United States securities and exchange commission logo
November 2, 2021
Leanne Cunningham
Chief Financial Officer
Brown-Forman Corporation
850 Dixie Highway
Louisville, Kentucky 40210
Re: Brown-Forman
Corporation
Form 10-K for the
Fiscal Year Ended April 30, 2021
Filed June 21, 2021
File No. 001-00123
Dear Ms. Cunningham:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 30, 2021
Managements Discussion and Analysis of Financial Condition and Results
of Operations, page
31
1. We note that you
present non-GAAP measures adjusted for the "estimated net change in
distributor
inventories." Please clarify for us what this adjustment represents and explain
in sufficient detail
how you calculate the amounts. Also tell us how you considered
Question 100.04 of the
Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
2. Please expand your
disclosure to include discussion and analysis, with equal or greater
prominence, of the most
directly comparable GAAP financial measure to underlying
measures. We note that
your results of operations discussions primarily focus on the year-
over-year changes in
the underlying measures as opposed to movements in the GAAP
measures. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the
Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
Leanne Cunningham
Brown-Forman Corporation
November 2, 2021
Page 2
Notes to Consolidated Financial Statements
1. Accounting Policies
Inventories, page 63
3. You disclose that inventories are valued at the lower of cost or net
realizable value.
Please clarify if you recognize your LIFO inventories at the lower of
cost or market or
lower of cost or net realizable value and revise your disclosures
accordingly. See ASC
330-10-35-1B through -7.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Eiko Yaoita Pyles, Staff Accountant, at 202-551-3587 or
Andrew
Blume, Staff Accountant, at 202-551-3254 with any questions.
FirstName LastNameLeanne Cunningham Sincerely,
Comapany NameBrown-Forman Corporation
Division of
Corporation Finance
November 2, 2021 Page 2 Office of
Manufacturing
FirstName LastName