Delaware | 001-00123 | 61-0143150 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
850 Dixie Highway, Louisville, Kentucky | 40210 | |
(Address of Principal Executive Offices) | (Zip Code) |
• | Unfavorable global or regional economic conditions and related low consumer confidence, high unemployment, weak credit or capital markets, budget deficits, burdensome government debt, austerity measures, higher interest rates, higher taxes, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations |
• | Risks associated with being a U.S.-based company with global operations, including commercial, political, and financial risks; local labor policies and conditions; protectionist trade policies, or economic or trade sanctions, including potential retaliatory tariffs on American spirits and the effectiveness of the Company’s actions to mitigate the negative impact on the Company’s sales and distributors; compliance with local trade practices and other regulations, including anti-corruption laws; terrorism; and health pandemics |
• | Fluctuations in foreign currency exchange rates, particularly a stronger U.S. dollar |
• | Changes in laws, regulations, or policies - especially those that affect the production, importation, marketing, labeling, pricing, distribution, sale, or consumption of the Company’s 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 |
• | The impact of the U.S. tax reform legislation, including as a result of future regulations and guidance interpreting the statute |
• | 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, the Company’s premium products, or spirits generally, and the Company’s 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 |
• | Decline in the social acceptability of beverage alcohol in significant markets |
• | Production facility, aging warehouse, or supply chain disruption |
• | Imprecision in supply/demand forecasting |
• | Higher costs, lower quality, or unavailability of energy, water, raw materials, product ingredients, labor, or finished goods |
• | Route-to-consumer changes that affect the timing of the Company’s sales, temporarily disrupt the marketing or sale of the Company’s products, or result in higher fixed costs |
• | Inventory fluctuations in the Company’s products by distributors, wholesalers, or retailers |
• | 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 the Company’s geographic markets or distribution networks |
• | Risks associated with acquisitions, dispositions, business partnerships, or investments - such as acquisition integration, termination difficulties or costs, or impairment in recorded value |
• | Inadequate protection of the Company’s intellectual property rights |
• | Product recalls or other product liability claims, or product counterfeiting, tampering, contamination, or quality issues |
• | Significant legal disputes and proceedings, or government investigations |
• | Failure or breach of key information technology systems |
• | Negative publicity related to the Company or its brands, marketing, personnel, operations, business performance, or prospects |
• | Failure to attract or retain key executive or employee talent |
• | The Company’s status as a family “controlled company” under New York Stock Exchange rules, and the Company’s dual class share structure |
BROWN-FORMAN CORPORATION | |
(Registrant) | |
Date: April 25, 2019 | /s/ Jaileah X. Huddleston |
Jaileah X. Huddleston | |
Vice President, Assistant General Counsel and Assistant Corporate Secretary |