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As Of Filer Filing For·On·As Docs:Size 6/22/20 Brown Forman Corp 10-K/A 4/30/20 131:15M |
Document/Exhibit Description Pages Size 1: 10-K/A Amendment to Annual Report HTML 1.82M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 48K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 118K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 118K 5: EX-21 Subsidiaries List HTML 58K 6: EX-23 Consent of Experts or Counsel HTML 35K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 43K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 43K 9: EX-32 Certification -- §906 - SOA'02 HTML 39K 40: R1 Document and Entity Information HTML 110K 85: R2 Consolidated Statements of Operations HTML 89K 127: R3 Consolidated Statements of Comprehensive Income HTML 59K 59: R4 Consolidated Balance Sheets HTML 131K 44: R5 Consolidated Balance Sheets (Parenthetical) HTML 46K 89: R6 Consolidated Statements of Cash Flows HTML 128K 131: R7 Consolidated Statements of Stockholders' Equity HTML 85K 62: R8 Consolidated Statements of Stockholders' Equity HTML 43K (Parenthetical) 39: R9 Accounting Policies HTML 58K 68: R10 Balance Sheet Information HTML 73K 19: R11 Earnings Per Share HTML 55K 92: R12 Goodwill and Other Intangible Assets HTML 50K 105: R13 Commitments and Contingencies HTML 45K 67: R14 Debt and Credit Facilities HTML 57K 18: R15 Common Stock HTML 60K 91: R16 Net Sales HTML 75K 104: R17 Pension and Other Postretirement Benefits HTML 345K 66: R18 Stock-Based Compensation HTML 122K 20: R19 Income Taxes HTML 185K 87: R20 Acquisition of Business HTML 38K 129: R21 Derivative Financial Instruments and Hedging HTML 129K Activities 58: R22 Fair Value Measurements HTML 64K 43: R23 Leases HTML 65K 86: R24 Other Comprehensive Income HTML 129K 128: R25 Supplemental Information HTML 56K 57: R26 Subsequent Event HTML 37K 42: R27 Schedule II - Valuation and Qualifying Accounts HTML 76K 90: R28 Accounting Policies (Policies) HTML 105K 125: R29 Derivative Financial Instruments and Hedging HTML 39K Activities (Policies) 106: R30 Leases Leases 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Product Category (Details) HTML 53K 49: R64 Pension and Other Postretirement Benefits (Change HTML 58K in Benefit Obligation) (Details) 29: R65 Pension and Other Postretirement Benefits HTML 52K (Expected Benefit Payments) (Details) 80: R66 Pension and Other Postretirement Benefits Target HTML 43K asset allocation (Details) 121: R67 Pension and Other Postretirement Benefits (Fair HTML 84K Value of Pension Plan Assets and Asset Allocations) (Details) 48: R68 Pension and Other Postretirement Benefits (Change HTML 43K in Fair Value of Level 3 Assets) (Details) 34: R69 Pension and Other Postretirement Benefits (Change HTML 57K in Fair Value of Pension Plan Assets) (Details) 23: R70 Pension and Other Postretirement Benefits (Funded HTML 49K Status of Plans) (Details) 69: R71 Pension and Other Postretirement Benefits (Funded HTML 66K Status Recorded on Accompanying Balance Sheets) (Details) 113: R72 Pension and Other Postretirement Benefits Pension HTML 63K plans whose assets (Obligations) 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Derivatives Recognized in Consolidated Statement of Operations) (Details) 122: R97 Derivative Financial Instruments and Hedging HTML 58K Activities (Fair Value of Derivatives in a Gain (Loss) Position) (Details) 47: R98 Derivative Financial Instruments and Hedging HTML 51K Activities (Textual) (Details) 33: R99 Derivative Financial Instruments and Hedging HTML 64K Activities Offsetting Derivative Assets and Liabilities (Details) 45: R100 Fair Value Measurements Fair Value Measurements HTML 67K (Details) 60: R101 Leases ROU Assets and Liabilities (Details) HTML 51K 130: R102 Leases Lease Cost and Other Information (Details) HTML 42K 88: R103 Leases Future Operating Lease Payments (Details) HTML 59K 41: R104 Leases Future Operating Lease Payments Under ASC HTML 54K 840 (Details) 55: R105 Leases Rent Expense for Operating Leases Under ASC HTML 36K 840 (Details) 126: R106 Other Comprehensive Income Schedule of Other HTML 84K Comprehensive Income (Details) 84: R107 Supplemental Information (Net Sales by Geography) HTML 50K (Details) 38: R108 Supplemental Information Major Customers (Details) HTML 42K 61: R109 Supplemental Information (PP&E) (Details) HTML 40K 63: R110 Subsequent Event Subsequent Event (Details) HTML 37K 15: R111 Schedule II - Valuation and Qualifying Accounts HTML 51K (Details) 46: R9999 Uncategorized Items - bfb-2020430x10kaapril.htm HTML 37K 96: XML IDEA XML File -- Filing Summary XML 247K 116: XML XBRL Instance -- bfb-2020430x10kaapril_htm XML 3.74M 56: EXCEL IDEA Workbook of Financial Reports XLSX 131K 11: EX-101.CAL XBRL Calculations -- bfb-20200430_cal XML 375K 12: EX-101.DEF XBRL Definitions -- bfb-20200430_def XML 1.26M 13: EX-101.LAB XBRL Labels -- bfb-20200430_lab XML 2.68M 14: EX-101.PRE XBRL Presentations -- bfb-20200430_pre XML 1.70M 10: EX-101.SCH XBRL Schema -- bfb-20200430 XSD 266K 112: JSON XBRL Instance as JSON Data -- MetaLinks 575± 886K 37: ZIP XBRL Zipped Folder -- 0000014693-20-000070-xbrl Zip 599K
Exhibit |
• | 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; |
• | 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. |
• | 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. |
• | 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 |
• | 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. |
(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)
| 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; |
(6) | 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. |
• | 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; |
• |
• | make any change that does not adversely affect in any material respect the interests of any holder. |
• | 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; |
• | 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 |
• |
• | 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 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. |
• | 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 |
• | 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 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. |
• | 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. |
(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; |
b. | 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; |
c. | 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; |
d. | 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 |
e. | 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) | 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; |
(3) | 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) | 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; |
(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) | 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 |
(11) | in the case of any combination of items (1), (2), (3), (4),
(5), (6), (7), (8), (9) and (10). |
This ‘10-K/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
7/7/26 | ||||
4/7/26 | ||||
Filed on: | 6/22/20 | |||
For Period end: | 4/30/20 | 10-K, 4 | ||
7/7/17 | ||||
7/7/16 | 8-K | |||
6/24/15 | 424B3, 8-K, FWP, S-3ASR | |||
12/13/10 | 4, 424B5, 8-K, FWP, S-3ASR | |||
4/2/07 | 4, 4/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/17/23 Brown-Forman Corp. S-8 POS 1/17/23 4:103K 3/08/21 Brown-Forman Corp. S-8 3/08/21 9:1.7M |