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

Date of Report (Date of
earliest event reported):     March 10, 2009 (March 10, 2009)

                            Brown-Forman Corporation
             (Exact name of registrant as specified in its charter)

   Delaware                  002-26821            61-0143150
(State or other            (Commission         (I.R.S. Employer
 jurisdiction of            File Number)       Identification No.)
 incorporation)

 850 Dixie Highway, Louisville, Kentucky           40210
(Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code (502) 585-1100


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:

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

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

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

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



Item 2.02.  Results of Operations and Financial Condition

Brown-Forman Corporation issued a press release today, March 10, 2009, reporting
results of its operations  for the fiscal  quarter and  nine-month  period ended
January 31,  2009.  A copy of this  Brown-Forman  Corporation  press  release is
attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

 (a)  Not applicable.
 (b)  Not applicable.
 (c)  Exhibits
      99.1  Press Release dated March 10, 2009.



                                   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
                                            (Registrant)


Date:   March 10, 2009                     By:  /s/ Nelea A. Absher
                                                Nelea A. Absher
                                                Vice President, Associate
                                                General Counsel and Assistant
                                                Corporate Secretary



Exhibit Index

99.1  Press Release, dated March 10, 2009, issued by Brown-Forman Corporation,
      reporting results of operations for the fiscal quarter and nine-month
      period ended January 31, 2009.


                                                                 Exhibit 99.1


FOR IMMEDIATE RELEASE

BROWN-FORMAN  REPORTS GROWTH IN EARNINGS PER SHARE: 9% IN THIRD QUARTER;  7% FOR
THE FIRST NINE MONTHS OF FISCAL 2009

Louisville,  KY,  March 10, 2009 -  Brown-Forman  Corporation  reported  diluted
earnings  per share(1)  increased 9% to $0.81 for its fiscal 2009 third  quarter
ending January 31, 2009.  For the first nine months of the fiscal year,  diluted
earnings per share increased 7% to $2.34. Reported operating income decreased 2%
to $177  million  for the  quarter  and  decreased  2% to  $540  million  fiscal
year-to-date.  Adjusting  for items in  Schedule A of this press  release,  most
notably the impact of foreign exchange,  underlying(2)  operating income grew 8%
for the third  quarter  and 5% for the first  nine  months  of fiscal  2009.  In
addition, reported operating margin (operating income as a percent of net sales)
remained  relatively  consistent  at nearly  22% when  comparing  the first nine
months of fiscal 2009 to the same prior year period.

Paul Varga,  the company's  chief executive  officer stated,  "We are pleased to
report solid  underlying  growth in net sales and operating  income  through the
first  nine  months of our fiscal  2009.   While the  global  economic  slowdown
affected  our sales in the third  quarter,  we continued to run the company in a
manner we believe is  appropriate  for this  environment.   Like most  companies
today,  we are  cautious  regarding  the  short-term  outlook  given the extreme
difficulty and uncertainty in the global economy.  At the same time, however, we
believe the  strength of our brands and the health of our balance  sheet  places
Brown-Forman in a strong position both today and as conditions improve.


--------

(1) All per share amounts have been adjusted to reflect the October 27, 2008
    Class B common stock distribution. For every four shares of Class A or
    Class B common stock, one Class B share was issued.
(2) Underlying growth represents the percentage growth in reported financial
    results in accordance with GAAP, adjusted for certain items.
    A reconciliation from reported to underlying net sales, gross profit,
    advertising expense, SG&A, and operating income (non-GAAP measures) growth
    for the quarter and the first nine months of the fiscal year, and the
    reasons why management believes these adjustments to be useful to the
    reader, are included in Schedule A and the notes to this press release.



The  company's  reported  net sales of $2.5  billion for the nine  months  ended
January  31,  2009 were flat when  compared  with the first nine  months of last
year.  Adjusting for movements in foreign exchange rates,  estimated  changes in
global  distributor  inventories,  discontinued  agency  relationships,  and the
Australian  ready-to-drink  excise tax  increase,  underlying  net sales grew 4%
versus the same prior year  period.  For the third  quarter,  reported net sales
decreased 11% due primarily to the impact of foreign exchange,  while underlying
net sales grew 1%.

 - Net sales for the Jack Daniel' s Family of Whiskey Brands, excluding
   ready-to-drink products, were flat on a reported basis but grew in the
   mid-single digits on a constant currency(3) basis for the first nine months
   of the fiscal year.  Global depletions(4) grew in the low single digits for
   the first nine months of fiscal 2009 as gains in the U.S., Eastern Europe,
   Australia, and Latin America were partially offset by declines in Germany,
   Spain, South Africa, Italy, and Turkey.  Third quarter depletion results
   were down in the low single digits due primarily to significant inventory
   reductions around the world.  For the first nine months of fiscal 2009,
   reported net sales for Jack Daniel's Tennessee Whiskey decreased at a low
   single digit rate, while on a constant currency basis the brand's net sales
   grew at a low single digit rate.  Gentleman Jack's net sales grew at a
   double-digit rate on both a reported and a constant currency basis for the
   nine month period.

 - Reported net sales for the Jack Daniel's & Cola ready-to-drink brand declined
   in the low single digits while constant currency net sales increased in the
   high single digits for the nine months ended January 31, 2009.  Depletions
   increased at a healthy double-digit rate in the third quarter, nearly erasing
   the declines experienced in the first half of the year associated with the
   substantial increase of ready-to-drink excise taxes in Australia.


--------

(3) Constant currency represents reported net sales with the cost/benefit of
    currency movements removed.  Management uses the measure to understand the
    growth of the business on a constant dollar basis, as fluctuations in
    exchange rates can distort the underlying growth of the business both
    positively and negatively.
(4) Depletions are shipments direct to retail or from distributors to wholesale
    and retail customers, and are commonly regarded in the industry as an
    approximate measure of consumer demand.



 - Finlandia Vodka's net sales continued to grow at double-digit rates on both
   a reported and a constant currency basis for the nine month period,
   reflecting higher shipments and pricing gains.  Led by Eastern Europe, global
   depletions advanced at double-digit rates for both the three and nine month
   periods.  During the third quarter, Finlandia's depletions passed the 3
   million case mark on a rolling twelve month basis.

 - Southern Comfort's net sales decreased at a high single-digit rate on a
   reported basis and contracted at a low single-digit rate on a constant
   currency basis during the first nine months of fiscal 2009.  The brand
   continued to be negatively affected by the consumer switch to off-premise
   channels, particularly in the U.S., as well as reductions in inventory
   levels.  Third quarter depletion gains in Australia and Germany were more
   than offset by declines in the U.S. and the U.K.

 - Reported and constant currency net sales grew at double-digit rates for
   Sonoma-Cutrer, in the high single digits for Bonterra and Woodford Reserve,
   and in the low single digits for Tuaca for the nine month period.  Reported
   net sales for the Casa Herradura portfolio declined in the low single digits
   for the nine month period while constant currency sales grew in the low
   single digits.  Chambord's reported net sales decreased in low single digits
   and remained flat on a constant currency basis for the nine month period
   through January 2009.  During the third quarter, the company's super-premium
   brands experienced softer depletion trends when compared to the first half
   as they were increasingly impacted by the global economic downturn and
   resulting inventory reductions.

For the first nine months of the year,  reported gross profit declined 6%, while
underlying  gross profit  increased 1% after adjusting for foreign exchange rate
movements,  changes  in  global  distributor  inventories,  discontinued  agency
relationships,  and the non-cash agave inventory charge recognized  earlier this
fiscal year.  Underlying gross profit growth lagged underlying net sales trends,
due in part to increased  value-added  packaging costs and higher grain and fuel
costs  when  compared  to the  first  nine  months of last  year.  For the third
quarter,  reported  gross  profit  decreased  14% and  underlying  gross  profit
declined 2%. The  significant  strengthening  of the U.S.  dollar and  inventory
reductions  for our  brands in many  markets  around  the  world  were the major
factors contributing to these declines.



Reported advertising  investments contracted 6% for the first nine months of the
year  compared  to the same  period last year.  Adjusting  for foreign  exchange
movements and spending behind discontinued agency brands, underlying advertising
investments  decreased 2% for the first nine months of fiscal 2009.  The company
continued to reallocate spending and adjust its promotional mix to those brands,
markets,  and  channels  where it  believes  the  consumer  and  trade  are most
responsive to the investments, which included increased spending for value-added
packaging that is reflected in cost of goods and selective discounting programs,
which affects net sales.

Selling,  general, and administrative (SG&A) expenses were down 8% for the first
nine  months  when  compared  with the same  period of last year as the  company
benefited from continued tight management of  discretionary  spending as well as
lower performance-related  costs, such as incentive compensation.  Adjusting for
changes in foreign  exchange rates,  transition costs related to the fiscal 2007
Casa Herradura  acquisition,  and the expenses  incurred  related to our Italian
wines divestiture, SG&A decreased 6% for the nine months ended January 31, 2009.

Brown-Forman's  balance  sheet  remained  strong and the  company  continued  to
operate during the nine month period with an "A2" rating from Moody's and an "A"
rating from Standard & Poor's. On January 9, 2009 the company completed the sale
of $250 million in aggregate  principal amount of 5% Notes due February 1, 2014.
The company enjoyed continued access to commercial paper markets  throughout the
quarter. The strength of the balance sheet was supported through strong positive
operating cash flows of $343 million for the first nine months of fiscal 2009.

During the third quarter, Brown-Forman paid a cash dividend of $0.2875 per share
on its Class A and Class B Common  Stock,  a 6% increase  over the dividend paid
the prior quarter.



Full-Year Outlook

Due to the impact of foreign exchange and global inventory  reductions,  and our
assumption  that these factors will impact our reported  results  further in the
fourth  quarter,  we are  revising  our fiscal year 2009 full year  earnings per
share guidance  downward to a range of $2.70 to $2.90. This new range represents
a  potential  reported  decline of 5% to  possible  growth of 2% over prior year
earnings per share of $2.84.  The updated  range  reflects our cautious  outlook
about the global economic  environment and its continued  effect on our business
throughout the remainder of our fiscal year. Additionally, our guidance includes
the impact of the  noncash  agave  write off and the gain on the sale of Italian
wines  announced  earlier  this fiscal  year.  This  outlook  also  incorporates
expectations  for continued tight management of  discretionary  expenses,  lower
performance-related  costs, and a lower effective tax rate in the fourth quarter
when compared to the first nine months of the fiscal year.

Commenting  on the updated  guidance,  Varga said "The  condition  of the global
economy today and the mood of people over the last fifteen months,  particularly
the last six months,  are obvious causes for concern.  And while this may temper
shorter-term  growth  rates  for  everyone,  including  Brown-Forman,  we do not
believe it diminishes the wonderful long-term opportunities which still exist to
build our brands over time for the immense benefit of our shareholders."

Brown-Forman  will host a  conference  call to discuss  the results at 9:30 a.m.
(EST) this morning.  All interested  parties in the U.S. are invited to join the
conference call by dialing  888-624-9285 and asking for the  Brown-Forman  call.
International  callers  should dial  706-679-3410  and ask for the  Brown-Forman
call. No password is required.  The company suggests that  participants  dial in
approximately  ten minutes in advance of the 9:30 a.m.  start of the  conference
call.

A live  audio  broadcast  of the  conference  call  will also be  available  via
Brown-Forman's  Internet  Web  site,  www.brown-forman.com,  through  a link  to
"Investor Relations." For those unable to participate in the live call, a replay
will   be   available   by   calling   800-642-1687   (U.S.)   or   706-645-9291
(international).  The identification code is 87273422. A digital audio recording
of the conference call will also be available on the Web site  approximately one
hour after the conclusion of the  conference  call. The replay will be available
for at least 30 days following the conference call.

Brown-Forman  Corporation  is a producer and  marketer of fine quality  beverage
alcohol brands, including Jack Daniel's, Southern Comfort,  Finlandia,  Canadian
Mist,   Fetzer,   Korbel,   Gentleman  Jack,  el  Jimador,   Tequila  Herradura,
Sonoma-Cutrer, Chambord, Tuaca, Woodford Reserve, and Bonterra.



IMPORTANT NOTE ON FORWARD-LOOKING STATEMENTS:

This release  contains  statements,  estimates,  or projections  that constitute
"forward-looking  statements"  as defined under U.S.  federal  securities  laws.
Generally,   the  words  "expect,"  "believe,"  "intend,"   "estimate,"  "will,"
"anticipate," and "project," and similar expressions  identify a forward-looking
statement,  which speaks only as of the date the  statement  is made.  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.
We  believe  that  the   expectations   and  assumptions  with  respect  to  our
forward-looking statements are reasonable. But by their nature,  forward-looking
statements involve known and unknown risks, uncertainties and other factors that
in some  cases are out of our  control.  These  factors  could  cause our actual
results to differ materially from  Brown-Forman's  historical  experience or our
present expectations or projections.  Here is a non-exclusive list of such risks
and uncertainties:

 - Continuation of the global economic downturn or  turmoil in world financial
   and equity markets (and related credit and capital market instability and
   illiquidity; decreased consumer and trade spending; higher unemployment;
   supplier, customer and consumer credit or other financial problems, inventory
   reductions by distributors, wholesalers, and retailers, bank failures or
   governmental nationalizations, etc.);
 - pricing, marketing, products, and other competitive activity focused against
   our major brands;
 - continued or further decline in consumer confidence or spending, whether
   related to global economic conditions, war, natural disasters, terrorist
   attacks or other factors;
 - tax increases, changes in tax rules or accounting standards (e.g., LIFO
   treatment for inventory), tariff barriers and/or other restrictions affecting
   beverage alcohol, whether at the U.S. federal or state level or in other
   major markets around the world, and the unpredictability or suddenness with
   which they can occur;
 - limitations and restrictions on distribution of products and alcohol
   marketing, including advertising and promotion, as a result of stricter
   governmental policies adopted either in the United States or in our other
   major markets;
 - changes in and obligations for employees, former employees and retirees cost
   of benefits, and lower returns on pension assets;
 - fluctuations in the U.S. Dollar against foreign currencies, especially the
   British Pound, Euro, Australian Dollar, Polish Zloty, South African Rand,
   Japanese Yen, Russian Ruble and Mexican Peso;
 - reduced bar, restaurant, hotel and other on-premise business, consumer shifts
   to discount stores and other price sensitive purchases and venues;
 - longer-term, changes in consumer preferences, societal attitudes or cultural
   trends that result in reduced consumption of our premium spirits brands or
   ready-to-drink products;
 - distribution arrangement changes in major markets that affect the timing of
   our sales or limit our ability to market or sell our products successfully;
 - adverse impacts as a consequence of our acquisitions, joint ventures,
   business partnerships, acquisition strategies, integration of acquired
   businesses, or conforming them to the company's trade practice standards,
   financial controls environment and U.S. public company requirements;
 - price increases in energy or raw materials, such as grapes, grain, agave,
   wood, glass, and plastic;
 - changes in climate conditions, agricultural uncertainties, our suppliers'
   financial hardships or other supply limitations that adversely affect supply,
   price, availability, quality, or health of grapes, agave, grain, glass,
   closures or wood;
 - negative public media related to our company, brands, personnel, operations,
   business performance or prospects;
 - counterfeit production, tampering, or contamination of our products and any
   resulting negative effect on our sales, intellectual property rights, or
   brand equity;
 - consumer and trade acceptance of product line extensions and new marketing
   initiatives;
 - adverse developments stemming from state or federal investigations of
   beverage alcohol industry marketing or trade practices of suppliers,
   distributors or retailers; and
 - impairment in the recorded value of inventory, fixed assets, goodwill or
   other acquired intangibles.



                            Brown-Forman Corporation
                 Unaudited Consolidated Statements of Operations
                 (Dollars in millions, except per share amounts)

                                      Three Months Ended
                                          January 31,
                                      2008           2009         Change
                                     ------         ------        ------
CONTINUING OPERATIONS
   Net sales                         $877.4         $784.1         (11%)
   Excise taxes                       205.0          191.7          (6%)
   Cost of sales                      239.8          221.8          (7%)
                                     ------         ------
      Gross profit                    432.6          370.6         (14%)

   Advertising expenses               107.6           87.0         (19%)
   Selling, general, and
    administrative expenses           143.3          113.1         (21%)
   Amortization expense                 1.3            1.3
   Other (income), net                 (1.2)          (8.0)
                                     ------         ------
      Operating income                181.6          177.2          (2%)

   Interest expense, net                9.1            8.1
                                     ------         ------
      Income before income taxes      172.5          169.1          (2%)

   Income taxes                        56.6           45.7
                                     ------         ------
      Net income                     $115.9         $123.4           6%
                                     ======         ======
   Earnings per share:
      Basic                            0.76           0.82           9%
      Diluted                          0.75           0.81           9%


DISCONTINUED OPERATIONS
   Net income                         $ 0.1          $  --

   Earnings per share:
      Basic                              --             --
      Diluted                            --             --


TOTAL COMPANY
   Net income                        $116.0         $123.4           6%

   Earnings per share:
      Basic                            0.76           0.82           8%
      Diluted                          0.75           0.81           9%


                                     (more)



                            Brown-Forman Corporation
                 Unaudited Consolidated Statements of Operations
                 (Dollars in millions, except per share amounts)

                                       Nine Months Ended
                                          January 31,
                                      2008           2009         Change
                                     ------         ------        ------
CONTINUING OPERATIONS
   Net sales                       $2,509.9       $2,508.9           0%
   Excise taxes                       534.8          564.7           6%
   Cost of sales                      681.5          726.1           7%
                                     ------         ------
      Gross profit                  1,293.6        1,218.1          (6%)

   Advertising expenses               314.2          294.1          (6%)
   Selling, general, and
    administrative expenses           433.1          397.2          (8%)
   Amortization expense                 3.8            3.8
   Other (income), net                 (7.2)         (16.6)
                                     ------         ------
      Operating income                549.7          539.6          (2%)

   Interest expense, net               32.5           23.5
                                     ------         ------
      Income before income taxes      517.2          516.1           0%

   Income taxes                       176.5          161.3
                                     ------         ------
      Net income                     $340.7         $354.8           4%
                                     ======         ======
   Earnings per share:
      Basic                            2.21           2.36           6%
      Diluted                          2.19           2.34           7%


DISCONTINUED OPERATIONS
   Net income                         $  --          $  --

   Earnings per share:
      Basic                              --             --
      Diluted                            --             --


TOTAL COMPANY
   Net income                        $340.7         $354.8           4%

   Earnings per share:
      Basic                            2.21           2.36           6%
      Diluted                          2.19           2.34           7%


                                     (more)



                            Brown-Forman Corporation
                 Unaudited Condensed Consolidated Balance Sheets
                              (Dollars in millions)

                                                April 30,         January 31,
                                                  2008               2009
                                                 -------            -------
Assets:
Cash and cash equivalents                        $118.9              $334.7
Accounts receivable, net                          453.2               413.5
Inventories                                       684.5               643.2
Other current assets                              199.4               203.1
                                                -------             -------
     Total current assets                       1,456.0             1,594.5

Property, plant, and equipment, net               501.4               479.5
Goodwill                                          688.0               673.2
Other intangible assets                           698.8               686.4
Prepaid pension cost                               22.8                26.3
Other assets                                       38.0                39.9
                                                -------             -------
     Total assets                              $3,405.0            $3,499.8
                                                =======             =======

Liabilities:
Accounts payable and accrued expenses            $379.7              $299.5
Accrued income taxes                               14.7                 6.0
Dividends payable                                    --                43.3
Short-term borrowings                             589.6               397.2
                                                -------             -------
     Total current liabilities                    984.0               746.0

Long-term debt                                    417.0               660.6
Deferred income taxes                              88.8               108.4
Accrued postretirement benefits                   121.2               115.9
Other liabilities                                  68.8                57.3
                                                -------             -------
     Total liabilities                          1,679.8             1,688.2

Stockholders' equity                            1,725.2             1,811.6
                                                -------             -------

Total liabilities and stockholders' equity     $3,405.0            $3,499.8
                                                =======             =======

                                     (more)



                            Brown-Forman Corporation
            Unaudited Condensed Consolidated Statements of Cash Flows
                              (Dollars in millions)

                                                         Nine Months Ended
                                                            January 31,
                                                      2008              2009
                                                     ------            ------
Cash provided by operating activities                $397.3            $342.9

Cash flows from investing activities:
   Acquisition of brand names and trademarks          (12.0)               --
   Sale of brand names and trademarks                    --              16.8
   Sale of short-term investments                      85.6                --
   Additions to property, plant, and equipment        (31.6)            (37.1)
   Other                                               (3.6)             (2.5)
                                                     ------            ------
         Cash provided by (used for)
          investing activities                         38.4             (22.8)

Cash flows from financing activities:
   Net (repayment) issuance of debt                  (164.4)             66.5
   Acquisition of treasury stock                     (122.0)            (22.8)
   Special distribution to stockholders              (203.7)               --
   Dividends paid                                    (116.6)           (125.6)
   Other                                               19.7              (3.1)
                                                     ------            ------
         Cash used for financing activities          (587.0)            (85.0)

Effect of exchange rate changes
 on cash and cash equivalents                           5.1             (19.3)
                                                     ------            ------

Net (decrease) increase in
 cash and cash equivalents                           (146.2)            215.8

Cash and cash equivalents, beginning of period        282.8             118.9
                                                     ------            ------
Cash and cash equivalents, end of period             $136.6            $334.7
                                                     ======            ======


                                     (more)



                            Brown-Forman Corporation
                      Supplemental Information (Unaudited)
                 (Dollars in millions, except per share amounts)


                                                        Three Months Ended
                                                            January 31,
                                                    2008                  2009
                                                   ------                ------

Gross margin                                        49.3%                 47.3%
Operating margin                                    20.7%                 22.6%

Effective tax rate                                  32.8%                 27.0%

Cash dividends paid per common share              $0.2720               $0.2875

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        153,545               150,544
   - Diluted                                      154,968               151,486



                                                         Nine Months Ended
                                                            January 31,
                                                    2008                  2009
                                                   ------                ------

Gross margin                                        51.5%                 48.6%
Operating margin                                    21.9%                 21.5%

Effective tax rate                                  34.1%                 31.2%

Cash dividends paid per common share              $0.7560               $0.8315

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        153,856               150,592
   - Diluted                                      155,348               151,739



These  figures have been prepared in  accordance  with the  company's  customary
accounting practices.




                                   Schedule A

                            Brown-Forman Corporation
                           Continuing Operations Only
                      Supplemental Information (Unaudited)

                                                                       
                                                    Three Months Ended       Nine Months Ended
                                                     January 31, 2009        January 31, 2009

REPORTED CHANGE IN NET SALES                              (11%)                      0%
Australian excise tax                                      (1%)                     (1%)
Net sales from agency brands                                1%                       1%
Estimated net change in distributor inventories             2%                       1%
Impact of foreign currencies                               10%                       3%
                                                          -----                    -----
UNDERLYING CHANGE IN NET SALES                              1%                       4%
                                                          =====                    =====

REPORTED CHANGE IN GROSS PROFIT                           (14%)                     (6%)
Non-cash agave charge                                        -                       1%
Gross profit from agency brands                             1%                       1%
Estimated net change in distributor inventories             3%                       1%
Impact of foreign currencies                                8%                       4%
                                                          -----                    -----
UNDERLYING CHANGE IN GROSS PROFIT                          (2%)                      1%
                                                          =====                    =====

REPORTED CHANGE IN ADVERTISING                            (19%)                     (6%)
Advertising from agency brands                              2%                       2%
Impact of foreign currencies                                9%                       2%
                                                          -----                    -----
UNDERLYING CHANGE IN ADVERTISING                           (8%)                     (2%)
                                                          =====                    =====

REPORTED CHANGE IN SG&A                                   (21%)                     (8%)
Impact from Italian wines divestiture                      (1%)                       -
Transition expenses from acquisitions                       1%                       1%
Impact of foreign currencies                                6%                       1%
                                                          -----                    -----
UNDERLYING CHANGE IN SG&A                                 (15%)                     (6%)
                                                          =====                    =====

REPORTED CHANGE IN OPERATING INCOME                        (2%)                     (2%)
Operating income from agency brands                          -                       1%
Non-cash agave charge                                        -                       4%
Impact from Italian wines divestiture                     (11%)                     (4%)
Transition expenses from acquisitions                      (1%)                     (1%)
Estimated net change in distributor inventories             6%                       1%
Impact of foreign currencies                               16%                       6%
                                                          -----                    -----
UNDERLYING CHANGE IN OPERATING INCOME                       8%                       5%
                                                          =====                    =====


Notes:

Australian  excise tax - Refers to the impact of the 70%  increase in excise tax
of  ready-to-drink  products in Australia,  implemented on April 27, 2008. Since
net sales are recorded  including excise tax, we believe it is important to make
this adjustment to better understand our underlying sales trends.

Agency  brands - Refers to the impact of certain  agency brands  distributed  in
various  geographies,  primarily Appleton,  Amarula,  Durbanville Hills, and Red
Bull, which exited Brown-Forman's portfolio during fiscal 2008.

Estimated  net  change in  distributor  inventories  - Refers  to the  estimated
financial impact of changes in distributor inventories for the company's brands.
We compute  this effect  using our  estimated  depletion  trends and  separately
identify trade inventory  changes in the variance analysis for our key measures.
Based on the estimated depletions and the fluctuations in distributor  inventory
levels,  we then adjust the percentage  variances from prior to current  periods
for our key  measures.  We believe it is  important to make this  adjustment  in
order for  management  and investors to  understand  the results of our business
without   distortions   that  can  arise  from  varying  levels  of  distributor
inventories.

Impact of foreign  currencies  - Refers to net gains and losses  incurred by the
company  relating  to sales and  purchases  in  currencies  other  than the U.S.
Dollar.  We use the  measure  to  understand  the  growth of the  business  on a
constant  dollar  basis as  fluctuations  in  exchange  rates  can  distort  the
underlying  growth  of  our  business  (both  positively  and  negatively).   To
neutralize the effect of foreign  exchange  fluctuations,  we have  historically
translated  current  year results at prior year rates.  While we recognize  that
foreign  exchange  volatility  is a reality for a global  company,  we routinely
review our company  performance  on a constant  dollar  basis.  We believe  this
allows both  management  and our  investors to  understand  better our company's
growth trends.

Non-cash agave charge - Refers to an abnormal number of agave plants  identified
during the first quarter as dead or dying. Although  agricultural  uncertainties
are inherent in our tequila or any other  business  that includes the growth and
harvesting of raw materials, we believe that the magnitude of this item distorts
the underlying trends of our business. Therefore, we believe that excluding this
non-cash  charge allows for a better  understanding  of operating  income growth
trends.

Italian wines  divestiture  - Refers to the company's  December 2008 sale of its
Bolla and Fontana  Candida Italian wine brands to Gruppo Italiano Vini (GIV). We
believe that  excluding  the net gain on the sales of these  Italian wine brands
provides helpful information in forecasting and planning the growth expectations
of the company.

Acquisitions - Refers to transition related expenses from the acquisition of the
Casa  Herradura  brands in January 2007,  thus making  comparisons  difficult to
understand.  We  believe  that  excluding  transition  expenses  related  to the
acquisition  provides helpful information in forecasting and planning the growth
expectations of the company.

The company  cautions that  non-GAAP  measures may be considered in addition to,
but not as a substitute for, the company's reported GAAP results.