Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 21, 2012, Beam Inc. (the "Company") issued and sold $300,000,000 aggregate principal amount of the Company's 1.875% Notes due 2017 and $300,000,000 aggregate principal amount of the Company's 3.250% Notes due 2022 in a registered public offering (the "Offering"). The Company previously disclosed the terms of the Offering in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 16, 2012, which Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

Exhibit 5, "Opinion of Chadbourne & Parke LLP", and Exhibit 23, "Consent of Chadbourne & Parke LLP", in the accompanying Exhibit Index relate to the Registration Statement on Form S-3ASR (the "Registration Statement") (Registration Statement No. 333-181026), filed by the Company with the SEC on April 27, 2012, as supplemented by the final prospectus supplement dated May 10, 2012, filed with the SEC on May 11, 2012, and are filed herewith for incorporation by reference in the Registration Statement in connection with the Offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1 Form of Global Note for the Company's 1.875% Notes due 2017.

4.2 Form of Global Note for the Company's 3.250% Notes due 2022.

5 Opinion of Chadbourne & Parke LLP

23 Consent of Chadbourne & Parke LLP (contained in Exhibit 5)

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