Good morning. My name is Chris and I will be your conference operator today. At this time, I would like to welcome everyone to the Brown-Forman first quarter fiscal 2009 conference call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question and answer session. (Operator instructions) Thank you. Mr. Marmor, you may begin your conference.

Thank you, Chris. Good morning everyone and thank you for joining us today. This is Ben Marmor, the Director of Investor Relations at Brown-Forman. With me here today are Paul Varga, our President and Chief Executive Officer; Don Berg, Executive Vice President, Chief Financial Officer; and Jane Morreau, Senior Vice President, Finance Management, Accounting, and Technology. Don will begin our call this morning with a review of our performance for the quarter, and Paul will follow with some further insights and comments. As always, this morning’s conference call contains forward-looking statements based on our current expectations. Numerous risks and uncertainties may cause actual results to differ materially from those anticipated or projected in these statements. Many of the factors that will determine future results are beyond the company’s ability to control or predict. You should not place undue reliance on any forward-looking statements and the company undertakes no obligation to update any of these statements, whether due to new information, future events, or otherwise. This morning, we issued a press release containing our first quarter results for fiscal 2009. The results can be found on our Web site, under the section titled Investor Relations. And we have listed in that press release a number of the risk factors that you should consider in conjunction with our forward-looking statements. Other significant risk factors are described in our Form 10-K, Form 8-K, and Form 10-Q reports filed with the filed with the Securities and Exchange Commission. During this call, we will also be discussing certain non-GAAP financial measures. These measures, and the reasons management believes they provide useful information to investors regarding the company’s financial condition and results of operations are contained in the press release. And with that, I will turn the call over to Don.

Thank you Ben and good morning everyone. To start, let me briefly summarize today’s earnings release. Brown-Forman’s first quarter earnings per share were $0.73, which represents a decline over last year of 5%. During the quarter, we took a $22 million pretax non-cash charge related to dead and dying agave plants, a raw material used for our tequila products. Excluding this non-cash charge, earnings per share were up 12% to $0.86. Reported operating income was down 10% over last year; however, our underlying operating income was up 3%. When you look at the Brown-Forman’s earnings release for the quarter, three themes emerge. First, the economic conditions worsened in several of our largest markets. Despite these challenging environments, we continue to grow our overall business and remain confident about the long-term growth opportunity for our brands. Second, we found that certain portions of our agave stock are unusable, for which we took a $22 million non-cash charge. And third, looking forward to the remainder of the year, excluding the previously mentioned charge, we have not changed our guidance. Let me speak to the agave issue first. When we acquired Casa Herradura, we recognized the increased volatility that comes with an agricultural business. We also recognized that the industry had a glut of agave and that we were acquiring a business that was similarly out long positioned with respect to agave. With agave’s typical 7-year growing cycle, it is natural to have some plant that perish due to any number of factors, including climate conditions, old age, or disease. However, during the quarter, we experienced an abnormal loss rate and determined that about 25% of our agave plants were unusable. We believe that this situation is not unique to Brown-Forman. As a result of the current glut and relatively low prices for…

Thanks, Don and good morning everyone. I would like to supplement Don’s commentary with a few brief points. This was an unusual quarter for us on a reported basis, primarily due to the agave charge. While the agave issue was a very real event for us, I would encourage you to set this aside for a moment and thinking about Brown Forman and Casa Herradura’s prospects for future growth, particularly long term growth. Regarding the tequila brands, we continue to uncover superb opportunities for developing both Herradura and el Jimador. We are expanding distribution of the brands outside of Mexico, investing significantly to hand the tequila portfolio, and repositioning the brands in terms of product, price, and brand identity. As Don just referenced, the most current example of this is the rollout of el Jimador as the 100% agave product during this late summer and early fall period. Our initial work on the Casa Herradura brands as can be typical with recent acquisitions, has been focused on transitional issues, learning, and solidifying the foundation from which we can build the brands more aggressively. Our transition is effectively over now and we believe that we are just beginning an exciting period of brand development and growth that can be sustained for some time to come. I also want to highlight the continued impressive growth of premium and super-premium brands such as Finlandia, Gentleman Jack, Woodford Reserve, Sonoma-Cutrer, Chambord, and Bonterra are testaments to both the opportunities that exist for well-positioned brands in this industry and our company’s ability to build brands over an extended period of time. As time passes, we believe that these brands both collectively and individually, will become more important to Brown Forman’s profit picture. And moving to Jack Daniel's, I believe that over the remainder of FY…

(Operator instructions) Your first question comes from Kaumil Gajrawala with UBS. Kaumil Gajrawala – UBS: Thank you, good morning everybody. First question on Jack Daniel's. It looks like the July trends are better but I believe it was this time last year where trends really started to turn negative. So can you help with what you think might be behind the turnaround in the standard [ph] data and NABCA data, or if this is just a comparisons issue?

I don’t think it is a comp issue. I think you are referring to the US here, and – Kaumil Gajrawala – UBS: Yes, I'm sorry, US.

Yes. I don’t think it is a comp issue. I think that about – I would call it more in the fall versus this time last year, we really began to shift some of the programming activity where we had predominantly been making large investments in the on-premise over to the off-premise and really started some of the work that both Don and I referenced, about trying to deal with what we consider to be the conditions in this environment and – I mean, almost since that time we have seen a steady increase in the Jack Daniel's off-premise performance, and so I think it reflects more of that activity than does a sort of comps to weak performance last year. Kaumil Gajrawala – UBS: Okay, and then – I guess it was around this time last year also that you were taking a price increase on Jack Daniel's in the US. Is there any plans to make another increase this year?

We actually take price increases on Jack Daniel's with tremendous regularity. There are some that occur of course in the summer months, but we have them actually spread out market-by-market throughout the course of the year. And some of the ‘noise’ actually referenced here in my comments deals sometimes with these changing timing of price increases or buying patterns associated with them. So, I mean, the thing I can say about our pricing is that we have been – I mean, I think continuing on with a pretty consistent and moderate program of pricing, and the thing that is upon us today really is thinking through – sometimes in a more challenging economic environment, particularly the time when you have got rising costs, how to thread the needle to come up with the right timing and amounts of price increases. So, one way we are handling it now and it is part of this programming that I have referenced, is looking much more closely at the frontline pricing and the ad and promotional pricing, and it is one the contributors I think to the improved performance. Kaumil Gajrawala – UBS: Okay. And then just the last question; the shift from on-premise to off-premise, are your share is materially different by channel?

We are seeing a little bit of that shift, yes. I actually haven’t studied it close enough to know if our share of market in each channel is the same. I know on the off-premise side that Jack Daniel's has gained market share in the United States in the off-premise channel, but I haven’t studied that close enough to know if our share has held up in the on-premise. I know a lot of the premium brands are dealing with the same situation we are on the on-premise. Kaumil Gajrawala – UBS: Okay, thank you.

Thank you.

Your next question comes from Lauren Torres with HSBC. Lauren Torres – HSBC: Good morning.

Good morning.

Good morning. Lauren Torres – HSBC: I guess as a follow-up on the cost and pricing side for this year, you did mention in this quarter, your grain and energy cost pressure is up, paced your rate of price increases. I was just thinking about that balance for the remainder of the year. How is your cost outlook on how you are positioned for the remainder of this year, and I guess you could build upon your previous comment on the price environment, in light of a tough consumer environment and particularly talking here in the US, your ability to take these moderate price increases, are you still comfortable doing that in light of what you have seen so far this year?

Yes. Looking first on the cost side, as I mentioned, we do expect to see on a year-over-year basis, continued increases in the costs. We have talked about this a bit in the past, most of the cost increases that we are seeing at this juncture is more on the grain and the fuel side, and while things have moderated recently, we still see significant increases over the course of the year. On the pricing side, as Paul mentioned, and in related to this topic as well, we continue to look at the inflationary pressures that we are under into what extent we can pass those along, and we will continue to evaluate that over the course of the rest of the year, and where we have those opportunities, we will pass along the increased costs that we are seeing, and again we will do it in a way where, in some cases we may take out the frontline, but then we will get targeted ways that we can make sure that we are getting the pricing to the consumer that is necessary to continue to short the volume on our brands. Lauren Torres – HSBC: Okay. And if I could also ask a question on the Herradura portfolio, obviously you talked about the supply issue and the charge that we saw in the first quarter. But just on, I guess maybe on a more broader sense, how you are thinking about this brand integrating for the distribution building it out, because I know that was a big issue or comment that you made about lot of opportunity there. Now, how is that going so far (inaudible) in this quarter.

Starting first with the United States, we have quite an effort going on there in the course of the year. There is huge distribution opportunities in this country, and we are working hard to after them; there is a lot of excitement particularly around el Jimador, particularly with it going to 100% agave; and so, we have got some high expectations, but we think we have the programs in place in order to be able to get the kind of distribution that we are looking for this year. Outside the United States, last year, there were a number of markets where we had to work through a number of inventory issues that we inherited with the acquisition. We think we have most of those behind us now, and so we think we will be able to get at a lot of the distribution opportunities outside the US as well. It is on a much smaller base, tequila is not a stronger category outside the US, but there are a few markets out there where Herradura and el Jimador are really starting to get some nice traction and we will continue to build on it.

Lauren, I might just add something else. The thing that has been really interesting to us on the tequila brands and the expansion of distribution in the United States has been how receptive the trade has been to it outside the traditional big tequila markets in the United States. And what we are planning is – tequila has had a steady and impressive growth for better part of the last decade, but it is not just really the Californian and Texas strongholds. We are doing well there and we think there is great opportunity there, but it is also in many, many other US states, where there is a tremendous amount of opportunity as well. Lauren Torres – HSBC: And if I could just ask one last question, just on the advertising investment front, it seemed that you pulled back a bit in the quarter, I was just curious for the year, how you are thinking about spend and I guess you would like to take continued investments behind your brands but in light of a difficult environment. Is that something that should be sacrificed here or should we see a little bit more push-forward with respect to putting more dollars behind your brands here?

I think part of what you are seeing here is the seasonality effect. I mean, as you move from the on-premise to the off-premise, your October, November, December timeframe becomes increasingly more important. And so, in kind of shifting our spending and taking all that in mind, you will see some shifting in terms of seasonality of our spend more on that timeframe. I think that is part of what you are seeing here.

And I think as long as we are able to meet the requirements we have of ourselves and our own expectations about the topline growth, you will see higher rates of organic, for sure, investment in the remainder of the year across the balance of the year. Lauren Torres – HSBC: So it is not less spend, it is maybe just different allocation or timing?

Some of it is timing, but I will say, if you go back, for those of you who will recall Brown Forman’s performance over many prior years, there is no doubt that our investments level today are lower than what we would have been investing back two years ago or three years ago, and I think some of that is environmentally related, just softer conditions, and what you would expect in terms of the receptiveness of the consumer. The most important piece though is not what the aggregate increase is, in my view as much as is what you are doing with the money itself, and I think last year, we were just over $1 billion of aggregate operating investment which went behind our brands and people and there is always straight opportunities I think there to shift within your mix and go to where we think the consumer will be most responsive. And trust that we are doing it in any sort of way that would compromise our long-term brand building or equity or potential for growth in years ahead.

I think if you look at our philosophy historically, we have been very consistent about the spending behind the brands but we also worked very hard at kind of matching or spending levels with our improvements in gross profit and I think you can expect to see that going forward.

I would like to add just one thing to – as Paul said, you really can’t look at it in aggregate as well. You really need to understand what we are spending and what we are spending behind it. So when you look at the numbers on the surface, it does appear we are flat, but we are spending heavily, we continue to invest where we believe it is effective, such as places in Eastern Europe, where we are growing nicely in the tequila brands and in places like that. Jack Daniel's in the US we are spending behind as well. So, when you look at an aggregate number, it is sometimes misleading too. You need to dig behind them and understand we are investing where we believe things are effective. Lauren Torres – HSBC: Okay. All right, thank you.

Thank you.

Your next question comes from Tim Ramey with D.A. Davidson and Company. Tim Ramey – D.A. Davidson and Company: Good morning. I would like to learn a little bit more about the agave situation. You are responsible for farming those plants as I recall; I think you bought them from the previous owners, is that right and if so, how could it be that just one quarter we discover 25% of what we are farming is no longer viable.

There are a number of different ways that we acquire or supply our agave. We do own a few fields of our own, but the largest share are situations where the land may be owned by somebody else but we own the plants that are responsible for the farming of the plants. If you look at it, we are constantly looking at the plants that we have, judging the health of plants that we have. Prior to this quarter, we were seeing some aspects of some disease in the plants, but it really wasn’t beyond what we would consider to be kind of a normal rate. It really has only been in the last three months or so where going out there and doing our cycle counting that we have seen a much more alarming rate of – and what we would consider to be an abnormal rate of the disease rate that we have seen in the plants. We have plantings in predominantly five regions within Mexico. Two of those regions are very healthy, two seemed to be partially affected, one region in particular has been pretty hard hit. Tim Ramey – D.A. Davidson and Company: And can you attribute that to climatic conditions or just farming practices in that region?

I would say it is a combination of the two. There has been a lot of press on what has been going on with agave and the glut of agave and there has been some press in there about how farmers have been burning their fields and moving to corn. We do think that there as the glut conditions have come about and particularly there is the pricing on agave has gone down, that farmers have kind of abandoned agave and their fields without necessarily taking the agave out, and as a result of kind of a reduced amount or a lack of disease-control, it kind of created – it has increased the risk across the board in those areas where that is happening. Tim Ramey – D.A. Davidson and Company: And just back on Jane’s comment a couple of minutes on consumer – or spending behind the brands, as you shift more from kind of retail promotion versus on-premise promotion; wouldn’t that tend to favor advertising spending versus, I mean, your ad to sales spending was actually down just a (inaudible), and I would have thought that would have been the opposite.

Could you repeat that? Tim? Tim Ramey – D.A. Davidson and Company: I'm sorry, I was picking Jane’s comments about how you continue to spend aggressively behind the brands, but it looked like the ad spending trailed sales growth or the growth in ad spending trailed the growth in sales growth and I would have thought advertising as a piece of the mix versus other promotion would be bigger if you are focusing more on the retail side versus the on-premise side.

Actually, it is at least my experience that the types of investments you will put into media – it goes beyond media, it also cause things like event marketing and life style marketing, we sometimes call it on-premise. The advertising can work in a variety of different ways, but we tend to categorize that as more mid to long-term style investments whereas investments that we might place between trying to stimulate more short term sales, purchases in the accounts, we might categorize as skewed towards shorter term. They are all great investment, but as always, at least in my view, the type of investment behind advertising was intended to create more pull which you will definitely see as one of the most important factors in on-premise consumption. So, it is not scientific, I’ll admit that but I would say there is a greater correlation between, at least your intent between media investment and on-premise – to feel the kind of the on-premise consumption. There is a lot of activities you can use in the retail environment whether it is special packaging or advertising or display activity and merchandising, it is intended to be more immediate in its impact. Tim Ramey – D.A. Davidson and Company: Got it. Thank you.

Okay.

Your next question comes from Todd Duvick with Banc of America. Todd Duvick – Banc of America: Good morning. Had a quick question for you on the fixed income side. It looks like you’ve got as always a very clean balance sheet, and your leverage is certainly in great shape. I haven’t heard any mention of your share buyback activity or plans for this year. And you may have mentioned it earlier in the call; I had to get on late. But could you just update us on what your plans are for share buybacks this year?

You didn’t miss anything. We hadn’t talked about it before now. As usual, we are always looking at our capital structure and share buybacks are certainly one of the avenues that we look at in terms of what the best of uses of our cash are, and we will continue to do that in the future. But at this point, nothing has been announced on anything.

Although one thing just to note. We will have – just because of the timing of last year we will receive some benefit in our EPS plan from last year’s share repurchase. Todd Duvick – Banc of America:

Again, we look at that all the time and the biggest bummer for is how we can even create the bigger share value. And look at acquisitions today and we constantly are looking at what we think might be out there, what might come up for sales, where our interest might be. We look at our debt capacity in terms of making sure that we will be able to cover any kind of future opportunities that might come our way that we think can create value. And then we look at what additional cash might be available and look at what we might do with it. Whether it’s through share buybacks or dividend increases or all the different factors that you take into account as you think about your capital structure.

There is no doubt in this last couple of years since the Herradura acquisition, we have been – obviously we were very focused on integrating that business. But we have also been really focused on the organic opportunities available to our portfolio. We still think there is tremendous opportunity for expansion on, particularly oriented around our premium and super premium brands. So, we have been focused on that, but that is not a mutually exclusive exercise. If we see a great opportunity in the acquisition world that would – particularly for brands that would do well on our hands or fit really well with us, we will definitely take a look at it. Todd Duvick – Banc of America: Okay. And then just one final question; with respect to your short-term debt, you have got just under $600 million of short-term debt, it is actually lower than it has been over the last year. Any plans to turn that out in the debt capital markets or are you comfortable keeping it in short term debt, commercial paper for instance?

We are always looking at that. We had a bond that was outstanding that came due in March, and at that point in time there was a bit of shift between kind of our fixed versus floating as we look at our debt, and again, given the kind of environment that we are in today we are constantly looking at that and evaluating where we are and where we need to be. And again take into account lot of the other things that we talked about earlier. Todd Duvick – Banc of America: Okay. Thank you very much.

Thank you.

(Operator instructions) Your next question comes from Bryan Spillane with Banc of America. Bryan Spillane – Banc of America: Good morning guys.

Hi Bryan.

Hi Bryan. Bryan Spillane – Banc of America: Couple of housekeeping items. First; in the quarter, underlying sales growth of 4%. Could you split how that broke down between price mix and volume?

Hang on just a second. Let me think about it. We would do it so many different ways when we cut these between organic and reported, and of course incorporated in the FX and let me just ask – Jane is here, let me ask her to break a few she can look at – want to go ahead and ask you second – Bryan Spillane – Banc of America: Yes. While you are doing that, and then the guidance now, you had a currency benefit that flowed through the EPS line in the quarter. So, does the guidance – the annual guidance now include the benefit from currency in the first quarter?

Yes, it has the benefit of the currency in the first quarter as well it represents the current spot rates. Bryan Spillane – Banc of America: So, there is now some expectation for currency benefit in that guidance or no?

There is currency benefit in the guidance in terms of what we’ve experienced already in the first quarter, but as you look out, Bryan, where the spot rates are today, they stay there. We don’t anticipate any additional currency improvement. Bryan Spillane – Banc of America: Okay. So you would bank the first quarter but then there would be no additional benefit in the balance of the year?

If the spot rate stay where they are. Bryan Spillane – Banc of America: If the spot rate stays the same. So, just kind of try to compare the guidance now versus the guidance at year end, it does now include a currency benefit and it didn’t before. I am just trying to see if there is an additional benefit from currency that didn’t exist before.

Bryan, this is Jane. I do not expect any additional benefit from FX for the rest of the year. In our current outlook, we have assumed a spot rate, but it does not have any additional benefit. Bryan Spillane – Banc of America: But when you initially set the guidance for the year, were you expecting a currency benefit?

We were not. Bryan Spillane – Banc of America: Okay. So, the guidance does now include some benefit from currency and it didn’t before?

It is a best estimate.

Bryan, one thing to note, the currency when you isolate it, I think it is correct the way you are talking about it, particularly from the first quarter contribution. But there are always a myriad of items that are looming as you go throughout the course of the year. And this quarter is no exception. There is a bunch of things that go in that you’d look at to raise your earnings with (inaudible) in our range, few pennies here and a few pennies there. Bryan Spillane – Banc of America: Okay. All right. And then on the – if you could talk to first of all capital spending expectation for the year?

Capital spending expectations for the year remain unchanged really from what we disclosed previously. They remain in the $65 million to $75 million range. Bryan Spillane – Banc of America: $65 million to $75 million. Okay. And then any guidance on either operating cash flow or free cash flow this year? Even if it is – is it going to be – will it grow versus last year. I am just trying to get a sense for whether or not – it seems to me that free cash flow ought to actually improve this year versus last year.

Cash flow – on a free cash flow, yes we would expect it to be higher. Bryan Spillane – Banc of America: Okay. And then that kind of goes back to Todd’s question, if free cash flow is improving, one possibility is to take down some of that commercial paper balance, would that be an option on the table?

It’s always one of the possibilities. Bryan Spillane – Banc of America: Okay. All right. And then Paul, we know we get a lot of questions about the spirits category in the US and how it has performed in previous recessions and what the risks are to the category. Assuming that yet we are going to continue to have an economic downturn, if you could just talk to how the category has performed on average in past downturns, what you are seeing now in terms of – is the industry acting predictably at this point, are there things that are different, you know the industry now is far more consolidated, you have been through an era where there has been a lot more emphasis on marketing spend, the brand profiles? So just trying to figure, is this sort of an average type response in the downturn or is there something different?

I don’t consider it and this is the personal view. I don’t consider it unusual in terms of some of the reactions that you see. I think the difference when people go back and do the historic – my view is that people go back and study the historical recession and then try to forecast it forward to today, one of the things that I think people miss just the dramatic change in, particularly in the United States, in the environment of the on-premise and how much the premium and super premium side of the business has grown versus what would have been represented more by standard and popular price dominant brands back 20 years or 30 years ago, and because people would go very far back in studying recessions. And so I think it’s all the benefits that have accrued to the industry and the companies by building these wonderful premium and super premium brands, and much of their attraction and some of the brand building occurred in the on-premise. And so when you have these channels shifts, you really have a different environment for purchasing, shopping and consumption than exists in the on-premise, and so, I think we don’t just report the numbers solely to say on-premise is softened and then off-premise seems to be getting stronger. It is really that you have a different competitive environment, you have different price references, you have different consumption dynamics, particularly in spirits in terms of mix ability, in convenience in some of those items. And so I think that is one of the things that probably just get shortcutted when people view prior recessions versus this one. But it hadn’t particularly surprised us. I think with a lot of these situations as always you need to understand all of the factors throughout the consumption behavior and the trade behavior that influences. And I will say even though there has been some shift, I mean, if you really look at it closely, people are still purchasing premium brands and super premium brands in the off-premise as well. So, it is not like there has been a total and fundamental change. It just really sort of on the margins and it’s in the performance of a lot of the premium and super premium branded companies. Bryan Spillane – Banc of America: Okay. Great. I can follow-up later to get the topline break down if that’s helpful.

Yes. Jane was looking at it, and I mean we’d be sort of we don’t have the exact information here in front of us. So, I’d rather like – Bryan Spillane – Banc of America: I can call in later.

Okay. Bryan Spillane – Banc of America: All right. Thanks guys.

Thank you.

At this time, you have no further questions.

Okay. Ben?

Thank you for joining us today. And we do not have any closing comments.

Thank you all.

Thank you.

This concludes today’s conference call. You may now disconnect.