungary
India
Delaware
Kentucky
Korea
Latvia
Slovenia
United Arab Emirates
Netherlands
New Zealand
Poland
Romania
Russia
Serbia
Scotland
South Africa
Spain
China
Name
Brown-Forman Spirits Trading, L.L.C.
Brown-Forman Tequila Mexico, S. de R.L. de C.V.
Brown-Forman Thailand, L.L.C.
Brown-Forman Worldwide, L.L.C.
Brown-Forman Worldwide (Shanghai) Co., Ltd.
Canadian Mist Distillers, Limited
Chambord Liqueur Royale de France
Cosesa-BF S. de R.L. de C.V.
Jack Daniel Distillery, Lem Motlow, Prop., Inc.
Jack Daniel's Properties, Inc.
Limited Liability Company Brown-Forman Ukraine
Longnorth Limited
Magnolia Investments of Alabama, L.L.C.
Slane Castle Irish Whiskey Homeplace Limited
Slane Castle Irish Whiskey Limited
Sonoma-Cutrer Vineyards, Inc.
Valle de Amatitan, S.A. de C.V.
Washington Investments, L.L.C.
Percentage of
State or Jurisdiction
Securities Owned
Of Incorporation
100% (5)
100% (18)
100%
100%
100% (19)
100%
100%
100% (21)
100% (22)
100%
100%
100% (16) (20)
100% (23)
100% (24)
100% (5)
100%
100% (18)
100%
Turkey
Mexico
Delaware
Delaware
China
Ontario, Canada
France
Mexico
Tennessee
Delaware
Ukraine
Ireland
Delaware
Ireland
Ireland
California
Mexico
Kentucky
The companies listed above constitute all active subsidiaries in which Brown-Forman Corporation owns, either directly or indirectly, the
majority of the voting securities. No other active affiliated companies are controlled by Brown-Forman Corporation.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Owned 99.991% by Brown-Forman Hungary 1 Kft. and 0.009% by B-F Holding Hungary 2 Kft.
Owned by Brown-Forman Scotland Limited.
Owned 99% by Brown-Forman Dutch Holding B.V. and 1% by Brown-Forman Beverages Europe, Ltd.
Owned by Brown-Forman Hungary 1 Kft.
Owned by Brown-Forman Netherlands, B.V.
Owned by Longnorth Limited.
Owned by Brown-Forman Hong Kong Ltd.
Owned 99% by Brown-Forman Corporation and 1% by Brown-Forman Distillery, Inc.
Owned 81.8% by Brown-Forman Netherlands, B.V. and 18.2% by Brown-Forman Beverages Europe, Ltd.
(10) Owned by Brown-Forman Beverages Europe, Ltd.
(11) Owned 90% by Brown-Forman Netherlands B.V. and 10% Brown-Forman Dutch Holding B.V.
(12) Owned 52.01% by Brown-Forman Netherlands, B.V. and 47.99% by Brown-Forman Corporation.
(13) Owned by B-F Korea, L.L.C.
(14) Owned by AMG Trading, L.L.C.
(15) Owned 99.98% by Brown-Forman Netherlands B.V. and 0.02% Brown-Forman Dutch Holding B.V.
(16) Owned by Amercain Investments C.V.
(17) Owned 90% by Brown-Forman Netherlands B.V. and 10% Brown-Forman Deutschland GmbH.
(18) Owned 99% by Brown-Forman Holding Mexico S.A. de C.V. and 1% by Brown-Forman Distillery, Inc.
(19) Owned by Brown-Forman Beverages North Asia, L.L.C.
(20)
Includes qualifying shares assigned to Brown-Forman Corporation.
(21) Owned 99.9972% by BF FINCO S. de R.L. de C.V. and 0.00277% by Brown-Forman Beverages Europe, Ltd.
(22) Owned by Jack Daniel's Properties, Inc.
(23) Owned by Jack Daniel Distillery, Lem Motlow, Prop., Inc.
(24) Owned by Slane Castle Irish Whiskey Limited.
Consent of Independent Registered Public Accounting Firm
Exhibit 23
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-38649, 333-74567,
333-89294, 333-117630, 333-169564, and 333-190122) of Brown-Forman Corporation of our report dated June 19, 2020 relating
to the financial statements and financial statement schedule and the effectiveness of internal control over financial reporting, which
appears in this Form 10-K/A.
/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
June 22, 2020
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Lawson E. Whiting, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A of Brown-Forman Corporation;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Dated:
June 22, 2020
By:
/s/ Lawson E. Whiting
Lawson E. Whiting
President and Chief Executive
Officer
Exhibit 31.2
1.
2.
3.
4.
CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002
I, Jane C. Morreau, certify that:
I have reviewed this Annual Report on Form 10-K/A of Brown-Forman Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Dated:
June 22, 2020
By:
/s/ Jane C. Morreau
Jane C. Morreau
Executive Vice President and Chief
Financial Officer
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Brown-Forman Corporation (“the Company”) on Form 10-K/A for the period ended
April 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned
hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in
the capacity as an officer of the Company, that:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Dated:
June 22, 2020
By:
By:
/s/ Lawson E. Whiting
Lawson E. Whiting
President and Chief Executive
Officer
/s/ Jane C. Morreau
Jane C. Morreau
Executive Vice President and
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This certificate is being furnished solely for purposes of Section 906 and is not being filed as part of the Report.
CORPORATE INFORMATION
CORPORATE HEADQUARTERS
850 Dixie Highway / Louisville, Kentucky 40210 / (502) 585-1100
www.brown-forman.com / brown-forman@b-f.com
LISTED
New York Stock Exchange — BFA/BFB
STOCKHOLDERS
As of April 30, 2020, there were 2,555 holders of record of Class A Common
Stock and 5,129 holders of record of Class B Common Stock. Stockholders
reside in all 50 states and in 18 foreign countries.
REGISTRAR, TRANSFER AGENT,
AND DIVIDEND DISBURSING AGENT
Computershare
web.queries@computershare.com
(866) 622-1917 (U.S., Canada, Puerto Rico)
(781) 575-4735 (International)
Correspondence: P.O. Box 505000 / Louisville, KY 40233
Overnight Correspondence: 462 South 4th Street, Suite 1600
Louisville, KY 40202
EMPLOYEES
As of April 30, 2020, Brown-Forman employed approximately 4,800 employees,
excluding those employed on a part-time or temporary basis. Brown-Forman
Corporation is committed to equality of opportunity in all aspects of
employment. It has been and will continue to be the policy of Brown-Forman
to provide full and equal employment opportunities to all employees and
potential employees without regard to race, color, religion, national or ethnic
origin, veteran status, age, gender, gender identity or expression, sexual
orientation, genetic information, physical or mental disability, or any other
legally protected status. It is also the policy of Brown-Forman to take affir-
mative action to employ and to advance in employment all persons regardless
of race, color, religion, national or ethnic origin, veteran status, age, gender,
gender identity or expression, sexual orientation, genetic information,
physical or mental disability, or any other legally protected status, and to base
all employment decisions only on valid job requirements. This policy applies to
all terms, conditions, and privileges of employment, such as those pertaining
to selection, training, transfer, promotion, compensation, and educational
assistance programs.
FORM 10-K
Our 2020 Form 10-K is included with this 2020 Integrated Annual Report in
its entirety except for exhibits. Interested stockholders may obtain without
charge a copy of our Form 10-K, or a copy of any exhibit, upon written
request to: Investor Relations, Brown-Forman Corporation, 850 Dixie Highway,
Louisville, Kentucky 40210. The Form 10-K can also be downloaded from the
company’s website at www.brown-forman.com. Click on the “Investors”
section of the website and then on Financial Reports & Filings to view the
Form 10-K and other important documents.
FORWARD-LOOKING STATEMENTS
The 2020 Integrated Annual Report and the embedded electronic content
referenced herein contain “forward-looking statements” as defined under U.S.
federal securities laws. By their nature, forward-looking statements involve
risks, uncertainties and other factors (many beyond our control) that could
cause our actual results to differ materially from our historical experience or
from our current expectations or projections. Except as required by law, we
do not intend to update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. For a description
of these risks and uncertainties, please see “Forward-Looking Statement
Information,” which precedes Part I, Item 1, Business, as well as Item 1A, Risk
Factors, of the Form 10-K included with this 2020 Integrated Annual Report.
USE OF NON-GAAP FINANCIAL INFORMATION
Certain matters discussed in this Annual Report include measures not derived
in accordance with generally accepted accounting principles (“GAAP”),
including “return on average invested capital” and “underlying” changes in
income statement line items. Reconciliations of these measures to the most
closely comparable GAAP measures, and reasons for the company’s use
of these measures, are presented in Part II, Item 7, around “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,”
under the heading “Non-GAAP Financial Measures” of the Form 10-K incorpo-
rated into this 2020 Integrated Annual Report.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLP
STOCK PERFORMANCE GRAPH
This graph compares the cumulative total shareholder return of our Class B
Common Stock against the Standard & Poor’s 500 Index, the Dow Jones U.S.
Consumer Goods Index, and the Dow Jones U.S. Food & Beverage Index. The
graph assumes $100 was invested on April 30, 2015, and that all dividends were
reinvested. The cumulative returns shown on the graph represent the value
that these investments would have had on April 30 in the years since 2015.
INDEXED
TOTAL
SHAREHOLDER
RETURN
as of April 30,
2020, dividends
reinvested
$200
$175
$150
$125
$100
BF Class B Shares
S&P 500 Index
Dow Jones U.S.
Consumer Goods
Dow Jones U.S.
Food and Beverage
2015
2016
2017
2018
2019
2020
$100
$100
$100
$100
$108
$101
$109
$113
$108
$119
$120
$121
$165
$135
$117
$118
$159
$153
$131
$134
$187
$155
$130
$132
ENVIRONMENTAL STEWARDSHIP
As a responsible corporate citizen, Brown-Forman is committed to environ-
mental stewardship and sustainability. Our environmental efforts focus
primarily on the efficient use of natural resources, conserving energy and
water, and minimizing waste.
This Annual Report is printed on FSC®-certified paper.
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OUR LONG-TERM
PERSPECTIVE
BROWN-FORMAN CORPORATE RESPONSIBILITY REPORT
2007-2008
ENRICHING THE
EXPERIENCE OF LIFE
Corporate Responsibility Report 2011– 2012
PARTNERS IN
RESPONSIBILITY
CORPORATE RESPONSIBILIT Y REPORT SUMMARY
2015 / 16
PARTNERS IN
RESPONSIBILITY
CORPORATE RESPONSIBILIT Y REPORT
2015 1
GLOBAL SPIRIT
CORPORATE RESPONSIBILITY REPORT 2013-2014
O N B E I N G R E S P O N S I B L E
O U R T H I N K I N G a bout D R I N K I N G
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2 0 0 9 – 2 0 1 0 b r o w n - f o r m a n c o r p o r a t e r e s p o n s i b i l i t y s u m m a r y r e p o r t
OUR STORY
2017 ANNUAL REPORT
AMERICAN SPIRIT
GLOBAL OPPORTUNITY
2014 ANNUAL REPORT