Schedule 13G

0001193125-12-348699.txt : 20120810 0001193125-12-348699.hdr.sgml : 20120810 20120810071743 ACCESSION NUMBER: 0001193125-12-348699 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120810 DATE AS OF CHANGE: 20120810 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROWN FORMAN CORP CENTRAL INDEX KEY: 0000014693 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 610143150 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-14029 FILM NUMBER: 121022534 BUSINESS ADDRESS: STREET 1: 850 DIXIE HWY CITY: LOUISVILLE STATE: KY ZIP: 40210 BUSINESS PHONE: 5025851100 MAIL ADDRESS: STREET 1: P O BOX 1080 CITY: LOUISVILLE STATE: KY ZIP: 40201 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN INC DATE OF NAME CHANGE: 19870816 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERS CORP DATE OF NAME CHANGE: 19840807 FORMER COMPANY: FORMER CONFORMED NAME: BROWN FORMAN DISTILLERY CO DATE OF NAME CHANGE: 19670730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PNC FINANCIAL SERVICES GROUP, INC. CENTRAL INDEX KEY: 0000713676 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251435979 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 412-762-2000 MAIL ADDRESS: STREET 1: ONE PNC PLAZA STREET 2: 249 FIFTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: PNC FINANCIAL SERVICES GROUP INC DATE OF NAME CHANGE: 20000327 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP DATE OF NAME CHANGE: 19930505 FORMER COMPANY: FORMER CONFORMED NAME: PNC BANK CORP /PA/ DATE OF NAME CHANGE: 19930428 SC 13G 1 d393933dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13D-102)

INFORMATION STATEMENT PURSUANT TO RULE 13D-1

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Brown-Forman Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

115637209

(CUSIP Number)

July 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP No. 115637209		Page 1 of 9 Pages


1)	Names of Reporting Persons IRS Identification No. of Above Persons The PNC Financial Services Group, Inc. 25-1435979
2)	Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization Pennsylvania
Number of Shares Beneficially Owned By Each Reporting Person With		5)	Sole Voting Power 4,330,365
		6)	Shared Voting Power -0-
		7)	Sole Dispositive Power 679,838
		8)	Shared Dispositive Power 4,974,963
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 8,857,001* * See the response to Item 6.
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
11)	Percent of Class Represented by Amount in Row (9) 10.32
12)	Type of Reporting Person (See Instructions) HC


CUSIP No. 115637209		Page 2 of 9 Pages


1)	Names of Reporting Persons IRS Identification No. of Above Persons PNC Bancorp, Inc. 51-0326854
2)	Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With		5)	Sole Voting Power 4,330,365
		6)	Shared Voting Power -0-
		7)	Sole Dispositive Power 679,838
		8)	Shared Dispositive Power 4,974,963
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 8,857,001* * See the response to Item 6.
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
11)	Percent of Class Represented by Amount in Row (9) 10.32
12)	Type of Reporting Person (See Instructions) HC


CUSIP No. 115637209		Page 3 of 9 Pages


1)	Names of Reporting Persons IRS Identification No. of Above Persons PNC Bank, National Association 22-1146430
2)	Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned By Each Reporting Person With		5)	Sole Voting Power 4,330,365
		6)	Shared Voting Power -0-
		7)	Sole Dispositive Power 679,838
		8)	Shared Dispositive Power 4,974,963
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 8,857,001* * See the response to Item 6.
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
11)	Percent of Class Represented by Amount in Row (9) 10.32
12)	Type of Reporting Person (See Instructions) BK


CUSIP No. 115637209		Page 4 of 9 Pages


1)	Names of Reporting Persons IRS Identification No. of Above Persons PNC Capital Advisors, LLC 27-0640560
2)	Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With		5)	Sole Voting Power 452
		6)	Shared Voting Power -0-
		7)	Sole Dispositive Power 1,315
		8)	Shared Dispositive Power -0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 1,534* * See the response to Item 6.
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
11)	Percent of Class Represented by Amount in Row (9) Less than 0.01
12)	Type of Reporting Person (See Instructions) IA


CUSIP No. 115637209		Page 5 of 9 Pages


1)	Names of Reporting Persons IRS Identification No. of Above Persons PNC Delaware Trust Company 81-0581990
2)	Check the Appropriate Box if a Member of a Group (See Instructions) a) ¨ b) ¨
3)	SEC USE ONLY
4)	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned By Each Reporting Person With		5)	Sole Voting Power 312,312
		6)	Shared Voting Power -0-
		7)	Sole Dispositive Power 130
		8)	Shared Dispositive Power 4,469,094
9)	Aggregate Amount Beneficially Owned by Each Reporting Person 4,781,411* * See the response to Item 6.
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Instructions ¨
11)	Percent of Class Represented by Amount in Row (9) 5.57
12)	Type of Reporting Person (See Instructions) BK

Page 6 of 9 Pages

ITEM 1(a)—NAME OF ISSUER:

Brown-Forman Corporation

ITEM 1(b)—ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

850 Dixie Highway

Louisville, Kentucky 40210

ITEM 2(a)—NAME OF PERSON FILING:

The PNC Financial Services Group, Inc.; PNC Bancorp, Inc.; PNC Bank, National Association;

PNC Capital Advisors, LLC; and PNC Delaware Trust Company

ITEM 2(b)—ADDRESS OF PRINCIPAL BUSINESS OFFICE:

The PNC Financial Services Group, Inc.—One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707

PNC Bancorp, Inc.—22 Delaware Avenue, Wilmington, DE 19801

PNC Bank, National Association—One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707

PNC Capital Advisors, LLC—One PNC Plaza, 249 Fifth Avenue, Pittsburgh, PA 15222-2707

PNC Delaware Trust Company—222 Delaware Avenue, Wilmington, DE 19801

ITEM 2(c)—CITIZENSHIP:

The PNC Financial Services Group, Inc.—Pennsylvania

PNC Bancorp, Inc.—Delaware

PNC Bank, National Association—United States

PNC Capital Advisors, LLC—Delaware

PNC Delaware Trust Company—Delaware

ITEM 2(d)—TITLE OF CLASS OF SECURITIES:

Class B Common Stock

ITEM 2(e)—CUSIP NUMBER:

115637209

ITEM 3—IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨ Broker or dealer registered under Section 15 of the Exchange Act;

(b)	x Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)	¨ Insurance Company as defined in Section 3(a)(19) of the Exchange Act;

(d)	¨ Investment Company registered under Section 8 of the Investment Company Act;

(e)	x An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨ An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)	x A Parent Holding Company or Control Person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	¨ A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	¨ A Church Plan that is excluded from the definition of an Investment Company under Section 3(c)(14) of the Investment Company Act;

(j)	¨ Group, in accordance with Rule 13d(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ¨

Page 7 of 9 Pages

ITEM 4—OWNERSHIP:

The following information is as of July 31, 2012:


(a)	Amount Beneficially Owned:		8,857,001 *See the response to Item 6.	*

(b)	Percent of Class:		10.32

(c)	Number of shares to which such person has:

	(i)	sole power to vote or to direct the vote	4,330,365

	(ii)	shared power to vote or to direct the vote	-0-

	(iii)	sole power to dispose or to direct the disposition of	679,838

	(iv)	shared power to dispose or to direct the disposition of	4,974,963

			*See the response to Item 5.

ITEM 5—OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable.

ITEM 6—OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Of the total shares of common stock reported herein, 4,074,056 shares are held in accounts at PNC Bank, National Association in a fiduciary capacity.

Of the total shares of common stock reported herein, 1,534 shares are held in accounts at PNC Capital Advisors, LLC in a fiduciary capacity.

Of the total shares of common stock reported herein, 4,781,411 shares are held in accounts at PNC Delaware Trust Company in a fiduciary capacity.

ITEM 7—IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Included are the following subsidiaries of The PNC Financial Services Group, Inc.—HC:

PNC Bancorp, Inc.—HC (wholly owned subsidiary of The PNC Financial Services Group, Inc.)

PNC Bank, National Association—BK (wholly owned subsidiary of PNC Bancorp, Inc.)

PNC Capital Advisors, LLC—IA (wholly owned subsidiary of PNC Bank, National Association)

PNC Delaware Trust Company—BK (wholly owned subsidiary of PNC Bank, National Association)

ITEM 8—IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable.

ITEM 9—NOTICE OF DISSOLUTION OF GROUP:

Not Applicable.

Page 8 of 9 Pages

ITEM 10—CERTIFICATION:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


August 10, 2012		August 10, 2012
Date		Date

By:	/s/ William S. Demchak	By:	/s/ Kevin A. McCreadie
	Signature – The PNC Financial Services Group, Inc.		Signature – PNC Capital Advisors, LLC

	William S. Demchak, President		Kevin A. McCreadie, Manager, President & CEO
	Name & Title		Name & Title

August 10, 2012		August 10, 2012
Date		Date

By:	/s/ Nicholas M. Marsini, Jr.	By:	/s/ Richard Cairns
	Signature – PNC Bancorp, Inc.		Signature – PNC Delaware Trust Company

	Nicholas M. Marsini, Jr., Chairman		Richard Cairns, Chairman & CEO
	Name & Title		Name & Title

August 10, 2012
Date

By:	/s/ William S. Demchak
	Signature – PNC Bank, National Association

	Willaim S. Demchak, President
	Name & Title

Page 9 of 9 Pages

EXHIBIT A

AGREEMENT

August 10, 2012

The undersigned hereby agree to file a joint statement on Schedule 13G under the Securities and Exchange Act of 1934, as amended (the “Act”) in connection with their beneficial ownership of fund shares issued by Brown-Forman Corporation.

Each of the undersigned states that it is entitled to individually use Schedule 13G pursuant to Rule 13d-1(b) of the Act.

Each of the undersigned is responsible for the timely filing of the statement and any amendments thereto, and for the completeness and accuracy of the information concerning each of them contained therein but none is responsible for the completeness or accuracy of the information concerning the others.

This Agreement applies to any amendments to Schedule 13G.


THE PNC FINANCIAL SERVICES GROUP, INC.

BY:		/s/ William S. Demchak
		William S. Demchak, President

PNC BANCORP, INC.

BY:		/s/ Nicholas M. Marsini, Jr.
		Nicholas M. Marsini, Jr., Chairman

PNC BANK, NATIONAL ASSOCIATION

BY:		/s/ William S. Demchak
		William S. Demchak, President

PNC CAPITAL ADVISORS, LLC

BY:		/s/ Kevin A. McCreadie
		Kevin A. McCreadie, Manager, President & CEO

PNC DELAWARE TRUST COMPANY

BY:		/s/ Richard Cairns
		Richard Cairns, Chairman & CEO