8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

June 14, 2012
Date of Report (Date of earliest event reported)
Brown-Forman Corporation
(Exact name of registrant as specified in its charter)
Delaware	002-26821	61-0143150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
850 Dixie Highway, Louisville, Kentucky		40210
(Address of principal executive offices)		(Zip Code)
(502) 585-1100
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events

On June 14, 2012, Brown-Forman Corporation announced that its Board of Directors approved a three-for-two stock split, to be paid in the form of a stock dividend, for all outstanding shares of its Class A and Class B common stock.  The implementation of the stock split is subject to the approval of an increase in the number of authorized shares of both classes of common stock at the regular annual meeting of stockholders scheduled to be held on July 26, 2012.

A copy of the Brown-Forman Corporation press release of June 14, 2012, announcing the Board’s approval and the anticipated record and payment dates for the stock split, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)   Exhibits.

The following Exhibit is furnished as part of this Report on Form 8-K:

         Exhibit 99.1   -  Press Release, dated June 14, 2012

	SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		BROWN-FORMAN CORPORATION
Date:  June 14, 2012		By:	/s/ Nelea A. Absher
			Nelea A. Absher
			Vice President, Associate General Counsel and Assistant Corporate Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

BROWN-FORMAN’S BOARD PROPOSES 3-FOR-2 STOCK SPLIT

Louisville, KY, June 14, 2012 – The Brown-Forman Corporation (NYSE:BFA, BFB) Board of Directors today approved a three-for-two stock split for all shares of Class A and Class B common stock to be paid in the form of a stock dividend. The implementation of the stock split is subject to the approval of an increase in the number of authorized shares of both classes of stock at the company’s regular annual meeting of stockholders scheduled to be held on July 26, 2012. Additional details of the proposed split will be included in the proxy statement, which will be distributed in conjunction with the company’s regular annual meeting of stockholders.

 If the increase in the number of authorized shares is approved, the record date for the split is anticipated to be on or about August 3, 2012 and the company would distribute one additional share of stock for every two shares of stock held for each respective class of stock. The new shares of each class of stock are expected to be distributed on or about August 10, 2012. The planned stock split will not affect the regular quarterly cash dividend of $0.35 per share payable on July 2, 2012.

Paul Varga, the company’s Chief Executive Officer commented, “The recommended three-for-two stock split reflects the company’s continued confidence in our ability to generate long-term growth in both earnings and cash flow, and would mark the sixth split in the last 35 years.”

For more than 140 years, Brown-Forman Corporation has enriched the experience of life by responsibly building fine quality beverage alcohol brands, including Jack Daniel’s Tennessee Whiskey, Southern Comfort, Finlandia, Jack Daniel’s & Cola, Canadian Mist, Korbel, Gentleman Jack, el Jimador, Herradura, Sonoma-Cutrer, Chambord, New Mix, Tuaca, and Woodford Reserve.  Brown-Forman’s brands are supported by nearly 4,000 employees and sold in approximately 135 countries worldwide.  For more information about the Company, please visit http://www.brown-forman.com/.

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Important Information on Forward-Looking Statements:

This report contains statements, estimates, and projections that are "forward-looking statements" as defined under U.S. federal securities laws. Words such as “aim,” “anticipate,” “aspire,” “believe,” “envision,” “estimate,” “expect,” “expectation,” “intend,” “may,” “plan,” “potential,” “project,” “pursue,” “see,” “will,” “will continue,” and similar words identify forward-looking statements, which speak only as of the date we make them. Except as required by law, we do not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.  By their nature, forward-looking statements involve risks, uncertainties and other factors (many beyond our control) that could cause our actual results to differ materially from our historical experience or from our current expectations or projections. These risks and other factors include, but are not limited to:

·   declining or depressed global or regional economic conditions, particularly in the Euro zone; political, financial, or credit or capital market instability; supplier, customer or consumer credit or other financial problems; bank failures or governmental debt defaults

·   failure to develop or implement effective business, portfolio and brand strategies, including the increased U.S. penetration and international expansion of Jack Daniel’s Tennessee Honey, innovation, marketing and promotional activity, and route-to-consumer

·   unfavorable trade or consumer reaction to our new products, product line extensions, price changes, marketing, or changes in formulation, flavor or packaging

·   inventory fluctuations in our products by distributors, wholesalers, or retailers

·   competitors’ consolidation or other competitive activities such as pricing actions (including price reductions, promotions, discounting, couponing or free goods), marketing, category expansion, product introductions, entry or expansion in our geographic markets

·   declines in consumer confidence or spending, whether related to the economy (such as austerity measures, tax increases, high fuel costs, or higher unemployment), wars, natural or other disasters, weather, pandemics, security concerns, terrorist attacks or other factors

·   changes in tax rates (including excise, sales, VAT, tariffs, duties, corporate, individual income, dividends, capital gains) or in related reserves, changes in tax rules (e.g., LIFO, foreign income deferral, U.S. manufacturing and other deductions) or accounting standards, and the unpredictability and suddenness with which they can occur

·   governmental or other restrictions on our ability to produce, import, sell, price, or market our products, including advertising and promotion in either traditional or new media; regulatory compliance costs

·   business disruption, decline or costs related to organizational changes, reductions in workforce or other cost-cutting measures

·   lower returns or discount rates related to pension assets, interest rate fluctuations, inflation or deflation

·   fluctuations in the U.S. dollar against foreign currencies, especially the euro, British pound, Australian dollar, Polish zloty or Mexican peso

·   changes in consumer behavior or preferences and our ability to anticipate and respond to them, including societal attitudes or cultural trends that result in reduced consumption of our products; reduction of bar, restaurant, hotel or other on-premise business or travel

·   consumer shifts away from spirits or premium-priced spirits products; shifts to discount store purchases or other price-sensitive consumer behavior

·   distribution and other route-to-consumer decisions or changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result in implementation-related or higher fixed costs

·   effects of acquisitions, dispositions, joint ventures, business partnerships or investments, or their termination, including acquisition, integration or termination costs, disruption or other difficulties, or impairment in the recorded value of assets (e.g. receivables, inventory, fixed assets, goodwill, trademarks and other intangibles)

·   lower profits, due to factors such as fewer or less profitable used barrel sales, lower production volumes, decreased demand or inability to meet consumer demand for products we sell, sales mix shift toward lower priced or lower margin SKUs, or cost increases in energy or raw materials, such as grain, agave, wood, glass, plastic, or closures

·   natural disasters, climate change, agricultural uncertainties, environmental or other catastrophes, or other factors that affect the availability, price, or quality of agave, grain, glass, energy, closures, plastic, water, or wood, or that cause supply chain disruption or disruption at our production facilities or aging warehouses

·   negative publicity related to our company, brands, marketing, personnel, operations, business performance or prospects

·   product counterfeiting, tampering, contamination, or recalls and resulting negative effects on our sales, brand equity, or corporate reputation

·   significant costs or other adverse developments stemming from class action, intellectual property, governmental, or other major litigation; or governmental investigations of beverage alcohol industry business, trade, or marketing practices by us, our importers, distributors, or retailers

For further information regarding these risks, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC. 

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