Title of Each Class Common Stock, Par Value $3.125 Per Share 8 5 / 8 % Debentures Due 2021 7 7 / 8 % Debentures Due 2023

Beam Suntory Inc.
10-K/A
04/29/2014
Securities registered pursuant to Section 12(b) of the Act:
Title of each class

Common Stock, par value $3.125 per share
8 5 / 8 % Debentures Due 2021
7 7 / 8 % Debentures Due 2023
____________________________
Created by Morningstar Document Research.
http://documentresearch.morningstar.com/
Name of each exchange on which registered
New York Stock Exchange, Inc.
Beam Suntory Inc.
10-K/A
04/29/2014
Form 10-K Table of Contents
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 Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Signatures
APPENDIX A
____________________________
Page
8
32
33
34
35
40
A-1
Beam Suntory Inc.
10-K/A
04/29/2014
Summary of Qualification of Directors
Name
Richard A. Goldstein
Richard Goldstein?s background as a lawyer,

and his 30-year background in consumer
packaged goods as Chief Executive Officer
of a supplier to consumer goods companies,
provides a unique perspective to the Board.
Stephen W. Golsby
Stephen Golsby was formerly the Chief Executive

Officer of a publicly-traded global consumer
products company. He brings to the Board
extensive consumer products company leadership
experience and valuable insights with
respect to international operations.
Ann F. Hackett
Ann Hackett founded a company that provides
strategic, organizational and human resource
consulting services to boards of directors
and senior management teams. She brings
to the Board entrepreneurial experience
and expertise in strategy and human resources.
A.D. David Mackay

(Chairman of the Board)
David Mackay served as Chief Executive

Officer of one of the world?s premier packaged
goods companies, bringing to our Board
the perspective of a leader who faced similar
external economic, social and governance
issues to those that face our Company.
____________________________
Present positions and offices Age Year first
with the Company, principal elected
occupations and other directorships director
during the past five years
Retired since May 2006; Chairman and Chief 72 6/28/1905

Executive Officer of International Flavors
& Fragrances Inc., a manufacturer of flavor
and fragrance products, from June 2000
until May 2006. Currently also a director
of The Interpublic Group of Companies,
Inc., Fiduciary Trust Company International
and Fortune Brands Home & Security, Inc.
Formerly a director of International Flavors
& Fragrances Inc.
lawyer,
mer
fficer
panies,
e Board.
Retired since April 2013; President and 59 7/3/1905

Chief Executive Officer of Mead Johnson
Nutrition Company, a manufacturer of pediatric
nutrition products, from September 2008
until April 2013; President of Mead Johnson
from January 2004 to September 2008; President,
International of Mead Johnson from 2001
to 2003. Currently also a director of Mead
Johnson Nutrition Company.
ef Executive
consumer
Board
leadership
th
.
Founder and President of Horizon Consulting 60 6/29/1905

Group, LLC, a provider of business strategy,
organizational, and human resources advice,
since 1996. Currently also a director of
Capital One Financial Corporation and
Fortune Brands Home & Security, Inc.
provides
resource
rectors
ings
ence
resources.
Retired since January 2011; President 58 6/28/1905

and Chief Executive Officer of Kellogg
Company, a ready-to-eat cereal and convenience
foods company, from December 2006 until
December 2010; President and Chief Operating
Officer of Kellogg Company from September
2003 to December 2006. Currently also a
director of Fortune Brands Home & Security,
Inc., Green Mountain Coffee Roasters,
Inc. and Woolworths Limited. Formerly
a director of Kellogg Company.
ive
er packaged
ard
ed similar
nance
ny.
earch.
.com/
Beam Suntory Inc.
10-K/A
04/29/2014
Name
Gretchen W. Price
Gretchen Price serves as the Chief Financial

Officer of an international consumer products
company. She brings to the Board valuable
experience and expertise in accounting,
auditing and financial reporting.
Matthew J. Shattock
(President and Chief
Executive Officer)
Matthew Shattock?s day-to-day leadership

as President and Chief Executive Officer
of Beam Inc. provides him with intimate
knowledge of our business strategy and
operations. Matthew Shattock also serves
as an important liaison between management
and the independent directors of the Board.
Robert A. Steele
Robert Steele possesses particular knowledge
and experience in accounting and financial
matters. He has extensive understanding
of the branded consumer products industry
and provides the Board insights into consumer
dynamics, manufacturing and supply chain,
marketing and the retail environment.
____________________________
ectors
Present positions and offices Age

with the Company, principal
occupations and other directorships
Executive Vice President, Chief Financial 59

Officer and Administrative Officer of
Arbonne International, LLC, a prestige
personal care products company, since
July 2011; Executive Vice President, Administration
and Chief Financial Officer of Philosophy,
Inc. from 2008 to July 2011; various senior
leadership positions at Procter & Gamble
prior to 2008, most recently as Vice President
of Finance. Currently also a director of
Cincinnati Financial Corporation.
ief Financial
sumer products
d valuable
ounting,
g.
President and Chief Executive Officer 51

of the Company since October 2011; President
and Chief Executive Officer of Beam Global
Spirits & Wine, Inc. from March 2009 to October
2011; Region President of Cadbury Plc,
a confectionary company, from 2003 to 2008;
Chief Operating Officer of Unilever Best
Foods North America, a leading consumer
goods company, from 2000 to 2002; various
senior leadership positions at Unilever
from 1986 to 2000. Currently also a director
of V.F. Corporation.
eadership
e Officer
intimate
egy and
so serves
management
f the Board.
Retired since September 2011; Vice Chairman 58

? Global Health and Well Being of Procter
& Gamble, a consumer brands company, from
July 2007 to September 2011; Group President
? Global Household Care of Procter & Gamble
from April 2006 to July 2007. Currently
also a director of Green Mountain Coffee
Roasters, Inc. Formerly a director of Kellogg
Company.
lar knowledge
d financial
standing
s industry
into consumer
ply chain,
nment.
Research.
star.com/
Year first
elected
director
7/4/1905
7/3/1905
7/3/1905
Beam Suntory Inc.
10-K/A
04/29/2014
Name Present positions and offices

with the Company, principal
occupations and other directorships
Peter M. Wilson Retired since March 2004; Chairman of Gallaher

Group Plc, a UK-based company, from May
1997 through March 2004. Formerly a director
of Kesa Electricals plc.
In addition to a career of over 45 years in

marketing consumer goods, Peter Wilson?s
experience as Chief Executive Officer
of a UK-based, international consumer
goods company provides the Board with a
global perspective.
____________________________
Age Year first
elected
director
72 6/16/1905
Beam Suntory Inc.
10-K/A
04/29/2014
Executive Officers
Name
Matthew J. Shattock
Robert F. Probst
William A. Newlands
Albert Baladi
Nicholas I. Fink
Kevin B. George
C. Clarkson Hine
Mindy Mackenzie
John Owen
Kenton R. Rose
____________________________
Present positions and offices with the Age
Company and
principal occupations during the past
five years
President and Chief Executive Officer 51

of the Company since October 2011; President
and Chief Executive Officer of Beam Global
Spirits & Wine, Inc. from March 2009 to October
2011; Region President of Cadbury Plc,
a confectionary company, from 2003 to 2008.
Senior Vice President and Chief Financial 46

Officer since October 2011; Senior Vice
President and Chief Financial Officer
of Beam Global Spirits & Wine, Inc. from
September 2008 to October 2011; Vice President
Finance at Baxter International Inc.,
a global diversified healthcare company,
from January 2005 to September 2008 where
he was a divisional chief financial officer
responsible for financial services, strategic
planning and business development.
Senior Vice President and President, North 55

America since October 2011; Senior Vice
President and President, North America
December 2010 to October 2011; Senior Vice
President and President, USA of Beam Global
Spirits & Wine, Inc. from February 2008
to December 2010.
Senior Vice President and President, Europe/Middle 49

East/Africa since October 2011; Senior
Vice President and President, Europe/Middle
East/Africa of Beam Global Spirits & Wine,
Inc. from March 2011 to October 2011; Managing
Director, South Pacific of YUM! Restaurants
International, a division of YUM! Brands,
Inc., the world?s largest quickserve restaurant
company, from January 2008 to February
2011, where he led the business in Australia
and New Zealand.
Senior Vice President and President, Asia-Pacific/South 39
America since January 2014. Senior Vice
President, Chief Strategy Officer from
May 2012 to December 2013; Vice President,
Strategy & Corporate Development from
January 2012 to May 2012; Managing Director
of Beam Canada from May 2010 to December
2011; Senior Brand Director Courvoisier
and Fortified Wines from October 2009 to
May 2010; Associate General Counsel of
Beam Global Spirits & Wine, Inc. from June
2006 to October 2009.
Senior Vice President and Chief Marketing 47

Officer since October 2011; Senior Vice
President and Chief Marketing Officer
September 2009 to October 2011; Vice President
and General Manager, Unilever N.V., one
of the world?s leading suppliers of consumer
goods, from August 2006 to September 2009,
where he managed one of Unilever?s three
U.S. business units.
Senior Vice President ? Corporate Communications 51

and Public Affairs since October 2011;
Vice President ? Corporate Communications
and Public Affairs from January 2009 to
October 2011; Vice President ? Corporate
Communications from September 1999 to
January 2009.
Senior Vice President and Chief Performance 43

Officer since December 2013; Senior Vice
President and Chief Human Resources Officer
from October 2011 to December 2013; Senior
Vice President Human Resources of Beam
Global Spirits & Wine, Inc. from January
2010 to October 2011; Vice President Human
Resources and Communications APAC of Campbell
Soup Company, a global manufacturer of
branded convenience food products, from
January 2008 to December 2010, where she
directed all regional human resources
and communication programs.
Senior Vice President, Chief Supply Chain 56

Officer since September 2013; Senior Vice
President, Global Supply Chain and Process
Excellence of Avon Products, Inc., a global
manufacturer and marketer of beauty and
related products, from 2011 to 2013, where
he was responsible for global supply chain
management; Senior Vice President, Global
Supply Chain of Avon from 2005 to 2011.
Senior Vice President, General Counsel 56

and Chief Administrative Officer and Secretary
since October 2011; Senior Vice President,
t Research.
gstar.com/
Beam Suntory Inc.
10-K/A
04/29/2014
Board Committees
Name Audit Compensation Corporate

and Benefits Responsibility
Richard A. Goldstein X
Stephen W. Golsby X X
Ann F. Hackett C
A.D. David Mackay X
Gretchen W. Price(1) C X
Matthew J. Shattock X
Robert A. Steele X X
Peter M. Wilson X C
____________________________
Executive Nominating
and
Corporate
Governance
X X
X
C C
X
X
X
Beam Suntory Inc.
10-K/A
04/29/2014
Summary Compensation
Item 11. Executive Compensation.
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
EXECUTIVE SUMMARY
Name
Matthew J. Shattock
Robert F. Probst
William A. Newlands
Philip Baldock
Albert Baladi
____________________________
Title
President and Chief Executive Officer
(?CEO?)
Senior Vice President and Chief Financial
Officer (?CFO?)
Senior Vice President and President, North
America
Former Senior Vice President and President,
Asia-Pacific/South America
Senior Vice President and President, Europe/Middle
East/Africa
t Research.
gstar.com/
Beam Suntory Inc.
10-K/A
04/29/2014
Peer Group Companies
Brown-Forman Corporation H.J. Heinz Co.

Campbell Soup Co. The Hershey Co.
Constellation Brands, Inc. Hormel Foods Co.
Dean Foods Co. Lorillard Co.
Del Monte Foods Co. McCormick & Co. Inc.
Diageo plc Molson Coors Brewing Co.
Dr. Pepper Snapple Group Inc. Monster Beverage Corp.
Flowers Foods, Inc. Ralcorp Holdings Inc.
Green Mountain Coffee Roasters Inc. Reynolds America Inc.
The J.M. Smucker Co.
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
Base Salary
NEO Base Salary Base Salary

12/31/13 12/31/12
Matthew J. Shattock $1,030,000 $1,000,000
Robert F. Probst $580,000 $561,000
William A. Newlands $580,000 $561,000
Philip Baldock AUD$678,000 AUD$678,000
(USD$604,573) 1 (USD$704,713) 1
Albert Baladi EUR$417,150 EUR$386,250
(USD$573,289) 2 (USD$509,580) 2
____________________________
Percent Increase
3.00%
3.40%
3.40%
0.00%
8.00%
Beam Suntory Inc.
10-K/A
04/29/2014
Annual Incentive Compensation
NEO 2013 Metrics

Matthew J. Shattock 80% Beam Sales/Operating Income Matrix;
20% Beam Free Cash Flow
Robert F. Probst 80% Beam Sales/Operating Income Matrix;
William A. Newlands 60% Segment Sales/Operating Income Matrix;
20% Beam Sales/Operating Income Matrix;
Philip Baldock 60% Segment Sales/Operating Income Matrix;
Albert Baladi 60% Segment Sales/Operating Income Matrix;
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
Beam Inc.
27.0% 80%
Operating Income
(shown as millions) $676.40
OI Margin 80%
(Operating Income / Net Sales) $659.50
60%
$642.60
40%
$625.70
23.7%
20%
$608.80
$2,505.90
0.0%
Net Sales (shown as mill
(Growth Rate over Prior
____________________________
150% 200%
$696.70 $717.00
100% 150%
$676.40 $696.70
80% 100%
$659.50 $676.40
60% 80%
$642.60 $659.50
40% 60%
$625.70 $642.60
$2,606.20 $2,706.40
4.0% 8.0%
t Sales (shown as millions)
Growth Rate over Prior FY)

Beam Suntory Inc.
10-K/A
04/29/2014
NEO Annual Incentive

Target
Matthew J. Shattock 130 %
Robert F. Probst 85 %
William A. Newlands 85 %
Philip Baldock 65 %
Albert Baladi 65 %
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
NEO Target Maximum

Award Award
Matthew J. Shattock $1,339,000 $2,678,000
Robert F. Probst $493,000 $986,000
William A. Newlands $493,000 $986,000
Philip Baldock $392,972 $785,944
Albert Baladi $372,638 $745,276
____________________________
Actual
Award
$1,365,780
$502,860
$458,490
$153,259
$421,081
Beam Suntory Inc.
10-K/A
04/29/2014
Stock Ownership Guidelines
Officer Level Ownership Multiple

Chief Executive Officer 6 times base salary
Senior Vice Presidents (Region Presidents 3 times base salary
and CFO)
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
COMPENSATION COMMITTEE REPORT
Compensation and Benefits Committee
Ann F. Hackett, Chair

Stephen W. Golsby
Gretchen W. Price
Peter M. Wilson
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
Summary Compensation
Name and Principal Position Year Salary

$0
A B
Matthew J. Shattock 7/5/1905
President & CEO 7/4/1905
7/3/1905
Robert F. Probst 7/5/1905
SVP & Chief Financial 7/4/1905
Officer 7/3/1905
William A. Newlands 7/5/1905
SVP, President North 7/4/1905
America 7/3/1905
Philip Baldock 7/5/1905
SVP, President Asia 7/4/1905
Pacific/South America 7/3/1905
Albert Baladi 7/5/1905
SVP, President EMEA 7/4/1905
7/3/1905
____________________________
Salary Bonus Stock Awards
$0 $0 $0
B C D
1,021,950 0
991,667 0
851,250 0
574,902 0
558,250 0
512,500 0
574,902 0
558,250 0
520,000 400,000
604,573 0
704,713 0
692,170 0
561,894 0
505,869 400,000
404,750 400,000
Stock Awards Option Non-Equity
$0 Awards Incentive Plan
$0 Compensation
$0
D E F
3,224,980 1,074,996
3,000,038 999,998
4,659,073 4,206,388
804,971 345,007
769,978 329,998
1,054,808 1,339,690
804,971 345,007
769,978 329,998
1,054,808 1,339,690
560,028 239,997
524,977 224,998
790,988 1,089,697
595,037 254,994
524,977 224,998
790,988 1,000,147
Non-Equity All Other Total
Incentive Plan Compensation $0
Compensation $0
$0
F G H
2,016,780 294,411
2,748,167 259,111
2,037,875 222,289
651,660 145,597
648,102 139,526
784,700 129,147
607,290 163,321
790,035 150,993
830,800 144,869
490,611 49,302
684,282 57,167
1,012,031 56,446
569,881 96,636
493,273 103,926
302,900 498,946
Total
$0
H
7,633,117
7,998,980
11,976,875
2,522,137
2,445,855
3,820,845
2,495,490
2,599,254
4,290,167
1,944,511
2,196,137
3,641,332
2,078,442
2,253,044
3,397,731
Beam Suntory Inc.
10-K/A
04/29/2014
Stock Option Grants
Name Grant Date Threshold

$0
Matthew J. Shattock
Annual Bonus 2/21/2013 (2) $0
RSUs 2/21/2013 (3)
Options 2/21/2013 (4)
Performance Shares 2/21/2013 (5)
Robert F. Probst
Annual Bonus 2/21/2013 (2) $0
RSUs 2/21/2013 (3)
Options 2/21/2013 (4)
William A. Newlands
Annual Bonus 2/21/2013 (2) $0
RSUs 2/21/2013 (3)
Options 2/21/2013 (4)
Philip Baldock
Annual Bonus 2/21/2013 (2) $0
RSUs 2/21/2013 (3)
Options 2/21/2013 (4)
Albert Baladi
Annual Bonus 2/21/2013 (2) $0
RSUs 2/21/2013 (3)
Options 2/21/2013 (4)
____________________________
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
Target Maximum
$0 $0
$1,339,000 $2,678,000
$493,000 $986,000
$493,000 $986,000
$392,972 $785,944
$372,638 $745,276
Estimated Future Payouts
Under Equity Incentive
Plan Awards
Threshold Target Maximum
(#) (#) (#)
0 35,005
0 7,489
0 7,489
0 5,210
0 5,536
All Other All Other
Stock Option
Awards: Awards:
Number of Number of
Shares of Securities
Maximum Stock or Underlying
(#) Units (#) Options (#)
17,502
68,384
70,010
5,617
21,947
14,978
5,617
21,947
14,978
3,908
15,267
10,420
4,152
16,221
11,072
Exercise
or Base Grant Date Fair
Price of Value of Stock
Option
Awards & Option
($/Sh) Awards ($)(1)
$1,074,973
$61.42 $1,074,996
$2,150,007
$344,996
$61.42 $345,007
$459,974
$344,996
$61.42 $345,007
$459,974
$240,029
$61.42 $239,997
$319,998
$255,016
$61.42 $254,994
$340,021
Beam Suntory Inc.
10-K/A
04/29/2014
Outstanding Equity Awards
Opt
Name Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercisable
Options (#) Options (#)
Exercisable Unexercised
(1) (2)
Matthew J. Shattock 64,130

49,597
33,413
98,704
21,960
Robert F. Probst 51,186

25,761
44,783
16,064
28,204
7,247
William A. Newlands 23,729

23,729
16,064
7,247
Philip Baldock 8,542

8,542
8,467
2,846
5,039
8,032
Albert Baladi 12,049

21,154
4,942
____________________________
Option Awards
Number of Option Option
Securities Exercise Expiration
Underlying Price ($) Date
Unexercisable
Options (#)
Unexercised
(2)
$35.67 9/30/2016
$36.25 2/22/2017
16,706 $51.08 2/22/2021
197,406 $44.75 10/4/2021
43,916 $55.43 2/21/2022
68,384 $61.42 2/21/2023
$47.32 9/29/2015
$35.67 9/30/2016
$36.25 2/22/2017
8,031 $51.08 2/22/2021
56,406 $44.75 10/4/2021
14,492 $55.43 2/21/2022
21,947 $61.42 2/21/2023
$67.19 2/25/2015
$64.95 2/25/2015
8,031 $51.08 2/22/2021
56,406 $44.75 10/4/2021
14,492 $55.43 2/21/2022
21,947 $61.42 2/21/2023
$61.74 9/26/2013
$67.19 9/24/2014
$57.18 9/28/2014
$47.32 9/29/2015
$35.67 9/30/2016
6,023 $36.25 2/22/2017
16,063 $51.08 2/22/2021
63,460 $44.75 10/4/2021
14,822 $55.43 2/21/2022
15,267 $61.42 2/21/2023
6,022 $49.93 3/28/2021
42,306 $44.75 10/4/2021
9,880 $55.43 2/21/2022
16,221 $61.42 2/21/2023
Stock Awards
Number Market Value
of Shares of Shares or
of Stock Units of
or Units Stock that
that Have Have Not
Not Vested ($)
Vested (3)
(#)
106,001 (6) $7,214,428
26,470 (7) $1,801,548
26,470 (7) $1,801,548
19,140 (8) $1,302,668
19,384 (9) $1,319,275

Stock Awards
Equity Equity
Incentive Plan Incentive Plan
Awards: Awards:
Number of Market or
Unearned Payout Value
Shares, Units of Unearned
or Other Shares, Units
Rights That or Other Rights
Have Not That Have Not
Vested (#) (4) Vested ($) (5)
71,087 $4,838,181
15,427 $1,049,962
15,427 $1,049,962
10,622 $722,933
10,948 $745,121
Beam Suntory Inc.
10-K/A
04/29/2014
Long-Term Equity Incentive Plan
2/22/2011 3/28/2011
Philip Baldock
Albert Baladi 6,022
____________________________
Options Vesting in 2014
(dates refer to grant date)
10/4/2011 2/21/2012
98,703 21,958
28,203 7,246
28,203 7,246
21,153 4,940
Number
of
Options
Vesting
2/21/2013 in 2014
22,796 160,163
7,317 50,797
7,317 50,797
5,407 37,522
Options Vesting in 2015
(dates refer to grant date)
10/4/2011 2/21/2012 2/21/2013

98,703 21,958
28,203 7,246
28,203 7,246
21,153 4,940
Number Options
of Vesting in 2016
Options (dates refer to
Vesting grant date)
2/21/2013 in 2015 2/21/2013
22,794 143,455 22,794
7,315 42,764 7,315
7,315 42,764 7,315
5,407 31,500 5,407

Number
of
Options
Vesting
in 2016
22,794
7,315
7,315
5,407
Beam Suntory Inc.
10-K/A
04/29/2014
2013 OPTION EXERCISES AND STOCK VESTED
Option Awards
Name of Executive Number of Shares Value Realized on
Officer Acquired on Exercise ($)(2)
Exercise (#)(1)
Matthew J. Shattock 0 $0
Robert F. Probst 20,000 $295,562
William A. Newlands 94,461 $1,649,209
Philip Baldock 73,077 $1,159,374
Albert Baladi 0 $0
____________________________
Stock Awards
Number of Shares Value Realized on
Acquired on Vesting Vesting ($)
(#)
42,097 (3) $2,712,067 (6)
7,450 (4) $501,385 (7)
7,450 (5) $495,798 (8)
5,587 (5) $371,815 (8)
5,587 (5) $371,815 (8)
Beam Suntory Inc.
10-K/A
04/29/2014
2013 NONQUALIFIED DEFERRED COMPENSATION
Name of Executive Executive Registrant

Officer Contributions in Contribution in
Last FY $ (4) Last FY $ (1)
Matthew J. Shattock $0 $221,158
Robert F. Probst $0 $79,921
William A. Newlands $114,976.92 $92,518
Philip Baldock $0 $0
Albert Baladi $0 $0
____________________________
Aggregate Aggregate
Earnings in Last Withdrawals /
FY $ (1)(2) Distributions $
($8,391) $0
($4,242) $0
($5,787) $0
$0 $0
$0 $0
Aggregate
Balance at Last
FYE $ (3)
$646,495
$292,934
$380,037
$0
$0
Beam Suntory Inc.
10-K/A
04/29/2014
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (1)
Voluntary
Compensation Program For Good

Reason ($)
Cash Severance
Matthew J. Shattock 5,074,738
Robert F. Probst 1,688,597
William A. Newlands 1,738,667
Philip Baldock 1,405,631
Albert Baladi 1,332,897
Health and Welfare Related Benefits (2)
Philip Baldock 0
Options (3)
Matthew J. Shattock 0
Robert F. Probst 0
Philip Baldock 0
Albert Baladi 0
Performance Shares (3)
Robert F. Probst 0
Philip Baldock 0
Albert Baladi 0
RSUs (3)
Robert F. Probst 0
Philip Baldock 0
Albert Baladi 0
Total Potential Payments Upon Termination
or Change in Control
Matthew J. Shattock 5,098,970
Robert F. Probst 1,705,274
William A. Newlands 3,022,777
Philip Baldock 1,405,631
Albert Baladi 1,353,530
____________________________
ntary Involuntary
Without Other Than Without

Good for Good Cause ($)
Reason ($) Reason ($)
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
Without Death ($) Disability
Cause ($) $0
5,074,738 0
1,688,597 0
1,738,667 0
1,405,631 0
1,332,897 0
24,232 0
16,677 0
19,282 0
0 0
20,633 0
0 5,893,944
0 1,779,959
319,407 1,779,959
0 1,348,683
0 1,327,801
0 4,838,181
0 1,049,962
540,260 1,049,962
0 722,933
0 745,121
0 6,023,242
0 1,419,255
405,161 1,419,255
0 1,036,690
0 1,036,690
5,098,970 16,755,367
1,705,274 4,249,176
3,022,777 4,249,176
1,405,631 3,108,306
1,353,530 3,109,612
Termination
(Involuntary or
Disability Change in for Good Reason)
$0 Control (4)($) After Change in
Control ($)
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
0 0
5,893,944 5,893,944
1,779,959 1,779,959
1,779,959 1,779,959
1,348,683 1,348,683
1,327,801 1,327,801
4,838,181 2,431,307
1,049,962 530,074
1,049,962 530,074
722,933 363,758
745,121 371,154
6,023,242 7,214,428
1,419,255 1,801,548
1,419,255 1,801,548
1,036,690 1,302,668
1,036,690 1,319,275
16,755,367 15,539,679
4,249,176 4,111,581
4,249,176 4,111,581
3,108,306 3,015,109
3,109,612 3,018,230
Termination
(Involuntary or
for Good Reason)
After Change in
Control ($)
7,612,107
2,251,462
2,318,222
1,874,175
1,777,197
36,348
22,235
25,710
0
27,511
5,893,944
1,779,959
1,779,959
1,348,683
1,327,801
2,431,307
530,074
530,074
363,758
371,154
7,214,428
1,801,548
1,801,548
1,302,668
1,319,275
23,188,134
6,385,278
6,455,513
4,889,284
4,822,938
Beam Suntory Inc.
10-K/A
04/29/2014
Annual Incentive Plan Awards
REASON FOR TERMINATION

Termination by
the Company
Executive forfeits his annual bonus.
____________________________
Voluntary
Termination
Executive forfeits his annual bonus.
Death, Disability or
Retirement
Executive (or his estate) is paid a prorated
annual bonus based on actual Company performance
at the same time bonuses are paid to other
executives of the Company.
Beam Suntory Inc.
10-K/A
04/29/2014
LTIP Awards.
AWARD
Voluntary
Termination
Stock Options Vested options expire three months after

the termination date, or, if sooner, on
the regularly- scheduled expiration date.
____________________________
Death
Vested options granted after 2005 expire

at the end of the three- year period following
death or, if sooner, on the regularly-scheduled
expiration date, provided that options
may be exercised for at least one year following
death even if this extends past the regularly-scheduled
expiration date.
Vested options granted before 2005 expire
on the regularly-scheduled expiration
date.
Founders grant options vest in full upon
death, and remain exercisable for three
years following death or, if sooner, on
the regularly-scheduled expiration
date, provided that options may be exercised
for at least one year following death even
if this extends past the regularly-scheduled
expiration date.
Disability or
Retirement
Options granted from September 2005 to

September 2008 expire three years after
employment terminates, or on the regularly-
scheduled expiration date, if earlier.
Other options, except founders grants,
expire on their regularly-scheduled expiration
date. The executive must have been employed
for six months following grant in the case
of disability, and for one year following
grant in the case of retirement to receive
this treatment.
Founders grant options expire on their
regularly scheduled expiration date.
Founders grant options vest in full at termination
resulting from disability if the executive
has been employed for at least six months
from the date of grant; and founders grants
are forfeited in the event of retirement.
Beam Suntory Inc.
10-K/A
04/29/2014
LTIP Awards.
AWARD REASON FOR TERMINAT

Voluntary
Termination
RSUs Outstanding RSUs are forfeited.
____________________________
Death
Full vesting at termination.

Disability or
Retirement
Executives are treated as remaining employed

and they continue to vest as scheduled,
provided the executive has been employed
for at least six months following grant,
in the case of disability and one year following
grant in the case of retirement.
Founders grant RSUs vest in full at termination
resulting from disability if the executive
has been employed for at least six months
from the date of grant.
Beam Suntory Inc.
10-K/A
04/29/2014
LTIP Awards.
AWARD
Voluntary
Termination
Performance Shares Outstanding performance shares are forfeited.
Cash Awards Outstanding cash awards are forfeited.
____________________________
Death or Disability
If the executive terminates employment

he will receive an award based on actual
EPS and ROIC.
Prorated based on actual performance through

the date of termination.
Retirement
If the executive terminates employment

after one year following the award date
he will receive an award based on actual
EPS and ROIC.
Prorated based on actual performance through

the date of termination.
Beam Suntory Inc.
10-K/A
04/29/2014
LTIP Awards.
AWARD
Stock Options
RSUs
Performance Shares
Cash Awards
____________________________
TREATMENT UPON CHANGE IN CONTROL
All stock options; including founders
grants, become fully vested.
In the event of termination of employment

by the Company without cause or by the executive
for good reason following a change in control,
all outstanding RSUs vest and are paid out
on the date employment terminates. In the
event employment is not terminated following
a change in control, vesting continues
under normal terms.

all outstanding performance shares, prorated
based on target performance for the portion
of the performance period that elapsed
prior to termination, immediately vest
and are paid out on the date employment terminates.
In the event employment is not terminated
following a change in control, vesting
continues under normal terms.

awards are calculated at target and prorated
based on the portion of the year completed
at termination; Mr. Shattock?s awards
are calculated at maximum award and prorated
based on the portion of the year completed
at termination.
nt Research.
ngstar.com/
Beam Suntory Inc.
10-K/A
04/29/2014
DIRECTOR COMPENSATION
Name * Fees Stock

Earned Awards
or Paid in $0
Cash ($)
Richard A. Goldstein 98,750
Stephen W. Golsby 87,500
Ann F. Hackett 102,500
A. D. David Mackay 302,500
Gretchen W. Price 94,918
Robert A. Steele 87,500
Peter M. Wilson(3) 102,500
____________________________
Stock All Other Total
Awards Compensation $0
$0 $0
114,995 ? 213,745
114,995 ? 202,495
114,995 ? 217,495
114,995 ? 417,495
114,995 ? 209,913
114,995 ? 202,495
114,995 ? 217,495
Beam Suntory Inc.
10-K/A
04/29/2014
Beneficial Ownership
Item 12.
____________________________
Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder
Matters.
Beam Suntory Inc.
10-K/A
04/29/2014
Stock Ownership
Name Amount and Nature

of Beneficial Ownership of
Common Stock (1)
The Vanguard Group, Inc. 10,667,967 (3)
Executive Officers
Philip A. Baldock 8,542
Directors
Richard A. Goldstein 16,078
Stephen W. Golsby 5,601
Ann F. Hackett 13,511 (4)
A.D. David Mackay 35,324
Gretchen W. Price 4,831
Robert A. Steele 4,785
Peter M. Wilson 31,322 (5)
All directors and executive officers as 1,319,398 (6)
a group (18 persons)
____________________________
Percent of
Class (2)
6.40
*
*
*
*
*
*
*
*
*
*
*
*
*
Beam Suntory Inc.
10-K/A
04/29/2014
Stock Ownership
Name Number
of
Shares
Philip A. Baldock 8,542
Peter M. Wilson 2,490
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
Equity Compensation Plan Information
Plan Category Number of securities

to be issued upon
exercise of outstanding
options, warrants and
rights
(a)
Equity compensation plans approved by 6,225,896 (1)

security holders
Equity compensation plans not approved 0
by security holders
Total 6,225,896
____________________________
Weighted-average Number of securities
exercise price of remaining available for
outstanding options, future issuance under
warrants and rights equity compensation
(b) plans (excluding
securities reflected in
column (a))
(c)
$52.06 5,839,986 (2)
n/a 0
$52.06 5,839,986
Beam Suntory Inc.
10-K/A
04/29/2014
Fees of Independent Registered Public Accounting Firm
Type of Fee Fiscal Year Ended

December 31,
7/5/1905 7/4/1905
Audit Fees(1) $3,901,000 $3,402,000
Audit-Related Fees(2) $240,500 $307,000
Tax Fees(3) $682,000 $963,000
All Other Fees(4) $26,000 $21,000
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
SIGNATURES
BEAM INC.
Date: April 29, 2014 BY:
____________________________
/ S / K ENTON R. R OSE
Kenton R. Rose
Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary

Beam Suntory Inc.
10-K/A
04/29/2014
Use of Non-GAAP Financial Information
GAAP
Net sales $2,547.30

Cost of goods sold
Gross profit
Advertising and marketing expense
Selling, general and administrative expense
Amortization of intangible assets
Gain on sale of brands and related assets
Restructuring charges
Business separation costs
Asset impairment charges
Operating income
Interest expense
Loss on early extinguishment of debt
Other income
Income from continuing operations before income taxes

Income tax expense
Income from continuing operations $365.50
Diluted EPS?continuing operations $2.24
____________________________
Year Ended December 31, 2013
GAAP Adjustments Before
(a) Charges/
Gains
(Non-GAAP)
$2,547.30 ? $2,547.30
1,067.90 (2.00)
1,479.40 2.00 1,481.40

401.00 ?
392.20 3.10
17.50 ?
(13.20) 13.20
15.30 (15.30)
? ?
49.50 (49.50)
617.10 50.50 667.60

91.60 ?
56.90 (56.90)
(8.80) 0.10
477.40 107.30
111.90 42.60
$365.50 64.70 $430.20
$2.24 0.39 $2.63

GAAP Adjustments
(b)
$2,459.70 ?
1,023.70 (0.80)
1,436.00 0.80
398.70 ?
412.90 (21.50)
17.20 ?
? ?
4.30 (4.30)
13.80 (13.80)
15.60 (15.60)
573.50 56.00
109.00 ?
? ?
(35.10) 19.90
499.60 36.10
96.20 53.80
$403.40 (17.70)
$2.51 (0.11)
% Increase (Decrease)
Before GAAP Before
Charges/ Charges/
Gains Gains
(Non-GAAP) (Non-GAAP)
$2,459.70 3.60 %
1,436.80 3.00 %
629.50 7.60 %
$385.70 -9.4 %
$2.40 -10.8 %
Before
Charges/
Gains
(Non-GAAP)
3.60 %
3.10 %
6.10 %
11.50 %
9.60 %
Beam Suntory Inc.
10-K/A
04/29/2014
Reconciliation of Percentage Change in GAAP Net Sales to Percentage Change in Comparable Net Sales
Year Ended Decemb

GAAP Foreign
Basis Currency
Exchange
Rates
%
Consolidated Net Sales 4 ?
Operating Segments
North America 8
EMEA 7 (2)
APSA (11) 2
____________________________
Net Sales

Acquisitions/ Non-GAAP -
Divestitures Comparable
Basis
%
(2) 2
(3) 5
1 6
(9)
Beam Suntory Inc.
10-K/A
04/29/2014
Free Cash Flow (a)
Year Ended
December 31,
7/5/1905
GAAP cash provided by operating activities $423.80
Add (deduct):
Capital expenditures, net of disposition (109.00)
proceeds (b)
Cash used for discontinued operations 17.00
(c)
Free cash flow (Non-GAAP) $331.80
____________________________
Beam Suntory Inc.
10-K/A
04/29/2014
Return on Invested Capital (ROIC) from Continuing Operations
($ in millions) Year Ended

December 31, 2013 -
Income from
Continuing Operations
plus After-tax Interest
and Loss on Debt
Extinguishment
Unadjusted $462
Add: impact of ?charges/gains? (previously 28
defined)
ROIC before charges/gains (Non-GAAP) 490

Impact of excluding goodwill and other 11
intangibles
ROIC before charges/gains and excl. goodwill $501

and other intangibles (Non-GAAP)
____________________________
Average Invested Capital ROIC
$6,956 (a) 7 %
(16)
6,940 7 %
(4,780)
$2,160 23 %

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Beam Suntory Inc.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Form 10-K Table of Contents

Summary of Qualification of Directors

Richard Goldstein?s background as a lawyer,

Stephen Golsby was formerly the Chief Executive

A.D. David Mackay

David Mackay served as Chief Executive

Retired since May 2006; Chairman and Chief 72 6/28/1905

Retired since April 2013; President and 59 7/3/1905

Founder and President of Horizon Consulting 60 6/29/1905

Retired since January 2011; President 58 6/28/1905

Summary of Qualification of Directors

Gretchen Price serves as the Chief Financial

Matthew Shattock?s day-to-day leadership

Present positions and offices Age

Executive Vice President, Chief Financial 59

President and Chief Executive Officer 51

Retired since September 2011; Vice Chairman 58

Summary of Qualification of Directors

Name Present positions and offices

Peter M. Wilson Retired since March 2004; Chairman of Gallaher

In addition to a career of over 45 years in

President and Chief Executive Officer 51

Senior Vice President and Chief Financial 46

Senior Vice President and President, North 55

Senior Vice President and President, Europe/Middle 49

Senior Vice President and Chief Marketing 47

Senior Vice President ? Corporate Communications 51

Senior Vice President and Chief Performance 43

Senior Vice President, Chief Supply Chain 56

Senior Vice President, General Counsel 56

Name Audit Compensation Corporate

Item 11. Executive Compensation.

Peer Group Companies

Brown-Forman Corporation H.J. Heinz Co.

NEO Base Salary Base Salary

Annual Incentive Compensation

NEO 2013 Metrics

Annual Incentive Compensation

Net Sales (shown as mill

(Growth Rate over Prior

t Sales (shown as millions)

Growth Rate over Prior FY)

Annual Incentive Compensation

NEO Annual Incentive

Annual Incentive Compensation

NEO Target Maximum

Stock Ownership Guidelines

Officer Level Ownership Multiple

COMPENSATION COMMITTEE REPORT

Compensation and Benefits Committee

Ann F. Hackett, Chair

Name and Principal Position Year Salary

Stock Option Grants

Name Grant Date Threshold

Outstanding Equity Awards

Matthew J. Shattock 64,130