UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended April 30, 2009
                        Commission file number 002-26821

                            BROWN-FORMAN CORPORATION
             (Exact name of registrant as specified in its charter)

                    Delaware                                   61-0143150
       (State or other jurisdiction of                        (IRS Employer
        incorporation or organization)                      Identification No.)

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

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

Securities registered pursuant to Section 12(b) of the Act:

                                                         Name of Each Exchange
              Title of Each Class                         on Which Registered
              -------------------                        ----------------------
Class A Common Stock (voting) $0.15 par value            New York Stock Exchange

Class B Common Stock (nonvoting) $0.15 par value         New York Stock Exchange

Securities registered pursuant to
  Section 12(g) of the Act:                              None


Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes [X]  No [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ]  No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X] No[ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).  Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [X]                  Accelerated filer [ ]
Non-accelerated filer [ ]                    Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes [ ]  No [X]

The aggregate market value, as of the last business day of the most recently
completed second fiscal quarter, of the voting and nonvoting equity held by
nonaffiliates of the registrant was approximately $4,000,000,000.

The number of shares outstanding for each of the registrant's classes of
Common Stock on May 31, 2009 was:
     Class A Common Stock (voting)            56,589,734
     Class B Common Stock (nonvoting)         93,540,787

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's 2009 Annual Report to Stockholders are incorporated
by reference into Parts I, II, and IV of this report.  Portions of the Proxy
Statement of Registrant for use in connection with the Annual Meeting of
Stockholders to be held July 23, 2009 are incorporated by reference into Part
III of this report.



                                     PART I
Item 1.  Business

Brown-Forman Corporation ("we," "us," or "our" below) was incorporated under the
laws of the State of Delaware in 1933,  successor to a business  founded in 1870
as  a  partnership  and  subsequently   incorporated   under  the  laws  of  the
Commonwealth of Kentucky in 1901.

We primarily  manufacture,  bottle, import, export, and market a wide variety of
alcoholic beverage brands. Our principal beverage brands are:

     Jack Daniel's Tennessee Whiskey               Five Rivers Wines
     Southern Comfort                              Herradura Tequila
     Finlandia Vodka                               Jekel Vineyards Wines
     Gentleman Jack                                Korbel California Champagnes*
     Jack Daniel's Single Barrel                   Little Black Dress Wines
     Jack Daniel's Ready-to-Drinks                 Michel Picard Wines*
     Antiguo Tequila                               New Mix Ready-to-Drinks
     Bel Arbor Wines                               Old Forester Bourbon
     Bonterra Vineyards Wines                      Pepe Lopez Tequilas
     Canadian Mist Blended Canadian Whisky         Sanctuary Wines
     Chambord Liqueur                              Sonoma-Cutrer Wines
     Don Eduardo Tequila                           Tuaca Liqueur
     Early Times Kentucky Whisky                   Virgin Vines Wines*
     el Jimador Tequila                            Woodford Reserve Bourbon
     Fetzer Wines

  *  Brands represented in the U.S. and/or other select markets by Brown-Forman

The  most  important  brand  in our  portfolio  is Jack  Daniel's,  which is the
fifth-largest  premium  spirits brand and the largest selling  American  whiskey
brand in the world according to volume statistics  recently  published by Impact
Databank, a well-known trade publication.  Our other leading brands are Southern
Comfort,  the third-largest  selling liqueur in the United States,  and Canadian
Mist, the fourth-largest  selling Canadian whiskey  worldwide,  according to the
recently  published volume statistics  referenced above. Our largest wine brands
are Fetzer and Korbel, generally selling in the $6-11 per bottle price range. We
believe the statistics used to rank these products are reasonably accurate.

Geographic  information  about net sales and long-lived  assets is in Note 14 of
the Notes to  Consolidated  Financial  Statements  on page 45 of our 2009 Annual
Report to Stockholders,  which  information is incorporated  into this report by
reference.

Our strategy is to market high quality  products that satisfy the preferences of
consumers of legal  drinking age and to support those  products  with  extensive
international,  national,  and regional marketing  programs.  These programs are
intended to extend consumer brand recognition and brand loyalty.

We own  numerous  valuable  trademarks  that  are  essential  to  our  business.
Registrations of trademarks can generally be renewed indefinitely as long as the
trademarks are in use. Through  licensing  arrangements,  we have authorized the
use of some of our  trademarks on promotional  items for the primary  purpose of
enhancing brand awareness.

Customers

In the  United  States,  we sell  wine  and  spirits  either  through  wholesale
distributors or in states that directly control alcohol sales, state governments
that then sell to retail  customers  and  consumers.  In some  markets,  we have
contracts with our  distributors  that are not for a fixed term. These contracts
are terminable at will and contain a liquidated  damages provision that provides
limited  compensation  based  primarily on a percentage of purchases  over time.
Some states have statutes  that limit our ability to terminate our  distribution
relationship.

Our main international markets are the U.K., Australia, Mexico, Poland, Germany,
France,  Spain, Italy, South Africa,  China, Japan, Canada, and Russia. We use a
variety of distribution  models outside the United States.  Our preference for a
particular arrangement depends on a number of factors,  including our assessment
of a  market's  long-term  competitive  dynamics  and our  portfolio's  stage of
development  in that  market.  We own and  operate our  distribution  network in
several markets,  including Australia,  China, Poland,  Mexico, Korea, the Czech
Republic,  Taiwan and Thailand.  In the United  Kingdom and Germany,  we partner
with another supplier,  Bacardi,  to sell a combined portfolio of our companies'
brands. In all of these markets,  we sell our beverage alcohol products directly
to retail stores and to wholesalers. In many other markets, we use third parties
to distribute our portfolio of brands.

Ingredients and Other Supplies

The principal raw materials  used in  manufacturing  and packaging our distilled
spirits are corn, rye, malted barley, agave, sugar, glass, cartons, PET, labels,
and wood for barrels, which are used for storage of bourbon,  Tennessee whiskey,
and certain  tequilas.  The principal raw materials used in liqueurs are neutral
spirits,  sugar,  and  wine,  while  the  principal  raw  materials  used in our
ready-to-drink products are sugar, neutral spirits,  whiskey,  tequila, or malt.
Currently,  none of these  raw  materials  is in short  supply,  and  there  are
adequate sources from which they may be obtained, but shortages in some of these
can occur.

Due to aging requirements, production of whiskeys and other distilled spirits is
scheduled  to meet  demand  three to ten years in the future.  Accordingly,  our
inventories  may be larger in relation  to sales and total  assets than would be
normal for most other businesses.

The  principal  raw  materials  used in the  production  of  wines  are  grapes,
packaging  materials and wood for wine barrels.  Grapes are primarily  purchased
under contracts with  independent  growers and, from time to time, are adversely
affected by weather and other forces that may limit production.  We believe that
our relationships with our growers are good.

Competition

The wine and spirits industry is highly  competitive,  and there are many brands
sold in the consumer market. Trade information  indicates that we are one of the
largest wine and spirits suppliers in the United States in terms of revenues.

Regulatory Environment

The  Alcohol  and Tobacco  Tax and Trade  Bureau of the United  States  Treasury
Department  regulates the wine and spirits  industry with respect to production,
blending,  bottling, sales, advertising and transportation of industry products.
Also, each state regulates the advertising, promotion, transportation, sale, and
distribution of such products.

Under federal  regulations,  bourbon and Tennessee  whiskeys must be aged for at
least two years in new charred oak  barrels.  We age all of our  whiskeys  for a
minimum of three to six years.  Federal regulations also require that "Canadian"
whiskey must be  manufactured  in Canada in compliance  with  Canadian  laws. We
believe we are in compliance with these regulations.

Employees

As of May 1, 2009, we employed about 4,100 persons,  including approximately 300
employed on a part-time or temporary  basis.  We believe our employee  relations
are good.

Available Information

You may  read  and copy any  materials  that we file  with the SEC at the  SEC's
Public Reference Room at 100 F Street, NE, Washington,  D.C. 20549.  Information
on  the  Public   Reference   Room  may  be  obtained  by  calling  the  SEC  at
1-800-SEC-0330.  In addition,  the SEC  maintains an Internet site that contains
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file with the SEC at http://www.sec.gov.

Our  website  address  is  www.brown-forman.com.  Please  note that our  website
address is provided as an inactive textual reference only. Our annual reports on
Form 10-K,  quarterly reports on Form 10-Q, current reports on Form 8-K, and any
amendments to these reports are available  free of charge on our website as soon
as reasonably  practicable after we  electronically  file those reports with the
Securities and Exchange  Commission.  The information provided on our website is
not part of this report, and is therefore not incorporated by reference,  unless
such information is otherwise specifically referenced elsewhere in this report.

On our website, we have posted our Corporate Governance Guidelines,  our Code of
Conduct and Compliance Guidelines that apply to all directors and employees, and
our Code of  Ethics  that  applies  specifically  to our  senior  executive  and
financial officers. We have also posted on our website the charters of our Audit
Committee,   Compensation   Committee,   Corporate   Governance  and  Nominating
Committee, and Executive Committee. Copies of these materials are also available
free of charge by writing to our Secretary, Matthew E. Hamel, 850 Dixie Highway,
Louisville, Kentucky 40210 or e-mailing him at Secretary@b-f.com.

Item 1A.  Risk Factors

You should  carefully  consider the risk factors  described below and throughout
this report,  which could materially  affect our business.  There are also risks
that are not  presently  known or not presently  material,  as well as the other
information set forth in this report that could materially  affect our business.
In addition,  in our periodic  filings  with the SEC,  press  releases and other
statements,   we  discuss   estimates  and  projections   regarding  our  future
performance  and  business  outlook.  By  their  nature,  such  "forward-looking
statements"  involve known and unknown  risks,  uncertainties  and other factors
that in some cases are out of our control.  These factors could cause our actual
results  to  differ  materially  from  our  historical  results  or our  present
expectations and projections.  These risk factors and uncertainties include, but
are not limited to:

PROLONGED  CONTINUATION  OR FURTHER  DETERIORATION  OF THE  ECONOMIC  DECLINE OR
CREDIT  MARKET  CRISIS  COULD  NEGATIVELY  AFFECT  OUR  OPERATIONS  AND  RESULTS
SIGNIFICANTLY.

Our business  and  financial  results will  continue to be affected by worldwide
economic conditions. The current global recession and market turmoil have led to
a widespread reduction of business activity in general.  Consumer confidence and
spending have decreased  dramatically and remain down significantly.  Liquidity,
including both business and consumer credit, has contracted in a number of major
markets.  Unemployment  rates have increased  significantly in the U.S. and many
other  countries.  Many spirits and wine  consumers  have "traded  down" to less
expensive  products and to drinking  occasions and venues less favorable to some
of our premium and  super-premium  products.  Some large retailers and consumers
are refusing to accept even moderate product price  increases.  Distributors and
retailers have reduced their levels of beverage alcohol inventory.

It is difficult to  determine  the ultimate  breadth and duration of the current
global  economic and financial  market  problems and the many ways in which they
may affect our business  going forward.  For example,  the recession may lead to
higher  interest  rates,  significant  changes in the rate of  inflation  (up or
down), and/or lower returns on pension assets (requiring higher contributions to
pension plans).  Our suppliers,  customers and consumers  could  experience cash
flow problems, credit defaults, and other financial hardships.  Further, even as
the economy picks back up, consumers may continue to curtail spending, make more
value-driven and price-sensitive  purchasing choices,  and more at-home drinking
occasions rather than at restaurants and bars. In sum, in a variety of different
manifestations, these difficult and uncertain economic conditions or a deepening
or expansion of them could have  significant  adverse  effects on our  business,
financial  position and results of operations,  as could the continuation of one
or more of the related trends noted above.

OUR GLOBAL GROWTH IS SUBJECT TO A NUMBER OF COMMERCIAL AND POLITICAL RISKS.

We  currently  market  products in more than 135  countries.  In addition to the
United States, significant markets for us include the United Kingdom, Australia,
Mexico,  Poland,  Germany,  France,  Spain,  Italy, South Africa,  China, Japan,
Canada,  and Russia. We expect our future growth rates in international  markets
to surpass  our growth in the U.S.  Emerging  markets,  such as Eastern  Europe,
Latin America, and Asia, as well as countries that some companies might consider
to be  developed  markets,  such as France and  Australia,  provide  significant
growth opportunities for us.

If there is an increase in anti-American sentiment in the principal countries to
which we export  our  beverage  products,  our  global  business  could  suffer.
Potentially unstable governments or legal systems,  intergovernmental  disputes,
military   conflicts,   local   labor   conditions   and   business   practices,
nationalizations,  inflation,  recession, pandemics, terrorist activities, U. S.
laws regulating  activities of U.S. companies abroad, and laws,  regulations and
policies of foreign governments,  are also risks due to the global nature of our
business.  These and other political,  commercial and economic  uncertainties in
our various  markets around the world may have a material  adverse effect on our
business, results of operations and future growth prospects.

The longer-term outlook for our business  anticipates  continued success of Jack
Daniel's  Tennessee  Whiskey,   Southern  Comfort,   Finlandia  Vodka,   Tequila
Herradura,  el Jimador  Tequila,  and our other  spirits and wine  brands.  This
assumption is based in part on favorable demographic trends for the sale of wine
and  spirits in the  United  States  and many of our  global  markets.  If these
demographic trends do not translate into corresponding  sales increases,  we may
fail to meet our growth expectations.

FOREIGN CURRENCY EXCHANGE RATE FLUCTUATIONS AFFECT OUR RESULTS.

We sell our  products and pay for goods and  services in  international  markets
primarily  in local  currency.  Since we sell more in local  currencies  than we
purchase,  we have a net  exposure  to changes in the value of the U.S.  dollar.
Thus,  profits from our overseas  businesses would be adversely  affected if the
U.S.  dollar  strengthens   against  other  currencies  in  our  major  markets,
especially the British pound,  euro,  Australian dollar, and Polish zloty. As we
increasingly  expand  our  business  globally,   the  effect  of  exchange  rate
fluctuations  on our  financial  results  increases.  To buffer this effect,  we
regularly hedge a portion of our currency exposure.  Nevertheless, over time our
reported  financial results generally will be hurt by a stronger U.S. dollar and
helped by a weaker one. For fiscal 2010, due to the significant strengthening of
the U.S. dollar in fiscal 2009 and based on the currency hedges we have in place
for this fiscal year, we anticipate that our financial results will be adversely
affected in comparison to our fiscal 2009 results.

HIGHER COSTS OR  UNAVAILABILITY  OF INPUT  MATERIALS  COULD AFFECT OUR FINANCIAL
RESULTS, AS COULD OUR INABILITY TO OBTAIN CERTAIN FINISHED GOODS.

If energy costs rise, our  transportation,  freight and other  operating  costs,
such as distilling and bottling, will likely increase.  Similarly,  higher costs
for grain,  grapes,  agave,  wood,  glass,  plastic,  closures  and other  input
materials  and/or  associated  labor costs  would  likely  adversely  affect our
financial results, since we may not be able to pass along such cost increases to
our customers through higher prices.

Our products use a number of materials  and  ingredients  that we purchase  from
third-party  suppliers.  Our  ability  to make our  products  hinges  on  having
available all of the raw materials,  ingredients,  bottle  closures,  packaging,
bottles,  cans, and other  materials  used to produce and package them;  without
sufficient  quantities of one or more key input  materials,  our  operations and
financial  results could suffer.  For instance,  only a few glass producers make
bottles  on a scale  sufficient  for our  requirements;  and a  single  producer
(Owens-Illinois) supplies most of our glass container requirements. Similarly, a
Finnish  corporation (Altia plc) distills and bottles our Finlandia products for
us pursuant to an exclusive long-term supply agreement. If Owens-Illinois, Altia
or another of our key suppliers were no longer able to meet our timing,  quality
or capacity requirements, ceased doing business with us, or increased its prices
and we could not  develop  alternative  cost-effective  sources of  supply,  our
operations  and  financial  results could be adversely  affected.  Additionally,
rising  energy  and  other  costs  may  further  curtail  consumer  spending  on
entertainment  and  discretionary  products,   thereby  resulting  in  decreased
purchases of our brands.

DEMAND FOR OUR PRODUCTS MAY DECREASE DUE TO CHANGES IN CONSUMER  PREFERENCES  OR
OTHER FACTORS.

We operate in a highly  competitive  marketplace.  Maintaining  our  competitive
position  depends on our continued  ability to offer products that have a strong
appeal to consumers. Consumer preferences may shift due to a variety of factors,
including  changes in  demographic  and social  trends and changes in dining and
beverage  consumption  patterns,  as they have from time to time in the past. If
consumer  preferences  were to move away from our  premium  brands in any of our
major markets, or from our ready-to-drink products, particularly Jack Daniel's &
Cola in Australia (its largest market) or New Mix, the el Jimador  tequila-based
ready-to-drink  product  we sell in  Mexico,  our  financial  results  might  be
adversely affected. New product offerings,  brand line extensions, and packaging
changes by both us and our competitors will increasingly  compete for consumers;
our inability to attract consumers relative to our competitors likely would have
a negative  effect our business  performance  and  financial  results over time.
Other factors may also reduce consumer  spending on our products,  including the
recessionary  economic  environment,  a lasting  consumer trend toward frugality
even as the economy improves,  wars,  pandemics,  natural disasters or terrorist
attacks, to name a few.

NATIONAL AND LOCAL GOVERNMENTS MAY ADOPT REGULATIONS OR UNDERTAKE INVESTIGATIONS
THAT COULD INCREASE OUR EXPENSES OR LIMIT OUR BUSINESS ACTIVITIES.

Our  operations  are  subject to  extensive  regulatory  requirements  regarding
advertising,   marketing,  labeling,   distribution  and  production.  Legal  or
regulatory   measures  against  beverage  alcohol  could  adversely  affect  our
business.  In particular,  governmental bodies in countries where we operate may
impose or increase  limitations on advertising  and promotional  activities,  or
adopt other  non-tariff  measures that could hurt our sales.  In addition,  from
time to time  national  and state  governments  investigate  business  and trade
practices of beverage alcohol suppliers,  distributors and retailers,  including
specific beverage alcohol trade regulations,  the U.S. Foreign Corrupt Practices
Act and similar laws in other countries.  Adverse developments in or as a result
of these or similar regulatory  measures and governmental  investigations  could
hurt our business and financial results.

TAX  INCREASES  AND CHANGES IN TAX RULES COULD  ADVERSELY  AFFECT OUR  FINANCIAL
RESULTS.

The wine and spirits  business is  sensitive  to changes in taxes.  As a company
based in the United States,  Brown-Forman  is more exposed to the effects of the
various forms of tax  increases in the U.S. than most of our major  competitors,
especially  those  that  affect  the net  effective  corporate  income tax rate.
President  Obama's 2009 budget proposal and various tax changes under discussion
in Congress exemplify this risk; they include repealing LIFO (last-in, first-out
treatment of inventory), decreasing or eliminating the ability of U.S. companies
to receive a tax credit for foreign taxes paid or to defer the U.S. deduction of
expenses in connection with investments made in other countries,  and increasing
the tax on dividends and capital gains.

Increases  in federal or state excise  taxes or other U.S.  tax  increases  also
could materially depress our financial results,  both by reducing consumption of
our  products  and by  encouraging  consumers  to  switch  to  lower-priced  and
lower-taxed  product  categories.  While no legislation to increase U.S. federal
excise taxes on distilled spirits is currently pending, excise tax increases are
possible,  as are further  increases to other federal tax burdens imposed on the
broader  business  community  and  consumers.  Particularly  in  this  depressed
economy,  numerous municipal and state governments may also increase tax burdens
to cover budget  deficits and compensate for declines in other revenue  sources.
For  instance,  in April 2009  Kentucky,  where our corporate  headquarters  are
located,  imposed a 6% sales tax on sales of wine and spirits products.  Several
large  states and many more  municipalities  have  various tax  increases  under
consideration  that could adversely  affect our business and/or consumers of our
products. New tax rules, accounting standards or pronouncements,  and changes in
interpretation of existing ones, could also have a significant adverse effect on
our business and financial results.

The  global  economic  downturn  has  increased  our  tax-related  risks in many
countries in which we do business. Increases in tax rates, such as income taxes,
excise taxes,  value added taxes,  import and export  duties,  tariff  barriers,
and/or related local governmental economic protectionism, and the suddenness and
unpredictability  with which  these can occur,  can also  negatively  affect our
business.  For example,  in April 2008 the  Australian  government  unexpectedly
imposed,  with  immediate  effect,  a 70% excise tax  increase on  spirits-based
ready-to-drink   products.   Although  we  successfully   shifted  some  of  our
ready-to-drink  sales in this market to our regular  proof  products and changed
the  ready-to-drink  formula  to a less  tax-penalized  one,  this tax  increase
adversely affected our Australian business and overall financial results.

IF THE SOCIAL  ACCEPTABILITY  OF OUR  PRODUCTS  DECLINES  OR  GOVERNMENTS  ADOPT
POLICIES  DISADVANTAGEOUS TO BEVERAGE ALCOHOL,  OUR BUSINESS COULD BE MATERIALLY
ADVERSELY AFFECTED.

Our ability to market and sell our  products  depends  heavily on both  societal
attitudes  toward  drinking  and  governmental  policies  that flow  from  those
attitudes.  In recent  years,  there has been  increased  social  and  political
attention  directed at the beverage alcohol  industry.  The recent attention has
focused  largely on public health concerns  related to alcohol abuse,  including
drunk driving,  underage  drinking,  and health  consequences from the abuse and
misuse of  beverage  alcohol.  Alcohol  critics  in the U.S.,  Europe  and other
countries  around the world  increasingly  seek  governmental  measures  to make
beverage alcohol products more expensive,  less available, and more difficult to
advertise and promote.  If the social  acceptability of beverage alcohol were to
decline  significantly,  sales of our products could  materially  decrease.  Our
sales would also suffer if governments sought to ban or restrict  advertising or
promotional activities, to limit hours or places of sale or consumption, or took
other  actions that  discourage  alcohol  purchase or  consumption,  which could
adversely affect our business and financial results.

LITIGATION COULD EXPOSE OUR BUSINESS TO FINANCIAL AND REPUTATIONAL RISK.

In the United States and other  litigious  countries in  particular,  private or
governmental  lawsuits are a continuing risk to our business,  including but not
limited to lawsuits  relating to labor and employment  practices,  environmental
impact, taxes, trade and business practices, intellectual property and antitrust
matters.  Several  years ago, a series of putative  class action  lawsuits  were
filed against spirits,  beer, and wine  manufacturers,  including Brown- Forman,
alleging that our marketing caused illegal alcohol  consumption by persons under
the legal drinking age. All of the cases were either  dismissed or withdrawn and
the litigation was concluded in 2007.  However,  other lawsuits  attacking sales
and marketing practices of beverage alcohol producers,  wholesalers or retailers
could hurt our financial results and business, and the entire industry.

PRODUCTION COST INCREASES MAY ADVERSELY AFFECT OUR BUSINESS.

Our Mexico-based  tequila operations have entered into long-term  contracts with
land owners in regions where blue agave (the primary raw material in tequila) is
grown.  Most of these contracts require us to plant,  maintain,  and harvest the
agave,  and to  compensate  the land owners  pursuant  to formulas  based on the
prevailing  market price for agave at the time of harvest.  Instability in agave
market  conditions  could  cause us to pay  above-market  prices for some of the
agave we use to produce tequila.  Likewise, our California-based wine operations
have  entered into  long-term  contracts  with  various  growers and wineries to
supply portions of our future grape requirements. Most of the contracts call for
prices to be determined based on market conditions,  within a certain range, and
most of the contracts  also have minimum  tonnage  requirements.  Although these
contracts  may provide  some  protection  in times of rising grape  prices,  the
contracts  may result in  above-market  costs during times of declining  prices.
There can be no assurances as to the future  prevailing market prices for agave,
grapes, or our other input materials, including grain, glass, wood, plastic, and
closures,  or our ability,  relative to our  competitors,  to take  advantage of
changes in market  prices  for them.  Weather,  changes  in climate  conditions,
diseases,  and other  agricultural  uncertainties  that  affect  the  mortality,
health,  yield,  quality or price of the  various  raw  materials  we use in our
products also present risks for our business,  including potential impairment in
the recorded value of our inventory.

CONSOLIDATION AMONG, CHANGES IN, INCREASED COMPETITION BY OR POOR PERFORMANCE BY
SPIRITS PRODUCERS, WHOLESALERS OR RETAILERS COULD HINDER THE MARKETING, SALE AND
DISTRIBUTION OF OUR PRODUCTS.

We use a number  of  different  business  models to market  and  distribute  our
products in  different  regions of the world.  In the United  States we sell our
products  either to  wholesale  distributors  or, in those  states that  control
alcohol  sales,  to state  governments  who then  sell to retail  customers  and
consumers.  In our other global markets,  we use a variety of  route-to-consumer
models,  including in many markets reliance on other spirits producers to market
and  sell  our  products.  Although  to date it has  happened  rarely,  if ever,
consolidation  among spirits  producers  overseas or  wholesalers  in the United
States  could  hinder the  distribution  and sale of our products as a result of
reduced  attention  and  resources  allocated  to our brands  during  transition
periods,  the possibility that our brands may represent a smaller portion of the
new business,  and/or a changing competitive  environment.  Also, changes to our
route-to-consumer  partner in important  markets could result in temporary sales
disruption.  Further,  while we believe  that our size  relative  to that of our
competitors  gives us sufficient scale to succeed,  we nevertheless  face a risk
that a continuing  consolidation of the large beverage  alcohol  companies could
put us at a competitive disadvantage.

Retailers and  wholesalers  of our brands offer  products that compete  directly
with ours for shelf space, promotional displays and consumer purchases.  Pricing
(including price promotions,  discounting,  couponing or free goods), marketing,
new product introductions and other competitive behavior by other suppliers, and
by distributors and retailers who sell their products against one or more of our
brands,  could also  adversely  affect our business and  financial  results.  In
recessionary times like these, consumers tend to be particularly price sensitive
and to make more of their  purchases  in discount  stores and other  off-premise
establishments.  Therefore,  the effects of these competitive  activities may be
more pronounced in this difficult economic climate.

WE MAY NOT SUCCEED IN OUR STRATEGIES FOR ACQUISITIONS AND DISPOSITIONS.

From time to time,  we  acquire  additional  brands or  businesses,  such as our
purchases in 2006 and 2007 of Chambord Liqueur and the Casa Herradura  business.
We intend  to  continue  to seek  acquisitions  that we  believe  will  increase
long-term  shareholder  value, but we cannot assure that we will be able to find
and  purchase  businesses  at  acceptable  prices and  terms.  It may also prove
difficult to  integrate  acquired  businesses  and  personnel  into our existing
systems  and  operations,  and to bring  them  into  conformity  with our  trade
practice  standards,  financial  control  environment  and U.S.  public  company
requirements.  Integration may involve significant  expenses and management time
and attention, and may otherwise disrupt our business. Our ability to profitably
grow sales of the brands we acquire will be important to our future performance.
For instance,  our  expectations  for future profit  contribution  from the main
brands we purchased in the Casa Herradura business depend on our ability to grow
the  Herradura and el Jimador  brands in the U.S. and other key tequila  markets
around the world.

Brand or business  acquisitions also may expose us to unknown  liabilities,  the
possible loss of key customers  and employees  knowledgeable  about the acquired
business,  and risks associated with doing business in countries or regions with
less stable governments, political climates, and legal systems and/or economies,
among other risks.  Acquisitions could also lead us to incur additional debt and
related  interest  expenses,  issue  additional  shares,  and become  exposed to
contingent  liabilities,  as well as to experience  dilution in our earnings per
share and a reduction  in our return on invested  capital.  We may incur  future
restructuring  charges or record  impairment losses on the value of goodwill and
or other intangible assets resulting from previous acquisitions,  which may also
adversely affect our financial results.

We also  evaluate  from  time-to-time  the  potential  disposition  of assets or
businesses  that  may  no  longer  meet  our  growth,  return  and/or  strategic
objectives.  In selling assets or businesses, we may not get a price or terms as
favorable  as we  anticipated.  We could also  encounter  difficulty  in finding
buyers  on  acceptable  terms  in  a  timely  manner,   which  could  delay  our
accomplishment  of  strategic  objectives.  Expected  cost  savings from reduced
overhead relating to the sold assets may not materialize.

COUNTERFEITING,  TAMPERING,  OR  CONTAMINATION  OF OUR  PRODUCTS  COULD HARM OUR
INTELLECTUAL PROPERTY RIGHTS AND FINANCIAL RESULTS, AS WELL AS OUR REPUTATION.

The success of our branded  products relies  considerably on the image consumers
have of them. Consequently, our business depends on the successful protection of
our trademarks and other intellectual  property rights.  Given our dependence on
the recognition of our brands by, and their attraction to, consumers,  we devote
substantial  efforts to protect  our  intellectual  property  rights  around the
world.  In  addition,  we work to reduce the  ability  of others to imitate  our
products.  Although we believe that our intellectual property rights are legally
supported  in the  markets  in which we do  business,  the  protection  afforded
intellectual  property  rights  varies  greatly  from  country to  country.  The
beverage alcohol industry experiences  problems with product  counterfeiting and
other forms of trademark  infringement,  especially in Asia and Eastern European
markets.  Confusingly  similar,  lower  quality  or even  dangerous  counterfeit
product could reach the market and adversely  affect our  intellectual  property
rights, brand equity, corporate reputation and/or financial results.

Sales of a brand also could diminish  because of a scare over product  tampering
or contamination.  Actual contamination of our products or of raw materials used
to produce,  ferment or distill them,  whether  arising  deliberately by a third
party or accidentally,  could lead to inferior product quality and even illness,
injury or death to consumers. If a product recall became necessary, sales of the
affected product or our broader portfolio of brands could be adversely affected.

NEGATIVE PUBLICITY MAY AFFECT OUR STOCK PRICE AND BUSINESS PERFORMANCE.

Unfavorable media reports related to our company, brands, personnel, operations,
business performance or prospects may affect our stock price and the performance
of our business,  regardless  of their  accuracy or  inaccuracy.  Since we are a
branded consumer products company, adverse publicity can hurt both our company's
stock price and actual  operating  results,  as consumers  might steer away from
brands or products that receive bad press.

TERMINATION OF OUR RIGHTS TO DISTRIBUTE AND MARKET AGENCY BRANDS INCLUDED IN OUR
PORTFOLIO COULD ADVERSELY AFFECT OUR BUSINESS.

In  addition  to the brands our  company  owns,  we also  market and  distribute
products on behalf of other brand owners in selected markets, including the U.S.
Our rights to sell these agency brands are based on contracts with various brand
owners, which have varying lengths, renewal terms, termination rights, and other
provisions.  We earn a margin for these  sales and also gain  distribution  cost
efficiencies  in some  instances.  Therefore,  the  termination of our rights to
distribute  agency brands included in our portfolio  could adversely  affect our
business.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

Significant properties are as follows:

Owned facilities:
   - Office facilities:
        - Corporate offices (including renovated historic structures)
          - Louisville, Kentucky

   - Production and warehousing facilities:
        - Lynchburg, Tennessee
        - Louisville, Kentucky
        - Collingwood, Ontario, Canada
        - Shively, Kentucky
        - Woodford County, Kentucky
        - Hopland, California
        - Paso Robles, California
        - Windsor, California
        - Livorno, Italy
        - Albany, Kentucky
        - Waverly, Tennessee
        - Cour Cheverny, France
        - Amatitan, Mexico

Leased facilities:
   - Production and bottling facility in Dublin, Ireland
   - Warehousing facilities in Mendocino and Sonoma Counties, California
   - Stave and heading mill in Jackson, Ohio

The lease terms expire at various dates and are generally renewable.

We believe that the facilities are in good condition and are adequate for our
business.

Item 3.  Legal Proceedings

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.



Executive Officers of the Registrant


                                                Principal Occupation and
     Name                         Age             Business Experience
     ----                         ---       ---------------------------------

Paul C. Varga                      45       Chairman of the Company since August
                                            2007. Chief Executive Officer since
                                            August 2005. President and Chief
                                            Executive Officer of Brown-Forman
                                            Beverages (a division of the
                                            Company) from August 2003 to August
                                            2005.

Donald C. Berg                     54       Executive Vice President and Chief
                                            Financial Officer since May 2008.
                                            Senior Vice President and Director
                                            of Corporate Finance from July 2006
                                            to May 2008. President of
                                            Brown-Forman Spirits Americas from
                                            July 2003 to July 2006.

Matthew E. Hamel                   49       Executive Vice President, General
                                            Counsel, and Secretary since October
                                            2007. Associate General Counsel and
                                            Vice President, Law, of the
                                            Enterprise Media Group of Dow Jones
                                            & Company, Inc., from December 2006
                                            to October 2007. Vice President,
                                            General Counsel and Secretary of Dow
                                            Jones Reuters Business Interactive
                                            LLC (d/b/a Factiva) from December
                                            1999 to December 2006.

James S. Welch, Jr.                50       Vice Chairman of the Company,
                                            Executive Director of Corporate
                                            Affairs, Strategy, Diversity, and
                                            Human Resources since 2007. Company
                                            Vice Chairman, Executive Director
                                            of Corporate Strategy and Human
                                            Resources from 2003 to 2007.

James L. Bareuther                 63       Executive Vice President for Global
                                            Business Development since May 2009.
                                            Executive Vice President and Chief
                                            Operating Officer of the Company
                                            from July 2006 through April 2009.
                                            Executive Vice President and Chief
                                            Operating Officer of Brown-Forman
                                            Beverages from August 2003 to July
                                            2006.

Mark I. McCallum                   54       Executive Vice President and Chief
                                            Operating Officer of the Company
                                            since May 2009.  Executive Vice
                                            President and Chief Brands Officer
                                            from May 2006 through April 2009.
                                            Senior Vice President and Chief
                                            Marketing Officer from July 2003 to
                                            May 2006.

Jane C. Morreau                    50       Senior Vice President and Director
                                            of Finance, Accounting, and
                                            Technology since May 2008. Senior
                                            Vice President and Controller from
                                            December 2006 to May 2008. Vice
                                            President and Controller from August
                                            2002 to December 2006.


                                     PART II

Item 5.  Market for the Registrant's Common Equity, Related Stockholder Matters
         and Issuer Purchases of Equity Securities

Our Class A and Class B Common  Stock is traded on the New York  Stock  Exchange
(symbols "BFA" and "BFB," respectively).  Information regarding the high and low
sales prices and cash  dividends paid on each class of our common stock for each
full  quarterly  period  within the two most recent fiscal years is set forth in
the section entitled  "Quarterly  Financial  Information" on page 50 of our 2009
Annual Report to  Stockholders,  which  information  is  incorporated  herein by
reference.

Holders of record of our common stock at April 30, 2009:
         Class A Common Stock (Voting)               3,253
         Class B Common Stock (Nonvoting)            6,625

The following table provides  information  about shares of our common stock that
we repurchased during the quarter ended April 30, 2009:

                                                                          Total Number of       Approximate Dollar
                                                Total                    Shares Purchased        Value of Shares
                                              Number of      Average         as Part of          that May Yet Be
                                                Shares     Price Paid   Publicly Announced     Purchased Under the
                   Period                     Purchased     per Share    Plans or Programs      Plans or Programs
                                                                                     
 February 1, 2009 - February 28, 2009           251,100      $46.47           251,100             $215,700,000
 March 1, 2009 - March 31, 2009                   1,972      $51.48              --               $215,700,000
 April 1, 2009 - April 30, 2009                 120,132      $38.91           120,132             $211,000,000
 Total                                          373,204      $44.07           371,232


As  announced  on  December  4,  2008,  our Board of  Directors  authorized  the
repurchase  of up to $250.0  million of  outstanding  Class A and Class B common
stock over the succeeding 12 months,  subject to market  conditions.  Under this
plan,  we can  repurchase  shares  from  time to time  for  cash in open  market
purchases,   block  transactions,   and  privately  negotiated  transactions  in
accordance  with  applicable  federal  securities  laws.  371,232  of the shares
included in the above table were acquired as part of this program.

The  remaining  1,972 shares  included in the above table were  received from an
employee  to  satisfy  income  tax  withholding  obligations  triggered  by  the
employee's retirement from the Company.

For the other  information  required by this item, refer to the section entitled
"Quarterly  Financial  Information"  on page 50 of the  2009  Annual  Report  to
Stockholders, which information is incorporated into this report by reference.

Item 6.  Selected Financial Data

For the  information  required  by this  item,  refer  to the  section  entitled
"Selected  Financial Data" on page 18 of the 2009 Annual Report to Stockholders,
which information is incorporated into this report by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

For the  information  required  by this  item,  refer  to the  section  entitled
"Management's Discussion and Analysis" on pages 19 through 30 of the 2009 Annual
Report to  Stockholders,  and the section  entitled  "Important  Information  on
Forward-Looking   Statements"   on  page  49  of  the  2009  Annual   Report  to
Stockholders, which information is incorporated into this report by reference.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

For the information required by this item, refer to the section entitled "Market
Risks" on page 29 of the 2009 Annual Report to Stockholders,  which  information
is incorporated into this report by reference.

Item 8.  Financial Statements and Supplementary Data

For the information  required by this item, refer to the Consolidated  Financial
Statements,  Notes to Consolidated Financial Statements,  Reports of Management,
and Report of Independent  Registered Public Accounting Firm on pages 31 through
48 of the 2009 Annual Report to Stockholders,  which information is incorporated
into this report by reference.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

None.

Item 9A.  Controls and Procedures

The Chief Executive  Officer ("CEO") and the Chief Financial  Officer ("CFO") of
Brown-Forman  (its principal  executive and principal  financial  officers) have
evaluated  the   effectiveness  of  the  company's   "disclosure   controls  and
procedures" (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934 (the  "Exchange  Act")) as of the end of the period covered by this report.
Based  on  that  evaluation,  the  CEO  and CFO  concluded  that  the  company's
disclosure  controls and  procedures:  are effective to ensure that  information
required to be disclosed by the company in the reports  filed or submitted by it
under the Exchange Act is recorded,  processed,  summarized, and reported within
the time periods  specified in the SEC's rules and forms;  and include  controls
and procedures  designed to ensure that information  required to be disclosed by
the company in such reports is  accumulated  and  communicated  to the company's
management,  including  the CEO and the CFO,  as  appropriate,  to allow  timely
decisions  regarding  required  disclosure.  There  has  been no  change  in the
company's  internal  control  over  financial  reporting  during the most recent
fiscal  quarter  that  has  materially  affected,  or is  reasonably  likely  to
materially affect, the company's internal control over financial reporting.

For the other information  required by this item, refer to "Management's  Report
on  Internal  Control  over  Financial  Reporting"  and  "Report of  Independent
Registered  Public Accounting Firm" on pages 47 and 48 of the 2009 Annual Report
to  Stockholders,  respectively,  which  information is  incorporated  into this
report by reference.

Item 9B.  Other Information

None.


                                    PART III

Item 10.  Directors, Executive Officers and Corporate Governance

For the information  required by this item,  refer to the following  sections of
our definitive proxy statement for the Annual Meeting of Stockholders to be held
July 23, 2009, which  information is incorporated into this report by reference:
(a)  "Election  of  Directors"  on  pages  12  through  14 (for  information  on
directors);  (b) "Corporate  Governance" on page 10 (for information on our Code
of Ethics);  (c) "Section 16(a) Beneficial  Ownership  Reporting  Compliance" on
page 19 (for  information  on  delinquent  Section 16  filings);  and (d) "Audit
Committee"  on pages 20 through 22. Also,  see the  information  with respect to
"Executive  Officers  of the  Registrant"  under  Part I of this  report,  which
information is incorporated herein by reference.

We will post on our  corporate  website any amendment to our Code of Ethics that
applies to our chief executive officer, principal financial officer,  controller
and  principal  accounting  officer,  and any  waivers  that are  required to be
disclosed by the rules of either the SEC or NYSE.

We filed  during the fiscal  year ended  April 30, 2009 with the NYSE the Annual
CEO Certification  regarding the Company's  compliance with the NYSE's Corporate
Governance  listing  standards  as  required by Section  303A-12(a)  of the NYSE
Listed Company  Manual.  In addition,  the Company has filed as exhibits to this
annual report and to the annual report on Form 10-K for the year ended April 30,
2008, the applicable certifications of its Chief Executive Officer and its Chief
Financial Officer required under Section 302 of the  Sarbanes-Oxley Act of 2002,
regarding the quality of the company's public disclosures.

Item 11.  Executive Compensation

For the information  required by this item,  refer to the following  sections of
our proxy  statement for the Annual Meeting of  Stockholders to be held July 23,
2009,  which  information  is  incorporated  into this report by reference:  (a)
"Executive Compensation" on pages 23 through 47; and (b) "Compensation Committee
Interlocks and Insider Participation" on pages 51 and 52.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

                      Equity Compensation Plan Information

In July 2004,  shareholders  approved the 2004 Omnibus  Compensation Plan as the
successor to both the 1994 Omnibus  Compensation Plan providing equity awards to
employees and the Non-Employee Directors ("NED") Plan providing equity awards to
non-employee  directors.  At the time the NED Plan was discontinued,  it had not
been submitted to  shareholders.  The following  table  provides  information on
these plans as of the end of the most recently completed fiscal year:

                                                                                                  Number of securities
                                 Number of securities to be     Weighted-average exercise         remaining available
                                  issued upon exercise of         price of outstanding            for future issuance
                                    outstanding options,          options, warrants and        under equity compensation
Plan category                       warrants and rights                 rights(1)                      plans(2)
                                                                                      
Equity compensation plans
approved by security holders             4,173,651                        $40.11                        5,028,571

Equity compensation plans not
approved by security holders               141,036                        $26.09                            --   (3)
                                         ---------                        ------                        ---------
Total                                    4,314,687                        $39.65                        5,028,571
                                         =========                        ======                        =========

   (1) Grant prices were equal to the fair market value of the stock at the time of grant.

   (2) Securities available for issuance under the 2004 Omnibus Compensation Plan include stock, stock options, stock appreciation
       rights, market value units, and performance units.

   (3) No further awards can be made under the NED plan.


For the other  information  required by this item, refer to the section entitled
"Stock  Ownership" on pages 15 through 19 of our proxy  statement for the Annual
Meeting  of  Stockholders  to be  held  July  23,  2009,  which  information  is
incorporated into this report by reference.

Item 13.  Certain Relationships and Related Transactions, and Director
          Independence

For the information  required by this item,  refer to the following  sections of
our definitive proxy statement for the Annual Meeting of Stockholders to be held
July 23, 2009, which  information is incorporated into this report by reference:
(a)  "Certain  Relationships  and  Related  Transactions"  on page  51;  and (b)
"Corporate Governance" on pages 5 through 11.

Item 14.  Principal Accountant Fees and Services

For the information  required by this item, refer to the sections entitled "Fees
Paid to  Independent  Registered  Public  Accounting  Firm" and "Policy on Audit
Committee   Pre-Approval  of  Audit  and  Permissible   Non-Audit   Services  of
Independent  Registered  Public  Accounting  Firm" on page 21 of our  definitive
proxy statement for the Annual Meeting of Stockholders to be held July 23, 2009,
which information is incorporated into this report by reference.

                                     PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)  (1) and (2) - Index to Consolidated Financial Statements and Schedule:


                                                                                                        Reference
                                                                                                                     Annual
                                                                                            Form 10-K               Report to
                                                                                          Annual Report            Stockholders
                                                                                              Page                   Page(s)
                                                                                                             
     (1) Incorporated by reference to our Annual Report to
           Stockholders for the year ended April 30, 2009:

           Consolidated Statements of Operations for the
              years ended April 30, 2007, 2008, and 2009*                                         --                   31
           Consolidated Balance Sheets at April 30, 2008 and 2009*                                --                   32
           Consolidated Statements of Cash Flows for the
              years ended April 30, 2007, 2008, and 2009*                                         --                   33
           Consolidated Statements of Stockholders' Equity
              for the years ended April 30, 2007, 2008, and 2009*                                 --                   34
           Consolidated Statements of Comprehensive Income
              for the years ended April 30, 2007, 2008, and 2009*                                 --                   35
           Notes to Consolidated Financial Statements*                                            --                 36 - 46
           Reports of Management*                                                                 --                   47
           Report of Independent Registered Public Accounting Firm*                               --                   48
           Important Information on Forward-Looking Statements                                    --                   49

     (2) Consolidated Financial Statement Schedule:
           Report of Independent Registered Public Accounting Firm
            on Financial Statement Schedule                                                       S-1                  --
           II - Valuation and Qualifying Accounts                                                 S-2                  --


All other  schedules for which  provision is made in the  applicable  accounting
regulations of the Securities and Exchange  Commission  have been omitted either
because  they are not  required  under the  related  instructions,  because  the
information  required is included in the consolidated  financial  statements and
notes thereto, or because they are not applicable.

*  Incorporated by reference to Item 8 in this report.


(a)  (3) - Exhibits: Filed with this report:

Exhibit Index
-------------

     13      Brown-Forman Corporation's Annual Report to Stockholders for the
             year ended April 30, 2009, but only to the extent set forth in
             Items 1, 5, 6, 7, 7A, 8 and 9A of this Annual Report on Form 10-K
             for the year ended April 30, 2009.

     21      Subsidiaries of the Registrant.

     23      Consent of PricewaterhouseCoopers LLP, independent registered
             public accounting firm.

     31.1    CEO Certification pursuant to Section 302 of Sarbanes-Oxley Act of
             2002.

     31.2    CFO Certification pursuant to Section 302 of Sarbanes-Oxley Act of
             2002.

     32      CEO and CFO Certification pursuant to 18 U.S.C. Section 1350, as
             adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
             (not considered to be filed).

Previously Filed:
 Exhibit Index
-------------

    2(a)     Asset Purchase Agreement, dated as of March 15, 2006, among Chatham
             International Incorporated, Charles Jacquin et Cie., Inc., the
             Selling Stockholders and Brown-Forman Corporation, which is
             incorporated into this report by reference to Brown-Forman
             Corporation's Form 10-K filed on June 29, 2006.

    2(b)     Asset Purchase Agreement, dated as of August 25, 2006, among Jose
             Guillermo Romo de la Pena, Luis Pedro Pablo Romo de la Pena, Grupo
             Industrial Herradura, S.A. de C.V., certain of their respective
             affiliates, Brown-Forman Corporation and Brown-Forman Tequila
             Mexico, S. de R.L. de C.V., a subsidiary of Brown-Forman
             Corporation, as amended, which is incorporated into this report by
             reference to Brown-Forman Corporation's Forms 8-K filed on
             August 29, 2006, December 22, 2006, January 16, 2007, and
             January 22, 2007.

    3(i)     Restated Certificate of Incorporation of registrant, which is
             incorporated into this report by reference to Brown-Forman
             Corporation's Form 10-Q filed on March 4, 2004.

    3(ii)    By-laws of registrant, as amended on May 28, 2009, which is
             incorporated into this report by reference to Brown-Forman
             Corporation's Form 8-K filed on May 29, 2009.

    4(a)     Form of Indenture dated as of March 1, 1994 between Brown-Forman
             Corporation and The First National Bank of Chicago, as Trustee,
             which is incorporated into this report by reference to Brown-Forman
             Corporation's Form S-3 (Registration No. 33-52551) filed on
             March 8, 1994.

    4(b)     The description of the terms of $150,000,000 of Floating Rate Notes
             due 2010 and $250,000,000 of 5.2% Notes due 2012, which description
             is incorporated into this report by reference to the Indenture, the
             Officer's Certificate pursuant thereto and the 2010 and 2012 global
             notes filed as exhibits to Brown-Forman Corporation's Form 8-K
             filed on April 3, 2007.

    4(c)     The description of the terms of $250,000,000 of 5% Notes due 2014,
             which description is incorporated into this report by reference to
             the Indenture, the Officer's Certificate pursuant thereto and the
             global 5% Note due 2014 filed as exhibits to Brown-Forman
             Corporation's Form 8-K filed on January 9, 2009.

    10(a)    Brown-Forman Corporation Supplemental Executive Retirement Plan,
             which is incorporated into this report by reference to Brown-Forman
             Corporation's Form 10-K filed on July 23, 1990.*

    10(b)    A description of the Brown-Forman Savings Plan, which is
             incorporated into this report by reference to page 10 of
             Brown-Forman's definitive proxy statement filed on June 27, 1996
             in connection with its 1996 Annual Meeting of Stockholders.*

    10(c)    Brown-Forman Corporation 2004 Omnibus Compensation Plan, as
             amended, which is incorporated into this report by reference to
             Brown-Forman's proxy statement filed on June 26, 2009, in
             connection with its 2009 Annual Meeting of Stockholders.

    10(d)    Five-Year Credit Agreement dated as of April 30, 2007 by and among
             Brown-Forman Corporation, Brown-Forman Beverages, Europe, LTD,
             certain borrowing subsidiaries and certain lender parties thereto,
             Bank of America, N.A., as Syndication Agent and as a Lender,
             Citicorp North America, Inc., Barclays Bank Plc, National City Bank
             and Wachovia Bank, National Association as Co-Documentation Agents
             and as Lenders, JPMorgan Chase Bank, N.A. as Administrative Agent
             and as a Lender and J.P. Morgan Europe Limited, as London Agent.,
             which is incorporated into this report by reference to Brown-Forman
             Corporation's Form 8-K filed on May 2, 2007.

    10(e)    Form of Restricted Stock Agreement, as amended, which is
             incorporated into this report by reference to Brown-Forman
             Corporations's Form 10-K filed on June 30, 2005.*

    10(f)    Form of Employee Stock Appreciation Right Award, which is
             incorporated into this report by reference to Brown-Forman
             Corporation's Form 8-K filed on August 2, 2006.*

    10(g)    Form of Employee Non-Qualified Stock Option Award, which is
             incorporated into this report by reference to Brown-Forman
             Corporation's Form 8-K filed on August 2, 2006.*

    10(h)    Form of Non-Employee Director Stock Appreciation Right Award, which
             is incorporated into this report by reference to Brown-Forman
             Corporation's Form 8-K filed on August 2, 2006.*

    10(i)    Form of Non-Employee Director Non-Qualified Stock Option Award,
             which is incorporated into this report by reference to Brown-Forman
             Corporation's Form 8-K filed on August 2, 2006.*

    10(j)    Summary of Director and Named Executive Officer Compensation.**

    10(k)    First Amendment to the Brown-Forman Omnibus Compensation Plan
             Restricted Stock Agreement, which is incorporated into this report
             by reference to Brown-Forman's Annual Report on Form 10-K for the
             year ended April 30, 2007, filed on June 28, 2007.*

    10(l)    Second Amendment to the Brown-Forman 2004 Omnibus Compensation Plan
             Restricted Stock Agreement, which is incorporated into this report
             by reference to Brown-Forman's Annual Report on Form 10-K for the
             year ended April 30, 2007, filed on June 28, 2007.*

    10(m)    Letter Agreement dated as of April 28, 2008, between Brown-Forman
             Corporation and Phoebe A. Wood, which is incorporated into this
             report by reference to Brown-Forman Corporation's Form 8-K filed on
             April 28, 2008.*

    14       Code of Ethics, which is incorporated into this report by reference
             to Brown-Forman Corporation's Form 10-K filed on July 2, 2004.

 * Indicates management contract, compensatory plan or arrangement.

** Incorporated by reference to the sections entitled "Executive Compensation"
   and "Director Compensation" in the Proxy Statement distributed in connection
   with our Annual Meeting of Stockholders to be held on July 23, 2009, which is
   being filed in conjunction with this Annual Report on Form 10-K. (Fiscal 2009
   compensation policies with respect to the company's directors and named
   executive officers will remain in effect until the company's Compensation
   Committee determines fiscal year 2010 compensation at its July 2009 meeting.)


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                            BROWN-FORMAN CORPORATION
                                                 (Registrant)



                                            /s/ Paul C. Varga
Date:  June 26, 2009                        By: Paul C. Varga
                                                Chief Executive Officer
                                                 and Chairman of the Company


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities on June 26, 2009 as indicated:


/s/ Geo. Garvin Brown IV
By: Geo. Garvin Brown IV
    Director, Presiding Chairman of the Board


/s/ Paul C. Varga
By: Director, Chief Executive Officer,
    and Chairman of the Company


/s/ Patrick Bousquet-Chavanne
By: Patrick Bousquet-Chavanne
    Director


/s/ Martin S. Brown, Jr.
By: Martin S. Brown, Jr.
    Director


/s/ Donald G. Calder
By: Donald G. Calder
    Director


/s/ John D. Cook
By: John D. Cook
    Director


/s/ Sandra A. Frazier
By: Sandra A. Frazier
    Director


/s/ Richard P. Mayer
By: Richard P. Mayer
    Director


/s/ William E. Mitchell
By: William E. Mitchell
    Director


/s/ William M. Street
By: William M. Street
    Director


/s/ Dace Brown Stubbs
By: Dace Brown Stubbs
    Director


/s/ James S. Welch, Jr.
By: James S. Welch, Jr.
    Director


/s/ Donald C. Berg
By: Donald C. Berg
    Executive Vice President and
    Chief Financial Officer
    (Principal Financial Officer)


/s/ Jane C. Morreau
By: Jane C. Morreau
    Senior Vice President and Director
    of Finance, Accounting and Technology
    (Principal Accounting Officer)



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                        ON FINANCIAL STATEMENT SCHEDULE


To the Board of Directors
of Brown-Forman Corporation:

Our audits of the consolidated  financial statements and of the effectiveness of
internal control over financial  reporting  referred to in our report dated June
26, 2009  appearing in the 2009 Annual Report to  Stockholders  of  Brown-Forman
Corporation and Subsidiaries (which report and consolidated financial statements
are  incorporated by reference in this Annual Report on Form 10-K) also included
an audit of the  financial  statement  schedule  listed in Item 15(a)(2) of this
Form 10-K. In our opinion, this financial statement schedule presents fairly, in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related consolidated financial statements.




/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
June 26, 2009

                                      S-1



                    BROWN-FORMAN CORPORATION AND SUBSIDIARIES
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
               For the Years Ended April 30, 2007, 2008, and 2009
                            (Expressed in thousands)




                      Col. A                    Col. B           Col. C(1)          Col. C(2)           Col. D             Col. E
                      ------                    ------           ---------          ---------           ------             ------
                                                                 Additions          Additions
                                              Balance at         Charged to         Charged to                           Balance at
                                              Beginning            Costs              Other                                 End
                   Description                of Period         and Expenses         Accounts         Deductions         of Period
                   -----------                ----------        ------------        ----------        ----------         ----------
                                                                                                        

2007
    Allowance for Doubtful Accounts             $5,264              $316            $16,374(1)            --               $21,954

2008
    Allowance for Doubtful Accounts            $21,954              $992                --             $4,185(2)           $18,761

2009
    Allowance for Doubtful Accounts            $18,761              $335                --             $4,509(2)           $14,587
    Accrued Restructuring Costs                    --            $12,024                --                --               $12,024


 (1) Amount recorded as part of the Casa Herradura acquisition.
 (2) Doubtful accounts written off, net of recoveries.

                                      S-2


                                                                   Exhibit 13

                              FINANCIAL HIGHLIGHTS

(Expressed in millions, except per share amounts and ratios)
                                                   2008        2009     % Change
CONTINUING OPERATIONS
Net Sales                                        $3,282      $3,192       (3%)
Gross Profit                                     $1,695      $1,577       (7%)
Operating Income                                 $  685      $  661       (4%)
Net Income                                       $  440      $  435       (1%)
Earnings Per Share
 - Basic                                         $ 2.87      $ 2.89        1%
 - Diluted                                       $ 2.84      $ 2.87        1%
Return on Average Invested Capital                 17.2%       15.9%
Gross Margin                                       51.6%       49.4%
Operating Margin                                   20.9%       20.7%


LONG-TERM COMPOUND ANNUAL GROWTH RATE
                                                     Diluted
                          Net        Operating       Earnings
                         Sales        Income         Per Share
35-year since 1974         7%           8%             12%
25-year since 1984         5%           6%             11%
15-year since 1994         7%           7%             10%
10-year since 1999         8%           9%             11%
 5-year since 2004        10%          12%             12%


BROWN-FORMAN STOCK PRICE PERFORMANCE VERSUS THE S&P 500 INDEX
(indexed to April 30, 1994)

                         Brown-Forman
                           Class B           S&P 500

April 30, 1994              100%              100%
April 30, 1995              110%              114%
April 30, 1996              132%              145%
April 30, 1997              169%              178%
April 30, 1998              189%              247%
April 30, 1999              246%              296%
April 30, 2000              193%              320%
April 30, 2001              203%              277%
April 30, 2002              263%              239%
April 30, 2003              256%              203%
April 30, 2004              313%              246%
April 30, 2005              371%              257%
April 30, 2006              498%              291%
April 30, 2007              427%              329%
April 30, 2008              455%              307%
April 30, 2009              389%              194%



                             SELECTED FINANCIAL DATA
          (Expressed in millions, except per share amounts and ratios)
                              Year Ended April 30,

                                                                                               
                                            2000     2001     2002     2003     2004     2005     2006     2007     2008     2009
                                           ------   ------   ------   ------   ------   ------   ------   ------   ------   ------
CONTINUING OPERATIONS
Net Sales                                  $1,542    1,572    1,618    1,795    1,992    2,195    2,412    2,806    3,282    3,192
Gross Profit                               $  812      848      849      900    1,024    1,156    1,308    1,481    1,695    1,577
Operating Income                           $  296      320      326      341      383      445      563      602      685      661
Income from Continuing Operations          $  187      200      212      222      243      339      395      400      440      435
Weighted Average Shares used to
 calculate Earnings per Share
  - Basic                                   171.3    171.2    170.8    168.4    151.7    152.2    152.6    153.6    153.1    150.5
  - Diluted                                 171.4    171.4    171.2    168.9    152.5    153.1    154.3    155.3    154.5    151.5
Earnings per Share from
 Continuing Operations
  - Basic                                  $ 1.09     1.17     1.24     1.32     1.60     2.23     2.59     2.61     2.87     2.89
  - Diluted                                $ 1.09     1.17     1.24     1.32     1.59     2.22     2.56     2.58     2.84     2.87

Gross Margin                                 52.6%    53.9%    52.5%    50.1%    51.4%    52.7%    54.2%    52.8%    51.6%    49.4%
Operating Margin                             19.2%    20.3%    20.2%    19.0%    19.2%    20.3%    23.3%    21.5%    20.9%    20.7%
Effective Tax Rate                           35.9%    35.8%    34.1%    33.6%    33.1%    32.6%    29.3%    31.7%    31.7%    31.1%
Average Invested Capital                   $  889    1,016    1,128    1,266    1,392    1,535    1,863    2,431    2,747    2,893
Return on Average Invested Capital           22.0%    20.7%    19.3%    18.0%    18.5%    23.0%    21.9%    17.4%    17.2%    15.9%


TOTAL COMPANY
Cash Dividends Declared per Common Share   $ 0.49     0.51     0.54     0.58     0.64     0.73     0.84     0.93     1.03     1.12
Average Stockholders' Equity               $  976    1,111    1,241    1,290      936    1,198    1,397    1,700    1,668    1,793
Total Assets at April 30                   $1,802    1,939    2,016    2,264    2,376    2,649    2,728    3,551    3,405    3,475
Long-Term Debt at April 30                 $   33       33       33      629      630      351      351      422      417      509
Total Debt at April 30                     $  259      237      200      829      679      630      576    1,177    1,006      999
Cash Flow from Operations                  $  241      232      249      243      304      396      343      355      534      491
Return on Average Stockholders' Equity       22.1%    20.7%    18.1%    18.7%    27.1%    25.7%    22.9%    22.9%    26.4%    24.2%
Total Debt to Total Capital                  19.8%    16.6%    13.2%    49.4%    38.3%    32.5%    26.9%    42.8%    36.8%    35.5%
Dividend Payout Ratio                        38.5%    38.1%    41.4%    41.1%    38.2%    36.1%    40.0%    36.8%    35.8%    38.9%



Notes:
1.  Includes the consolidated results of Finlandia Vodka Worldwide,
    Tuoni e Canepa, Swift & Moore, Chambord, and Casa Herradura since
    their acquisitions in December 2002, February 2003, February 2006,
    May 2006, and January 2007, respectively.
2.  Weighted average shares, earnings per share, and cash dividends declared
    per common share have been adjusted for a 2-for-1 common stock split in
    January 2004 and a 5-for-4 common stock split in October 2008.
3.  We define Return on Average Invested Capital as the sum of net income
    (excluding extraordinary items) and after-tax interest expense, divided by
    average invested capital.  Invested capital equals assets less liabilities,
    excluding interest-bearing debt.
4.  We define Return on Average Stockholders' Equity as net income applicable
    to common stock divided by average stockholders' equity.
5.  We define Total Debt to Total Capital as total debt divided by the sum of
    total debt and stockholders' equity.
6.  We define Dividend Payout Ratio as cash dividends divided by net income.

                                       18


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Below, we review Brown-Forman's  consolidated financial condition and results of
operations  for fiscal  years  ended April 30,  2007,  2008,  and 2009.  We also
comment on our  anticipated  financial  performance,  discuss  factors  that may
affect  our  future  financial   condition  and  performance,   and  make  other
forward-looking  statements.   Please  read  this  Management's  Discussion  and
Analysis  section  of  our  report  together  with  the  consolidated  financial
statements  for the year ended April 30,  2009,  their  related  notes,  and the
important  note on  forward-looking  statements on page 49. This note lists some
risk factors that could cause actual results to differ  materially  from what we
currently expect.

As discussed in Note 2 to the accompanying financial statements,  we sold Brooks
& Bentley and Hartmann in fiscal 2007. We report these entities as  discontinued
operations in the accompanying financial statements.

EXECUTIVE OVERVIEW

Brown-Forman  Corporation  produces and markets  high-quality  consumer beverage
alcohol products including Tennessee,  Canadian, and Kentucky whiskeys; Kentucky
bourbon;  tequila;  vodka; liqueurs;  California sparkling wine; table wine; and
ready-to-drink  products.  Our brands  include  Jack  Daniel's  and its  related
brands;  Finlandia;  Southern Comfort;  Tequila Herradura; el Jimador;  Canadian
Mist; Chambord; Woodford Reserve; Fetzer, Bonterra, and Sonoma-Cutrer wines; and
Korbel Champagne.

Our Markets

In  the  mid-1990s,  we  embarked  on  a  strategic  initiative  to  expand  our
international  footprint.  This initiative has succeeded, as our sales generated
outside of the U.S.  have  expanded  from about 20% to over 50% in fiscal  2009.
Today, we sell our brands in more than 135 countries.  In fiscal 2008, we passed
a milestone  when we generated  the  majority of our net sales  outside the U.S.
Despite the adverse  impact of a strong U.S.  dollar,  we  continued to generate
more than half of our net  sales  outside  the U.S.  in  fiscal  2009.  The U.S.
remains our largest, most important market, contributing 48% of our net sales in
fiscal 2009 (unchanged from fiscal 2008). Our net sales declined about 1% in the
U.S. and about 4% outside the U.S.,  reflecting  reductions in  distributor  and
retail trade inventory levels. But net sales outside the U.S. increased by 2% on
a constant- currency basis.  ("Constant-currency"  represents reported net sales
with the effect of a stronger U.S. dollar removed. We believe it is important to
understand our growth in sales on a  constant-dollar  basis,  as fluctuations in
exchange rates can distort the  underlying(1)  growth in sales,  both positively
and negatively.)

Europe, our second-largest region, accounts for 28% of our net sales. For fiscal
2009, net sales in Europe declined 7% on an as-reported  basis. This decline was
mostly  due  to  the  U.S.  dollar's  dramatic  strengthening  against  European
currencies,  particularly  during the  latter  half of the  fiscal  year.  After
adjusting for this foreign exchange impact,  net sales in Europe declined 4%. We
continued  to enjoy  solid  underlying  growth  in a number  of  markets  there,
particularly  in Eastern Europe and France.  But overall growth in Europe slowed
as the economic crisis affected many Western  European  markets and some Eastern
European markets.

Net sales  outside  Europe and the U.S.  constitute  24% of our total  sales and
declined by 1% in fiscal 2009. The decline was driven primarily by the effect of
a stronger U.S. dollar. Net sales in the rest of the world increased by 10% on a
constant-currency basis. We continued to experience good underlying growth for a
number of our brands in markets such as Australia,  Latin  America,  and various
Asian markets.

                           Net Sales Contribution

                             1995          2009
                             ----          ----
United States                 80%           48%
International                 20%           52%


Our main  international  markets include the U.K.,  Australia,  Mexico,  Poland,
Germany,  France,  Spain, Italy, South Africa, China, Japan, Canada, and Russia.
We continue to see long-term growth opportunities for our portfolio of brands in
both developed and emerging  markets,  particularly  Eastern  Europe,  Asia, and
Latin America.  Naturally, the more we expand our business outside the U.S., the
more our financial results will be exposed to exchange rate  fluctuations.  This
exposure  includes  the sale of our  brands in  currencies  other  than the U.S.
dollar and the cost of goods,  services,  and  manpower  paid for in  currencies
other than the U.S.  dollar.  Because we sell more in local  currencies  than we
purchase,  we have a net exposure to changes in the U.S. dollar's  strength.  To
buffer these  exchange rate  fluctuations,  we regularly  hedge a portion of our
foreign  currency  exposure.  But over the long  term,  our  reported  financial
results will generally be hurt by a stronger U.S.  dollar and helped by a weaker
U.S. dollar.

Not  surprisingly,  the global  economic  crisis has  curtailed  consumption  of
premium  spirits  brands in a number of ways.  In the U.S. and the U.K., we have
seen less activity in on-premise accounts such as bars, pubs, and restaurants as
consumers have shifted to more at-home consumption and dining. We have also seen
evidence of consumers  trading  down from  super-premium  and premium  brands to
popular and value-priced  brands. We have seen the switch to at-home consumption
and trading down in some other international markets.  Nevertheless,  we believe
the long-term  growth  potential  for premium  spirits  remains  positive due to
favorable  demographic  trends and continued consumer desire for premium brands.
This is particularly true in many emerging markets, where Western premium brands
are  aspirational.  But in the short  term,  we  believe  the  current  economic
contraction's duration and severity could constrain our performance.

Our Brands

Our strategic  platform for growing sales and earnings is based on expanding our
brands geographically, introducing new brand offerings, acquiring brands, taking
price increases,  and divesting non-core and  under-performing  assets. Over the
past several years, we have made  significant  advances in each area,  including
expanding  international sales,  continually developing new flavors in the vodka
and ready-to-drink (RTD) categories, acquiring the Casa Herradura tequila brands
and Chambord liqueur in fiscal 2007,  increasing prices  strategically  over the
last several  years,  and  completing  the  divesture  of our consumer  durables
business in fiscal 2007.

We built on this strategic  platform in fiscal 2009 by continuing  international
growth;  developing  new packaging  and flavors for a number of brands;  and, as
part of our ongoing review of our portfolio,  divesting our Italian wine brands,
Bolla and Fontana  Candida.  Depletions  (shipments  direct to retailers or from
distributors  to wholesalers  and  retailers) for our total brand  portfolio are
approaching 36 million  nine-liter  cases, and nine of our brands saw depletions
of more than 1 million nine-liter cases in fiscal 2009.

--------
(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. We believe providing
    underlying growth helps provide transparency to our comparable business
    performance.
                                       19


Jack Daniel's Tennessee Whiskey is the most important brand in our portfolio and
one of the largest,  most  profitable  spirits  brands in the world based on our
review of industry data. Global depletions for Jack Daniel's increased less than
1% in fiscal 2009 as the global recession affected key markets for the brand and
credit pressures resulted in significantly  lower retail inventory levels around
the world.  Essentially  flat  volumes in the U.S.  and declines in some Western
European  markets  were more than offset by  continued  solid  growth in Eastern
Europe, Australia, Southeast Asia, India, and Latin America.

Although the global  macroeconomic  environment  has reduced  demand for premium
spirits in some  markets,  we believe  the  positive  longterm  environment  for
premium spirits,  continued advertising and promotion support, and Jack Daniel's
iconic brand image will continue to drive the brand's sustained growth.  Because
Jack  Daniel's  generates a  significant  percentage  of our total net sales and
earnings,  it remains our primary focus,  vital to our overall  performance.  We
attribute  the  brand's  slower  growth in fiscal 2009  primarily  to the weaker
global economy.  But any significant declines in Jack Daniel's volume or selling
price,  particularly  over  an  extended  time,  could  materially  depress  our
earnings.  We  remain  encouraged  by the  brand's  resiliency  in the face of a
challenging  environment and its continued  development in emerging markets.  As
economies  slowly recover,  we anticipate a return to growth in the brand's more
established markets.

The Jack Daniel's  family of brands,  which  includes  Jack  Daniel's  Tennessee
Whiskey,  Gentleman  Jack,  Jack Daniel's  Single Barrel,  and Jack Daniel's RTD
products such as Jack Daniel's & Cola and Jack Daniel's Country Cocktails,  grew
volumes 2% globally.  Net sales on an  as-reported  basis declined 3% due to the
impact of a stronger U.S. dollar and lower  distributor  and trade  inventories.
But on a  constant-currency  basis,  net sales  increased 2%. Line extensions of
Jack Daniel's have continued to contribute to annual growth.  For instance,  our
repackaging of Gentleman Jack,  launched in fiscal 2007,  helped generate over a
20% increase in volume in fiscal 2009;  depletions are now  approaching  300,000
nine-liter  cases.  The dramatic  increase in taxes in Australia on RTD products
curtailed  the  profit  growth  of Jack  Daniel's  & Cola in  that  market,  but
globally,  our Jack Daniel's RTD  depletions  grew by 4% due to strong growth in
Germany. Australia is our single most important market for Jack Daniel's & Cola,
and the tax situation there remains uncertain.  At the end of last year, the 70%
RTD excise tax was repealed by the federal legislature but reinstituted recently
by the executive branch.  Jack Daniel's & Cola contributes  significantly to our
growth in the Asia Pacific region,  and a continued  unfavorable tax environment
would inhibit our near-term growth.

Finlandia is our  second-largest  brand by volume and an  important  part of our
overall brand portfolio.  Finlandia delivered volume growth of 7% in fiscal 2009
and surpassed the 3 million  nine-liter  case mark for the first time. Net sales
grew by 10% on an  as-reported  basis and by 12% on a  constant-currency  basis.
Finlandia's growth came from continued market penetration in Poland, Russia, and
other  Eastern  European  markets.  In contrast to Jack  Daniel's  and  Southern
Comfort, about 90% of Finlandia sales come from outside the U.S., providing both
geographic and portfolio diversification.

Southern Comfort is our  third-largest  brand. Its volumes declined 5% in fiscal
2009 after holding  steady in fiscal 2008. Net sales declined 11% in fiscal 2009
on a  reported  basis  and 3% on a  constant-currency  basis.  Many of  Southern
Comfort's key markets were significantly hurt by the global recession, including
the U.S.,  the U.K.,  Spain,  Ireland,  and South  Africa,  resulting in reduced
volumes.  Southern  Comfort has suffered from the  consumers'  shift toward more
off-premise  drinking  occasions,  where they are less likely to mix complicated
cocktails. We believe that the inventory reductions also hurt the brand's volume
and net sales for fiscal 2009.  Southern  Comfort's  long-term  success has been
built on  pricing,  innovative  packaging,  products,  and drink  offerings.  To
reinvigorate the brand's growth, we have developed new product offerings such as
ready-to-drink  and  ready-to-pour  Southern  Comfort  offerings to introduce in
early fiscal 2010.

In fiscal 2007,  we  significantly  broadened and  diversified  our portfolio by
acquiring the Casa Herradura brands, including el Jimador, Herradura, New Mix (a
tequila-based RTD product),  Antiguo,  and Suave 35. These brands have proven to
be a source of growth,  as depletions  increased by 6% in fiscal 2009. Net sales
declined   slightly  on  an   as-reported   basis  but  increased  by  6%  on  a
constant-currency   basis.   These  premium  tequila  brands  have  considerable
potential for future  growth  because they are strong  competitors  in a growing
category in the U.S. and the rest of the world  outside of Mexico,  and are only
now expanding their geographic footprint.

Depletions for our mid-priced  brands generally  declined in fiscal 2009. Fetzer
Valley Oaks, Korbel,  Canadian Mist, and Early Times all recorded declines - but
some of our wine offerings,  including Little Black Dress,  enjoyed good growth.
These  are  largely  off-premise  driven  brands in  fiercely  price-competitive
segments.  Although they may see some short-term  benefit from consumers trading
down in the current difficult economic environment, we expect longer-term growth
for most of these brands to be modest.

Our brands in the super-premium  price category continued to develop despite the
economic headwinds. Woodford Reserve, Gentleman Jack, Sonoma-Cutrer,  Tuaca, and
Bonterra all scored depletion gains in fiscal 2009. Chambord depletions declined
in volume  but grew net sales in the low  single  digits on a  constant-currency
basis.  Most  Chambord  is  consumed  on  premise,  so  demand  has been hurt by
consumers  dining out less.  But we are  encouraged by the  performance of these
small-but-growing   super-premium   brands  and   expect  to  see  more   growth
opportunities, particularly as the world economy recovers.

Our Route-to-Consumer Strategy

Introduced in 2003, the "Brown-Forman Arrow" summarizes our overall strategy. It
captures  our  overarching  objective  to "Be  the  Best  Brand  Builder  in the
Industry,  Period!" and the five supporting  imperatives that help us reach this
objective.

A critical  component of our brand-building  strategy is a multifaceted  program
designed to ensure that  consumers  can find our products  whenever and wherever
they can  choose a premium  beverage  alcohol  brand.  To  accomplish  this easy
access,  we use a variety of  distribution  models  around the world.  Among the
factors we consider in choosing  the  distribution  model for a given market are
(1) that market's long-term  attractiveness and competitive dynamics and (2) our
portfolio's  stage of development in that market.  Based on this assessment,  we
aim to choose the most appropriate  model to optimize our access to consumers in
that  market at that time.  Our  choice of model can  evolve as market  dynamics
change and as our portfolio matures.

                                       20


We own and  operate  our own  distribution  network  in a  handful  of  markets,
including Australia,  China, Poland, Mexico, Korea, the Czech Republic,  Taiwan,
and Thailand.  In these markets,  we sell our products directly to retail stores
or to wholesalers.  In the U.K. and Germany,  we partner with another  supplier,
Bacardi,  to sell a combined portfolio of our companies' brands. In the U.S., we
sell our  product to either  wholesalers  or, in states  that  directly  control
alcohol  sales,  state  governments  that  then  sell to  retail  customers  and
consumers.  In many  other  markets,  we rely  significantly  on  other  spirits
producers to distribute our products. While to date this has happened rarely, if
ever,  consolidation  among  wholesalers in the U.S. or spirits producers around
the world  could  hinder the  distribution  of our  products  in the future as a
result of reduced  attention to our brands,  the possibility that our brands may
comprise  a  smaller  portion  of  their  business,  or a  changing  competitive
environment.

In fiscal 2009, we  strengthened  our sales alliance with Bacardi in the U.S. by
expanding it to several more states. Focused sales teams within our distributors
in these  states  sell our  companies'  strong  portfolios  while  each  company
continues  its  own  unique  brand-building   initiatives  to  support  alliance
distributors.

After  reviewing  our  distribution  arrangements  in 12 markets in Central  and
Eastern Europe and Turkey,  we renewed some and replaced  others in fiscal 2009.
We believe  the new  distribution  arrangements  should  improve  our ability to
influence and access local  consumers.  In fiscal 2010, we expect to repeat this
review process in at least a dozen markets in Western  Europe,  Central  Europe,
and Russia  and in three  markets in Asia.  We expect to pursue  strategies  and
partnerships that will improve our in-market  brand-building efforts. But in the
short term, if changes are made to our route to consumers in a market,  we could
potentially experience temporary sales disruptions.

Our Competition

We operate in a highly  competitive  industry.  We compete  against many global,
regional,  and local brands in a variety of categories of beverage alcohol,  but
most of our brands  compete  primarily  in the  industry's  premium  end.  Trade
information  indicates  that we are one of the  largest  suppliers  of wine  and
spirits in the U.S. While the industry has  consolidated  considerably  over the
last decade,  the 10 largest global spirits  companies  control less than 15% of
the total global market for spirits, and in Asia their share is less than 3%. We
believe  that  the  overall  market  environment  offers   considerable   growth
opportunities for exceptional builders of premium wine and spirits brands.

Our Business Environment

We expect  long-term demand for wine and spirits to continue to grow in the U.S.
and our major  markets  outside the U.S. But our  near-term  view of the overall
business  environment  for many of our brands has been  tempered  by the current
global recession, which has decreased consumers' disposable income and increased
unemployment.  As a  result,  some  consumers  have  shifted  their  consumption
patterns  from  on-premise  to  off-premise,  hurting some of our  higher-priced
brands  that  skew  to the  on-premise  occasion.  We have  shifted  some of our
advertising and promotion  efforts to the off-premise  market and have developed
new product offerings,  such as ready-to-drink  and ready-to-pour  beverages for
convenient at-home consumption.

Recent trends also suggest that beverage  alcohol  consumers are trading down to
lower-priced brands, which could hurt the short-term  performance of many of our
brands.  We believe the demand for premium brands will accelerate once we emerge
from the global economic  downturn and,  despite our near-term  caution,  we are
encouraged by the favorable demographic trends in the U.S. over the next several
years.  In  addition,  we see enormous  potential  for our brands to grow in the
global  marketplace,  where our business today accounts for only 1% of the total
global market for wine and spirits.  Markets outside the U.S. accounted for only
about 20% of our net sales in fiscal 1995,  but today they account for over 50%.
We see great  opportunities  for growth  outside the U.S.,  not only in emerging
markets  (such as Brazil,  Russia,  Mexico,  and  China)  but also in  developed
markets (such as France and Australia).

PUBLIC  ATTITUDES;  GOVERNMENT  POLICIES.  Our  ability  to market  and sell our
products  depends heavily on society's  attitudes toward drinking and government
policies  that  flow from  them.  A number of  organizations  criticize  abusive
drinking and blame alcohol  manufacturers  for problems  associated with alcohol
misuse.   Specifically,   critics   incorrectly   say  that  alcohol   companies
intentionally  market their products to encourage  underage  drinking.  Legal or
regulatory measures directed in response against beverage alcohol (including its
advertising and promotion) could adversely affect our sales.

Illegal  alcohol  consumption  by underage  drinkers  and abusive  drinking by a
minority of adult  drinkers  give rise to public  issues of great  significance.
Alcohol  critics  seek  governmental  measures  to make  beverage  alcohol  more
expensive,  less available,  and more difficult to advertise and promote.  We do
not think these are good strategies. In our view, society is more likely to curb
alcohol abuse by better educating  consumers about beverage alcohol and moderate
drinking  than by  restricting  alcohol  advertising  and  sales or by  imposing
punitive taxes.

We strongly oppose underage and abusive drinking.  We are very careful to target
our  products  only  to  adults.  We have  developed  a  comprehensive  internal
marketing  code and also adhere to marketing and  advertising  guidelines of the
U.S. Distilled Spirits Council,  the Wine Institute,  and the European Forum for
Responsible  Drinking,   among  others.   Brown-Forman  contributes  significant
resources to The Century  Council,  an  organization  that we and other  spirits
producers  created in the early  1990s to combat  misuse of  alcohol,  including
drunk  driving  and  underage  drinking.  We  actively  participate  in  similar
organizations where they exist in our other primary global markets.

Regulatory  measures  currently are a particular  concern in Europe,  where many
countries are devoting increased attention to more restrictive alcohol policies.
The World Health Organization (WHO) has undertaken a major alcohol policy-making
process  intended to produce a global  strategy to combat the misuse of alcohol.
While the WHO's  global  strategy  will not carry the force of law, it is highly
influential, particularly in the developing world. We believe WHO alcohol policy
recommendations  will be taken  seriously and probably  adopted into law in many
WHO  member  states.  We are  committed  to  working  with the WHO  during  this
policy-making  process  to ensure  that its  global  strategy  is based on sound
science and  recognizes  the critical  distinction  between the use and abuse of
beverage alcohol.

POLICY OBJECTIVES. Broadly speaking, we seek two things:
1. recognition that beverage alcohol should be regarded like other products that
have inherent benefits and risks and
2. equal treatment for distilled spirits, wine, and beer - all forms of beverage
alcohol - by governments and their agencies.

We fully  acknowledge  that  beverage  alcohol,  when  misused  or  abused,  can
contribute  to social and  health  issues.  But we also  believe  strongly  that
beverage  alcohol should be viewed like other  consumer  products - such as food
and motor vehicles, any of which can be hazardous if misused. Our belief is that
beverage  alcohol  plays an important  part in  enriching  the lives of the vast

                                       21


majority  of those who  choose to drink.  That is why we  encourage  responsible
consumption  as we promote  our  brands.  And it is why we  discourage  underage
drinking and irresponsible  drinking,  including drunk driving.  We believe that
the optimal way to discourage  alcohol  misuse and abuse is by  partnering  with
parents, schools, law enforcement, and other concerned stakeholders.

Distilled  spirits,  wine,  and beer are all forms of beverage  alcohol,  and we
believe governments should treat them equally. But generally  (especially in the
U.S.),  distilled  spirits  are  taxed  far more  highly  than beer per ounce of
alcohol, and are subject to tighter restrictions on where and when consumers can
buy them.  Compared  with beer and wine,  distilled  spirits are also denied the
right to advertise in some venues.  Achieving greater cultural acceptance of our
products and parity with beer and wine in having  access to consumers is a major
goal and one we share with other distillers.  We seek fairer distribution rules,
such as Sunday  sales in those  U.S.  states  that  still ban them and laws that
permit product  tasting,  so that consumers can sample our products and buy them
more easily. We encourage rules that liberalize  international trade, so that we
can expand our  business  more  globally.  As we  explain  below,  we oppose tax
increases  that make our products  more  expensive  for  consumers,  and seek to
diminish the tax advantage that beer enjoys.

TAXES. Recent proposals in the U.S. to increase the taxes on beverage alcohol as
a source of new government revenue are of considerable concern. Beverage alcohol
is taxed  separately  and  substantially  through state and federal excise taxes
(FET), above and beyond corporate income taxes on their producers.  The U.S. FET
for spirits per ounce of pure alcohol is twice that for beer.  Besides placing a
disproportionate  tax burden on spirits,  any FET increase would have a negative
economic effect on the hospitality industry and its millions of workers.

In  2008,  only  three  of  the  top  10  global  spirits  companies  were  U.S.
companies.(2) Several former U.S.-based beverage companies have been acquired by
foreign companies over the years and shifted employment and trademark  ownership
to countries with more  favorable tax regimes.  We estimate that our fiscal 2010
effective  corporate  income  tax rate  will be over  32%,  compared  to  recent
effective rates ranging from 10.6% to 25% for our largest  foreign  competitors.
Current  discussions in the U.S.  Congress about  decreasing or eliminating  the
ability of U. S.  companies  to get a tax credit for foreign  taxes paid and the
ability to defer the U.S.  deduction  of expenses  incurred in  connection  with
foreign  investments in other countries could make this disadvantage  bigger and
further damage the global competitiveness of U. S. companies such as ours.

The U.S. Congress is also considering the repeal of the LIFO (last-in first-out)
treatment  of  inventory,  an accepted  accounting  practice in the U.S.  for 70
years.  LIFO is designed to minimize  artificial  inflation gains and accurately
reflect  replacement costs. We strongly oppose this repeal. LIFO is particularly
important to companies  like  Brown-Forman,  whose aging  process  requires some
distilled  spirits to be held in inventory  for several years before being sold.
As proposed,  LIFO repeal would also result in an  unprecedented  "recapture" of
tax benefits received in prior years - in effect, a retroactive tax increase.

Increased  tax  rates  and  tax law  changes  are  risks  we face in many of our
international  markets as well.  As our sales around the world  continue to grow
and tax regimes in  international  markets become  increasingly  onerous for our
business and products,  our exposure to tax changes in other  countries  becomes
more pronounced. For instance, in April 2008, the Australian government suddenly
imposed a 70% excise tax increase on spirits-based RTD products. We successfully
shifted some sales to our regular proof products and changed our product formula
to a less  tax-penalized  one, but this massive tax increase hurt our Australian
business and our overall global profit.

FOREIGN EXCHANGE RATES. Foreign currencies' strength relative to the U.S. dollar
affects  sales  and the cost of  purchasing  goods  and  services  in our  other
markets.  This year, a stronger U.S.  dollar hurt our earnings,  particularly in
the U.K.,  Europe,  and  Australia.  Although we have hedged the majority of our
exposure  to foreign  exchange  fluctuations  in 2010 by entering  into  foreign
currency  forwards  and option  contracts,  our earnings are expected to be hurt
when compared to fiscal 2009 due to the rapid, significant  strengthening of the
dollar  in  fiscal  2009  before  we  entered  into  most of our  current  hedge
contracts. In addition, if the U.S. dollar again appreciates significantly,  the
effect on the unhedged portion would hurt our reported results.

Our Fiscal 2010 Earnings Outlook

We face the most challenging and uncertain  economy in decades,  and in the near
term we expect the global  economic  environment to remain weak and consumers to
remain  wary.  As a result,  we are not planning for much change in fiscal 2010.
Several  factors are out of our control,  including  the health of the financial
markets and volatility in foreign exchange. So we are focusing on factors we can
control, setting priorities to drive growth and position ourselves well once the
economy recovers.  We will be striving to improve the productivity of all of our
investments in every aspect of our business by allocating  resources to maximize
growth and accelerating innovation.

We are projecting  modest  underlying  growth in operating income in fiscal 2010
despite  our  expectation  that the  consumer  environment  will  continue to be
challenging.  We expect the dramatic  strengthening of the U.S. dollar that took
place in the middle of 2009 to erode our reported  results in fiscal 2010.  More
specifically, recent spot rates for the U.S. dollar could reduce our fiscal 2010
earnings by $0.12 per share (net of hedged foreign currency exposures), compared
to our  earnings in fiscal 2009.  Continued  volatility  in the global  economic
environment  could further dampen consumer demand and foreign exchange rates. We
are  uncertain  as to how  sustained  credit and cash  pressures  may affect the
purchasing  behavior of our distributor  partners and retailers this year. Given
these uncertainties, we are expecting our fiscal 2010 diluted earnings per share
to be in the range of $2.60 to $3.00, compared to fiscal 2009 earnings per share
of $2.87. We believe the improvement or deterioration of the global economic and
consumer  environment,  and the related retail and distributor response, as well
as foreign currency  fluctuations,  will most likely affect the company's actual
performance within this range.

Although our near-term  underlying  growth  expectations  are modest,  we remain
confident  about the future of our brands and our company.  We are  committed to
outperforming  our competitors and we expect to emerge from this economic crisis
as an even stronger company.

RESULTS OF OPERATIONS

Our total diluted earnings per share was $2.87 in fiscal 2009, all of which came
from  continuing  operations.  The  discussion  of our results  from  continuing
operations  below  relates  exclusively  to our beverage  alcohol  business.  It
excludes the results related to our former consumer durables  segment,  which we
have  segregated   from  continuing   operations  and  present  as  discontinued
operations for all periods presented.  See "Discontinued  Operations," Note 2 to
the accompanying consolidated statements.

--------
(2) The top 10 companies in 2008 were Diageo (UK), Pernod (France), United
    Spirits (India), Bacardi (Bermuda), Fortune Brands (U.S.), Brown-Forman
    (U.S.), Constellation Spirits (U.S.), Gruppo Campari (Italy), Suntory
    (Japan), and Belvedere Group (France).  Source: Impact Databank,
    November 15, 2008.
                                       22


CONTINUING OPERATIONS

Our beverage alcohol business  includes strong brands  representing a wide range
of varietal  wines,  champagnes,  and spirits such as whiskey,  bourbon,  vodka,
tequila,  and  liqueurs.  The largest  market for our brands is the U.S.,  which
generally  prohibits wine and spirits  manufacturers from selling their products
directly to consumers.  Instead, we sell our products to wholesale  distributors
or state-owned operators,  who then sell the products to retailers,  who in turn
sell to consumers.  We use a similar tiered  distribution system in many markets
outside  the U.S.,  but we  distribute  our own  products  in  several  markets,
including Australia,  China, Poland, Mexico, Korea, the Czech Republic,  Taiwan,
and Thailand.

Distributors and retailers  normally keep some of our products in inventory,  so
retailers can sell more (or less) of our products to consumers than distributors
buy from us during any given period.  Because we generally  record revenues when
we ship our products to distributors,  our sales for a period do not necessarily
reflect actual consumer  purchases  during that period.  Ultimately,  of course,
consumer demand is critical in understanding the underlying health and financial
results of our brands and business. The beverage alcohol industry generally uses
"depletions"  (defined on page 19) to approximate  consumer demand.  We also use
syndicated  data and  monitor  inventory  levels  in the trade to  confirm  that
depletions accurately represent consumer demand.

Fiscal 2009 Compared to Fiscal 2008

Net sales of $3.2 billion decreased 3%, or $90 million, compared to net sales in
fiscal 2008. The most  significant  factor lowering our annual net sales was the
stronger U.S. dollar, which reduced our net sales by over $150 million.  Despite
this foreign exchange headwind and a difficult  environment in several countries
in Western Europe where our net sales  declined,  our net sales outside the U.S.
still  constitute more than half (52%) of total sales.  Just 10 years ago, sales
outside the U.S.  constituted only about 25% of our total sales.  This expansion
in sales outside the U.S.  reflects the  execution of our  strategic  initiative
from the mid-90s to expand our  international  footprint by growing our existing
portfolio and acquiring other brands.

The major factors driving our fiscal 2009 change in net sales were:

                                                Change
                                               vs. 2008

Underlying change in net sales:                    3%
   Net price/mix                  3%
   Volume                         0%
Australia excise tax increase                      1%
Estimated net change in distributor inventories   (1%)
Discontinued agency brands                        (1%)
Foreign exchange                                  (5%)
                                                 -----
Reported change in net sales                      (3%)
                                                 =====

In the table above,  "Australia  excise tax increase"  refers to the  additional
revenue  collected  due to  the 70%  increase  in excise  tax on  ready-to-drink
products in  Australia,  implemented  on April 27,  2008.  Because net sales are
recorded including excise tax, we believe  separately  identifying the effect of
this item helps explain our sales trends.

"Estimated  net  change in  distributor  inventories"  refers  to the  estimated
financial  impact of changes  in  distributor  inventories  for our  brands.  We
compute this effect using our estimated depletion trends and separately identify
distributor  inventory  changes  in our  explanation  of  changes  for  our  key
measures.  Based on the estimated depletions and the fluctuations in distributor
inventory levels, we then adjust the percentage variances from the prior year to
the current year for our key measures.  We believe  separately  identifying  the
impact  of this  item  helps  to  explain  how  varying  levels  of  distributor
inventories can affect our business.

"Discontinued  agency  brands"  refers  primarily  to  agency  brands  Appleton,
Amarula,  Durbanville  Hills,  and Red Bull,  which exited our portfolio  during
fiscal 2008.

"Foreign  exchange"  refers to net gains or losses  resulting from our sales and
purchases in currencies other than the U.S. dollar.  We disclose this separately
to explain our business changes on a constant-currency  basis,  because exchange
rate  fluctuations  can  distort the  underlying  growth of our  business  (both
positively  and  negatively).  To  filter  out the  effect of  foreign  exchange
fluctuations,  we translate  current year results at prior-year rates. In fiscal
2009,  the stronger  U.S.  dollar hurt our net sales,  gross  profit,  operating
income, and earnings per share but helped our advertising and selling,  general,
and administrative  expenses.  Although foreign exchange volatility is a reality
for  a  global  company,  we  routinely  review  our  company  performance  on a
constant-currency  basis. We believe separately  identifying  foreign exchange's
effect on major line items of the consolidated statement of operations makes our
underlying business performance more transparent.

The primary drivers  contributing to our 3% underlying  growth in net sales were
the brands Jack Daniel's Tennessee Whiskey,  Finlandia,  Gentleman Jack, and New
Mix, and the geographies of Poland,  Australia,  the U.K., Mexico, the U.S., and
Russia.  Higher used barrel sales also  contributed  to the underlying net sales
growth.  The following  discussion  provides more detail of our volume and sales
changes for the year.

Global  depletion volume for Jack Daniel's  Tennessee  Whiskey grew for the 17th
consecutive year, though only modestly;  the brand's growth rate of less than 1%
is the lowest in over 15 years. Several key Jack Daniel's markets saw volumetric
declines  due in part to the  effects  of the  global  economic  downturn.  Most
affected were our travel retail channel, South Africa, and some Western European
markets,  including  Germany,  Italy,  and  Spain.  In the  U.S.,  despite  flat
depletions,  consumer  takeaway trends  (according to National  Alcohol Beverage
Control  Association  (NABCA) data for the 12 months  ending April 2009) reflect
modest volume  growth for the brand,  at nearly 2%. The  difference  between our
depletion  results and these takeaway trends implies a significant  reduction in
retail inventory levels for the fiscal year.

Further,  the overall distilled  spirits category in the U.S.  continued to grow
during fiscal 2009. U.S.  industry trends,  as measured by NABCA data,  indicate
total  distilled  spirits  volume grew 3.3% for the 12 months  ending  April 30,
2009,  while Jack  Daniel's  grew  approximately  2% for the same  period.  Jack
Daniel's  outperformed  its major  competitors and on a dollar basis grew 4% for
the year, consistent with the growth in total distilled spirits.

Consumer demand continued to expand for this iconic,  authentic American whiskey
in several international markets, including Australia (where the brand surpassed
300,000 nine-liter cases),  France, Poland,  Canada,  Romania,  Mexico, and many
markets in Southeast Asia and Latin America.  The brand's largest market outside
the U.S.,  the U.K.,  experienced  1%  growth in  depletions  and is nearly at a
record 1 million nine-liter case mark. Reported net sales for the brand globally
declined in the low single digits, but on a  constant-currency  basis, the brand
grew net sales in the low single digits.

Performance  for the rest of the Jack  Daniel's  family  of  brands  was  solid.
Depletions  for  Gentleman  Jack,  one  of  the  fastest-growing  brands  in our

                                       23


portfolio,  increased by more than 20% in fiscal 2009, with volumes  approaching
300,000 nine-liter cases. Gentleman Jack's net sales grew at a double-digit rate
on both an as-reported and  constant-currency  basis. A major increase in excise
taxes  in  Australia  on  ready-to-drink  products  significantly  affected  the
profitability  of Jack  Daniel's & Cola in that  market.  Globally,  the brand's
depletions (which are quickly approaching 2.4 million nine-liter cases) grew 6%,
fueled by strong gains in Germany.

Finlandia  continued  to be a major driver of growth in net sales in fiscal 2009
and a growing contributor to our international expansion. Global volumes grew 7%
in fiscal 2009,  passing the 3 million  nine-liter case mark for the first time.
Net sales  advanced 10% on an as-reported  basis and 12% on a  constant-currency
basis for the fiscal year, reflecting both volume and pricing gains. Finlandia's
growth was led by continued market  penetration in Eastern Europe,  particularly
in Poland,  the brand's  largest  market (where we sell over 900,000  nine-liter
cases), and in Russia (where we sell over 200,000 nine-liter cases).

Southern  Comfort's global depletions  declined 5% in fiscal 2009, while its net
sales declined 11%,  reflecting the negative effect of the stronger U.S. dollar.
Most of the brand's key markets were adversely  affected by the global recession
and by  declining  on-premise  trends,  including  the U.S.,  the  U.K.,  Spain,
Ireland, and South Africa, where volumes dropped. But the brand's second-largest
market outside the U.S., Australia,  experienced  double-digit depletion growth.
To  reinvigorate  Southern  Comfort's  growth in fiscal 2010, we are introducing
three new product offerings,  including  ready-to-pour and  ready-to-drink  line
extensions:  Southern  Comfort  Hurricane and Southern Comfort Sweet Tea for the
U.S. market and Southern Comfort Lemonade and Lime for the U.K. market.

In fiscal 2007, we significantly expanded and diversified our portfolio with the
acquisition  of the Casa  Herradura  brands.  These  brands  have proven to be a
source of growth,  with  depletions  increasing by 6% in fiscal 2009.  Net sales
declined   slightly  on  an   as-reported   basis  but  increased  by  6%  on  a
constant-currency  basis.  We believe  these  premium  brands have  considerable
potential for future  growth  because they are strong  competitors  in a growing
category and are only now expanding their geographic footprint.

Overall  depletion  and net sales  performance  were mixed for our other brands.
Despite  economic  headwinds and some  consumers  trading  down,  several of our
super-premium priced brands registered depletion gains in fiscal 2009, including
Woodford Reserve, Sonoma-Cutrer, Tuaca, and Bonterra. Fetzer Valley Oaks, Korbel
California  Champagnes,   Canadian  Mist,  and  Early  Times  all  recorded  low
single-digit percentage depletion declines in fiscal 2009.

This table highlights our major brands'  worldwide  depletion results for fiscal
2009:
                        Nine-Liter       % Change
                       Cases (000s)      vs. 2008
                       ------------     -----------

 Jack Daniel's            9,475              0%
 New Mix RTDs(1)          4,635              7%
 Jack Daniel's RTDs(2)    3,405              4%
 Finlandia                3,030              7%
 Southern Comfort         2,335             (5%)
 Fetzer Valley Oaks       2,295             (3%)
 Canadian Mist            1,850             (2%)
 Korbel Champagnes        1,290             (1%)
 el Jimador               1,050              3%

 (1) New Mix is a tequila-based RTD brand we acquired in January 2007 as part
     of the Casa Herradura acquisition, currently sold only in Mexico.
 (2) Jack Daniel's RTD products include all ready-to-drink line extensions
     of Jack Daniel's such as Jack Daniel's & Cola and Jack Daniel's Country
     Cocktails.

Gross profit declined 7%, or $118 million.  Two factors  accounted for more than
three-fourths of this decline: (1) the stronger U.S. dollar, which lowered gross
profit  nearly $70  million,  and (2) a $22  million  non-cash  agave  inventory
write-down included in cost of sales. As we reported in our Form 10-Q filings in
fiscal 2009,  some of our agave fields  suffered  abnormally  high mortality and
disease  levels,  reducing  the  expected  yield by an  estimated  $22  million.
Although we based this provision on our best estimate,  actual  inventory losses
could be significantly different.  Higher-than-predicted  inventory losses could
materially impair our results of operations and financial condition. As of April
30, we believe our estimate to be adequate.

Reductions in distributor inventory levels and lost gross profit associated with
terminated  agency  relations  also  reduced  gross  profit  for the  year.  Our
underlying  change  in gross  profit  for the year was flat.  It  lagged  the 3%
increase in underlying  net sales growth due in part to  incremental value-added
packaging costs, higher grain and fuel costs, and shifts in brand and geographic
mix. The table below  summarizes  the major  factors  that reduced  gross profit
growth for the year.
                                                Change
                                               vs. 2008

Underlying change in gross profit                  0%
Estimated net change in distributor inventories   (1%)
Discontinued agency brands                        (1%)
Non-cash agave inventory writedown                (1%)
Foreign exchange                                  (4%)
                                                 -----
Reported change in gross profit                   (7%)
                                                 =====

In this table, "Non-cash agave inventory writedown" refers to an abnormal number
of agave  plants  identified  early in fiscal  2009 as dead or  dying.  Although
agricultural  uncertainties  are inherent in any business that includes  growing
and harvesting raw materials,  we believe that the magnitude of this item in the
fiscal year distorts the underlying trends of our business.

Gross margin  (gross  profit as a percent of net sales)  declined  from 51.6% to
49.4% for the year, mostly attributable to five factors:
(1) The non-cash agave inventory writedown (which depressed our gross margin
    0.7% points)
(2) Australia's 70% increase in excise tax on ready-to-drink products, which
    increased both our net sales and our costs of sales by the same amount
(3) Increased value-added packaging costs
(4) Higher costs of grain and fuel
(5) Shifts in brand and geographic mix

Advertising expenses were down $32 million, or 8%, due in part to the absence of
spending  behind  agency and  Italian  wine brands  that we no longer  sell.  In
addition, the stronger U.S. dollar contributed  significantly to the decrease in
spending for the year. Overall advertising spending on a constant-currency basis
(excluding  the  effect  of  discontinued  brands)  was  modestly  down,  as  we
reallocated  our  spending and adjusted  our  promotional  mix to those  brands,
markets,  and channels  where  consumers  and the trade were most  responsive to
investments in this challenging, volatile economic environment.

                                       24


                                                Change
                                               vs. 2008

Discontinued agency brands                        (1%)
Divestiture of Italian wine brands                (1%)
Underlying change in advertising                  (2%)
Foreign exchange                                  (4%)
                                                 -----
Reported change in advertising                    (8%)
                                                 =====

Fiscal 2009 advertising excluded increased spending for value-added packaging of
approximately  $13  million  (reflected  in  cost  of  sales  in  our  financial
statements)  and selective  consumer price  promotion  (reflected in net sales).
Both of these costs are a form of advertising.  Considering  these  reallocation
decisions, overall investments behind our brands were again up in fiscal 2009.

Selling,  general, and administrative  (SG&A) expenses decreased $44 million, or
7%, influenced by these factors:
                                                Change
                                               vs. 2008

Early retirement/workforce reduction charge        2%
Transition expenses for acquisitions              (1%)
Foreign exchange                                  (3%)
Underlying change in SG&A                         (5%)
                                                 -----
Reported change in SG&A                           (7%)
                                                 =====

This 5%  underlying  decline in SG&A expenses  reflects our tight  management of
discretionary  expenses,  lower  performance-related  costs (including incentive
compensation),  and the  leveraging of  incremental  investments  made in recent
years to support our global  route-to-market  efforts.  The $12  million  charge
incurred in fiscal 2009 resulting from cost-cutting measures (including an early
retirement program and a workforce reduction action) are expected to position us
for both the  difficult  times we are  confronting  today and the  uncertain and
challenging  environment  that we anticipate in fiscal 2010. In the table above,
"Transition  expenses for acquisitions"  refers to  transition-related  expenses
associated with the acquisition of Casa Herradura brands in 2007.

                  Long-term Operating Expense Investment Trends
                          (Compound Annual Growth Rate)

                                   Advertising          SG&A
35-year since 1974                      9%                8%
25-year since 1984                      7%                7%
15-year since 1994                      7%                8%
10-year since 1999                      7%                7%
 5-year since 2004                      8%                8%


Other income increased $18 million in fiscal 2009, due primarily to the $20
million gain we realized on the sale of Bolla and Fontana Candida Italian wine
brands to Gruppo Italiano Vini. The decision to sell these brands reflects our
evolving portfolio strategy and a continuation of our efforts to focus our time
and resources on the best opportunities for growth and shareholder returns.

Operating income for fiscal 2009 decreased 4%, or $24 million.  Operating income
was hurt by:
 - the stronger U.S. dollar (which reduced operating income nearly $30 million),
 - the $22 million pre-tax non-cash charge related to an abnormal number of
   agave plants identified during the year as dead or dying,
 - the $12 million of one-time costs associated with our early retirement
   program and workforce reduction actions taken during the year, and
 - a net reduction in distributor inventory levels and the loss of income from
   discontinued agency brands.

Operating income benefitted from the $20 million net gain recognized on the sale
of our Italian wine brands, lower transition expenses associated with our fiscal
2007 acquisition of Casa Herradura,  and underlying operating income growth from
the business.

The chart below  summarizes  the major  factors  driving the change in operating
income for the year and identifies our  underlying  operating  income growth for
fiscal 2009 of 4%. While lower than our growth rate in recent  years,  this rate
is still strong - particularly in light of the global  economic  downturn - and,
we believe in the top tier of our key competitor set performance.

                                                Change
                                               vs. 2008

Underlying change in operating income              4%
Divestiture of Italian wine brands                 3%
Transition expenses for acquisitions               1%
Discontinued agency brands                        (1%)
Estimated net change in distributor inventories   (2%)
Early retirement/workforce reduction charge       (2%)
Non-cash agave inventory write-down               (3%)
Foreign exchange                                  (4%)
                                                 -----
Reported change in operating income               (4%)
                                                 =====

Positive factors  influencing our underlying  growth in operating income for the
year include:
 - higher consumer demand for Jack Daniel's Tennessee Whiskey in several
   markets;
 - continued expansion of Finlandia in Eastern Europe;
 - gains for several other brands, including New Mix, Gentleman Jack,
   Sonoma-Cutrer, Tuaca, and Little Black Dress wines;
 - higher used barrel sales;
 - lower operating expenses due to tight management of discretionary
   expenses; and
 - lower performance-related costs such as incentive compensation.

These positive  factors were  partially  offset by a volume decline for Southern
Comfort  globally,  volume  declines for Jack Daniel's in some Western  European
markets, lower profits for Jack Daniel's & Cola in Australia after an excise tax
increase,  and  higher  costs of goods  due in part to  incremental  value-added
packaging costs and input costs.

                                       25


Operating  margin  (operating  income divided by net sales)  remained  strong at
20.7%, consistent with fiscal 2008 despite the 2.2-point decline in gross margin
from 51.6% to 49.4%. In fiscal 2009, we reallocated our mix of spending to where
we believe the consumer and trade are most responsive to investments,  including
value-added   gift  packaging   (reflected  in  cost  of  goods)  and  selective
discounting programs (reflected in net sales). As a result, we believe operating
margin is a more  appropriate  year-over-year  measure of our  performance  than
gross margin.

Interest  expense  (net)  decreased  by $10  million  compared  to fiscal  2008,
reflecting  both a shift from debt with  higher  fixed  rates to debt with lower
variable rates and an overall reduction in debt levels.

The effective  tax rate  reported in fiscal 2009 was 31.1%  compared to 31.7% in
fiscal 2008. During fiscal 2009, we lowered our effective tax rate by using part
of a capital loss carryforward from the sale of Lenox Inc. to eliminate the gain
realized  from the sale of Italian wine brands in December  2008.  This positive
factor was  partially  offset by a decrease in the benefit  that we receive from
income  earned by our  foreign  subsidiaries  that have lower tax rates than the
U.S.  rate,  primarily  due to the lower tax benefit on the  provision for agave
losses.

Diluted  earnings per share  reached a record  $2.87 in fiscal 2009,  up 1% over
fiscal  2008.  Performance  for the year was  helped  by  underlying  growth  in
operating  income,  the gain on the sale of Italian wine brands,  a reduction of
net interest expense,  a lower effective tax rate, and fewer shares  outstanding
after  share  repurchases.  Reported  earnings  were  hurt  by  the  significant
strengthening of the U.S. dollar, the write-down of agave inventory, a reduction
in distributor  and trade  inventory  levels,  and a charge  associated with the
early retirement program and reduction in workforce.

BASIC AND DILUTED EARNINGS PER SHARE. In Note 16 to our  consolidated  financial
statements,  we describe  our 2004  Omnibus  Compensation  Plan and how we issue
stock-based  awards  under it. In Note 1, under  "Stock-Based  Compensation"  we
describe how the plan is designed to avoid diluting earnings per share.

Fiscal 2008 Compared to Fiscal 2007

Net sales increased 17%, or $476 million,  fueled by an accelerating  demand for
our brands  (especially  outside  the U.S.),  the effect of the  acquisition  of
Chambord and Casa Herradura  brands,  and the benefits of a weaker U.S.  dollar.
Jack  Daniel's  registered  growth  for the 16th  consecutive  year,  as  demand
expanded more than 4% globally, adding 375,000 nine-liter cases, reaching nearly
9.5 million  nine-liter  cases. Jack Daniel's  ready-to-drink products grew 10%,
passing the 3 million  nine-liter  case mark on the strength of Jack  Daniel's &
Cola sales in Australia.  Gentlemen  Jack was the  fastest-growing  brand in our
portfolio,  growing over 40% with  volumes well in excess of 200,000  nine-liter
cases in fiscal 2008. For the second consecutive year,  worldwide depletions for
Finlandia  grew 16%,  fueled by volume  growth in Poland  (the  brand's  largest
market) and Russia.  Southern Comfort worldwide depletions were flat, with solid
volume gains in the U.K. offset by low single-digit  percentage  declines in the
U.S.  Overall  volume  performance  during  fiscal  2008 was mixed for the other
brands in our  portfolio.  Bonterra,  Chambord,  Woodford  Reserve,  and Sonoma-
Cutrer  experienced  high  single-digit  or double-digit  percentage  increases.
Fetzer  Valley  Oaks  and  Korbel  California  Champagnes  saw  low single-digit
percentage  depletion  growth.  Canadian Mist,  Bolla,  and Early Times recorded
modest depletion declines.

Gross  profit grew $214  million,  or 14%.  This growth  resulted  from the same
factors that  generated  revenue  growth.  Gross margin  declined  from 52.8% in
fiscal 2007 to 51.6% in fiscal  2008.  The major reason for this decline was the
full-year  effect of lower  gross  margins  earned in Mexico for  Herradura,  el
Jimador, New Mix, and agency brands acquired during the Casa Herradura purchase.
Gross  margins for the year were also  suppressed  by high raw material and fuel
costs,  which were nearly offset by price  increases on several of our brands in
selected markets.

Advertising  expenses  increased  $54 million,  or 15%,  reflecting  incremental
spending behind Jack Daniel's,  Southern Comfort,  Finlandia,  and other brands,
including Woodford Reserve,  Bonterra,  and  Sonoma-Cutrer,  and spending behind
acquired brands (Chambord and the Casa Herradura brands). The negative impact of
a weaker U.S. dollar contributed to the increase in advertising spending for the
year.

Selling,  general,  and administrative  expenses increased $57 million,  or 10%,
driven primarily by the full-year effect of acquisitions along with inflation on
salary and related expenses.

Amortization  expense  increased $3 million in fiscal 2008.  The increase in the
amortization expense for fiscal 2008 reflects the 12 full months of amortization
of the cost of the U.S.  distribution rights for the Herradura brand compared to
the last three months of fiscal 2007.

Other income  decreased $17 million in fiscal 2008, due primarily to the absence
of an $11 million  gain we  recognized  in fiscal 2007 on the sale of an Italian
winery used in producing  Bolla wines to Gruppo  Italiano Vini (GIV).  The Bolla
brand  remained part of our portfolio  until it was sold to GIV in December 2008
in a separate agreement.

Operating  income  reached $685 million in fiscal 2008,  an  improvement  of $83
million,  or 14%,  resulting  primarily from increased  consumer demand for Jack
Daniel's  Tennessee Whiskey,  Jack Daniel's & Cola, and Finlandia  (particularly
outside the U.S.), and excellent growth in the U.S. for Gentleman Jack. Improved
volumes and profits from several  other  brands  (largely  focused in the U.S.),
including Bonterra,  Jack Daniel's Single Barrel,  Woodford Reserve,  and Tuaca,
also  contributed  to operating  income  growth.  Additionally,  benefits from a
weaker U.S.  dollar and the  incremental  profits  from the Casa  Herradura  and
Chambord acquisitions in fiscal 2007 boosted  year-over-year growth in operating
income.  On a dollar  basis,  price  increases  on  selected  brands in selected
markets offset the rising costs of raw materials and fuel and contributed to the
growth in operating income for the year. Comparisons to the prior year were also
affected by the absence of an $11 million gain  recognized in fiscal 2007 on the
sale of winery assets.

Interest expense (net) increased $25 million compared to fiscal 2007,  primarily
reflecting the financing of the Casa Herrudura acquisition.

Effective tax rate in fiscal 2008 was 31.7%,  unchanged from fiscal 2007. During
fiscal 2008, our effective tax rate was favorably affected by an increase in the
net reversal of previously  recorded income tax provisions for items effectively
settled,  compared to the prior year. This positive factor was offset  primarily
by additional taxes related to a tax law change in Mexico (effective  January 1,
2008) and the absence of benefits  received in fiscal 2007 from  investments  in
tax-exempt securities.

                                       26


Diluted  earnings per share  increased 10% to $2.84 in fiscal 2008.  This growth
resulted from the same factors that generated operating income growth, though it
was tempered by higher  interest  expense  related to the  financing of the 2007
acquisition of Casa Herradura.

OTHER KEY PERFORMANCE MEASURES

Our  primary  goal is to  increase  the  value of our  shareholders'  investment
consistently  and  sustainably  over the long term.  We believe  that  long-term
relative  performance  of our  stock  is a good  indication  of our  success  in
delivering attractive returns to shareholders.

TOTAL SHAREHOLDER  RETURN. An investment made in Brown-Forman Class B stock over
terms of one, three,  five, and 10 years would have  outperformed the returns of
the total S&P 500 over the same periods.  Specifically, a $100 investment in our
Class B stock on April 30, 1999, would have grown to  approximately  $195 by the
end of fiscal 2009, assuming reinvestment of all dividends and ignoring personal
taxes and transaction costs. This represents an annualized return of 7% over the
10-year  period,  compared to a 2% annualized  decrease for the S&P 500. While a
more recent  investment in  Brown-Forman  would have declined over the past year
due to the global economic  crisis and its effect on global equity markets,  the
rate of decline of 13% over the one-year  period ended April 30, 2009,  compared
favorably to a 35% decline for the S&P 500.


               Compound Annual Growth in Total Shareholder Return
                  (as of April 30, 2009, dividends reinvested)

                               1 Year       3 Years       5 Years      10 Years

Brown-Forman Class B shares     (14%)         (5%)           7%            7%
S&P 500 index                   (37%)        (11%)          (3%)          (3%)


RETURN ON AVERAGE  INVESTED  CAPITAL.  Our return on  average  invested  capital
remains healthy,  particularly considering current market conditions.  While our
return of 15.9% was down  moderately  compared  to that of the two prior  fiscal
years,  our return  outpaced  those of our major wine and  spirits  competitors.
While our average  invested  capital was flat in fiscal 2009  compared to fiscal
2008, our reported earnings declined due primarily to a stronger U.S. dollar. We
expect our return on average  invested capital to remain  essentially  unchanged
next fiscal year but to increase over the long term,  given our positive outlook
for earnings growth and careful management of our investment base.

Return on Average Invested Capital:

   Fiscal 2007     17.4%
   Fiscal 2008     17.2%
   Fiscal 2009     15.9%


LIQUIDITY AND CAPITAL RESOURCES

Our ability to  consistently  generate  cash from  operations is one of our most
significant  financial  strengths.  Our  strong  cash  flows  enable  us to  pay
dividends,  pursue brand-building programs, and make strategic acquisitions that
we believe will enhance  shareholder value.  Investment grade ratings of A2 from
Moody's and A from Standard & Poor's provide us with financial  flexibility when
accessing global credit markets.  We believe cash flows from operations are more
than adequate to meet our expected operating and capital requirements.

Cash Flow Summary
(Dollars in millions)                      2007        2008        2009
                                          ------      ------      ------
Operating activities                      $ 355       $ 534       $ 491

Investing activities:
   Acquisitions                          (1,045)          2          --
   Sale of discontinued operations           12          --          17
   Net (purchase) sale of short-term
    securities                               74          86          --
   Additions to property, plant,
    and equipment                           (58)        (41)        (49)
   Other                                    (21)        (19)         (5)
                                          ------      ------      ------
                                         (1,038)         28         (37)
Financing activities:
   Net (repayment) issuance of debt         597        (172)         (4)
   Acquisition of treasury stock             --        (223)        (39)
   Special distribution to stockholders      --        (204)         --
   Dividends paid                          (143)       (158)       (169)
   Other                                     33          21          (4)
                                          ------      ------      ------
                                            487        (736)       (216)
                                          ------      ------      ------
Foreign exchange effect                       4          10         (17)
                                          ------      ------      ------
Change in cash and cash equivalents       $(192)      $(164)      $ 221
                                          ======      ======      ======

Cash  provided by  operations  was $491 million in fiscal 2009  compared to $534
million in fiscal  2008.  This 8% decrease  primarily  reflects the absence of a
refund  of  value-added  taxes  related  to the  acquisition  of Casa  Herradura
received  in  fiscal  2008  and a  reduction  in net  income  due in part to the
appreciation of the U.S. dollar during fiscal 2009.

                                       27


Cash used by investing  activities in fiscal 2009 increased $65 million compared
to fiscal 2008,  largely reflecting our liquidation of $86 million of short-term
investments last year.

Cash  used  for  financing  activities  decreased  by  $520  million,  primarily
reflecting (1) the $204 million  special  distribution  to  shareholders  in May
2007, (2) a $168 million net decrease in debt repayments, and (3) a $184 million
decrease in share repurchases of our common stock compared to fiscal 2008.

In comparing fiscal 2008 with fiscal 2007, cash provided by operations increased
$179  million,  reflecting  higher  earnings and a reduction in working  capital
requirements.  Cash provided by investing  activities  increased  $1,066 million
compared  to  fiscal  2007,  reflecting  the $794  million  acquisition  of Casa
Herradura  (including fees) in January 2007 and the $251 million  acquisition of
Chambord in May 2006.  Cash used for  financing  activities  increased by $1,223
million,  reflecting a $769 million increase in net debt repayments  compared to
fiscal 2007, a $204 million  special  distribution  to shareholders in May 2007,
and the repurchase of $223 million of our common stock during fiscal 2008.

                          Fiscal 2009 Cash Utilization

Sources of Cash:
   Operating activities                     $491
   Proceeds from sale of trade names          17

Uses of Cash:
   Dividends                                $169
   Capital spending (including software)      54
   Share repurchases                          39
   All other, net                              8


CAPITAL  EXPENDITURES.  Investments in property,  plant,  and equipment were $58
million in fiscal 2007,  $41 million in fiscal  2008,  and $49 million in fiscal
2009.  Expenditures over the three-year period included investments to maintain,
expand, and improve production efficiency, and to build our brands.

We expect capital expenditures for fiscal 2010 to be $40 million to $50 million,
consistent  with spending over the past two fiscal years.  Our capital  spending
plans in fiscal 2010  include  investments  in  cost-saving  initiatives  at our
production  facilities and compliance or maintenance projects. We expect to fund
fiscal 2010 capital expenditures with cash provided by operations.

SHARE REPURCHASES.  During fiscal 2008, under a stock repurchase plan authorized
by our Board of Directors in November 2007, we repurchased  3,721,563  shares of
common stock (42,600 of Class A and 3,678,963 of Class B) for $200 million.

Separately,  under an agreement approved in May 2007 by a committee of our Board
of Directors composed exclusively of non-family directors,  we repurchased about
$22 million in shares  during  fiscal 2008 from a Brown family  member.  We also
paid about $1 million during fiscal 2008 for shares surrendered by two employees
to satisfy income tax withholding obligations, in accordance with our policy.

In December  2008,  we announced  that our Board of Directors  authorized  us to
repurchase  up to $250  million  of our  outstanding  Class A and Class B common
shares over the succeeding 12 months,  subject to market  conditions.  This plan
lets us repurchase  shares from time to time for cash in open market  purchases,
block  transactions,  or  privately  negotiated  transactions  as allowed  under
federal securities laws. As of April 30, 2009, we had repurchased 838,692 shares
(11,800 of Class A and 826,892 of Class B) under this plan for $39 million.  The
average repurchase price per share, including broker commissions, was $47.22 for
Class A and $46.43 for Class B.

LIQUIDITY.  We  continue  to manage  liquidity  conservatively  to meet  current
obligations, fund capital expenditures,  and maintain dividends, while reserving
adequate  capacity  for  acquisition  opportunities.  In fiscal  year  2009,  we
enhanced our  liquidity by issuing $250 million of unsecured,  5% notes,  due in
2014, with the proceeds used for general corporate purposes,  including reducing
our outstanding  short-term  commercial  paper. We also continued to hold excess
cash equivalents as a buffer during these uncertain times.

We have access to several liquidity sources to supplement our cash flow:
 - Our commercial paper program, supported by our bank credit facility,
   continues to fund our short-term credit needs at attractive interest rates.
   Our commercial paper has enjoyed steady demand from investors.
 - If we could no longer get short-term funding in the commercial paper market,
   we expect that we could satisfy our liquidity needs by drawing on our $800
   million bank credit facility (currently unused). This facility expires
   April 30, 2012, and carries favorable terms compared with current market
   conditions. Under extreme market conditions, this agreement might not be
   fully funded. Several banks in our credit facility consortium have received
   significant federal government funding and could fail or become nationalized;
   we do not know the effect such an extreme event might have on those banks'
   commitment to fund our credit facility.
 - While we are concerned about this uncertainty, the markets for investment-
   grade bonds and private placements are currently robust. These should provide
   a source of long-term financing that we could use to pay off our short-term
   debt if necessary.

We have been closely  monitoring our counterparty risks with respect to our cash
balances and  derivative  contracts  (that is,  foreign  currency and  commodity
hedges) and have unwound  exposures  when prudent.  Absent  significant  further
deterioration of market conditions, we believe our current liquidity position is
strong  and  sufficient  to  meet  all  of our  financial  commitments  for  the
foreseeable future, including the April 1, 2010, maturity of $150 million in our
floating rate notes.

ACQUISITIONS.  Effective  May 31,  2006,  we acquired  Chambord  liqueur and all
related  assets  from  Chatam  International   Incorporated  and  its  operating
subsidiary, Charles Jacquin et Cie Inc., for $251 million, including transaction
costs.

On  January  18,  2007,  we  acquired  substantially  all of the  assets of Casa
Herradura  and its  affiliates  relating to its tequila  business.  Those assets
include  the  Herradura  and el  Jimador  tequilas,  the New  Mix  tequila-based
ready-to-drink  brand,  trade names and trademarks  associated with those brands
(and other  acquired  brands),  related  production  facilities,  and the sales,
marketing, and distribution  organization in Mexico. The acquisition,  including
transaction costs and fees, cost $794 million.  We financed the acquisition with
$114 million of cash and $680 million of commercial paper, $400 million of which
we later replaced with long-term debt.

                                       28


In May 2007,  we ended our  joint  ventures  in the  tequila  business  with the
Orendain  family  of  Mexico.  We had  shared  ownership  of the  "Don  Eduardo"
trademark and other Orendain trademarks and related  intellectual  property with
the  Orendain  family since 1999 through two joint  venture  companies:  Tequila
Orendain de Jalisco  (TOJ) and BFC Tequila  Limited  (BFCTL).  TOJ  produced the
tequila and held the Mexico  trademarks,  and BFCTL owned the trademarks for all
markets  outside  Mexico.  Upon  ending  the joint  ventures,  we  acquired  the
remaining  portion of the global  trademark  for the Don  Eduardo  super-premium
tequila  brand that we did not already own. In exchange,  we paid $12 million to
the other  shareholders  of TOJ and BFCTL and  surrendered  our  interest in all
other Orendain trademarks  previously owned by these two companies.  Although we
expect  to  continue  to grow the Don  Eduardo  brand,  these two  former  joint
ventures  were  not  material  to our  consolidated  results  of  operations  or
financial position.

SPECIAL  DISTRIBUTION.  On March 22, 2007,  our Board of Directors  approved the
distribution  to  shareholders  of the $204  million  in cash  received  (net of
transaction fees) from the sale of Lenox, Inc. and Brooks & Bentley. We made the
distribution  of $1.32 per share on May 10, 2007, to  shareholders  of record on
April 5, 2007.

LONG-TERM OBLIGATIONS

We have long-term  obligations  related to contracts,  leases,  employee benefit
plans,  and  borrowing  arrangements  that we enter into in the normal course of
business  (see  Notes 5, 7, and 13 to the  accompanying  consolidated  financial
statements).  The following table summarizes the amounts of those obligations as
of April 30, 2009, and the years when those obligations must be paid:

Long-Term Obligations(1)                                   2011-     After
(Dollars in millions)                    Total     2010     2014      2014
                                         -----     ----     ----      ----
Long-term debt                           $ 662     $153     $509     $ --
Interest on long-term debt                 106       28       77        1
Grape purchase obligations                 103       29       59       15
Operating leases                            48       16       29        3
Postretirement benefit obligations(2)       22       22      n/a      n/a
Agave purchase obligations(3)              n/a      n/a      n/a      n/a
                                         -----     ----     ----     ----
Total                                    $ 941     $248     $674     $ 19
                                         =====     ====     ====     ====

 (1) Excludes reserves for tax uncertainties as we are unable to reasonably
     predict the ultimate amount or timing of settlement.
 (2) As of April 30, 2009, we have unfunded pension and other postretirement
     benefit obligations of $175 million. Because the specific periods in which
     those obligations will be funded are not determinable, no amounts related
     to those obligations are reflected in the above table other than the
     $22 million of expected contribution in fiscal 2010. Historically, we have
     generally funded these obligations with the minimum annual contribution
     required by ERISA, but we may elect to contribute more than the minimum
     amount in future years.
 (3) As discussed in Note 5 to the accompanying consolidated financial
     statements, we have obligations to purchase agave, a plant whose sap forms
     the raw material for tequila. Because the specific periods in which those
     obligations will be paid are not determinable, no amounts related to those
     obligations are reflected in the table above. However, as of April 30,
     2009, based on current market prices, obligations under these contracts
     totaled $10 million.

We expect to meet these obligations with internally generated funds.

MARKET RISKS

We are exposed to market risks arising from adverse changes in commodity  prices
affecting the cost of our raw materials and energy,  foreign exchange rates, and
interest  rates.  We try  to  manage  risk  responsibly  through  a  variety  of
strategies, including production initiatives and hedging strategies. Our foreign
currency  hedging  contracts  are  subject  to changes in  exchange  rates,  our
commodity  futures  and option  contracts  are  subject to changes in  commodity
prices,  and some of our debt  obligations  are  subject to changes in  interest
rates. We discuss these contracts below and also provide a sensitivity analysis.

See Note 5 to our consolidated financial statements for details on our grape and
agave purchase obligations,  which are also exposed to commodity price risk, and
"Critical  Accounting  Estimates"  for a  discussion  of our  pension  and other
postretirement plans' exposure to interest rate risks.

See "Important Information on Forward-Looking  Statements" (page 49) for details
on how economic conditions affecting market risks also affect the demand for and
pricing of our products.

FOREIGN EXCHANGE. We estimate that our foreign currency revenues for our largest
exposures  will  exceed our foreign  currency  expenses  by  approximately  $435
million in fiscal 2010. To the extent that this foreign currency exposure is not
hedged,  our results of operations  improve when the U.S. dollar weakens against
foreign  currencies  and  decline  when the  dollar  strengthens  against  them.
However, we routinely use foreign currency forward and option contracts to hedge
our foreign exchange risk.  Provided these contracts remain  effective,  we will
not recognize any  unrealized  gains or losses until we recognize the underlying
hedged transactions in earnings.  At April 30, 2009, our foreign currency hedges
had a notional value of $375 million and a net unrealized loss of $3 million.

Incorporating  the impact of our  hedging  program,  we estimate  that,  for our
significant currency exposures,  if the value of the U.S. dollar were to average
10% higher in fiscal 2010 than our fiscal 2009 effective  rates, our fiscal 2010
operating income would decrease by $28 million.  Conversely, if the value of the
U.S.  dollar were to decline 10% relative to fiscal 2009  effective  rates,  our
operating  income  would  decrease by $6 million due to the hedged  positions we
took in 2009 following the rapid strengthening of the U.S. dollar.

COMMODITY  PRICES.  Commodity prices are affected by weather,  supply and demand
conditions,  and other  geopolitical  and  economic  variables.  We use  futures
contracts and options to reduce the price volatility of corn. At April 30, 2009,
we had outstanding  hedge  positions on  approximately 1 million bushels of corn
with  unrealized  losses of $2 million.  We estimate that a 10% decrease in corn
prices would increase the unrealized  loss at April 30, 2009, by $1 million.  We
expect to mitigate the effect of increases in our raw material costs through our
hedging strategies,  ongoing production  initiatives,  and targeted increases in
prices for our brands.

INTEREST  RATES.  Our  short-term  investments  and our  variable-rate  debt are
exposed to the risk of changes in interest  rates.  Based on the April 30, 2009,
balances of variable-rate debt and investments,  a 1% point increase in interest
rates would increase our annual interest expense (net of interest income on cash
and short-term investments) by $2 million.

CRITICAL ACCOUNTING ESTIMATES

Our financial  statements  reflect  certain  estimates  involved in applying the
following   critical   accounting   policies  that  entail   uncertainties   and
subjectivity.  Using  different  estimates  could have a material  effect on our
operating results and financial condition.

                                       29


GOODWILL  AND OTHER  INTANGIBLE  ASSETS.  We have  obtained  most of our  brands
through acquisitions from other companies. Upon acquisition,  the purchase price
is first allocated to identifiable assets and liabilities, including brand names
and other intangible  assets,  based on estimated fair value, with any remaining
purchase  price  recorded  as  goodwill.  Goodwill  and  intangible  assets with
indefinite  lives are not amortized.  We consider all of our brand names to have
indefinite lives.

We assess our brand  names and  goodwill  for  impairment  at least  annually to
ensure  that  estimated  future cash flows  continue to exceed the related  book
value.  A brand name is  impaired  if its book  value  exceeds  its fair  value.
Goodwill is evaluated for  impairment  if the book value of its  reporting  unit
exceeds its  estimated  fair value.  Fair value is determined  using  discounted
estimated  future cash flows,  with  consideration  of market values for similar
assets when available.  If the fair value of an evaluated asset is less than its
book value, the asset is written down to its estimated fair value.

Considerable  management judgment is necessary to assess impairment and estimate
fair value. The assumptions used in our evaluations,  such as forecasted  growth
rates and cost of capital,  are  consistent  with our internal  projections  and
operating plans.

Based on our  long-term  assumptions,  we believe  none of our goodwill or other
intangible  assets are impaired.  However,  two of our  recently-acquired  brand
names, Chambord and Herradura, are currently being significantly affected by the
global economic turmoil.  (As of April 30, 2009, the book values of the Chambord
and Herradura brand names are $116 million and $124 million,  respectively.)  At
the test date for  impairment,  January 31, 2009, the fair value of the Chambord
and  Herradura  brand names  exceeded  the  carrying  value by $3 million and $2
million,  respectively.  A 50 basis point increase in our cost of capital, a key
assumption in which a small change can have a significant effect, would decrease
the fair value of the Chambord and Herradura  brand names by $11 million and $10
million, respectively. This would result in a brand name impairment charge.

We have a number  of plans  and  initiatives  that we  believe  will  drive  the
anticipated  growth of these  brands,  and this growth is  essential to our fair
value  estimate.  These  initiatives  include new packaging,  shifting focus and
spend  to  the  off-premise  market,   line  extensions,   and  more  aggressive
international  expansion.  If our initiatives are not sufficiently successful or
the current weak economy  continues for a prolonged period or declines  further,
one or both of these brand names could become  impaired,  which would  adversely
affect our earnings and stockholders' equity.

PROPERTY, PLANT, AND EQUIPMENT. We depreciate our property, plant, and equipment
on a straight-line  basis using our estimates of useful life, which are 20 to 40
years for buildings and  improvements,  3 to 10 years for machinery,  equipment,
vehicles, furniture, and fixtures, and 3 to 7 years for capitalized software.

We assess our property,  plant,  and equipment and other  long-lived  assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value of the asset or asset group may not be recoverable. Fair value is
determined using discounted  estimated future cash flows, with  consideration of
market  values  for  similar  assets  when  available.  If the fair  value of an
evaluated  asset is less than its book value,  we write it down to its estimated
fair value.

Considerable  management judgment is necessary to assess impairment and estimate
fair  value.  Assumptions  used in these  evaluations  are  consistent  with our
internal projections and operating plans.

PENSION AND OTHER  POSTRETIREMENT  BENEFITS.  We sponsor various defined benefit
pension plans as well as postretirement  plans providing retiree health care and
retiree life insurance benefits.  Benefits are based on such factors as years of
service and compensation  level during  employment.  The benefits expected to be
paid are expensed over the employees' expected service. This requires us to make
certain  assumptions to determine the net benefit expense and obligations,  such
as interest rates, return on plan assets, the rate of salary increases, expected
service, and health care cost trend rates.

The assets,  obligations,  and  assumptions  used to measure pension and retiree
medical   expenses  are  determined  as  of  April  30  of  the  preceding  year
("measurement  date").  Because  obligations are measured on a discounted basis,
the discount rate is a significant assumption. It is based on interest rates for
high-quality,  long-term  corporate debt at each measurement  date. The expected
return on pension  plan  assets is based on our  historical  experience  and our
expectations for long-term rates of return.  The other  assumptions also reflect
our  historical  experience  and  management's  best judgment  regarding  future
expectations.  We review our assumptions on each annual  measurement date. As of
April 30, 2009, we have increased the discount rate for pension obligations from
6.64% to 7.94%, and for other  postretirement  benefit obligations from 6.45% to
7.80%.  Pension and postretirement  benefit expense for fiscal 2010 is estimated
to be  approximately  $17  million,  compared to $20 million for fiscal  2009. A
decrease/increase   in   the   discount   rate   of  25   basis   points   would
increase/decrease the fiscal 2010 expense by approximately $2 million.

INCOME  TAXES.  Our  annual  effective  tax rate is based on our  income and the
statutory tax rates in the various jurisdictions where we do business. In fiscal
2009, our annual income tax rate for continuing  operations was 31.1%,  compared
to  31.7% in  fiscal  2008.  During  fiscal  2009,  our  effective  tax rate was
favorably  affected by the use of capital loss  carryforwards to offset the gain
recorded on the sale of Bolla and Fontana  Candida  Italian  wine  brands.  This
positive factor was partially  offset by a decrease in the beneficial  impact of
taxes provided in foreign jurisdictions.

Significant  judgment is required in evaluating our tax positions.  We establish
reserves when we believe that certain  positions are likely to be challenged and
may not  succeed,  despite  our belief that our tax return  positions  are fully
supportable.  We adjust these reserves in light of changing circumstances,  such
as the progress of a tax audit. We believe current  reserves are appropriate for
all known contingencies, but this situation could change.

Several years can elapse before we can resolve a particular  matter for which we
have established a reserve.  Although predicting the final outcome or the timing
of resolution of any particular tax matter can be difficult, we believe that our
reserves  reflect  the likely  outcome of known tax  contingencies.  Unfavorable
settlement  of any  particular  issue could  require use of our cash;  whereas a
favorable  resolution  could result in either reduced cash tax payments,  or the
reversal of previously  established  reserves or some combination of these which
could result in a reduction to our effective tax rate upon resolution.

CONTINGENCIES.  We operate in a  litigious  environment,  and we are sued in the
normal  course of  business.  Sometimes  plaintiffs  seek  substantial  damages.
Significant  judgment is required in  predicting  the outcome of these suits and
claims, many of which take years to adjudicate.  We accrue estimated costs for a
contingency when we believe that a loss is probable and we can make a reasonable
estimate of the loss, and adjust the accrual as  appropriate to reflect  changes
in facts and circumstances.

RECENT ACCOUNTING  PRONOUNCEMENTS.  See Note 1 to the accompanying  consolidated
financial statements.

                                       30


                                  Brown-Forman
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (Expressed in millions, except per share amounts)
--------------------------------------------------------------------------------
Year Ended April 30,                            2007         2008         2009
--------------------------------------------------------------------------------
Net sales                                      $2,806       $3,282       $3,192
Excise taxes                                      588          700          711
Cost of sales                                     737          887          904
                                               --------------------------------

   Gross profit                                 1,481        1,695        1,577


Advertising expenses                              361          415          383
Selling, general, and administrative expenses     535          592          548
Amortization expense                                2            5            5
Other income, net                                 (19)          (2)         (20)
                                               --------------------------------
   Operating income                               602          685          661


Interest income                                    18            8            6
Interest expense                                   34           49           37
                                               --------------------------------
   Income from continuing operations
    before income taxes                           586          644          630

Income taxes                                      186          204          195
                                               --------------------------------
   Income from continuing operations              400          440          435

Loss from discontinued operations,
 net of income taxes                              (11)          --           --
                                               --------------------------------
   Net income                                  $  389       $  440       $  435
                                               ================================

Basic earnings (loss) per share:
   Continuing operations                       $ 2.61       $ 2.87       $ 2.89
   Discontinued operations                      (0.07)          --           --
                                               --------------------------------
      Total                                    $ 2.54       $ 2.87       $ 2.89
                                               ================================

Diluted earnings (loss) per share:
   Continuing operations                       $ 2.58       $ 2.84       $ 2.87
   Discontinued operations                      (0.07)          --           --
                                               --------------------------------
      Total                                    $ 2.51       $ 2.85       $ 2.87
                                               ================================

The accompanying notes are an integral part of the consolidated financial
statements.


                                       31


                                  Brown-Forman
                           CONSOLIDATED BALANCE SHEETS
          (Expressed in millions, except share and per share amounts)
--------------------------------------------------------------------------------
April 30,                                                    2008          2009
--------------------------------------------------------------------------------
Assets
------
Cash and cash equivalents                                   $ 119         $ 340
Accounts receivable, less allowance for doubtful
   accounts of $19 in 2008 and $15 in 2009                    453           367
Inventories:
   Barreled whiskey                                           311           313
   Finished goods                                             155           143
   Work in process                                            179           144
   Raw materials and supplies                                  40            52
                                                           ---------------------
      Total inventories                                       685           652
Current portion of deferred income taxes                      102           105
Other current assets                                           97           110
                                                           ---------------------
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
                                                           =====================

Liabilities
-----------
Accounts payable and accrued expenses                       $ 380        $  326
Short-term borrowings                                         585           337
Current portion of long-term debt                               4           153
Other current liabilities                                      15            20
                                                           ---------------------
Total Current Liabilities                                     984           836

Long-term debt, less unamortized
 discount of $0 in 2008 and $1 in 2009                        417           509
Deferred income taxes                                          89            80
Accrued pension and other postretirement benefits             121           175
Other liabilities                                              69            59
                                                           ---------------------
Total Liabilities                                           1,680         1,659
                                                           ---------------------
Commitments and contingencies

Stockholders' Equity
--------------------
Common Stock:
  Class A, voting, $0.15 par value
   (57,000,000 shares authorized;
    56,964,000 shares issued)                                   9             9
  Class B, nonvoting, $0.15 par value
   (100,000,000 shares authorized;
    99,363,000 shares issued)                                  10            15
Additional paid-in capital                                     74            67
Retained earnings                                           1,931         2,189
Accumulated other comprehensive income (loss):
  Pension and other postretirement benefits adjustment        (88)         (127)
  Cumulative translation adjustment                            99           (10)
  Unrealized (loss) gain on cash flow hedge contracts          (6)            4
Treasury stock, at cost
 (5,522,000 and 6,200,000 shares
  in 2008 and 2009, respectively)                            (304)         (331)
                                                           ---------------------
Total Stockholders' Equity                                  1,725         1,816
                                                           ---------------------
Total Liabilities and Stockholders' Equity                 $3,405        $3,475
                                                           =====================

The accompanying notes are an integral part of the consolidated financial
statements.


                                       32


                                  Brown-Forman
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Expressed in millions)
--------------------------------------------------------------------------------
Year Ended April 30,                                   2007      2008      2009
--------------------------------------------------------------------------------
Cash flows from operating activities:
   Net income                                         $ 389     $ 440     $ 435
   Adjustments to reconcile net income to
    net cash provided by operations:
      Net loss from discontinued operations              11        --        --
      Depreciation and amortization                      44        52        55
      Non-cash agave inventory write-down                --        --        22
      Gain on sale of brand names                        --        --       (20)
      Stock-based compensation expense                    8        10         7
      Deferred income taxes                              (7)        5        12
      Other                                             (11)       (3)       --
      Change in assets and liabilities, excluding
       the effects of businesses acquired or sold:
         Accounts receivable                            (47)      (43)       33
         Inventories                                    (41)       (3)      (34)
         Other current assets                            (9)       (4)       (5)
         Accounts payable and accrued expenses           14        21         4
         Accrued income taxes                           (20)      (12)       (8)
         Noncurrent assets and liabilities               18        71       (10)
   Net cash provided by operating activities
    of discontinued operations                            6        --        --
                                                       -------------------------
      Cash provided by operating activities             355       534       491
                                                       -------------------------

Cash flows from investing activities:
   Acquisition of businesses, net of cash acquired   (1,045)        2        --
   Acquisition of distribution rights                   (25)       --        --
   Acquisition of brand names and trademarks             --       (13)       --
   Proceeds from sale of brand names and trademarks      --        --        17
   Proceeds from sale of discontinued operations         12        --        --
   Purchase of short-term investments                  (249)       --        --
   Sale of short-term investments                       323        86        --
   Additions to property, plant, and equipment          (58)      (41)      (49)
   Proceeds from sale of property, plant,
    and equipment                                        14         6        --
   Computer software expenditures                        (9)      (12)       (5)
   Net cash used for investing activities
    of discontinued operations                           (1)       --        --
                                                       -------------------------
      Cash (used for) provided by
       investing activities                          (1,038)       28       (37)
                                                       -------------------------

Cash flows from financing activities:
   Net change in short-term borrowings                  178       184      (249)
   Proceeds from long-term debt                         421        --       249
   Repayment of long-term debt                           (2)     (356)       (4)
   Debt issuance costs                                   (2)       --        (2)
   Net proceeds (payments) from exercise
    of stock options                                     27        11        (6)
   Excess tax benefits from stock options                 8        10         4
   Acquisition of treasury stock                         --      (223)      (39)
   Special distribution to stockholders                  --      (204)       --
   Dividends paid                                      (143)     (158)     (169)
                                                       -------------------------
      Cash provided by (used for)
       financing activities                             487      (736)     (216)
                                                       -------------------------
Effect of exchange rate changes
 on cash and cash equivalents                             4        10       (17)
                                                       -------------------------

Net (decrease) increase in cash and cash equivalents   (192)     (164)      221

Cash and cash equivalents, beginning of year            475       283       119
                                                       -------------------------
Cash and cash equivalents, end of year                 $283      $119      $340
                                                       =========================

Supplemental disclosure of cash paid for:
   Interest                                            $ 32      $ 50      $ 34
   Income taxes                                        $205      $236      $222


The accompanying notes are an integral part of the consolidated financial
statements.

                                       33


                                  Brown-Forman
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           (Dollars expressed in millions, except per share amounts)
--------------------------------------------------------------------------------
Year Ended April 30,                                   2007      2008      2009
--------------------------------------------------------------------------------

Class A Common Stock                                    $ 9       $ 9       $ 9

Class B Common Stock:
   Balance at beginning of year                          10        10        10
   Stock distribution (Note 1)                           --        --         5
                                                    ----------------------------
   Balance at end of year                                10        10        15
                                                    ----------------------------
Additional Paid-in Capital:
   Balance at beginning of year                          47        64        74
   Stock issued under compensation plans                  2         3        --
   Stock-based compensation expense                       6         6         5
   Adjustment for stock option exercises                  1        (9)      (16)
   Excess tax benefits from stock options                 8        10         4
                                                    ----------------------------
   Balance at end of year                                64        74        67
                                                    ----------------------------
Retained Earnings:
   Balance at beginning of year                       1,607     1,649     1,931
   Net income                                           389       440       435
   Cash dividends ($0.93, $1.03, and $1.12 per
    share in 2007, 2008, and 2009, respectively)       (143)     (158)     (169)
   Special cash distribution to
    stockholders ($1.32 per share in 2007)             (204)       --        --
   Stock distribution (Note 1)                           --        --        (5)
   Adoption of SFAS 158 measurement date provision,
    net of tax of $2 (Note 13)                           --        --        (3)
                                                    ----------------------------
   Balance at end of year                             1,649     1,931     2,189
                                                    ----------------------------
Treasury Stock, at cost:
   Balance at beginning of year                        (128)     (102)     (304)
   Acquisition of treasury stock                         --      (223)      (39)
   Stock issued under compensation plans                 24        17        10
   Stock-based compensation expense                       2         4         2
                                                    ----------------------------
   Balance at end of year                              (102)     (304)     (331)
                                                    ----------------------------
Accumulated Other Comprehensive Income (Loss):
   Balance at beginning of year                          18       (57)        5
   Net other comprehensive income (loss)                 19        62      (147)
   Adjustment to initially apply SFAS 158,
    net of tax of $60 (Note 13)                         (94)       --        --
   Adoption of SFAS 158 measurement date provision,
    net of tax of $(6)(Note 13)                          --        --         9
                                                    ----------------------------
   Balance at end of year                               (57)        5      (133)
                                                    ----------------------------
Total Stockholders' Equity                           $1,573    $1,725    $1,816
                                                    ============================

Class A Common Shares Outstanding (in thousands):
   Balance at beginning of year                      56,829    56,870    56,573
   Acquisition of treasury stock                         --      (340)      (22)
   Stock issued under compensation plans                 41        43        39
                                                    ----------------------------
   Balance at end of year                            56,870    56,573    56,590
                                                    ----------------------------
Class B Common Shares Outstanding (in thousands):
   Balance at beginning of year                      65,636    66,367    64,019
   Stock distribution (Note 1)                           --        --    30,175
   Acquisition of treasury stock                         --    (2,937)     (843)
   Stock issued under compensation plans                731       589       186
                                                    ----------------------------
   Balance at end of year                            66,367    64,019    93,537
                                                    ----------------------------
Total Common Shares Outstanding (in thousands)      123,237   120,592   150,127
                                                    ============================


The accompanying notes are an integral part of the consolidated financial
statements.

                                       34


                                  Brown-Forman
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
           (Dollars expressed in millions, except per share amounts)
--------------------------------------------------------------------------------
Year Ended April 30,                                   2007      2008      2009
--------------------------------------------------------------------------------

Net income                                             $389      $440      $435
Other comprehensive income (loss):
  Foreign currency translation adjustment                22        53      (109)
  Pension and other postretirement benefits
   adjustment, net of tax of $1,$(9), and $30
   in 2007, 2008, and 2009, respectively                 (1)       11       (48)
  Amounts related to cash flow hedges:
    Reclassification to earnings, net of tax
     of $(2), $(4), and $4 in 2007, 2008, and
     2009, respectively                                   3         7        (6)
    Net gain (loss) on hedging instruments,
     net of tax of $3, $6, and $(12) in 2007,
     2008, and 2009, respectively                        (6)       (9)       16
                                                    ----------------------------
      Net other comprehensive income (loss)              18        62      (147)
                                                    ----------------------------
Total comprehensive income                             $407      $502      $288
                                                    ============================


The accompanying notes are an integral part of the consolidated financial
statements.

                                       35


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (Dollars expressed in millions, except per share amounts)


1. ACCOUNTING POLICIES

We apply the  following  accounting  policies when  preparing  our  consolidated
financial  statements.  References  to "FASB"  are to the  Financial  Accounting
Standards  Board, the  private-sector  organization  that establishes  financial
accounting and reporting standards, including Statements of Financial Accounting
Standards (SFAS).

PRINCIPLES OF CONSOLIDATION.  Our consolidated  financial statements include the
accounts of all wholly-owned and majority-owned subsidiaries.  We use the equity
method to account  for  investments  in  affiliates  over which we can  exercise
significant  influence  (but not  control).  We carry all other  investments  in
affiliates at cost. We eliminate all intercompany transactions.

CASH EQUIVALENTS.  Cash equivalents  include bank demand deposits and all highly
liquid investments with original maturities of three months or less.

ALLOWANCE  FOR DOUBTFUL  ACCOUNTS.  We evaluate the  collectibility  of accounts
receivable based on a combination of factors. When we are aware of circumstances
that may impair a specific customer's ability to meet its financial obligations,
we record a specific  allowance to reduce the net  recognized  receivable to the
amount we reasonably believe will be collected.

INVENTORIES.  We  state  inventories  at the  lower  of  cost  or  market,  with
approximately 68% of  consolidated  inventories  being valued using the last-in,
first-out  (LIFO)  method.  Other  inventories  are valued  using the  first-in,
first-out  (FIFO) method.  If the FIFO method had been used,  inventories  would
have  been  $150 and $189  higher  than  reported  at April  30,  2008 and 2009,
respectively. FIFO cost approximates current replacement cost.

Whiskey  must be  barrel-aged  for several  years,  so we bottle and sell only a
portion of our whiskey  inventory each year.  Following  industry  practice,  we
classify  all  barreled  whiskey as a current  asset.  We  include  warehousing,
insurance,  ad valorem taxes, and other carrying charges  applicable to barreled
whiskey in inventory costs.

We classify bulk wine and agave inventories as work in process.

During 2009, we recorded a $22 provision for inventory losses (which is included
in cost of sales) resulting from abnormally high levels of mortality and disease
in some of our agave fields.  We believe this  provision is adequate as of April
30, 2009, but actual inventory losses could be significantly different.

PROPERTY,  PLANT, AND EQUIPMENT. We state property, plant, and equipment at cost
less  accumulated  depreciation.  We calculate  depreciation  on a straight-line
basis over the estimated  useful lives of the assets as follows:  20 to 40 years
for  buildings  and  improvements;  3 to  10  years  for  machinery,  equipment,
vehicles,  furniture,  and fixtures;  and 3 to 7 years for capitalized  software
costs.

We assess our property,  plant,  and equipment and other  long-lived  assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying value of the asset or asset group may not be recoverable. Fair value is
determined using discounted  estimated future cash flows, with  consideration of
market  values  for  similar  assets  when  available.  If the fair  value of an
evaluated  asset is less than its book value,  we write it down to its estimated
fair value.

GOODWILL  AND  OTHER  INTANGIBLE  ASSETS.  We  assess  our  goodwill  and  other
intangible  assets for  impairment  at least  annually.  If the fair value of an
evaluated  asset is less than its book value,  the asset is written  down to its
estimated fair value. Fair value is determined using discounted estimated future
cash  flows,  with  consideration  of market  values  for  similar  assets  when
available.

FOREIGN  CURRENCY  TRANSLATION.  The U.S. dollar is the functional  currency for
most of our consolidated operations.  For those operations,  we report all gains
and losses from  foreign  currency  transactions  in current  income.  The local
currency is the  functional  currency  for some  foreign  operations.  For those
investments,  we  report  cumulative  translation  effects  as  a  component  of
accumulated  other  comprehensive  income (loss),  a component of  stockholders'
equity.

REVENUE  RECOGNITION.  We recognize  revenue when title and risk of loss pass to
the  customer,  which  typically is at the time the product is shipped.  Certain
sales contain customer acceptance provisions that grant a right of return on the
basis of either subjective criteria or specified objective criteria.  Revenue is
recorded net of the estimated cost of sales returns and allowances.

SALES  DISCOUNTS.  Sales  discounts,  which are  recorded as a reduction  of net
sales, totaled $242, $303, and $328 for 2007, 2008, and 2009, respectively.

COST OF  SALES.  Cost of  sales  includes  the  costs of  receiving,  producing,
inspecting, warehousing, insuring, and shipping goods sold during the period.

SHIPPING  AND  HANDLING  FEES AND COSTS.  We report  the  amounts we bill to our
customers  for shipping  and  handling as net sales,  and we report the costs we
incur for shipping and handling as cost of sales.

ADVERTISING  COSTS. We expense the costs of advertising during the year in which
the advertisements first take place.

SELLING,   GENERAL,   AND  ADMINISTRATIVE   EXPENSES.   Selling,   general,  and
administrative  expenses  include  the costs  associated  with our sales  force,
administrative  staff  and  facilities,   and  other  expenses  related  to  the
non-manufacturing functions of our business.

EARNINGS PER SHARE.  Basic earnings per share is based upon the weighted average
number of all common shares outstanding during the period.  Diluted earnings per
share includes the dilutive effect of stock-based compensation awards, including
stock options,  stock-settled stock appreciation rights (SSARs),  and non-vested
restricted stock.

                                       36


The following table presents  information  concerning basic and diluted earnings
per share:

Year Ended April 30,                                 2007       2008       2009
--------------------------------------------------------------------------------
Basic and diluted net income (loss):
   Continuing operations                             $400       $440       $435
   Discontinued operations                            (11)        --         --
                                                  ------------------------------
      Total                                          $389       $440       $435
                                                  ==============================

Share data (in thousands):
   Basic average common shares outstanding        153,586    153,080    150,452
   Dilutive effect of non-vested restricted stock      73        114        147
   Dilutive effect of stock options and SSARs       1,592      1,317        923
                                                  ------------------------------
      Diluted average common shares outstanding   155,251    154,511    151,522
                                                  ==============================

Basic earnings (loss) per share:
   Continuing operations                            $2.61      $2.87      $2.89
   Discontinued operations                          (0.07)        --         --
                                                  ------------------------------
      Total                                         $2.54      $2.87      $2.89
                                                  ==============================

Diluted earnings (loss) per share:
   Continuing operations                            $2.58      $2.84      $2.87
   Discontinued operations                          (0.07)        --         --
                                                  ------------------------------
      Total                                         $2.51      $2.85      $2.87
                                                  ==============================

Note: Earnings (loss) per share amounts for continuing operations and
      discontinued operations may not add to total amount for the company
      due to rounding.


Stock-based  awards for  approximately  416,000  common  shares,  945,000 common
shares,  and  1,899,000  common shares were  excluded  from the  calculation  of
diluted earnings per share for 2007, 2008, and 2009,  respectively,  because the
exercise  price of the awards was greater  than the average  market price of the
shares.

During fiscal 2008,  under a stock  repurchase  plan  authorized by our Board of
Directors in November 2007, we repurchased  3,721,563  shares (42,600 of Class A
and 3,678,963 of Class B) for $200.

In December  2008,  we  announced  that our Board of  Directors  authorized  the
repurchase  of up to $250 of our  outstanding  Class A and Class B common shares
over the next 12 months,  subject to market conditions.  Under this plan, we can
repurchase  shares  from time to time for cash in open market  purchases,  block
transactions,   and  privately   negotiated   transactions  in  accordance  with
applicable  federal securities laws. As of April 30, 2009, we have repurchased a
total of 838,692  shares  (11,800 of Class A and  826,892 of Class B) under this
plan for approximately  $39. The average  repurchase price per share,  including
broker commissions, was $47.22 for Class A and $46.43 for Class B.

STOCK DISTRIBUTION. In September 2008, our Board of Directors authorized a stock
split,  effected as a stock  dividend,  of one share of Class B common stock for
every four shares of either Class A or Class B common stock held by stockholders
of record as of the close of business on October 6, 2008, with fractional shares
paid in cash. The distribution took place on October 27, 2008.

As a result of the stock distribution, we reclassified approximately $5 from the
company's  retained  earnings  account  to  its  common  stock  account.  The $5
represents  the $0.15 par  value  per  share of the  shares  issued in the stock
distribution.

All previously  reported per share and Class B share amounts in the accompanying
financial  statements  and related notes have been restated to reflect the stock
distribution.

STOCK-BASED  COMPENSATION.  Our stock-based  compensation  plan requires that we
purchase  shares  to  satisfy  stock-based  compensation  requirements,  thereby
avoiding  future  dilution of earnings that would occur from issuing  additional
shares.  We acquire  treasury  shares from time to time in anticipation of these
requirements.  We intend to hold  enough  treasury  stock so that the  number of
diluted  shares never exceeds the original  number of shares  outstanding at the
inception  of the  stock-based  compensation  plan (as  adjusted  for any  share
issuances  unrelated  to the  plan).  The  extent to which the number of diluted
shares  exceeds the number of basic shares is  determined  by how much our stock
price has appreciated since the stock-based compensation was awarded, not by how
many treasury shares we have acquired.

ESTIMATES.  To prepare financial statements that conform with generally accepted
accounting  principles,  our management must make informed estimates that affect
how we report revenues, expenses, assets, and liabilities,  including contingent
assets and  liabilities.  Actual  results could (and probably  will) differ from
these estimates.

RECENT ACCOUNTING PRONOUNCEMENTS. In December 2007, the FASB issued SFAS 141(R),
"Business  Combinations," which establishes accounting principles and disclosure
requirements  for all  transactions  in which a  company  obtains  control  over
another business.

In  December  2007,  the FASB  issued  SFAS 160,  "Noncontrolling  Interests  in
Consolidated  Financial Statements," which prescribes the accounting by a parent
company for  noncontrolling  interests  held by other parties in a subsidiary of
the parent company.

In June 2008, the FASB issued FSP EITF 03-6-1,  "Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities," which
provides  additional  guidance on the treatment of unvested  share-based  awards
(such as restricted stock) in the calculation of earnings per share.

In December  2008,  the FASB issued FSP FAS  132(R)-1,  "Employers'  Disclosures
about   Postretirement   Benefit  Plan  Assets,"   which  expands  the  required
disclosures   about  plan   assets  of  defined   benefit   pension   and  other
postretirement plans.

Each of the above pronouncements  becomes effective during our 2010 fiscal year.
We do not expect our adoption of these  pronouncements to have a material impact
on our financial statements.

During 2008, we adopted SFAS 161, "Disclosures about Derivative  Instruments and
Hedging Activities." (See Note 8 for the disclosures required by SFAS 161.) SFAS
157,  "Fair  Value  Measurements,"  and SFAS 159,  "The Fair  Value  Option  for
Financial Assets and Financial Liabilities," also became effective during fiscal
2009, as discussed in Note 10.

RECLASSIFICATIONS. We have reclassified some prior year amounts to conform
with this year's presentation.

                                       37


2. DISCONTINUED OPERATIONS

We sold our wholly-owned  subsidiary Lenox,  Inc.  ("Lenox") during fiscal 2006.
After we sold Lenox, we retained  ownership of Brooks & Bentley,  a former Lenox
subsidiary located in the U.K. We sold Brooks & Bentley in 2007. After reviewing
various  strategic  alternatives,  we  also  sold  our  wholly-owned  subsidiary
Hartmann,  Inc.  ("Hartmann")  in 2007.  Accordingly,  the operating  results of
Brooks & Bentley and Hartmann are classified as  discontinued  operations in the
accompanying  consolidated  statement of operations for fiscal 2007. The results
of discontinued operations for 2007 include a $9 impairment charge. The majority
of this  impairment  relates  to the  decision  made in  2007  by our  Board  of
Directors  to sell  Hartmann  and to focus our efforts  entirely on our beverage
business. The $7 pre-tax impairment charge associated with Hartmann consisted of
a goodwill  impairment of $4 and an impairment charge of $3 that represented the
excess of the  carrying  value of the net  assets  to be sold over the  expected
sales proceeds, net of estimated costs to sell.

Before we decided to sell Hartmann, no impairment charge was recorded because we
believed its operations would generate sufficient future cash flows to enable us
to fully recover its carrying  amount.  The decision to sell Hartmann  reflected
the Board's  opinion that the sum of the price to be obtained  from the sale and
the  strategic  value of focusing  entirely on our  beverage  business  would be
greater than the value of continuing to operate Hartmann.

There was also a $2  pre-tax  impairment  charge  recorded  in 2007 for Brooks &
Bentley. This impairment charge reflected a revision to its estimated fair value
and costs to sell, based on the negotiations that resulted in its ultimate sale.

A summary of discontinued operations follows:

--------------------------------------------------------------------------------
Year Ended April 30,                             2007         2008         2009
--------------------------------------------------------------------------------
Net sales                                        $ 50         $ --         $ --
Operating expenses                                (53)          --           --
Impairment charge                                  (9)          --           --
Transaction costs                                  (1)          --           --
                                                --------------------------------
   Loss before income taxes                       (13)          --           --

Income tax benefit                                  2           --           --
                                                --------------------------------
   Net loss from discontinued operations         $(11)        $ --         $ --
                                                ================================


3. ACQUISITIONS

We have  completed the  following  acquisitions  over the past three years.  The
operating  results  of each  acquired  entity  have been  consolidated  with our
financial statements since their respective acquisition dates.  Consolidated pro
forma operating results would not have been materially different from the actual
amounts reported.

CHAMBORD LIQUEUR.  In May 2006, we completed the acquisition of Chambord liqueur
and all related assets from Chatam International  Incorporated and its operating
subsidiary,  Charles Jacquin et Cie Inc., for $251, including transaction costs.
The acquisition  consisted primarily of the Chambord brand name and goodwill, to
which we allocated $116 and $127 of the purchase price, respectively. The entire
amount allocated to goodwill is deductible for income tax purposes.

CASA HERRADURA.  In January 2007, we acquired substantially all of the assets of
Casa Herradura and its affiliates  relating to its tequila  business,  including
the Herradura and el Jimador tequilas,  the New Mix tequila-based ready-to-drink
brand,  the trade  names and  trademarks  associated  with such brands and other
acquired  brands,  as well  as  related  production  facilities  and the  sales,
marketing, and distribution organization in Mexico.

The cost of the acquisition was $794,  including  transaction  costs of $16, and
was allocated based on management's estimates as follows:

Cash                                                     $   2
Accounts receivable                                         39
Inventories                                                124
Other current assets                                        48
Property, plant, and equipment                              65
Deferred income taxes                                        4
Goodwill                                                   355
Trademarks and brand names                                 215
                                                          ----
   Total assets                                            852
                                                          ----

Accounts payable and accrued expenses                       52
Long-term debt                                               1
Other noncurrent liabilities                                 5
                                                          ----
   Total liabilities                                        58
                                                          ----
   Net assets acquired                                    $794
                                                          ====

Standard  valuation  procedures  were used in determining  the fair value of the
acquired  trademarks and brand names,  which were  determined to have indefinite
lives. The entire goodwill amount of $355 is deductible for tax purposes.

We financed the acquisition with  approximately  $114 of cash and  approximately
$680 of commercial paper, $400 of which was subsequently replaced with long-term
debt.

4. GOODWILL AND OTHER INTANGIBLE ASSETS

The following  table shows the changes in the amounts  recorded as goodwill over
the past two years:

   Balance as of April 30, 2007                   $670
   Casa Herradura purchase price finalization        8
   Foreign currency translation adjustment          10
                                                  ----
   Balance as of April 30, 2008                    688
   Foreign currency translation adjustment         (13)
                                                  ----
   Balance as of April 30, 2009                   $675
                                                  ====

In May 2007,  we ended our  joint  ventures  in the  tequila  business  with the
Orendain  family of Mexico.  We had shared  ownership  of the "Don  Eduardo" and
other "Orendain"  trademarks and related intellectual property with the Orendain
family  since 1999  through two joint  venture  companies:  Tequila  Orendain de
Jalisco (TOJ) and BFC Tequila Limited (BFCTL). TOJ produced the tequila and held
the trademarks in Mexico.  BFCTL owned the trademarks for all markets  excluding
Mexico.  Upon  ending  the  joint  ventures  (which  were  not  material  to our
consolidated  results of  operations  or  financial  position),  we acquired the
remaining  portion of the global  trademark  for the Don  Eduardo  super-premium
tequila brand that we did not already own. In exchange, we paid $12 to the other
shareholders  of TOJ and BFCTL and surrendered to them our interest in all other
Orendain trademarks previously owned by these two companies.

                                       38


As of April 30, 2008 and 2009, our other intangible assets consisted of:

                                        Gross Carrying          Accumulated
                                            Amount              Amortization
                                        2008     2009          2008      2009

Finite-lived intangible assets:
   Distribution rights                  $ 25     $ 25          $ (7)     $(12)

Indefinite-lived intangible assets:
   Trademarks and brand names           $681     $673          $ --      $ --


Amortization  expense related to intangible assets was $2 in 2007 and $5 in both
2008 and 2009. We expect to recognize  amortization expense of $5 in 2010, $5 in
2011, and $3 in 2012. However, actual amounts of future amortization expense may
differ due to additional intangible asset acquisitions, impairment of intangible
assets, accelerated amortization of intangible assets, and other events.

5. COMMITMENTS

We have  contracted  with  various  growers  and  wineries to supply some of our
future grape and bulk wine requirements. Many of these contracts call for prices
to be  adjusted  annually  up or down,  according  to  market  conditions.  Some
contracts  set a fixed  purchase  price  that  might be  higher  or  lower  than
prevailing  market price.  We have total  purchase  obligations  related to both
types of contracts of $29 in 2010,  $24 in 2011, $16 in 2012, $11 in 2013, $8 in
2014, and $15 after 2014.

We also have  contracts  for the  purchase  of agave,  which is used to  produce
tequila.  These  contracts  provide for prices to be determined  based on market
conditions at the time of harvest, which, although not specified, is expected to
occur over the next 10 years.  As of April 30,  2009,  based on  current  market
prices, obligations under these contracts totaled $10.

We made rental payments for real estate,  vehicles,  and office,  computer,  and
manufacturing  equipment under operating leases of $19 in 2007, $19 in 2008, and
$21 in 2009. We have  commitments  related to minimum  lease  payments of $16 in
2010, $13 in 2011, $8 in 2012, $5 in 2013, $3 in 2014, and $3 after 2014.

6. CREDIT FACILITIES

We have a  committed  revolving  credit  agreement  with  various  domestic  and
international  banks  for  $800  that  expires  on  April  30,  2012.  Its  most
restrictive  covenant  requires that our consolidated  EBITDA (as defined in the
agreement) to consolidated  interest expense not be less than a ratio of 3 to 1.
At  April  30,  2009,  with a ratio  of  nearly  20 to 1, we  were  within  this
covenant's  parameters.  At April 30, 2009,  we also had the ability to issue an
undetermined  amount of debt securities under an SEC shelf registration filed in
January 2007.

7. DEBT Our long-term debt consisted of:

April 30,                                              2008           2009
--------------------------------------------------------------------------------
Variable-rate notes, due in fiscal 2010                $150           $150
5.2% notes, due in fiscal 2012                          250            250
5.0% notes, due in fiscal 2014                           --            250
Other                                                    21             12
                                                 -------------------------------
                                                        421            662
Less current portion                                      4            153
                                                 -------------------------------
                                                       $417           $509
                                                 ===============================

Debt payments  required over the next five fiscal years consist of $153 in 2010,
$3 in 2011,  $253 in 2012, $2 in 2013,  and $251 in 2014.  The weighted  average
interest rate on the variable-rate notes was 4.0% and 1.3% at April 30, 2008 and
2009, respectively.  In addition to long-term debt, we had short-term borrowings
outstanding  with weighted  average interest rates of 2.2% and 0.5% at April 30,
2008 and 2009, respectively.

8. DERIVATIVE FINANCIAL INSTRUMENTS

Our  multinational  business  exposes us to global market  risks,  including the
effect of  fluctuations  in  currency  exchange  rates,  commodity  prices,  and
interest rates. We use derivatives to manage  financial  exposures that occur in
the  normal  course of  business.  We  formally  document  the  purpose  of each
derivative  contract,  which  includes  linking the  contract  to the  financial
exposure it is designed to  mitigate.  We do not hold or issue  derivatives  for
trading purposes.

We use  currency  derivative  contracts  to limit our  exposure to the  currency
exchange risk that we cannot mitigate internally by using netting strategies. We
designate most of these contracts as cash flow hedges of forecasted transactions
(expected to occur within three years).  We record all changes in the fair value
of cash flow  hedges  (except any  ineffective  portion)  in  accumulated  other
comprehensive  income (AOCI) until the underlying hedged transaction  occurs, at
which time we reclassify  that amount into  earnings.  We designate  some of our
currency  derivatives as hedges of net investments in foreign  subsidiaries.  We
record all  changes  in the fair  value of net  investment  hedges  (except  any
ineffective portion) in the cumulative translation adjustment component of AOCI.

We assess the  effectiveness  of our hedges based on changes in forward exchange
rates.  The  ineffective  portion  of the  changes  in fair  value of our hedges
(recognized  immediately in earnings) during each of our last three fiscal years
was not material.

We do not designate  some of our currency  derivatives  as hedges because we use
them to at least  partially  offset the immediate  earnings impact of changes in
foreign  exchange  rates on  existing  assets  or  liabilities.  We  immediately
recognize the change in fair value of these contracts in earnings.

As of April 30, 2009, we had  outstanding  foreign  currency  contracts of $375,
related primarily to our euro, British pound, and Australian dollar exposures.

We also had  outstanding  exchange-traded  futures  and options  contracts  on 1
million bushels of corn as of April 30, 2009. We use these contracts to mitigate
our  exposure  to corn  price  volatility.  Because  we do not  designate  these
contracts  as hedges for  accounting  purposes,  we  immediately  recognize  the
changes in their fair value in earnings.

                                       39


This table  presents the fair values of derivative  instruments  included on our
consolidated balance sheet as of April 30, 2009:

                                                           Amount        Classification
                                                                   
Derivatives in a gain position:
  Currency derivatives designated as cash flow hedges        $ 12        Accrued expenses

Derivatives in a loss position:
  Currency derivatives designated as cash flow hedges        $(13)       Accrued expenses
  Currency derivatives not designated as hedges              $ (1)       Accrued expenses
  Commodity derivatives not designated as hedges             $ (2)       Accrued expenses



This  table  presents  the  amounts  affecting  our  consolidated  statement  of
operations for the year ended April 30, 2009:

                                                           Amount       Classification
                                                                   
Currency derivatives designated as cash flow hedges:
  Net gain recognized in AOCI                                $ 28       n/a
  Net gain reclassified from AOCI into income                $ 10       Net sales

Derivatives not designated as hedging instruments:
  Currency derivatives - net gain recognized in income       $ 23       Net sales
  Commodity derivatives - net loss recognized in income      $ (7)      Cost of sales


We expect to  reclassify  $9 of deferred net gains  recorded in AOCI as of April
30, 2009, to earnings  during fiscal 2010. The actual amounts that we ultimately
reclassify  to  earnings  will depend on the  exchange  rates in effect when the
underlying  hedged  transactions  occur.  The  maximum  term  of  our  contracts
outstanding at April 30, 2009 is 18 months.

CREDIT RISK. We are exposed to credit-related losses if the other parties to our
derivative  contracts breach them. This credit risk is limited to the fair value
of the  contracts.  To manage this risk, we enter into contracts only with major
financial institutions that have earned investment-grade credit ratings; we have
established  counterparty  credit guidelines that are continually  monitored and
reported  to  senior  management  according  to  prescribed  guidelines;  and we
monetize  contracts  when  warranted.  Because of the  safeguards we have put in
place, we consider the risk of counterparty default to be immaterial.

Some of our  derivative  instruments  require us to maintain a specific level of
creditworthiness,   which  we   maintained   throughout   fiscal  2009.  If  our
creditworthiness  were to fall below such level,  then the other  parties to our
derivative  instruments could request immediate payment or collateralization for
derivative  instruments  in net liability  positions.  As of April 30, 2009, the
aggregate fair value of all derivatives with creditworthiness  requirements that
were in a net liability position was $2.

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of cash, cash equivalents, and short-term borrowings approximates
the carrying amount due to the short maturities of these instruments.

We estimate the fair value of long-term debt using  discounted  cash flows based
on our incremental borrowing rates for similar debt. The fair value of commodity
and  foreign  currency  contracts  is  determined  as  discussed  in Note  10. A
comparison of the fair values and carrying  amounts of these  instruments  is as
follows:

April 30,                              2008                       2009
--------------------------------------------------------------------------------
                                Carrying      Fair         Carrying       Fair
                                 Amount       Value         Amount       Value
--------------------------------------------------------------------------------
Assets:
   Cash and cash equivalents      $119        $119           $340         $340
   Commodity contracts               7           7             --           --

Liabilities:
   Commodity contracts              --          --              2            2
   Foreign currency contracts       10          10              1            1
   Short-term borrowings           585         585            337          337
   Current portion of
    long-term debt                   4           4            153          149
   Long-term debt                  417         417            509          535



10. FAIR VALUE MEASUREMENTS

In September  2006, the FASB issued SFAS 157, "Fair Value  Measurements,"  which
defines  fair value,  establishes  a framework  for  measuring  fair value,  and
expands disclosures about fair value  measurements.  SFAS 157 defines fair value
as the exchange  price that would be received for an asset or paid to transfer a
liability  in the  principal  or  most  advantageous  market  for the  asset  or
liability  in  an  orderly   transaction  between  market  participants  at  the
measurement  date. SFAS 157  establishes a three-level  hierarchy based upon the
assumptions  (inputs)  used to determine  fair value.  Level 1 provides the most
reliable  measure of fair value,  while Level 3 generally  requires  significant
management judgment.  The three levels are:

 - Level 1: Quoted prices (unadjusted) in active markets for identical assets
   or liabilities.
 - Level 2: Observable inputs other than those included in Level 1, such as
   quoted prices for similar assets and liabilities in active markets; quoted
   prices for identical or similar assets and liabilities in markets that are
   not active; or other inputs that are observable or can be derived from or
   corroborated by observable market data.
 - Level 3: Unobservable inputs that are supported by little or no market
   activity.

In  February  2008,  the FASB  issued  FSP FAS 157-2,  which  permits a one-year
deferral for the implementation of SFAS 157 as it relates to nonfinancial assets
and  liabilities  that are not  recognized  or  disclosed  at fair  value in the
financial statements on a recurring basis (at least annually),  such as goodwill
and other  indefinite-lived  intangible  assets. We elected to defer adoption of
the  provisions of SFAS 157 that relate to such items until the beginning of our
2010 fiscal year. We do not expect our adoption to have a material impact on our
financial  statements.  We adopted  the other  provisions  of SFAS 157 on May 1,
2008, with no material impact on our financial statements.

                                       40


As of April 30, 2009,  the fair values of our financial  assets and  liabilities
are as follows:

                                   Total      Level 1      Level 2      Level 3

Assets                              n/a
Liabilities:
 Commodity contracts                $2          $2           --           --
 Foreign currency contracts         $1          --           $1           --


The fair  value of  commodity  contracts  is based on  quoted  prices  in active
markets.  The fair value of foreign  exchange  contracts is  determined  through
pricing models or formulas using observable market data.

SFAS  159,   "The  Fair  Value  Option  for   Financial   Assets  and  Financial
Liabilities,"  which became effective as of May 1, 2008,  provides the option to
measure at fair value many  financial  instruments  and certain  other items for
which fair value  measurement is not required.  We have currently  chosen not to
elect this option.

11. BALANCE SHEET INFORMATION

Supplemental information on our year-end balance sheet is as follows:


April 30,                                              2008           2009
--------------------------------------------------------------------------------
Property, plant, and equipment:
   Land                                                $ 88           $ 89
   Buildings                                            342            347
   Equipment                                            453            475
   Construction in process                               24             14
                                                 -------------------------------
                                                        907            925
   Less accumulated depreciation                        406            442
                                                 -------------------------------
                                                       $501           $483
                                                 ===============================

Accounts payable and accrued expenses:
   Accounts payable, trade                             $129           $ 96
   Accrued expenses:
      Advertising                                        67             52
      Compensation and commissions                       86             76
      Excise and other non-income taxes                  41             51
      Self-insurance claims                              10             11
      Postretirement benefits                             7              6
      Interest                                            2              5
      Other                                              38             29
                                                 -------------------------------
                                                        251            230
                                                 -------------------------------
                                                       $380           $326
                                                 ===============================

12. INCOME TAXES

We incur income  taxes on the  earnings of our domestic and foreign  operations.
The following  table,  based on the locations of the taxable entities from which
sales were  derived  (rather  than the  location  of  customers),  presents  the
domestic and foreign components of our income before income taxes:

Year Ended April 30,                        2007          2008           2009
--------------------------------------------------------------------------------
United States                               $489          $533           $533
Foreign                                       97           111             97
                                            ------------------------------------
                                            $586          $644           $630
                                            ====================================

The  income  shown  above  was  determined  according  to  financial  accounting
standards.  Because those standards  sometimes differ from the tax rules used to
calculate  taxable  income,  there are  differences  between:  (a) the amount of
taxable income and pretax  financial income for a year; and (b) the tax bases of
assets or liabilities and their amounts as recorded in our financial statements.
As a result,  we recognize a current tax liability for the estimated  income tax
payable on the current tax return,  and  deferred  tax  liabilities  (income tax
payable on income that will be  recognized  on future tax  returns) and deferred
tax assets (income tax refunds from deductions that will be recognized on future
tax returns)  for the  estimated  effects of the  differences  mentioned  above.
Deferred tax assets and  liabilities as of the end of each of the last two years
were as follows:

April 30,                                              2008           2009
--------------------------------------------------------------------------------
Deferred tax assets:
   Postretirement and other benefits                   $ 71           $ 98
   Accrued liabilities and other                         25             26
   Inventories                                           76             83
   Loss carryforwards                                    32             35
   Valuation allowance                                  (28)           (35)
                                             -----------------------------------
   Total deferred tax assets, net                       176            207
                                             -----------------------------------
Deferred tax liabilities:
   Trademarks and brand names                          (123)          (146)
   Property, plant, and equipment                       (40)           (39)
                                             -----------------------------------
   Total deferred tax liabilities                      (163)          (185)
                                             -----------------------------------
Net deferred tax asset                                 $ 13           $ 22
                                             ===================================

The $35  valuation  allowance  at April 30,  2009,  relates  primarily  to a $15
capital loss  carryforward  associated with the sale of Lenox during fiscal 2006
and a $16 non-trading  loss  carryforward  generated by  Brown-Forman  Beverages
Europe during fiscal 2009 in the U.K.  During fiscal 2009, we used $8 of capital
loss  carryforward  to  offset  the gain  recorded  on the sale of the Bolla and
Fontana  Candida  Italian  wine  brands.   Currently,  we  are  unaware  of  any
transaction that will permit the use of the capital loss  carryforward  relating
to the sale of Lenox,  which expires in fiscal 2011.  In addition,  although the
non-trading  losses in the U.K.  can be  carried  forward  indefinitely,  we are
unaware of any transaction  that will permit them to be utilized.  The remaining
valuation  allowance relates to other capital loss  carryforwards that expire in
fiscal 2012.

Deferred tax liabilities were not provided on undistributed  earnings of certain
foreign  subsidiaries  ($242 and $258 at April 30, 2008 and 2009,  respectively)
because we expect these  undistributed  earnings to be  reinvested  indefinitely
overseas.  If  these  amounts  were  not  considered   permanently   reinvested,
additional deferred tax liabilities of approximately $45 and $51 would have been
provided as of April 30, 2008 and 2009, respectively.

                                       41


Total income tax expense for a year includes the tax associated with the current
tax return  ("current tax expense") and the change in the net deferred tax asset
or liability ("deferred tax expense").  Total income tax expense for each of the
last three years was as follows:

                                            2007          2008          2009
--------------------------------------------------------------------------------
Current:
   Federal                                  $141          $154          $142
   Foreign                                    27            26            23
   State and local                            16            19            15
                                            ------------------------------------
                                             184           199           180
                                            ------------------------------------

Deferred:
   Federal                                     5             3            11
   Foreign                                     1             4             1
   State and local                            (4)           (2)            3
                                            ------------------------------------
                                               2             5            15
                                            ------------------------------------
                                            $186          $204          $195
                                            ====================================

Our consolidated  effective tax rate may differ from current statutory rates due
to the  recognition  of  amounts  for  events or  transactions  that have no tax
consequences.  The  following  table  reconciles  our  effective tax rate to the
federal statutory tax rate in the U.S.:

                                             Percent of Income Before Taxes
--------------------------------------------------------------------------------
                                            2007          2008           2009
--------------------------------------------------------------------------------
U.S. federal statutory rate                 35.0%         35.0%          35.0%
State taxes, net of U.S.
 federal tax benefit                         1.3           1.5            1.8
Income taxed at other than U.S.
 federal statutory rate                     (1.5)         (1.8)          (1.3)
Tax benefit from export sales               (1.0)           --             --
Tax benefit from U.S. manufacturing         (0.7)         (1.8)          (1.7)
Capital loss benefit                          --            --           (1.2)
Other, net                                  (1.4)         (1.2)          (1.5)
                                           -------------------------------------
Effective rate                              31.7%         31.7%          31.1%
                                           =====================================

Effective May 1, 2007, we adopted FIN 48,  "Accounting for Uncertainty in Income
Taxes - an Interpretation  of  FASB  Statement  No. 109,"  which  clarifies  the
accounting for uncertainty in tax positions.  This interpretation  required that
we recognize in our  financial  statements  the impact of a tax position if that
position  is more  likely  than  not to be  sustained  on  audit,  based  on the
technical  merits of the position.  Upon adoption,  we made no adjustment to our
unrecognized tax benefits.

At April 30, 2009, we had $26 of gross  unrecognized tax benefits,  $19 of which
would reduce our effective income tax rate if recognized.  A  reconciliation  of
the beginning and ending unrecognized tax benefits follows:

                                                             2008          2009
--------------------------------------------------------------------------------
Unrecognized tax benefits at beginning of year                $43           $35
Additions for tax positions provided in prior periods           1             1
Additions for tax positions provided in current period          4             4
Settlements of tax positions in the current period             (7)           (2)
Lapse of statutes of limitations                               (6)          (12)
                                                       -------------------------
Unrecognized tax benefits at end of year                      $35           $26
                                                       =========================

We record  interest  and  penalties  related to  unrecognized  tax benefits as a
component of our income tax provision.  Total gross interest and penalties of $8
and $6 were accrued as of April 30, 2008 and 2009,  respectively.  The impact of
interest  and  penalties  on our  effective  tax rates for 2008 and 2009 was not
material.

We file  income  tax  returns  in the U.S.,  including  several  state and local
jurisdictions,  as well as in various other  countries  throughout  the world in
which we conduct  business.  The major  jurisdictions  and their earliest fiscal
years that are currently open for tax examinations are 1998 in the U.S., 2005 in
Ireland and Italy, 2003 in the U.K. and Finland,  and 2002 in Poland.  Audits of
our fiscal 2006 and 2007 U.S.  federal tax returns were initiated  during fiscal
2009.

We believe it is reasonably  possible that the gross  unrecognized  tax benefits
may decrease by approximately $2 in the next 12 months as a result of settlement
and expiration of statutes of limitations.

13. PENSION AND OTHER POSTRETIREMENT BENEFITS

We sponsor various defined benefit pension plans as well as postretirement plans
providing  retiree health care and retiree life insurance  benefits.  Below,  we
discuss our obligations  related to these plans, the assets dedicated to meeting
the obligations,  and the amounts we recognized in our financial statements as a
result of sponsoring  these plans. As discussed  below, we now use a measurement
date of April 30 to determine the amounts of the plan obligations and assets.

On April 30,  2007,  we adopted  SFAS 158,  "Employer's  Accounting  for Defined
Benefit  Pension  and  Other  Postretirement  Plans."  SFAS 158  requires  that,
beginning in fiscal 2009, the assumptions used to measure our annual pension and
other  postretirement  benefit  expenses be  determined  as of the balance sheet
date,  and all  plan  assets  and  liabilities  be  reported  as of  that  date.
Accordingly,  as of the  beginning  of our 2009  fiscal  year,  we  changed  the
measurement  date  for our  annual  pension  and  other  postretirement  benefit
expenses and all plan assets and  liabilities  from January 31 to April 30. As a
result of this change in measurement date, we recorded an increase of $6 (net of
tax of $4) to stockholders' equity as of May 1, 2008, as follows:

                                  Pension       Medical and Life       Total
                                  Benefits     Insurance Benefits     Benefits

Retained earnings                   $(2)              $(1)              $(3)
Accumulated other comprehensive
 income (loss)                        8                 1                 9
                                    ----              ----              ----
Total                               $ 6               $ --              $ 6
                                    ====              ====              ====

                                       42


OBLIGATIONS.   We   provide   eligible   employees   with   pension   and  other
post-retirement  benefits  based  on  such  factors  as  years  of  service  and
compensation  level  during  employment.  The  pension  obligation  shown  below
("projected benefit  obligation")  consists of: (a) benefits earned by employees
to date based on current salary levels ("accumulated benefit  obligation");  and
(b) benefits to be received by employees as a result of expected  future  salary
increases.  (The  obligation  for  medical  and life  insurance  benefits is not
affected by future salary  increases.) This table shows how the present value of
our obligation changed during each of the last two years.

                                             Pension           Medical and Life
                                             Benefits         Insurance Benefits
--------------------------------------------------------------------------------
                                          2008      2009        2008      2009
--------------------------------------------------------------------------------
Obligation at beginning of year           $448      $451        $ 53      $ 52
Service cost                                13        13           1         1
Interest cost                               27        30           3         3
Net actuarial gain                         (21)      (53)         (3)       (9)
Plan amendments                              1         1          --        --
Retiree contributions                       --        --           1         1
Benefits paid                              (17)      (20)         (3)       (4)
Measurement date change                     --        (8)         --        --
Special termination benefits                --         1          --        --
                                        ----------------------------------------
Obligation at end of year                 $451      $415        $ 52      $ 44
                                        ========================================

Service cost represents the present value of the benefits  attributed to service
rendered by  employees  during the year.  Interest  cost is the  increase in the
present value of the  obligation  due to the passage of time. Net actuarial loss
(gain)  is the  change  in value of the  obligation  resulting  from  experience
different  from that  assumed or from a change in an actuarial  assumption.  (We
discuss actuarial assumptions used at the end of this note.)

As shown in the previous  table,  our pension and other  postretirement  benefit
obligations   were  reduced  by  benefit   payments  in  2009  of  $20  and  $4,
respectively. Expected benefit payments over the next 10 years are as follows:

                                             Pension           Medical and Life
                                             Benefits         Insurance Benefits
--------------------------------------------------------------------------------
2010                                           $ 24                  $ 3
2011                                             24                    3
2012                                             25                    3
2013                                             26                    3
2014                                             27                    4
2015-2019                                       158                   19


ASSETS.  We  specifically  invest in certain assets in order to fund our pension
benefit  obligations.  Our investment  goal is to earn a total return that, over
time,  will grow  assets  sufficiently  to fund our  plans'  liabilities,  after
providing  appropriate  levels of contributions  and accepting prudent levels of
investment  risk.  To achieve this goal,  plan assets are invested  primarily in
funds or portfolios of funds actively  managed by outside  managers.  Investment
risk is  managed by  company  policies  that  require  diversification  of asset
classes,  manager  styles,  and  individual  holdings.  We measure  and  monitor
investment risk through quarterly and annual performance  reviews,  and periodic
asset/liability studies.

Asset allocation is the most important method for achieving our investment goals
and is based on our assessment of the plans' long-term return objectives and the
appropriate balances needed for liquidity,  stability, and diversification.  The
allocation  of our pension plan assets at fair value on April 30, 2008 and 2009,
and the target allocation for 2010, by asset category, are as follows:

                                                     Asset Allocation
--------------------------------------------------------------------------------
                                          Actual          Actual          Target
                                           2008            2009            2010
--------------------------------------------------------------------------------
Equity securities                           56%             52%             47%
Debt securities                             22              28              30
Real estate                                 10               8               8
Other                                       12              12              15
                                        ----------------------------------------
Total                                      100%            100%            100%
                                        ========================================

This table shows how the fair value of the pension  plan assets  changed  during
each of the last two years. (We do not have assets set aside for  postretirement
medical or life insurance benefits.)

                                             Pension           Medical and Life
                                             Benefits         Insurance Benefits
--------------------------------------------------------------------------------
                                          2008      2009        2008      2009
--------------------------------------------------------------------------------
Fair value at beginning of year           $396      $397        $ --      $ --
Measurement date change                     --         2          --        --
Actual return on plan assets                16      (110)         --        --
Retiree contributions                       --        --           1         1
Company contributions                        2        15           2         3
Benefits paid                              (17)      (20)         (3)       (4)
                                        ----------------------------------------
Fair value at end of year                 $397      $284        $ --      $ --
                                        ========================================

Consistent  with  our  funding  policy,  we  expect  to  contribute  $3  to  our
postretirement  medical and life insurance  benefit plans in 2010.  While we may
decide to contribute  more, we currently expect to contribute $19 to our pension
plans in 2010.

FUNDED STATUS.  The funded status of a plan refers to the difference between its
assets and its obligations. This table shows the funded status of our plans.

                                             Pension           Medical and Life
                                             Benefits         Insurance Benefits
--------------------------------------------------------------------------------
                                          2008      2009         2008     2009
--------------------------------------------------------------------------------
Assets                                   $ 397     $ 284         $ --     $ --
Obligations                               (451)     (415)         (52)     (44)
Assets contributed
 after measurement date                      1        --           --       --
                                          --------------------------------------
Funded status                            $ (53)    $(131)        $(52)    $(44)
                                          ======================================

                                       43


The net liability is recorded on the balance sheet as follows:

                                             Pension           Medical and Life
                                             Benefits         Insurance Benefits
--------------------------------------------------------------------------------
                                          2008      2009        2008      2009
--------------------------------------------------------------------------------
Other assets                              $ 23     $   6        $ --      $ --
Accounts payable and accrued expenses       (4)       (3)         (3)       (3)
Accrued postretirement benefits            (72)     (134)        (49)      (41)
                                          --------------------------------------
Net liability                             $(53)    $(131)       $(52)     $(44)
                                          ======================================

Accumulated other comprehensive
 loss (income):
   Net actuarial loss (gain)              $131      $203         $  5     $ (5)
   Prior service cost                        5         5            1        1
                                          --------------------------------------
                                          $136      $208         $  6     $ (4)
                                          ======================================

This  table  compares  our  pension  plans  that have  assets in excess of their
accumulated  benefit  obligations  with those  whose  assets are less than their
obligations. (As discussed above, we have no assets set aside for postretirement
medical or life insurance benefits.)

                                                   Accumulated       Projected
                                                    Benefit           Benefit
                                 Plan Assets       Obligation        Obligation
-------------------------------------------------------------------------------
                                 2008   2009       2008   2009      2008   2009
-------------------------------------------------------------------------------
Plans with assets in
 excess of accumulated
 benefit obligation              $397   $ 38       $336   $ 31      $397   $ 32
Plans with accumulated
 benefit obligation in
 excess of assets                  --    246         45    346        54    383
                                ------------------------------------------------
Total                            $397   $284       $381   $377      $451   $415
                                ================================================

PENSION  EXPENSE.  This  table  shows  the  components  of the  pension  expense
recognized  during  each of the last  three  years.  The  amount  for each  year
includes  amortization  of  the  prior  service  cost  and  net  loss  that  was
unrecognized as of the beginning of the year.

                                                     Pension Benefits
--------------------------------------------------------------------------------
                                           2007            2008            2009
--------------------------------------------------------------------------------
Service cost                               $ 13            $ 13            $ 13
Interest cost                                24              27              30
Special termination benefits                 --              --               1
Expected return on plan assets              (32)            (32)            (35)
Amortization of:
   Prior service cost                         1               1               1
   Net actuarial loss                        12              12               6
                                       -----------------------------------------
Net expense                                $ 18            $ 21            $ 16
                                       =========================================

The prior service cost  represents the cost of retroactive  benefits  granted in
plan  amendments  and is  amortized  on a  straight-line  basis over the average
remaining service period of the employees expected to receive the benefits.  The
net actuarial loss results from experience different from that assumed or from a
change  in  actuarial  assumptions,  and is  amortized  over at least  that same
period.  The estimated  amount of prior service cost and net actuarial loss that
will be amortized from accumulated other comprehensive loss into pension expense
in 2010 is $1 and $4, respectively.

The pension  expense  recorded  during the year is estimated at the beginning of
the year. As a result, the amount is calculated using an expected return on plan
assets rather than the actual return. The difference between actual and expected
returns is included in the unrecognized net actuarial gain or loss at the end of
the year.

OTHER  POSTRETIREMENT  BENEFIT  EXPENSE.  This table shows the components of the
postretirement  medical and life  insurance  benefit  expense that we recognized
during each of the last three years.

                                           Medical and Life Insurance Benefits
--------------------------------------------------------------------------------
                                           2007            2008            2009
--------------------------------------------------------------------------------
Service cost                                $1              $1              $1
Interest cost                                3               3               3
                                       -----------------------------------------
Net expense                                 $4              $4              $4
                                       =========================================

OTHER  COMPREHENSIVE  INCOME.  Changes in the funded status of our benefit plans
that are not  recognized  in net income  (as  pension  and other  postretirement
benefit expense) are instead  recognized in other  comprehensive  income.  Other
comprehensive  income is also adjusted to reflect the  amortization of the prior
service cost and net actuarial gain or loss, which is a component of net pension
and other postretirement  benefit expense,  from accumulated other comprehensive
income  (loss) to net income.  This table shows the amounts  recognized in other
comprehensive income during 2009:

                                                Pension        Medical and Life
                                                Benefits      Insurance Benefits

Prior service cost                                $ 1               $--
Actuarial loss (gain)                              92                (9)
Amortization reclassified to net income:
   Prior service cost                              (1)               --
   Net actuarial loss                              (6)               --
                                                  ----              ----
Net amount recognized in
 other comprehensive income                       $86               $(9)
                                                  ====              ====

                                       44


ASSUMPTIONS  AND  SENSITIVITY.  We use  various  assumptions  to  determine  the
obligations and expense related to our pension and other postretirement  benefit
plans. The assumptions used in computing  benefit plan obligations as of the end
of the last two years were as follows:

                                             Pension           Medical and Life
                                             Benefits         Insurance Benefits
--------------------------------------------------------------------------------
(In Percent)                              2008      2009        2008      2009
--------------------------------------------------------------------------------
Discount rate                             6.64      7.94        6.45      7.80
Rate of salary increase                   4.00      4.00         --        --
Expected return on plan assets            8.75      8.50         --        --


The assumptions  used in computing  benefit plan expense during each of the last
three years were as follows:

                                          Pension            Medical and Life
                                          Benefits          Insurance Benefits
--------------------------------------------------------------------------------
(In Percent)                        2007    2008    2009    2007    2008    2009
--------------------------------------------------------------------------------
Discount rate                       5.95    6.04    6.87    5.95    5.98    6.87
Rate of salary increase             4.00    4.00    4.00     --      --      --
Expected return on plan assets      8.75    8.75    8.75     --      --      --


The discount  rate  represents  the interest rate used to discount the cash-flow
stream of benefit  payments to a net present  value as of the  current  date.  A
lower  assumed  discount  rate  increases  the  present  value  of  the  benefit
obligation.  We  determined  the discount  rate using a yield curve based on the
interest rates of high-quality debt securities with maturities  corresponding to
the expected timing of our benefit payments.

The assumed rate of salary  increase  reflects the expected  annual  increase in
salaries as a result of inflation,  merit  increases,  and  promotions.  A lower
assumed rate decreases the present value of the benefit obligation. The expected
return on plan assets  represents  the  long-term  rate of return that we assume
will be earned over the life of the pension assets, considering the distribution
of those assets among investment  categories and the related historical rates of
return.

The  assumed  health  care cost trend  rates as of the end of the last two years
were as follows:

                                         Medical and Life Insurance Benefits
--------------------------------------------------------------------------------
(In Percent)                                     2008           2009
--------------------------------------------------------------------------------
Health care cost trend rate assumed for next year:
   Present rate before age 65                     9.0            8.0
   Present rate age 65 and after                  9.0            8.0


We project health care cost trend rates to decline gradually to 5.0% by 2015 and
to remain  level  after  that.  Assumed  health  care cost  trend  rates  have a
significant effect on the amounts reported for  postretirement  medical plans. A
one percentage point  increase/decrease  in assumed health care cost trend rates
would have increased/decreased the accumulated postretirement benefit obligation
as of April 30, 2009,  by $4 and the  aggregate  service and interest  costs for
2009 by less than $1.

SAVINGS PLANS. We also sponsor various defined  contribution  benefit plans that
in total  cover  substantially  all  employees.  Employees  can  make  voluntary
contributions in accordance with the provisions of their respective plans, which
includes a 401(k) tax deferral option.  We match a percentage of each employee's
contributions  in accordance  with the provisions of the plans.  We expensed $8,
$9,  and  $10  for  matching   contributions   during  2007,   2008,  and  2009,
respectively.

14. SEGMENT INFORMATION

The following table presents net sales by product category:

                                   2007              2008              2009
--------------------------------------------------------------------------------
Net sales:
   Spirits                       $2,425            $2,896            $2,832
   Wine                             381               386               360
                                 -----------------------------------------------
                                 $2,806            $3,282            $3,192
                                 ===============================================

The following table presents net sales by geographic region:

                                   2007              2008              2009
--------------------------------------------------------------------------------
Net sales:
   United States                 $1,498            $1,564            $1,542
   Europe                           816               955               892
   Other                            492               763               758
                                 -----------------------------------------------
                                 $2,806            $3,282            $3,192
                                 ===============================================

Net sales are attributed to countries based on where customers are located.  The
net book value of property,  plant, and equipment  located in Mexico was $64 and
$52 as of April 30, 2008 and 2009, respectively. Other long-lived assets located
outside the U.S. are not significant.

15. CONTINGENCIES

We operate in a litigious  environment,  and we are sued in the normal course of
business. Sometimes plaintiffs seek substantial damages. Significant judgment is
required in predicting the outcome of these suits and claims, many of which take
years to adjudicate. We accrue estimated costs for a contingency when we believe
that a loss is probable and we can make a reasonable  estimate of the loss,  and
adjust the accrual as appropriate to reflect changes in facts and circumstances.
No material accrued loss contingencies are recorded as of April 30, 2009.

16. STOCK-BASED COMPENSATION

Under our 2004  Omnibus  Compensation  Plan  (the  "Plan"),  we can grant  stock
options and other  stock-based  incentive awards for a total of 7,433,000 shares
of common stock to eligible employees until July 22, 2014. As of April 30, 2009,
awards for 5,029,000 shares remain available for issuance under the Plan. Shares
delivered  to  employees  are limited by the Plan to shares that we purchase for
this purpose. No new shares may be issued.

                                       45


We grant stock options and SSARs at an exercise  price of not less than the fair
value of the underlying stock on the grant date. Stock options and SSARs granted
under the Plan  become  exercisable  after three years from the first day of the
fiscal year of grant and expire seven years after that date. The grant-date fair
values of these awards granted during 2007, 2008, and 2009 were $12.85,  $12.20,
and  $11.41  per award,  respectively.  Fair  values  were  estimated  using the
Black-Scholes pricing model with the following assumptions:

                                      2007      2008      2009
--------------------------------------------------------------
Risk-free interest rate               5.0%      4.7%      3.5%
Expected volatility                  16.9%     17.2%     18.1%
Expected dividend yield               1.8%      1.7%      1.8%
Expected life (years)                   6         6         6

Here is a summary of stock option and SSAR  activity  under the Plan as of April
30, 2009, and changes during the year then ended:

                                                        Weighted              Weighted
                                     Shares         Average Exercise      Average Remaining      Aggregate
                                 (in thousands)   Price Per Option/SSAR   Contractual Term    Intrinsic Value
-------------------------------------------------------------------------------------------------------------
                                                                                        
Outstanding at May 1, 2008           4,474               $35.91
Granted                                497                57.41
Exercised                             (625)               26.24
Forfeited or expired                   (31)               53.77
                                ---------------
Outstanding at April 30, 2009        4,315               $39.65                 5.0                 $43
                                ---------------
Exercisable at April 30, 2009        3,030               $32.69                 3.8                 $43
                                ---------------

The total intrinsic value of options and SSARs exercised  during 2007, 2008, and
2009 was $26, $31, and $17, respectively.

We also grant restricted  shares of common stock under the Plan. As of April 30,
2009, there are  approximately  162,000  restricted shares  outstanding,  with a
weighted-average  remaining restriction period of 2.2 years. The following table
summarizes restricted stock activity during 2009.

                                                     Weighted
                                 Restricted          Average
                                   Shares           Grant Date
                               (in thousands)       Fair Value
--------------------------------------------------------------
Outstanding at May 1, 2008          188              $44.69
Granted                              48               57.46
Vested                              (68)              39.01
Forfeited                            (6)              46.45
                                    ---
Outstanding at April 30, 2009       162              $50.75
                                    ===

The total fair value of restricted  stock vested during 2008 and 2009 was $1 and
$3, respectively. No restricted stock vested during 2007.

The  accompanying  consolidated  statements of operations  reflect  compensation
expense  related to  stock-based  incentive  awards on a pre-tax  basis of $8 in
2007,  $10 in 2008,  and $7 in 2009,  partially  offset by  deferred  income tax
benefits of $3 in 2007, $4 in 2008, and $3 in 2009. As of April 30, 2009,  there
was $9 of total unrecognized  compensation cost related to nonvested stock-based
compensation.  That cost is expected to be  recognized  over a  weighted-average
period of 1.8 years.

17. RESTRUCTURING COSTS

In April 2009,  we accrued $12 related to our  decision to reduce our  workforce
through involuntary employment termination and voluntary early retirement.  That
amount,  which is reflected in selling,  general,  and administrative  expenses,
consists  of  severance  and other  special  termination  benefits.  No material
additional expenses are expected to be incurred as a result of this reduction in
workforce,  which was completed in fiscal 2009. We expect  substantially  all of
the accrued amount to be paid during fiscal 2010.

18. OTHER INCOME

In September  2006, we entered into an agreement with Gruppo Italiano Vini (GIV)
for the production of Bolla Italian wines. Under the agreement, we also sold our
main Bolla wine  production  facility in Pedemonte,  Italy,  to GIV,  which then
produced  Bolla  Italian  Wines for us. We recognized a gain on the sale of $11,
which is included in other income for fiscal 2007.  The agreement also named GIV
as Bolla's  distributor in the Italian domestic market. We maintained  worldwide
ownership  of the Bolla  trademark  and  continued  to sell  Bolla  Wines in the
brand's other markets.

Under a separate agreement, in December 2008, we recognized a gain of $20 on the
sale of the Bolla and Fontana Candida wine brands to GIV. In order to facilitate
the  transition of the brands to GIV, we served as its agent for these brands in
the U.S. through February 28, 2009.

                                       46


                             REPORTS OF MANAGEMENT

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Our management is responsible for the preparation,  presentation,  and integrity
of the financial  information  presented in this Annual Report. The consolidated
financial  statements  were prepared in conformity  with  accounting  principles
generally  accepted in the U.S. (GAAP),  including amounts based on management's
best  estimates  and  judgments.   In  management's  opinion,  the  consolidated
financial statements fairly present the Company's financial position, results of
operations, and cash flows.

The Audit Committee of the Board of Directors,  which is composed of independent
directors,  meets regularly with the independent  registered  public  accounting
firm,  PricewaterhouseCoopers  LLP (PwC), internal auditors, and representatives
of management to review accounting,  internal control  structure,  and financial
reporting  matters.  The internal auditors and PwC have full, free access to the
Audit Committee.  As set forth in our Code of Conduct and Compliance Guidelines,
we are firmly  committed  to  adhering  to the  highest  standards  of moral and
ethical behaviors in our business activities.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management  is  also  responsible  for  establishing  and  maintaining  adequate
internal  control over financial  reporting,  as defined in Rule 13a-15(f) under
the  Securities  Exchange  Act of 1934.  Our  internal  control  over  financial
reporting is designed to provide reasonable  assurance regarding the reliability
of financial reporting and the preparation of financial  statements for external
purposes in accordance with accounting principles generally accepted in the U.S.

Under our supervision, and with the participation of management, we conducted an
evaluation of the effectiveness of the Company's internal control over financial
reporting based on the framework and criteria in "Internal  Control - Integrated
Framework"  issued by the Committee of Sponsoring  Organizations of the Treadway
Commission.  Based on this evaluation,  we concluded that the Company's internal
control over financial reporting was effective as of April 30, 2009.

There  has been no change  in the  Company's  internal  control  over  financial
reporting during the most recent fiscal year that has materially affected, or is
reasonably  likely to materially  affect,  the Company's  internal  control over
financial  reporting.  The effectiveness of the Company's  internal control over
financial  reporting as of April 30, 2009, has been audited by PwC, as stated in
their report that appears on page 48.



/s/ Paul C. Varga
Paul C. Varga
Chairman and Chief Executive Officer



/s/ Donald C. Berg
Donald C. Berg
Executive Vice President and Chief Financial Officer

                                       47


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF BROWN-FORMAN CORPORATION:

In our opinion,  the  accompanying  consolidated  balance sheets and the related
consolidated  statements of operations,  cash flows,  and  stockholders'  equity
present fairly, in all material respects, the financial position of Brown-Forman
Corporation and its subsidiaries (the "Company") at April 30, 2009 and April 30,
2008,  and the results of their  operations and their cash flows for each of the
three years in the period  ended April 30, 2009 in  conformity  with  accounting
principles  generally  accepted  in the United  States of  America.  Also in our
opinion,  the Company maintained,  in all material respects,  effective internal
control  over  financial  reporting  as of April  30,  2009,  based on  criteria
established in "Internal Control - Integrated Framework" issued by the Committee
of Sponsoring  Organizations of the Treadway  Commission  (COSO).  The Company's
management  is  responsible  for these  financial  statements,  for  maintaining
effective  internal  control over financial  reporting and for its assessment of
the  effectiveness  of internal  control over financial  reporting,  included in
Management's  Report on Internal Control over Financial  Reporting  appearing on
page 47 of this Annual Report to Stockholders.  Our responsibility is to express
opinions on these  financial  statements and on the Company's  internal  control
over financial reporting based on our integrated audits. We conducted our audits
in accordance  with the  standards of the Public  Company  Accounting  Oversight
Board  (United  States).  Those  standards  require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of  material  misstatement  and whether  effective  internal  control  over
financial  reporting was maintained in all material respects.  Our audits of the
financial  statements included examining,  on a test basis,  evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall financial statement  presentation.  Our audit of internal
control over financial reporting included obtaining an understanding of internal
control over financial  reporting,  assessing the risk that a material  weakness
exists,  and testing and  evaluating the design and operating  effectiveness  of
internal control based on the assessed risk. Our audits also included performing
such other  procedures  as we  considered  necessary  in the  circumstances.  We
believe that our audits provide a reasonable basis for our opinions.

A company's  internal control over financial  reporting is a process designed to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial  reporting  includes those policies and procedures that (i) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions of the assets of the company;  (ii)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company;  and (iii) provide  reasonable  assurance  regarding  prevention or
timely  detection  of  unauthorized  acquisition,  use,  or  disposition  of the
company's assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
June 26, 2009

                                       48



               IMPORTANT INFORMATION ON FORWARD-LOOKING STATEMENTS

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,"  "anticipate,"
"see," "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
   initiatives
 - 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, or capital gains), changes in tax rules (e.g., LIFO,
   foreign income deferral, or 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 behavior
 - 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

                                       49


                         QUARTERLY FINANCIAL INFORMATION
               (Expressed in millions, except per share amounts)

----------------------------------------------------------------------------------------------------------------------------------
                                                    Fiscal 2008                                       Fiscal 2009
                                  ----------------------------------------------    ----------------------------------------------
                                   First    Second     Third    Fourth               First    Second     Third    Fourth
                                  Quarter   Quarter   Quarter   Quarter    Year     Quarter   Quarter   Quarter   Quarter    Year
----------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Net Sales                           $739      $893      $877      $772    $3,282      $790      $935      $784      $683    $3,192
Gross Profit                         391       470       433       401     1,695       381       467       371       359     1,577
Net Income
   Continuing Operations              95       130       116        99       440        88       143       123        80       435
   Total Company                      95       129       116        99       440        88       143       123        80       435
Basic EPS
   Continuing Operations           $0.62     $0.84     $0.76     $0.65     $2.87     $0.59     $0.95     $0.82     $0.53     $2.89
   Total Company                    0.62      0.84      0.76      0.66      2.87      0.59      0.95      0.82      0.53      2.89
Diluted EPS
   Continuing Operations           $0.62     $0.83     $0.75     $0.65     $2.84     $0.58     $0.94     $0.81     $0.53     $2.87
   Total Company                    0.62      0.83      0.75      0.65      2.85      0.58      0.94      0.81      0.53      2.87
Cash Dividends Per Common Share
   Declared                        $0.49     $0.00     $0.54     $0.00     $1.03     $0.54     $0.00     $0.58     $0.00     $1.12
   Paid                             0.24      0.24      0.27      0.27      1.03      0.27      0.27      0.29      0.29      1.12

Market Price Per Common Share
   Class A High                   $62.00    $66.00    $62.80    $60.92    $66.00    $63.17    $62.91    $54.92    $50.97    $63.17
   Class A Low                     53.20     55.76     50.40     52.00     50.40     53.61     40.91     38.30     35.06     35.06

   Class B High                   $59.41    $63.90    $60.92    $58.68    $63.90    $63.02    $62.98    $53.49    $48.41    $63.02
   Class B Low                     51.01     52.83     49.08     49.68     49.08     53.58     41.94     40.46     34.97     34.97

Note: Quarterly amounts may not add to amounts for the year due to rounding.

                                       50


                                                                     Exhibit 21

                         SUBSIDIARIES OF THE REGISTRANT

                                          Percentage           State or
                                          of Voting          Jurisdiction
Name                                   Securities Owned    of Incorporation
----                                   ----------------    ----------------

AMG Trading, L.L.C.                           100%           Delaware
B-F Korea, L.L.C.                             100%           Delaware
Brown-Forman Arrow Continental
 Europe, L.L.C.                               100%           Kentucky
Brown-Forman Australia Pty. Ltd.              100%           Australia
Brown-Forman Beverages North Asia, L.L.C.     100%           Delaware
Brown-Forman Beverages Japan, L.L.C.          100%           Delaware
Brown-Forman Italy, Inc.                      100%           Kentucky
Brown-Forman Thailand, L.L.C.                 100%           Delaware
Canadian Mist Distillers, Limited             100%           Ontario, Canada
Chambord Liqueur Royale de France             100%           France
Early Times Distillers Company                100%           Delaware
Fetzer Vineyards                              100%           California
Finlandia Vodka Worldwide Ltd.                100%           Finland
Heddon's Gate Investments, Inc.               100%           Delaware
Jack Daniel's Properties, Inc.                100%           Delaware
Limited Liability Company Brown-Forman
 Ukraine                                      100%           Ukraine
Sonoma-Cutrer Vineyards, Inc.                 100%           California
Southern Comfort Properties, Inc.             100%           California
Washington Investments, L.L.C.                100%           Kentucky
Woodford Reserve Stables, L.L.C.              100%           Kentucky
Longnorth Limited                             100% (1)(2)    Ireland
Clintock Limited                              100% (1)(3)    Ireland
Brown-Forman Netherlands, B.V.                100% (2)       Netherlands
BFC Tequila Limited                           100% (3)       Ireland
Jack Daniel Distillery, Lem Motlow,
 Prop., Inc.                                  100% (4)       Tennessee
Brown-Forman Korea Ltd.                       100% (5)       Korea
Brown-Forman Worldwide (Shanghai) Co., Ltd.   100% (6)       China
Brown-Forman Czech & Slovak
 Republics, s.r.o.                            100% (7)       Czech Republic
Brown-Forman Polska Sp. z o.o.                100% (7)        Poland
Brown-Forman Beverages Worldwide,
 Comercio de Bebidas Ltda.                    100% (8)       Brazil
Brown-Forman Worldwide, L.L.C.                100% (8)       Delaware
Amercain Investments, C.V.                    100% (9)       Netherlands
Brown-Forman Holdings Mexico S.A. de C.V.     100% (10)      Mexico
Distillerie Tuoni e Canepa Srl                100% (11)      Italy
Brown-Forman Beverages Europe, Ltd.           100% (12)      United Kingdom
Brown-Forman Dutch Holdings, B.V.             100% (12)      Netherlands
Brown-Forman Spirits Trading, L.L.C.          100% (13)      Turkey
Brown-Forman Tequila Mexico,
 S. de R.L. de C.V.                           100% (14)      Mexico
Cosesa-BF S.A., de C.V.                       100% (14)      Mexico
Valle de Amatitan, S.A. de C.V.               100% (14)      Mexico

The  companies  listed  above  constitute  all  active   subsidiaries  in  which
Brown-Forman  Corporation owns,  either directly or indirectly,  the majority of
the voting  securities.  No other active affiliated  companies are controlled by
Brown-Forman Corporation.

 (1)  Includes qualifying shares assigned to Brown-Forman Corporation.
 (2)  Owned by Amercain Investments C.V.
 (3)  Owned by Longnorth Limited.
 (4)  Owned by Jack Daniel's Properties, Inc.
 (5)  Owned by B-F Korea, L.L.C.
 (6)  Owned by Brown-Forman Beverages North Asia, L.L.C.
 (7)  Owned 81.8% by Brown-Forman Netherlands, B.V. and 18.2% by Brown-Forman
      Beverages Europe, Ltd.
 (8)  Owned 99% by Brown-Forman Corporation and 1% by Early Times Distillers
      Company.
 (9)  Owned 90% by Brown-Forman Corporation and 10% by Heddon's Gate
      Investments, Inc.
(10)  Owned 58.86% by Brown-Forman Corporation and 41.14% by Brown-Forman
      Netherlands, B.V.
(11)  Owned 37% by Brown-Forman Netherlands, B.V. and 63% by Brown-Forman Italy,
      Inc.
(12)  Owned by Brown-Forman Netherlands, B.V.
(13)  Owned 90% by AMG Trading, L.L.C. and 10% by Brown-Forman Worldwide, L.L.C.
(14)  Owned 99% by Brown-Forman Holdings Mexico S.A. de C.V. and 1% by Early
      Times Distillers Company.



                                                                    Exhibit 23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statements  on Form S-3 (No.  333-140317,  33-12413,  and 33-52551) and Form S-8
(No.  333-08311,   333-38649,   333-74567,   333-77903,   333-88925,  333-89294,
333-126988, and 333-117630) of Brown-Forman Corporation of our report dated June
26, 2009 relating to the financial  statements and the effectiveness of internal
control over  financial  reporting,  which  appears in the 2009 Annual Report to
Stockholders,  which is incorporated in this Annual Report on Form 10-K. We also
consent to the  incorporation  by  reference  of our report  dated June 26, 2009
relating to the financial statement schedule, which appears in this Form 10-K.



/s/ PricewaterhouseCoopers LLP
Louisville, Kentucky
June 26, 2009




                                                                    Exhibit 31.1

       CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Paul C. Varga, certify that:

1.  I have reviewed this Annual Report on Form 10-K of Brown-Forman Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report.

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
    financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  Designed such internal control over financial reporting, or caused such
        internal control over financial reporting to be designed under our
        supervision, to provide reasonable assurance regarding the reliability
        of financial reporting and the preparation of financial statements for
        external purposes in accordance with generally accepted accounting
        principles;

    c)  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    d)  Disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation of internal control over financial reporting, to the
    registrant's auditors and the audit committee of the registrant's board of
    directors (or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.


Date:   June 26, 2009                           By: /s/ Paul C. Varga
                                                Paul C. Varga
                                                Chief Executive Officer


                                                                    Exhibit 31.2

     CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES-OXLEY ACT OF 2002

I, Donald C. Berg, certify that:

1.  I have reviewed this Annual Report on Form 10-K of Brown-Forman Corporation;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material respects
    the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this report.

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
    financial reporting (as defined in Exchange Act Rules 13a-15(f) and
    15d-15(f)) for the registrant and have:

    a)  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our supervision,
        to ensure that material information relating to the registrant,
        including its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which this
        report is being prepared;

    b)  Designed such internal control over financial reporting, or caused such
        internal control over financial reporting to be designed under our
        supervision, to provide reasonable assurance regarding the reliability
        of financial reporting and the preparation of financial statements for
        external purposes in accordance with generally accepted accounting
        principles;

    c)  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    d)  Disclosed in this report any change in the registrant's internal control
        over financial reporting that occurred during the registrant's most
        recent fiscal quarter (the registrant's fourth fiscal quarter in the
        case of an annual report) that has materially affected, or is reasonably
        likely to materially affect, the registrant's internal control over
        financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation of internal control over financial reporting, to the
    registrant's auditors and the audit committee of the registrant's board of
    directors (or persons performing the equivalent functions):

    a)  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b)  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.


Date:   June 26, 2009                           By: /s/ Donald C. Berg
                                                Donald C. Berg
                                                Chief Financial Officer



                                                                    Exhibit 32

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Brown-Forman Corporation ("the Company")
on Form 10-K for the period ended April 30, 2009,  as filed with the  Securities
and  Exchange  Commission  on  the  date  hereof  (the  "Report"),  each  of the
undersigned  hereby  certifies,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in the capacity as an
officer of the Company, that:

(1) The Report fully complies with the requirements of Section 13(a) of the
    Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material
    respects, the financial condition and results of operations of the Company.



Dated: June 26, 2009

                                           /s/ Paul C. Varga
                                           Paul C. Varga
                                           Chief Executive Officer
                                            and Chairman of the Company




                                           /s/ Donald C. Berg
                                           Donald C. Berg
                                           Executive Vice President and
                                            Chief Financial Officer


A signed  original of this  written  statement  required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.

This  certificate is being  furnished  solely for purposes of Section 906 and is
not being filed as part of the Report.