UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 2*
Name of Issuer: Brown-Forman Corporation
Title of Class of Securities: Class B Common Stock
CUSIP Number: 11563720-9
Date of Event Which Requires Filing of this Statement: 12/31/2007
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)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No.: 11563720-9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Management LLC
EIN #75-3019302
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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
-0-
6. SHARED VOTING POWER
1,718,246**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,718,246**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,718,246**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
Not applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6%**
12. TYPE OF REPORTING PERSON
IA, HC
** See Item 4 of this filing
Item 1.
(a). Name of Issuer: Brown-Forman Corporation ("Brown-Forman")
(b). Address of Issuer's Principal Executive Offices:
850 Dixie Highway
Louisville, KY 40210
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons
Filing:
(1) Janus Capital Management LLC ("Janus Capital")
151 Detroit Street
Denver, Colorado 80206
Citizenship: Delaware
(d). Title of Class of Securities: Class B Common Stock
(e). CUSIP Number: 11563720-9
Item 3.
This statement is filed pursuant to Rule 13d-1 (b) or 13d-2(b) and
the person filing, Janus Capital, is an investment adviser in
accordance with Section 240.13d-1(b)(ii)(E) as well as a parent
holding company/control person in accordance with Section 240.13d-
1(b)(ii)(G). See Item 4 for additional information.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s)
on Schedule 13G is hereby incorporated by reference.
Janus Capital has an indirect 86.5% ownership stake in Enhanced
Investment Technologies LLC ("INTECH") and an indirect 30%
ownership stake in Perkins, Wolf, McDonnell and Company, LLC
("Perkins Wolf"). Due to the above ownership structure, holdings
for Janus Capital, Perkins Wolf and INTECH are aggregated for
purposes of this filing. Janus Capital, Perkins Wolf and INTECH
are registered investment advisers, each furnishing investment
advice to various investment companies registered under Section 8
of the Investment Company Act of 1940 and to individual and
institutional clients (collectively referred to herein as "Managed
Portfolios").
As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, Perkins Wolf may be deemed to be the
beneficial owner of 589,856 shares or 0.9% of the shares
outstanding of Brown-Forman Class B Common Stock held
by such Managed Portfolios. However, Perkins Wolf does not have
the right to receive any dividends from, or the proceeds from the
sale of, the securities held in the Managed Portfolios and
disclaims any ownership associated with such rights. These
holdings may also be aggregated within 13g filings submitted by
Mac-Per-Wolf Company, the majority owner of Perkins Wolf.
As a result of its role as investment adviser or sub-adviser to
the Managed Portfolios, INTECH may be deemed to be the beneficial
owner of 1,128,390 shares or 1.7% of the shares outstanding of
Brown-Forman Class B Common Stock held by such Managed Portfolios.
However, INTECH does not have the right to receive any dividends
from, or the proceeds from the sale of, the securities held in the
Managed Portfolios and disclaims any ownership associated with
such rights.
Item 5. Ownership of Five Percent or Less of a Class
The Managed Portfolios, set forth in Item 4 above, have the right
to receive all dividends from, and the proceeds from the sale of,
the securities held in their respective accounts.
This statement is being filed to report the fact that the
reporting persons have ceased to be the beneficial owners of more
than five percent of the class of securities.
These shares were acquired in the ordinary course of business, and
not with the purpose of changing or influencing control of the
Issuer.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Perkins Wolf is an indirect subsidiary of Janus Capital (Janus
Capital has a indirect 30% ownership stake) and is a registered
investment adviser furnishing investment advice to various
investment companies registered under Section 8 of the Investment
Company Act of 1940 and to individual and institutional clients.
INTECH is an indirect subsidiary of Janus Capital (Janus Capital
has a indirect 86.5% ownership stake) and is a registered
investment adviser furnishing investment advice to various
investment companies registered under Section 8 of the Investment
Company Act of 1940 and to individual and institutional clients.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
SIGNATURES
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.
JANUS CAPITAL MANAGEMENT LLC
By /s/ David R. Kowalski 02/14/2008
David R. Kowalski, Date
Senior Vice President and CCO
PERKINS, WOLF, MCDONNELL AND COMPANY, LLC
By /s/ David R. Kowalski 02/14/2008
David R. Kowalski Date
Under Power of Attorney dated 01/26/06
On file with Schedule 13G for
Cooper Tire & Rubber Company 2/14/06
ENHANCED INVESTMENT TECHNOLOGIES LLC
By /s/ David R. Kowalski 02/14/2008
David R. Kowalski Date
Vice President