Good morning. Myname is Elsa and I’ll beyour conference operator today. Atthis time I would like to welcome everyone to Constellation Brands’ thirdquarter 2008 earnings conference call. Alllines have been placed on mute to prevent any background noise. After the speakers’ remarks there will be aquestion and answer period. If you would like to pose a question during this time please press‘star’ then thenumber one on your telephone keypad. If you would like to withdraw yourquestion press thepound key. Thank you. It is now mypleasure to turn thefloor over to your host, Patty Yahn-Urlaub, Vice-President of InvestorRelations. Ma’am, you may begin your conference.

Thank you, Elsa.Good morning, everyone, and welcome to Constellations’ third quarter fiscalyear 2008 conference call. I’m here this morning with Rob Sands, our Presidentand Chief Executive Officer, and Bob Ryder, our Chief Financial Officer. By now youshould have had anopportunity to read our newsrelease, which hasalso been furnished to theSEC. This conference call is intended to compliment the release. During the call we will discuss financialinformation on aGAAP comparable organic and constant currency basis. Reconciliations between the most directly comparable GAAPmeasure and these and other non-GAAP financial measures are included in thenews releaseor otherwise available atthecompany’s website atwww.cbrands.com under the investor section. Thesereconciliations include explanations as to why management uses the non-GAAP financial measures and whymanagement believes they areuseful to investors. Discussions willgenerally focus on comparable financial results, excluding acquisition-relatedcosts, restructuring and related charges, and unusual items. We will alsodiscuss organic net sales information, which is defined in thenewsrelease, and constant currency net sales, which excludes the impact of year-over-year currency exchange rate fluctuations. Please be aware that we may makeforward-looking statements during this call. While those statements representour best estimates and expectations, actual results could differ materiallyfrom our estimates and expectations. For adetailed list of risk factors that may impact the company’s estimates please refer to the newsrelease and Constellations SEC filings. Now I’d like toturn thecall over to Rob.

Thanks, Patty,and good morning. I hope everybody had agreat holiday and welcome to our discussion of Constellations third quarter2008 results. Before we get started I want to mention howpleased I amthat we recently finalized theacquisition of Fortune Brands US wine portfolio. This acquisition marks anothermilestone inthe growthand development of our business as itfurther strengthens our leadership position inthe US wineindustry, improving our overall scale and our premium position. The total portfolioof products we acquired is well positioned among the fastest growing super premium-pluswines, solidifying our position as anundisputed leader inthe US winebusiness. These super premium and above categories are growing at double-digit growth rates of 14% andrepresent approximately 40% of theentire US wine business inIRI channels on avalue basis. The acquired Closdu Bois brand is theleading super premium wine brand inthe US.According to themost recent IRI data, ithas beengrowing at a rateof 18% on avolume basis during thelast 52-week period. Clos du Bois hasa range ofproduct offerings, including theleading presence insuper premium chardonnay and strong growth across all keyvarietals. This brand is now thebest selling Sonoma County wine and will join other major wine assets we have in that area, including Simi andRavenswood. ConstellationsUS market share of thesuper premium and above categories is expected to increase by approximatelyfive percentage points on both avolume and value basis with theaddition of theacquired wine brands. As we mentionedpreviously, we will betaking arestructuring charge associated with theintegration of this acquisition sothat we may fully realize thesynergies that will result inthe combinedwine operations of both entities. Bob will outline the details of the restructuring plan in just a few minutes. As we integratethis newly-acquired wine business we arealso taking theopportunity to evaluate and rationalize our US wine product portfolio,primarily within thevalue segment. This includes smaller, low-margin, regional brands at price points generally less than $5and…

Thanks, Rob.Good morning, everyone. Ingeneral I’m pleased with our results for thequarter as we generated 6% organic net sales growth on a constant currency basis. Comparablebasis diluted EPS was $0.55 versus $0.58 last year as our results continue to be negatively impacted by the UK and Australian businesses. We’vecontinued our efforts to better position these business for improvedperformance as evidenced by our recent Australian winery rationalizationannouncement. I’m especially pleased that for the year to date we have generatedexcellent free cash flowand we expect free cash flowfor fiscal 2008 to besignificantly above last year and our previous estimate. I’d like tostart with areview of our P&L for thequarter where my comments will focus on comparable basis financial results. Forthe thirdquarter theSVEDKA acquisition and theCrown and Matthew Clark wholesale joint ventures impacted the comparability of results. Let’s look at our net sales line. As you can see from our news release on page 14, ourconsolidated net sales decreased 27% reflecting the moveof our US imported beers to theCrown Imports joint venture and theUK wholesale business to theMatthew Clark joint venture. As previously discussed, these joint venturesfollow equity accounting and, therefore, areno longer reflected on theconsolidated net sales line. This impact was partially offset by a 1% benefit from the SVEDKA acquisition, 3% benefit fromcurrency, and branded wine growth. Commentary for the following net sales comparisons willbe on a constant currency basis. Weexperienced a6% increase inthe consolidatedorganic net sales for thequarter. Spirits net sales increased 31% due to the acquisition of SVEDKA and a 12% inorganic net sales driven by higher average selling prices and volume gains forbranded spirits portfolio, as well as anincrease inour production services business. We continue to be very pleased with SVEDKA and itsmarketplace momentum as itcontinues to generate high double-digit sales growth. World-wide branded wineorganic net sales increase…

Thank you. The floor is now open for questions.(Operator Instructions). Our first question is coming from Bryan Spillane ofBanc of America. Please go ahead. Bryan Spillane – Banc of America: Hi. Goodmorning.

Good morning,Bryan. Bryan Spillane – Banc of America: Just twoquestions related to thewine business. One, just interms of restructuring activity and cost-savings measures for 2009, I knowyou’ve outlined $20 million of incremental savings related to assimilating orintegrating theFortune Brands business. Should we expect that there will be incremental savings above and beyondthat relative to what you’re doing to therest of your business? And then the second question with regards to freecash flow. Very nice to seethe increasein free cashflowguidance for 2008, especially given that there’s some cash costs related tosome of therestructuring activity. Is that amore normal run ratefor free cash flowas we begin to model out 2009 and 2010? Should we start to think about this asbeing a morenormal run ratefor free cash flow? Thanks.

Hi, Bryan. It’sBob. I guess on thefirst question I’d saythe numberswe put in the press release regarding the costs and benefits of the restructuring activities, they’reour best estimates right now. And as you know, these are estimates. We hope to do better, but these are our best estimates right now. Ithink you’ll also look at, thegood thing about therestructuring is we areacting quite fastso we are getting a lot of the restructuring costs behind usquickly. And also, we’re getting savings quite quickly. And if you just look at thecash payback on these activities, it’s inbetween about ayear and two years. Soit’s apretty quick payback on therestructuring activities. On the cash flow, we’re very happy with the cash flow for this year. We’re not reallygiving guidance for future years cash flow, but as a corporation, as I mentioned, we are much more focused on bringing moreof our EBIDTA down to thefree cash flowline. So Ihope we continue to seebetter cash flowperformance as we go forward. We’re not giving any specifics right now. Bryan Spillane – Banc of America: Would it befair to saythat thefactors that drove theincrease in yourfree cash flowguidance aresort of more sustainable-type things, like better working capital management asopposed to one-time things like asset sales or one-time, like, cash taxrefunds?

Yeah, I’d say they’re probably more along the more permanent cycle. However, youknow, on working capital we dohave a lotof exposure to agro industry, sowe aresomewhat subject to thetiming of harvests and things like that. And one of the bigdrivers this year for theimproved working capital is we dohave reduced inventories inthe US and in Australia. We think that’s healthyfor thebusiness. We are focused on keeping our cash tax rate down; we’ve been pretty successfulwith that and hope we can keep replicating that. And the other drivers to improve cash flow is reduced capital spending. We are very focused on capital spending,however, we aregoing to spend what we need to keep thebusiness quite healthy. But I think as we make part of management’scompensation attributable to cash flowit is havingthe desiredimpact. Sonow we have alltheassociates inthe businessreally focused on how we can drive better cash flow from the business. Bryan Spillane – Banc of America: Okay. Great.Thank you, guys.

Thanks, Bryan.

Thank you. Ournext question is coming from Lauren Torres of HSBC. Please go ahead. Lauren Torres – HSBC: Good morning.

Hi, Lauren. Lauren Torres – HSBC: Hi. I was hopingyou could just bea littlebit, if you can, more specific on performance at Crown Imports in thequarter. You know, obviously we’re still talking about the impact of the price increases on your volumes, butif you could give us any sense of either shipment or consumption data thatwould behelpful.

Yeah, you know,as we continue to say, Crown is really performing right in accordance with expectations and istracking very closely to what occurred when we previously increased pricing. The business is fundamentally veryhealthy. If you look at, take for instance depletion growth rates, the Crown business, even with the price increase, continues to grow inthe low single-digits, which is, as I said,pretty consistent with what typically occurs during a price increase year. So ingeneral, Crown is meeting our expectations and we’re pleased with its performance. Lauren Torres – HSBC: And you saidthat you’ve seen some improvement, I guess, over the last couple months beyond November?

Yes. As we startgetting into theyear following theprice increase in’08 we’re seeing some improvement. Lauren Torres – HSBC: Okay. And if Icould also just ask aquick question on spirits, organic sales inthe quarterwas up 12%. Can you just give us anidea, you know, obviously that’s not SVEDKA’s, so what’s really driving the growth right now behind your spiritsdivision? I guess we saw that last quarter, also. If you could give us a sense of how sustainable these growthrates are.

Yeah, well, youknow, it isattributable inpart to our premium businesses, thetrend towards premiumization trading off those businesses continue to do very well. So ingeneral we’re pleased with our spirits’ performance and our strategy offocusing on themore premium categories and developing internally premium brands is paying off.These arehigh levels of growth. I don’t know that they’re sustainable at those levels on an organic basis forever, but we’re verypleased with thespirits performance and continued good spirits performance. Lauren Torres – HSBC: But is thisgrowth more volume or price related? I’d assume price related.

It’s a mix of prices and volume. Volumes are strong on our premium portfolios.And pricing is, there’s some pricing inthere as well. Sopricing, mix and volume. Allthree factors. Lauren Torres – HSBC: Okay. Thank you.

Thank you. Ournext question is coming from Christine Farkas of Merrill Lynch. Please goahead. Christine Farkas – Merrill Lynch: Thank you verymuch. Good morning, Rob.

Hello,Christine. Christine Farkas – Merrill Lynch: A question onyour volumes, if I could, your rationalized volumes on the value wine portfolio. Can you giveus a senseof how much of your volume you’re considering rationalizing here, either in percentage of below $5 or percentageof total portfolio? Just to geta sense ofwhat kind of size we’re talking about.

Yeah, well,we’re really working on that atthe currenttime so wedon’t have any specific numbers to give you on that other than to say that, you know, as a result of how we will go about doingthis and taking advantage of things like greater focus on our premiumportfolio, theability to substitute either listings or skews, and this kind of thing, wereally don’t expect itfrom anEBIDT perspective to have material impact on us at all. We think it’s a good thing for the business and it’s not somethingthat, you know, as I said, from anearnings perspective we’re particularly concerned about. Christine Farkas – Merrill Lynch: Okay. What aboutfrom amarket share perspective again? Would that besomething meaningful?

Well, we’ll see when it allgets done, but atthe moment Idon’t think we really anticipated to have ameaningful impact. But as I said, we’ll seewhen all the plans are complete and the rationalization is finished. Christine Farkas – Merrill Lynch: Okay. Great. A couple of classifications, if I could.Back to your capex. You did talk about lower capital spending. Were there anyspecific projects that you pushed out into fiscal ’09 or anything that couldreverse interms of your capital spending plans that would be considered not, I guess, ongoing in your new free cash flow step up?

This is Bob. No,we don’t, we did reduce our capital budget for this year and we don’t expect tospend that infuture years. Christine Farkas – Merrill Lynch: Okay. So that’s real. And then finally onspirits, again, back to thestep up inorganic growth, we saw second and third quarter organic growth of 11%, 12%. Youdid mention, Rob, about anincrease inproduction services. Could that have something to do with the fact that the pace of growth in organic spirits really stepped up in thesecond and third quarter and can you comment on the margins of those businesses?

Yeah, this isBob. Theproduction services, you know, was areasonably large piece of thegrowth involume. We don’t make much money on it. It’s more of a way to leverage our productionfacility. Christine Farkas – Merrill Lynch: And is thatsomething that was picked up earlier this year, for example in thesecond quarter? Or hasthis been ongoing for some time?

It’s sort ofchoppy, depending on when our suppliers want theproduct. But itcertainly was pretty bigin the third quarter and it was in thesecond quarter as well. Christine Farkas – Merrill Lynch: Okay. And thenjust finally, could you comment on thegrowth of high-end spirits versus low-end spirits? Are you seeing a continuation of what you saw in earlier quarters?

Yeah, I thinkthat trend continues. Generally thetrend continues over allbeverage alcohol. There is awhole trading up mentality through allthecategories and we’re trying to take advantage of that in thespirits business through our higher-end spirits product offerings likeRidgemont Reserve, Effen, and SVEDKA. Those products are allperforming quite well intheir categories. We’re very happy with them. Christine Farkas – Merrill Lynch: Okay. Thank youvery much.

Thank you. Ournext question is coming from Bill Leach with Neuberger Berman. Please go ahead. William Leach – Neuberger Berman: Good morning,everyone.

Good morning,Bill. William Leach – Neuberger Berman: I was justwondering if you could elaborate abit more on your implied fourth quarter guidance. If you look at your new full-year guidance you’reimplying afourth quarter EPS of about $0.25 versus $0.35 and if you add that $0.04 for the Fortune wine dilution it’s still$0.29 versus $0.35, soit’s down 17%, you have about 8% to your share. That’s not a real cheery forecast, I don’t think.Could you just, you mentioned afew things inpassing, but why would thequarter bethat weak?

Yeah, there’s a couple things going on. We’ve got the UK and Australia margins are bringing down the estimates versus prior year. Ofcourse thenew dilution we just announced is bringing itdown. And we still have some SVEDKA dilution, okay? Quarter over quarter isalso contributing to it. William Leach – Neuberger Berman: In terms of the Fortune dilution, do you expect that all being in theFebruary fourth quarter or was itlikely to dribble into thefirst quarter of next fiscal year?

No, it’s fourthquarter. Theother thing inthe fourthquarter, as Rob and I mentioned, we were overlapping some pretty favourablebeer (inaudible) from last year as we rolled out the Crown joint venture. So you should not expect to see good beer sales or profit numbers in thefourth quarter. Also, the timing, as I mentioned in my script on wine sales, as we bringour distributor inventories down to thelevels we established inthe secondquarter, you shouldn’t expect to seevery good wine sales growth inthe fourthquarter either. Those two are mostly overlapped timing things. The underlying businesses are still very healthy. William Leach – Neuberger Berman: And in terms of the UK, is there some point where wejust getaround to comparing against such terrible results that ceases to be ayear-to-year negative? I mean, it’s not ahuge part of your business and itseems like it’s been dragging down your results for two years now.

Yeah, that’sfair enough. I think we have taken abig downcheck because of theduty increase and some (inaudible) rates, soI think theyear-over-year erosion, this was abig erosion,we’re not talking about next year, but I don’t think we’d expect it to bethe kind oferosion we’ve seen this year. Sohopefully, you know, that’s why we’re keeping our eye on the Australian harvest, because that has abig impacton both theAustralian business and theUK business. We think we’re doing theright thing to make that business as profitable as it can be. William Leach – Neuberger Berman: Could it possibly be ayear-to-year positive infiscal ’09?

We’re not reallytalking about ’09 yet, but we’ll let you know on the fourth quarter call for sure. William Leach – Neuberger Berman: Okay. Thanks.

Thank you. Ournext question is coming from Tim Ramey with D. A. Davidson. Please go ahead. Timothy Ramey – D. A. Davidson & Co.: Good morning.First on theSVEDKA business. I think you said itwas up 50% inshipments. Was that sequential or was that year over year?

Year over year,Tim. Timothy Ramey – D. A. Davidson & Co.: Okay. It looked like there’s quite a strong sequential as well, but Iassume there’s aseasonal pattern to this as theholidays.

Yeah, I would say that that’s probably true. But the brand’s been growing, you know, in that range in general for us. So I don’t think it, if it varies sequentially is really notindicative of anything. Ingeneral it’s been growing inthat sort of high double-digit, you know, 50% range. Timothy Ramey – D. A. Davidson & Co.: And we had thisdiscussion when you bought it, but if itcontinues inhigh double-digit growth that’s probably above the range that you modelled for yourdilution assumptions. Is thedilution from SVEDKA less onerous that you thought it would be or likely to be less than you thought it would be?

Tim, this isBob. We had pretty high expectations for SVEDKA, as we had to. So it’s pretty much performing in line with our acquisition modelassumptions. SoI think thedilution assumptions arestill pretty valid. Timothy Ramey – D. A. Davidson & Co.: Okay. And thenI, grape purchases, we didn’t talk about that, but your model in thelast couple years hasbeen sort of theglobal backstop, backstopping any potential short falls with the global supply chain. With Australia sort of drying upis anything changingthere? Areyou extending your contracts with US growers? What’s the status there?

I’d say that we continue to be pretty much in balance. When you take a look at Australia it’s the same story. Oversupply turning intobalance, potentially turning into undersupply. But those are not trends that we expect to be unfavourable to us. So ingeneral I would sayin terms ofour global position and theway that our portfolios arepositioned to beable to use wines from different appellations I would say that we continue to be inpretty good balance. Timothy Ramey – D. A. Davidson & Co.: Okay. And justone on thewine restructuring. Doyou have anumber of SKUs that you’re eliminating there that you can share?

On the wine restructuring? Well, Imentioned, you’re talking about therationalization I mentioned? Timothy Ramey – D. A. Davidson & Co.: Yeah, that’sright. Is itthree brands or 20?

Oh, it’s morethan three brands. I gave you some examples. As I said, brands that you’dactually never heard of, would never have heard of and most people would haveheard of. Small regional brands that arelegacy businesses and relatively lowmargin. You know, there’s awhole slew of brands like that, but again itwouldn’t beanything that you’d be, you’d inalllikelihood would have heard of. Timothy Ramey – D. A. Davidson & Co.: Thank you.

I know you drinkbetter wine than that, Tim. Timothy Ramey – D. A. Davidson & Co.: ---Laughter Thanks, Rob.

Thank you. Ournext question is coming from Risa Vahasetta (sic) with Lehman Brothers. Pleasego ahead. Risa Vahasetta (sic) – Lehman Brothers: Good morning.

Hi, Risa. Risa Vahasetta (sic) – Lehman Brothers: On the wine business EBIDT decline the dynamic of UK, you know, EBIDT in thewine business weakening and US kind of strengthening, is that likely tocontinue in the next quarter or two or are we going to level out at some point?

We have a number of initiatives ongoing in both Australia and the UK. Australia we just put out a month or so agoon we’re doing some wine re-rationalization down there. In theUK we’re doing apretty significant supply chaininvestment to reduce our costs over there. Sowe’re doing alot to improve thelong-term profitability of this business. I’d say ingeneral, you know, look, you can’t keep seeing these kind of declines or eventuallyyou sort of go out of business. SoI would saythat yes, inthe mediumterm these things are, they gotta turn around. There’s no choice. Risa Vahasetta (sic) – Lehman Brothers: And when didthis import duty that you mentioned inthe UK startto impact theresults? I can’t recall off hand.

It comes in around the March time period. Risa Vahasetta (sic) – Lehman Brothers: Okay. Now onceyou cycle after March doyou still think UK EBIDT will still beunder dollar pressure or can you start to level out?

We’reanticipating what theUK duty increase will be, which happens inMarch, and we think we have thebusiness plans to improve profitability inthe UK as wego forward, but we donot know what thegovernment’s going to do. Sowe have anumber of alternatives depending on what theduty increase will be. But we think we’re as prepared as we can be for what’s going to happen in March. Risa Vahasetta (sic) – Lehman Brothers: Got it. And thenlastly on theMNA environment thepotential consolidation inthe industrywith theSwedish spirits business, I mean, how can that potentially impact you positiveor otherwise if any?

Well, that’s onetransaction that you’re talking about. TheVNS deal. Theindustry does continue to consolidate, but there also continues to be opportunities across the beverage alcohol segment that I’msure we’ll beable to take advantage of. SoI don’t seeany dramatic changein the environment in that regard at this point in time. Risa Vahasetta (sic) – Lehman Brothers: But do you think that potential sale willactually offer you more opportunities or more of the same?

You know, as Isaid, it’s just one sale. It’s hard to, areyou asking if there’s any specific opportunities coming out of that sale? Ifthat’s thecase, I mean, I think we’ve said that we’re not really going to play in theVNS deal for absolute, you know, we’re not anticipating necessarily, withoutcommenting on any specific transactions, you know, it impacting us from an opportunities standpoint one way oranother. Risa Vahasetta (sic) – Lehman Brothers: But will there be repercussions from that sale thatother people may have to sell stuff that might be of interest to you?

You know, that’salways possible. It’s hard to speculate on those kind of things because wedon’t know who’s going to buy it. Yeah, that’s possible. Risa Vahasetta (sic) – Lehman Brothers: Okay.

If that’s whatyou were getting at, yes, that’s possible. Risa Vahasetta (sic) – Lehman Brothers: I appreciate it.I had to ask thequestion. Thank you.

Thank you. Ournext question is coming from Mark Swartzberg with Stifel Nicolaus. Please goahead. Mark Swartzberg – Stifel Nicolaus: Thanks. Goodmorning, everyone.

Good morning,Mark. Mark Swartzberg – Stifel Nicolaus: I guess onecorporate question and then acouple business questions. On thecorporate side, just interms of theshares outstanding, when you take your full-year guidance it seems like you’re implying about 224million, 225 million shares on average inthe fourthquarter. Is that right?

Yeah, that’sabout right. Mark Swartzberg – Stifel Nicolaus: And is thatbecause of restricted, like, inthe latestquarter it’s more like a219, 220 level. Is that restricted stock options? Why would we see such a material pick up?

It should be for the fourth quarter, you should assumeabout 220 million shares. Mark Swartzberg – Stifel Nicolaus: Oh. So it’s not really a 225 full-year number?

A little bitlower than that. Mark Swartzberg – Stifel Nicolaus: Okay. All right. All right. Then that’s helpful. Okay.And then moving on to thebusiness. Starting inNorth America, ina sense. Ifyou look atyour North American wine business, it’s been therelative outperformer, if you will, inthe quarterversus theUK and Australia. Not only ina salessense, but as best we can tell ina marginsense. But we really don’t know what absolutely is happening with the margins here in North America. Can you give us a sense, are your contributions margins in North America up year on year versusthird quarter of fiscal ’07 and also how does the operating margin – and I’m talkingNorth America wine, obviously excluding spirits – but how does the operating margin for North Americanwine look versus last year, as well?

It’s relativelyeven with last year for thequarter. Mark Swartzberg – Stifel Nicolaus: Even. Okay. Andyou’re talking atwhich level? Contribution, operating?

Operating marginkind of level. Mark Swartzberg – Stifel Nicolaus: Okay. Perfect.And then going to themore challenged business, theUK and Australia wine business, obviously we’ve been talking about thiscollectively for anumber of quarters here, but when you look atthe input cost pressure, if you will, rising and so far not getting the release you’d like at theretail level interms of selling price, them accepting selling price increases, can you talk a little bit more than you have alreadyabout theenvironment for getting theselling price increases accepted by your retail partners, both in theUK and Australia?

Yeah. Mark, thisis Rob. I would saythat our view is that pricing is going to have to be taken. It’s pretty much as simple asthat if you read any of thetrade press, both inour industry and inother industries for that matter, suppliers areindicating pretty much across, you know, allconsumer goods durable that they’re going to take pricing. I would say that as a consequence of that we’re hopeful thattheenvironment is going to bepositive inthat regard. Is that to saythat theretailers aregoing to like it? No. Theretailers aresaying that they don’t like itin the UK. The retailers I think will, you know,try to dowhatever they can to either avoid itor offset it, but I think it’s going to bea fact oflife across theboard. Sowe’re optimistic. Mark Swartzberg – Stifel Nicolaus: Okay. And, yeah,you always getpushed back. But atthe end of the day you either you get itor you don’t and you getsome degree of realization. When you think about that, I mean, what gives youoptimism that you’ll getthe level ofincreases you’re thinking about and what sort of timing are you thinking about?

Well, what givesus the optimismis I truly believe it’s going to beacross theboard, not only inbeverage alcohol but ina lot ofother sectors, and therefore it’s sort of, if everybody’s doing it I think it’s going to happen. Andthen, yeah, you getpushed back, but we control our pricing to theretailers, soit’s fundamentally our decision and we’ll dowhat we have to doin thatregard. In the meantime we’re working with ourretailers very closely. We continue to support our brands very well. If youlook at UK, Nielsen’s,as I mentioned inmy talk, we’re outperforming themarket. Themarket actually is very healthy from avolume perspective and consumer demand inthe end isgoing to drive thereaction to thenecessity to increase prices, which, as I said, is pretty much an across the board thing at this point. Mark Swartzberg – Stifel Nicolaus: Okay. And thenlast, I know it’s tough, but I think there’s aduty increase coming inMarch in the UK. I don’t believe we know the magnitude. But can you talk a little bit about how you factor thatinto your thinking and what you’re hearing from retailers on that or is it just too soon to say?

Yeah. Bob talkedabout that alittle bit, but basically repeating what Bob said, first of all, there will be aduty increase inMarch. We donot know exactly what themagnitude of that duty increase will be. We believe that we’ve put in place plans to cover just about anyscenario that can occur inthat regard. And we expect without commenting on the specifics related to ’09 that we’ll be able to act accordingly with the duty increase so that it doesn’t hurt us further. Mark Swartzberg – Stifel Nicolaus: Great. Thankyou, Rob. Thanks, Bob.

Thank you. Ournext question is coming from Jonathan Feeney with Wachovia. Please go ahead. Brian Scudieri – Wachovia Securities: This is actuallyBrian Scudieri infor John Feeney. Good morning.

Hi, Brian. Brian Scudieri – Wachovia Securities: How are you? I guess my first question isaddressed to Bob. What was thesingle biggest surprise infree cash flowthis quarter and, I guess, why did theanticipated working capital growth not really materialize?

Well, I don’tknow if I’d put theword ‘surprise’ around free cash flow. We wanted to really wait until the third quarter ended to really get areal hard look atwhat’s been happening for thefull year, but we’ve been doing better than prior year in cash flow pretty much all year long. But you know, there wasno negative anything inworking capital. Itwas allpositive. And I mean, mostly if you just dial down the cash flow statement year to date, accountsreceivable was positive mostly due to sales timing and inventory was positive,and this will carry through for thefull year. Theinventory positive is mostly because of theharvest inUK and inAustralia. You had some sort of negative timing on accounts payable, but that’s– Australia and theUS. Sorry. Thenegative timing inaccounts payable for thequarter, that will reverse as we getto the fullyear. I think our cash tax ratetiming, that will bepermanent for thefull year. As will our favourable capital spending versus prior years. Brian Scudieri – Wachovia Securities: Okay. Great. AndI guess amore broad question for Rob maybe. Have you seen any signs of bottoming in theUK and Australia on acategory level?

You know, as I’dsaid, when you saybottoming, especially as we talked about theUK, bottoms arevery healthy. Theissues have been more of amarkets issue and I think that as we’ve discussed, although it is somewhat unpredictable, and againwe’re not giving guidance, but you know, I guess it would, I would say that it appears to be bottoming. Brian Scudieri – Wachovia Securities: And I knowlastly this might bea toughnumber to getto, but maybe could you estimate across thecountry your on premise, off premise and consumption mix? Is that possible?

No. Not really.Across thewhole company on aworld-wide basis? Brian Scudieri – Wachovia Securities: M-hm.

No. But I would say on the higher side of 50% for off premiseand under 50% for on premise. You know, I don’t know, 60/40, 70/30. We reallydon’t track those numbers very specifically. Itfluctuates market by market and brand by brand. It’s not really a relevant number. But more off premisethan on premise. Brian Scudieri – Wachovia Securities: Okay. Great.Thanks for your time.

Thank you. Ourfinal question is coming from Alec Patterson with RCM. Please go ahead. Alec Patterson – RCM: Yeah, justquickly anupdate on thematerial costs outlook here. Glass inparticular. And then I just wanted to geta read on the ACB on Clos du Bois. Where does it stand? Is it nearly fully distributed or do you guys have a lot of opportunity there still?

To your firstquestion, you know, glass as we’ve indicated previously, glass costs continueto escalate ingeneral. But that’s been completely taken into account in everything that we’ve told you so it’s just something that we, likeeverybody else, hasto deal with. As to Clos duBois distribution, Clos du Bois is ahighly distributed brand. Meaning, it’s got very good and high levels ofdistribution. Soyeah, I wouldn’t saythat theopportunity is inthe US, let me put it this way, is in gaining distribution. It is growing, as I said, in the18% range inIRI channels, sotheopportunity is to continue to grow, continue to take advantage and to drivethat growth inthemarketplace. Now, distribution internationally is an opportunity, they would have hadlittle to no distribution outside theUnited States, for allintents and purposes. With our roots to markets around the world we should be able to take advantage of that todrive distribution outside its coremarket of theUnited States. Alec Patterson – RCM: Okay. That’sclear. And just lastly, Rob. Thepricing trend on theown label product lines inthe UKretailers, what areyou seeing there? Any sort of sense that their starting to reflect what grapecosts may look like down theroad?

As I said,pricing continues to remain competitive atthe retaillevel driven by themultiple, thechains. We’renot seeing atthis stage significant price movement, but there is no doubt that as it relates to Australian bulk wine that the market has moved dramatically. The retailers are going to have cost of goods sold if not supply issueson Australian bulk. Theretailers aregoing to suffer thesame duty increase inMarch as everybody else. Sothey’re going to have theissue of whether to absorb that or not and typically retailers don’t absorbthose kind of things. Sowe’ll see. Stay tuned. Alec Patterson – RCM: Okay. All right. Thank you.

Thank you. At this time I’d like to turn the floor over to Rob Sands for anyfinal remarks.

Well, thank you,everyone, for joining our call today. I’m very pleased about the way the year is shaping up and our progress in implementing our strategy. Just tosummarize, during thethird quarter we completed theacquisition of Fortune Brands’ premium wine business. We are executing the integration plan for our US winebusiness. We’re rationalizing our portfolio of value wines and focusing more onour premium and super premium plus portfolios. We’ve delivered very strong cashflowperformance year to date and increased our free cash flow guidance as a result and we are driving marketplace initiativeswhich will help us generate growth from our portfolio of products. Thanks again foryour participation and during our next quarterly conference call we willprovide guidance for thefiscal year 2009. In addition,we’re planning aninvestor day inNew York for late May, early June, sokeep that inmind asyou’re planning your calendars and of course we’ll give you a specific time frame on that shortly, so stay tuned for those details. Again, thank youvery much, everybody, and have agood rest of your day.

Thank you. Thatdoes conclude today’s teleconference. You may disconnect your lines at this time and have a wonderful day.