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):     June 10, 2009 (June 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.)

 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, June 10, 2009, reporting
results of its operations for the fiscal year and fiscal quarter ended April 30,
2009. A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

 (d)  Exhibits
      99.1  Brown-Forman Corporation Press Release dated June 10, 2009.


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

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

Exhibit Index

99.1  Brown-Forman Corporation Press Release dated June 10, 2009,
      reporting results of operations for the fiscal year and fiscal
      quarter ended April 30, 2009

                                                                 Exhibit 99.1


BROWN-FORMAN  GROWS  EARNINGS PER SHARE 1% TO $2.87 - Fiscal 2009  underlying(1)
operating income increases 4%; reported operating income declines 4%

Louisville,  KY, June 10, 2009 - Brown-Forman  Corporation reported that diluted
earnings per share from continuing  operations(2)  increased 1% to $2.87 for its
year ended  April 30,  2009.  Reported  operating  income  decreased  4% to $661
million  for fiscal  2009.  Adjusting  for the items in Schedule A of this press
release,  underlying operating income grew 4% for the year. Fiscal 2009 reported
operating margin (operating income as a percent of net sales) remained strong at
nearly 21%, consistent with fiscal 2008. In addition,  Brown-Forman's  return on
invested capital(3)  approximated 16% while operating cash flows approached $500

Paul Varga, the company's chief executive officer stated,  "Given today's global
economy,  we are pleased with our company's fiscal 2009 results. We were able to
deliver earnings growth despite significant global economic and foreign exchange
headwinds.  We believe our underlying  operating income growth rate continues to
be in the top tier of major wine and spirit companies.  Most importantly,  in an
environment where good health cannot be taken for granted,  Brown-Forman remains
a strong and healthy company."

(1) Underlying growth represents the percentage growth in reported financial
    results in accordance with generally accepted accounting principles (GAAP)
    in the United States, 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 fourth quarter and
    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.
(2) 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.  All financial and
    statistical information contained in this press release relates to the
    continuing operations of the company unless otherwise stated.
(3) Return on invested capital is defined as the sum of net income and
    after-tax interest expense, divided by average invested capital
    (defined as assets less liabilities plus interest-bearing debt).

During fiscal 2009, Brown-Forman's total shareholder returns(4) outperformed the
S&P 500's by over 20 percentage points. The company ranked at or near the top of
public spirits  companies and outstripped the S&P 500 over the last five-,  10-,
and  15-year  periods.  Varga  added,  "We are  proud to have a track  record of
outperforming  our total  shareholder  return benchmarks over the short term and
long term, and in good economies and bad."

Brown-Forman's  reported  net sales of $3.2  billion  for the fiscal  year ended
April 30, 2009 declined 3% when compared with fiscal 2008.  Underlying net sales
grew 3% for the year. The primary brands that drove  underlying net sales growth
were Jack Daniel's Tennessee Whiskey, Finlandia, Gentleman Jack, and New Mix(5).
Poland,  Australia,  the United Kingdom,  Mexico,  the United States, and Russia
were the major geographical  contributors to underlying net sales growth for the
year.  Despite the  significant  strengthening  of the U.S. dollar during fiscal
2009,  international  revenues  still  contributed  more than 52% of net  sales.
Schedule C contains  more detailed  depletion(6)  and net sales  information  by

Brown-Forman  gained one percentage point of income  statement  leverage between
underlying  sales growth of 3% and  underlying  operating  income  growth of 4%.
Benefits of price increases were partially  offset by a higher cost  environment
for grain and fuel.  Throughout the year, the company  reallocated  spending and
adjusted its  promotional  mix to those brands,  markets,  and channels where it
believed the consumer and trade were most responsive to the  investments  during
the challenging and volatile economic  environment.  These adjustments  included
increased  spending for  value-added  packaging  and  selective  consumer  price
promotion programs. In addition,  savings from tight management of discretionary
spending  as  well  as  lower  performance-related   costs,  such  as  incentive
compensation, also contributed to the growth in operating income for the year.

(4) Refer to Schedule B for a listing of total shareholder return metrics.
(5) Tequila ready-to-drink brand acquired in January 2007 as part of
    Casa Herradura.
(6) 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.

Brown-Forman's  balance sheet remained strong and the company maintained an "A2"
rating from Moody's and an "A" rating from Standard & Poor's  throughout  fiscal
2009.  The company's  healthy  balance  sheet  allowed it to have  uninterrupted
access to  commercial  paper  markets,  to complete  the sale of $250 million in
aggregate  principal  amount of 5% Notes in January 2009,  and to repurchase $39
million of cumulative  Class A and Class B Common Shares in fiscal 2009.  During
fiscal 2009, Brown-Forman paid cash dividends totaling $169 million on its Class
A and Class B Common Stock representing a fiscal year increase of 7%. This marks
Brown-Forman's 63rd consecutive year of quarterly dividends and the company will
have increased its annual dividend per share for the past 25 consecutive years.

Fourth Quarter

Fiscal 2009 fourth quarter diluted earnings per share declined 19% over the same
prior year period to $0.53 and operating  income  decreased 10% to $121 million,
due  primarily to the costs  associated  with the  reduction  in  workforce  and
distributor  inventory  reductions.  Underlying operating income grew 1% for the
quarter versus the same period in fiscal 2008.

Fiscal 2010 Outlook

The company is  projecting  modest  underlying  growth in  operating  income for
fiscal 2010, despite an expectation that the consumer and trade environment will
continue to be challenging.  Reported  results are expected to be  significantly
impacted by the dramatic strengthening the U.S. dollar experienced in the middle
of fiscal 2009.  At recent spot rates,  fiscal 2010  earnings per share would be
reduced by approximately  $0.12, net of hedged foreign currency exposure.  Given
the general  uncertainties  of the  current  environment,  the company  projects
fiscal  2010  earnings  per  share to be in the  range of  $2.60 to  $3.00.  The
improvement or  deterioration  of the global economic and consumer  environment,
changes in distributor and retail inventory,  and foreign exchange  fluctuations
will most likely affect the company's actual performance within this range.

Commenting  on the  guidance,  Varga  said "We are  assuming  that the  business
challenges and  uncertainty  of today will persist during fiscal 2010.  While we
expect foreign exchange to negatively affect reported earnings and recognize the
possibility that further inventory reductions may occur, we are targeting modest
growth in underlying  operating  income.  Longer term, we remain confident about
the growth opportunities for our brands and our company."

The following table lists the fiscal 2009 factors that the guidance assumes will
not affect  fiscal 2010  earnings  and  illustrates  the  currently  anticipated
factors that influence the guidance:

                                                              EPS Rollforward

Fiscal 2009 Reported EPS                                           $2.87

Absence of Fiscal 2009 Items:
  Non-cash Agave Charge                                             0.11
  Gain on Italian Wine Divestiture                                 (0.13)
  Reduction in Workforce Charge                                     0.05

Fiscal 2009 Adjusted EPS(7)                                        $2.90

Incremental Change Considering Underlying
 Growth Targets and Economic Uncertainty                      (0.18) to 0.22

Fiscal 2010 EPS Excluding Foreign Exchange at Recent Rates     $2.72 to $3.12

Estimated Foreign Exchange Impact at Recent Rates                  (0.12)

Fiscal 2010 EPS Guidance                                       $2.60 to $3.00

Brown-Forman  will host a  conference  call to discuss the results at 10:00 a.m.
(EDT) 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 10:00 a.m.  start of the conference

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 11887445. 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.

(7) We believe that excluding specific items affecting fiscal 2009 results,
    which are not anticipated to impact fiscal 2010 earnings, provides helpful
    information in forecasting and planning the growth expectations of the


This  report  contains   statements,   estimates,   and  projections   that  are
"forward-looking  statements"  as defined under U.S.  federal  securities  laws.
Words  such  as  "expect,"  "believe,"  "intend,"   "estimate,"  "will,"  "may,"
"anticipate," "project," and similar words identify forward-looking  statements,
which  speak only as of the date we make them.  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.  By their  nature,
forward-looking  statements involve risks, uncertainties and other factors (many
beyond our  control)  that could cause our actual  results to differ  materially
from our historical  experience or from our current expectations or projections.
These risks and other factors include, but are not limited to:

 - deepening or expansion of the global economic downturn or turmoil in
   financial and equity markets (and related credit and capital market
   instability and illiquidity; decreased consumer and trade spending; higher
   unemployment; supplier, customer or consumer credit or other financial
   problems; further inventory reductions by distributors, wholesalers, or
   retailers; bank failures or governmental nationalizations, etc.)
 - competitors' pricing actions (including price promotions, discounting,
   couponing or free goods), marketing, product introductions, or other
   competitive activities aimed at our brands
 - trade or consumer reaction to our product line extensions or new marketing
 - further decline in consumer confidence or spending, whether related to global
   economic conditions, wars, natural disasters, pandemics (such as swine flu),
   terrorist attacks or other factors
 - increases in tax rates (including excise, sales, corporate, individual
   income, dividends, capital gains), changes in tax rules (e.g., LIFO, foreign
   income deferral, U.S. manufacturing deduction) or accounting standards,
   tariffs, or other restrictions affecting beverage alcohol, and the
   unpredictability and suddenness with which they can occur
 - trade or consumer resistance to price increases in our products
 - tighter governmental restrictions on our ability to produce and market our
   products, including advertising and promotion
 - business disruption, decline or costs related to reductions in workforce or
   other cost-cutting measures
 - lower returns on pension assets, higher interest rates on debt, or
   significant changes in recent inflation rates (whether up or down)
 - fluctuations in the U.S. dollar against foreign currencies, especially the
   British pound, euro, Australian dollar, or Polish zloty
 - reduced bar, restaurant, hotel and other on-premise business; consumer shifts
   to discount stores to buy our products; or other price-sensitive consumer
 - changes in consumer preferences, societal attitudes or cultural trends that
   result in reduced consumption of our products
 - distribution arrangement changes that affect the timing of our sales or limit
   our ability to market or sell our products
 - adverse impacts resulting from our acquisitions, dispositions, joint
   ventures, business partnerships, or portfolio strategies
 - lower profits, due to factors such as fewer used barrel sales, lower
   production volumes (either for our own brands or those of third parties),
   or cost increases in energy or raw materials, such as grapes, grain, agave,
   wood, glass, plastic, or closures
 - Climatic changes, agricultural uncertainties, our suppliers' financial
   hardships or other factors that reduce the availability or quality of grapes,
   agave, grain, glass, closures, plastic, or wood
 - negative publicity related to our company, brands, personnel, operations,
   business performance or prospects
 - product counterfeiting, tampering, or contamination and resulting negative
   effects on our sales, brand equity, or corporate reputation
 - adverse developments stemming from state, federal or other governmental
   investigations of beverage alcohol industry business, trade, or marketing
   practices by us, our distributors, or retailers
 - impairment in the recorded value of inventory, fixed assets, goodwill
   or other intangibles

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

                                      Three Months Ended
                                           April 30,
                                      2008           2009         Change
                                     ------         ------        ------
   Net sales                         $772.3         $683.3         (12%)
   Excise taxes                       165.9          146.3         (12%)
   Cost of sales                      205.4          178.4         (13%)
                                     ------         ------
      Gross profit                    401.0          358.6         (11%)

   Advertising expenses               101.0           88.9         (12%)
   Selling, general, and
    administrative expenses           158.4          150.2          (5%)
   Amortization expense                 1.2            1.2
   Other expense (income), net          5.0           (3.2)
                                     ------         ------
      Operating income                135.4          121.5         (10%)

   Interest expense, net                9.0            7.5
                                     ------         ------
      Income before income taxes      126.4          114.0         (10%)

   Income taxes                        27.7           34.4
                                     ------         ------
      Net income                     $ 98.7         $ 79.6         (19%)
                                     ======         ======
   Earnings per share:
      Basic                            0.65           0.53         (19%)
      Diluted                          0.65           0.53         (19%)

   Net income                         $ 0.4          $  --

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

   Net income                        $ 99.1         $ 79.6         (20%)

   Earnings per share:
      Basic                            0.66           0.53         (19%)
      Diluted                          0.65           0.53         (19%)


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

                                          Year Ended
                                           April 30,
                                      2008           2009         Change
                                     ------         ------        ------
   Net sales                       $3,282.2       $3,192.2          (3%)
   Excise taxes                       700.7          711.0           1%
   Cost of sales                      886.9          904.5           2%
                                     ------         ------
      Gross profit                  1,694.6        1,576.7          (7%)

   Advertising expenses               415.2          383.0          (8%)
   Selling, general, and
    administrative expenses           591.5          547.4          (7%)
   Amortization expense                 5.1            5.0
   Other (income), net                 (2.2)         (19.8)
                                     ------         ------
      Operating income                685.0          661.1          (4%)

   Interest expense, net               41.4           31.0
                                     ------         ------
      Income before income taxes      643.6          630.1          (2%)

   Income taxes                       204.2          195.7
                                     ------         ------
      Net income                     $439.4         $434.4          (1%)
                                     ======         ======
   Earnings per share:
      Basic                            2.87           2.89           1%
      Diluted                          2.84           2.87           1%

   Net income                        $  0.4          $  --

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

   Net income                        $439.8         $434.4          (1%)

   Earnings per share:
      Basic                            2.87           2.89           0%
      Diluted                          2.85           2.87           1%


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

                                               April 30,           April 30,
                                                 2008                2009
                                               -------             -------
Cash and cash equivalents                        $119                $340
Accounts receivable, net                          453                 367
Inventories                                       685                 652
Other current assets                              199                 215
                                                -----               -----
     Total current assets                       1,456               1,574

Property, plant, and equipment, net               501                 483
Goodwill                                          688                 675
Other intangible assets                           699                 686
Other assets                                       61                  57
                                                -----               -----
     Total assets                              $3,405              $3,475
                                                =====               =====

Accounts payable and accrued expenses            $380                $326
Short-term borrowings                             589                 490
Other current liabilities                          15                  20
                                                -----               -----
     Total current liabilities                    984                 836

Long-term debt                                    417                 509
Deferred income taxes                              89                  80
Accrued postretirement benefits                   121                 175
Other liabilities                                  69                  59
                                                -----               -----
     Total liabilities                          1,680               1,659

Stockholders' equity                            1,725               1,816
                                                -----               -----

Total liabilities and stockholders' equity     $3,405              $3,475
                                                =====               =====


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

                                                            Year Ended
                                                             April 30,
                                                      2008              2009
                                                     ------            ------
Cash provided by operating activities                $ 534             $ 491

Cash flows from investing activities:
   Acquisition of brand names and trademarks           (13)               --
   Sale of brand names and trademarks                   --                17
   Sale of short-term investments                       86                --
   Additions to property, plant, and equipment         (41)              (49)
   Other                                                (4)               (5)
                                                     ------            ------
         Cash provided by (used for)
          investing activities                          28               (37)

Cash flows from financing activities:
   Net (repayment) issuance of debt                   (172)               (4)
   Acquisition of treasury stock                      (223)              (39)
   Special distribution to stockholders               (204)               --
   Dividends paid                                     (158)             (169)
   Other                                                21                (4)
                                                     ------            ------
         Cash used for financing activities           (736)             (216)

Effect of exchange rate changes
 on cash and cash equivalents                           10               (17)
                                                     ------            ------

Net (decrease) increase in
 cash and cash equivalents                            (164)              221

Cash and cash equivalents, beginning of period         283               119
                                                     ------            ------
Cash and cash equivalents, end of period             $ 119             $ 340
                                                     ======            ======


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

                                                        Three Months Ended
                                                             April 30,
                                                    2008                  2009
                                                   ------                ------

Gross margin                                        51.9%                 52.5%
Operating margin                                    17.5%                 17.8%

Effective tax rate                                  22.0%                 30.2%

Cash dividends paid per common share              $0.2720               $0.2875

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        150,962               150,050
   - Diluted                                      152,211               150,890

                                                            Year Ended
                                                             April 30,
                                                    2008                  2009
                                                   ------                ------

Gross margin                                        51.6%                 49.4%
Operating margin                                    20.9%                 20.7%

Effective tax rate                                  31.7%                 31.1%

Cash dividends paid per common share              $1.0280               $1.1190

Shares (in thousands) used in the
calculation of earnings per share
   - Basic                                        153,080               150,452
   - Diluted                                      154,511               151,522

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       Twelve Months Ended
                                                      April 30, 2009           April 30, 2009

REPORTED CHANGE IN NET SALES                              (12%)                     (3%)
Australian excise tax                                      (1%)                     (1%)
Impact from Italian wines divestiture                       1%                        -
Net sales from agency brands                                1%                       1%
Estimated net change in distributor inventories             1%                       1%
Impact of foreign currencies                               10%                       5%
                                                          -----                    -----
UNDERLYING CHANGE IN NET SALES                              0%                       3%
                                                          =====                    =====

REPORTED CHANGE IN GROSS PROFIT                           (11%)                     (7%)
Non-cash agave charge                                        -                       1%
Transition expenses from acquisitions                       1%                        -
Gross profit from agency brands                             1%                       1%
Estimated net change in distributor inventories             1%                       1%
Impact of foreign currencies                                6%                       4%
                                                          -----                    -----
UNDERLYING CHANGE IN GROSS PROFIT                          (2%)                      0%
                                                          =====                    =====

REPORTED CHANGE IN ADVERTISING                            (12%)                     (8%)
Advertising from agency brands                               -                       1%
Impact from Italian wines divestiture                       1%                       1%
Impact of foreign currencies                                9%                       4%
                                                          -----                    -----
UNDERLYING CHANGE IN ADVERTISING                           (2%)                     (2%)
                                                          =====                    =====

REPORTED CHANGE IN SG&A                                    (5%)                     (7%)
Reduction in workforce                                     (7%)                     (2%)
Transition expenses from acquisitions                       1%                       1%
Impact of foreign currencies                                7%                       3%
                                                          -----                    -----
UNDERLYING CHANGE IN SG&A                                  (4%)                     (5%)
                                                          =====                    =====

REPORTED CHANGE IN OPERATING INCOME                       (10%)                     (4%)
Impact of foreign currencies                               (3%)                      4%
Non-cash agave charge                                        -                       3%
Impact from Italian wines divestiture                        -                      (3%)
Transition expenses from acquisitions                        -                      (1%)
Operating income from agency brands                         1%                       1%
Estimated net change in distributor inventories             4%                       2%
Reduction in workforce                                      9%                       2%
                                                          -----                    -----
UNDERLYING CHANGE IN OPERATING INCOME                       1%                       4%
                                                          =====                    =====


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  revenues  associated  with excise  taxes,  we
believe  it is  important  to make  this  adjustment  to better  understand  our
underlying sales 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  sale  of,  as well as the  prior
incremental  contribution  from  these  Italian  wine  brands  provides  helpful
information in forecasting and planning the growth expectations of the company.

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

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 of fiscal 2009 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 profit

Transition  expenses from acquisitions - Refers to transition  related expenses,
including a required GAAP inventory  write-up,  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.

Reduction  in workforce - Refers to the $12 million of charges  associated  with
the 8%  reduction  in the  global  workforce,  including  the  early  retirement
program,  during April 2009.  We believe  that  excluding  these costs  provides
investors a better understanding of the continuing cost base 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.

Schedule B
                                      Annualized Total Shareholder Returns
                                              (Dividends Reinvested)

Period Ending April 30, 2009       1-Year      5-Year      10-Year      15-Year

Brown-Forman (Class B)             (13%)         7%          7%          12%

Index Benchmarks:

S&P 500                            (35%)        (3%)        (2%)          6%
S&P 500 Consumer Staples           (20%)         1%          2%           9%

Major Public Wine & Spirits Competitors:

  U.S. Dollar                      (24%)        10%          NA           NA
  Local Currency                   (10%)         8&          NA           NA

Constellation (Class A)            (37%)        (7%)         6%           9%

  U.S. Dollar                      (39%)         1%          4%           7%
  Local Currency                   (18%)         5%          5%           7%

Fortune Brands                     (40%)        (9%)         3%           8%

Pernod Ricard
  U.S. Dollar                      (44%)         6%         13%          11%
  Local Currency                   (34%)         4%         11%          10%

Remy Cointreau
  U.S. Dollar                      (44%)         3%         10%           2%
  Local Currency                   (34%)         1%          8%           1%

Source: Bloomberg

Schedule C

                            Brown-Forman Corporation
                      Supplemental Information (Unaudited)
                                  Fiscal 2009

                                                                       Net Sales % Change vs. Fiscal 2008
                               Nine-Liter      Depletion % Change      ----------------------------------
Brand                         Cases (000's)      vs. Fiscal 2008       Reported      Constant Currency(8)
Jack Daniel's Family
 of Whiskey Brands(9)           9,830                  1%                 (2%)               4%
New Mix RTD                     4,635                  7%                  4%               13%
Jack Daniel's RTD(10)           3,405                  4%                  3%               15%
Finlandia                       3,030                  7%                 10%               12%
Southern Comfort                2,335                 (5%)               (11%)              (3%)
Fetzer Valley Oaks              2,295                 (3%)                (5%)              (3%)
Canadian Mist                   1,850                 (2%)                (1%)              (1%)
Korbel Champagne                1,290                 (1%)                (3%)              (3%)
el Jimador                      1,050                  3%                 (3%)               3%
Super-Premium Other(11)         1,190                  2%                  1%                3%

Additional Commentary:

 - For the Jack Daniel's Family of Whiskey Brands, depletion gains in Australia,
   France, the U.S., Poland, Romania, Canada, and Mexico were partially offset
   by declines in Spain, Germany, Italy, South Africa and the travel retail
 - Depletions for Jack Daniel's Tennessee Whiskey showed slight growth for
   fiscal 2009; reported net sales declined 3% while constant currency net sales
   grew 3%.
 - Gentleman Jack's net sales grew at a double-digit rate on both a reported and
   constant currency basis for fiscal 2009.
 - Jack Daniel's & Cola reported and constant currency net sales increases were
   primarily driven by the increase in Australian ready-to-drink taxes.
 - Finlandia's strong performance for depletions and net sales (on both
   a reported and a constant currency basis) in Eastern Europe continued.
 - Southern Comfort continued to be affected by a weak on-premise environment,
   particularly in the U.S. and the U.K., as well as reductions in distributor
   and trade inventory levels.
 - Although super-premium priced brand performance reflected growth, depletion
   growth trends slowed, particularly in the second half of the fiscal year
   as they were affected by the weak consumer environment, a soft on-premise
   channel, consumer trading down to lower priced products, and reductions in
   distributor and retail inventory levels.

(8)  Constant currency represents reported net sales with the affect of a
     stronger U.S. dollar 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.
(9)  Includes Jack Daniel's Tennessee Whiskey, Gentleman Jack, and Jack Daniel's
     Single Barrel
(10) Refers to all ready-to-drink line extensions of Jack Daniel's such as
     Jack Daniel's & Cola and Jack Daniel's Country Cocktails
(11) Includes Bonterra, Chambord, Herradura, Sonoma-Cutrer, Tuaca,
     and Woodford Reserve