Form FWP - 5 Year Fixed Rate Senior Unsecured Notes

Issuer Free Writing Prospectus, dated December 10, 2012

Filed Pursuant to Rule 433 under the Securities Act of 1933, as amended

Supplementing the Preliminary Prospectus Supplement, dated December 10, 2012

Registration No. 333-171126


Brown-Forman Corporation

5-Year Fixed Rate Senior Unsecured Notes




   Brown-Forman Corporation

Principal Amount:





   January 15, 2018

Public Offering Price:


Yield to Maturity:


Benchmark Treasury:

   0.625% due 11/30/2017

Spread to Benchmark Treasury:

   T + 45 basis points

Benchmark Treasury Price/Yield:

   100-01 1/4/0.617%

Interest Payment Dates:

   The 15th day of each January and July

First Coupon:

   July 15, 2013


   T+2 (December 12, 2012)

Optional Redemption:

   Make-Whole Call + 10 basis points


   115637 AN0/ US115637AN00

Ratings (Moody’s / S&P / Fitch)*

   A1/ A-/A+

Joint Book-Running Managers:


Barclays Capital Inc.

Citigroup Global Markets Inc.

Merrill Lynch, Pierce, Fenner & Smith



U.S. Bancorp Investments, Inc.

Deutsche Bank Securities Inc.

Wells Fargo Securities, LLC



PNC Capital Markets LLC

Loop Capital Markets LLC

Mitsubishi UFJ Securities (USA), Inc.

Rabo Securities USA, Inc.

Scotia Capital (USA) Inc.


* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at 1-888-603-5847, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322.