Dec 11 (Reuters) - Standard & Poor's Ratings Services today assigned its

'A-' senior unsecured debt rating to Louisville, Ky.-based Brown-Forman Corp.'s (A-/Negative/A-2) $750 million senior unsecured notes, consisting of

$250 million of notes due in 2018, $250 million of notes due 2023, and $250

million of notes due 2043. Brown-Forman issued the notes under the company's

Rule 415 shelf registration. Brown-Forman has indicated that it plans to use the

net proceeds from this offering to fund its previously announced special

dividend of $4.00 per share on its Class A and Class B Common Stock and for

general corporate purposes, which may include retiring existing indebtedness

including commercial paper, acquisitions, repurchases of common stock,

dividends, funding of pension plan obligations, additions to working capital,

and capital expenditures.

The corporate credit rating on Brown-Forman reflects our assessment of the

company's business risk profile as 'satisfactory' and its financial risk

profile as 'modest'. Key credit factors in the company's business risk profile

include its good position in the global distilled spirits industry, geographic

diversification, and relatively stable cash flow characteristics, tempered by

a somewhat narrow product portfolio. The modest financial risk profile

incorporates our expectations for credit measures to weaken following the

planned largely debt-financed special dividend, resulting in an estimated pro

forma debt to EBITDA ratio of 1.8x and a ratio of funds from operations to

debt of 42%, compared with respective ratios of 0.8x and 89.5% for the 12

months ended July 31, 2012.

Related Criteria And Research

-- Research Update: Brown-Forman Downgraded To 'A-' On Special Dividend;

Outlook Negative, Nov. 28, 2012

-- Business Risk/Financial Risk Matrix Expanded, Sept. 18, 2012

-- Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011

-- Key Credit Factors: Criteria For Rating The Global Branded Nondurable

Consumer Products Industry, April 28, 2011

-- 2008 Corporate Criteria: Analytical Methodology, April 15, 2008

Ratings List

Brown-Forman Corp.

Corporate credit rating A-/Negative/A-2

Rating Assigned

Brown-Forman Corp.

Senior unsecured

$250 mil. notes due 2018 A-

$250 mil. notes due 2023 A-

$250 mil. notes due 2043 A-

Complete ratings information is available to subscribers of RatingsDirect on

the Global Credit Portal at www.globalcreditportal.com. All ratings affected

by this rating action can be found on Standard & Poor's public Web site at

www.standardandpoors.com. Use the Ratings search box located in the left

column.

(New York Ratings Team)

(e-mail: pam.niimi@thomsonreuters.com; Reuters Messaging: pam.niimi.reuters.com@reuters.net; Tel:1-646-223-6330;)

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