Brown-Forman Corporation F2Q 2009 (Qtr End 10/31/2008) Earnings Call Transcript

Brown-Forman Corporation (NYSE:BF.B)

F2Q 2009 Earnings Call

December 5, 2008 9:30 am ET

Executives

Ben Marmor – Director, Investor Relations

Paul C. Varga – Chairman, Chief Executive Officer

Donald C. Berg – Chief Financial Officer

Jane C. Morreau – Senior Vice President, Finance Management, Accounting, and Technology

Analysts

Dara Mohsenian - J.P. Morgan

Kaumil Gajrawala - UBS

Lauren Torres - HSBC

Timothy Ramey - D. A. Davidson & Co.

Lindsay Mann - Goldman Sachs

Operator

Good morning. My name is [Christy] and I will be your conference operator today. At this time I would like to welcome everyone to the Brown-Forman second quarter fiscal 2009 conference call. (Operator Instructions) Mr. Marmor, you may begin your conference.

Ben Marmor

Thank you. Good morning everyone and thank you for joining us for Brown-Forman’s second quarter earnings calls. December 5 is a special day for us as it is the 75th anniversary of the repeal of Prohibition. This is Ben Marmor, the Director of Investor Relations of Brown-Forman and with me here today are Paul Varga, our Chairman and Chief Executive Officer; Don Berg, Executive Vice President and Chief Financial Officer; and Jane Morreau, Senior Vice President, Finance Management, Accounting and Technology.

I will begin our call this morning with a few brief comments and Don will follow with a review of our performance for the quarter. We will reserve most of our strategic commentary for our investor presentation, which begins at 1:00 PM today. We will webcast that presentation for those not in attendance. A link will be provided on our website under Investor Relations.

As always, this morning’s conference call contains forward-looking statements based on our current expectations. Numerous risks and uncertainties may cause actual results to differ materially from those anticipated or projected in these statements. Many of the factors that will determine the future results are beyond the company’s ability to control or predict. You should not place undue reliance on any forward-looking statements and the company undertakes no obligation to update any of these statements whether due to new information, future events or otherwise.

This morning we issued a press release containing our second quarter results for fiscal 2009. The release can be found on our website under the section entitled Investor Relations. We have listed in the press release a number of risk factors that you should consider in conjunction with our forward-looking statements. Other significant risk factors are described in Form 10-K, Form 8-K, Form 10-Q reports filed with the Securities and Exchange Commission.

During this call we will also be discussing certain non-GAAP financial measures. These measures and the reasons management believes they provide useful information to investors regarding the company’s financial conditions and results of operations are contained in the press release.

And with that, I’ll turn the call over to Paul.

Paul C. Varga

Good morning everyone. Let me add to Ben’s opening by wishing everyone a happy 75th anniversary. Of course, celebrating a milestone anniversary of Prohibition’s repeal is a lot of fun for our company and our industry, but at the same time there are serious points to be made when discussing this topic. Foremost of these in my idea is that the failed attempt of Prohibition began the process of moving our country’s approach to alcohol from one of failed restriction and regulation to one of successful self-regulation and responsibility.

I’ve always found it significant that at the time of Prohibition’s repeal in 1933, our industry formed the Distilled Spirits Council of the United States or DISCUS as it is still called today. Our company’s immensely proud of the founding father and first president of DISCUS, with our own company president at the time, Mr. [Adele] Brown the first. So while repeal is 75 years old today, so too is Brown-Forman’s pursuit of our highest ambition related to society’s use of alcohol.

And that ambition is that we genuinely want society to enjoy the numerous benefits that can be derived from the responsible use of our products while avoiding the widely known harms that can occur from irresponsible use. This is of course a delicate balancing act that will be with us forever, but it’s a balancing act that I believe we and our industry do very well today. For this reason and many others, we are celebrating this 75th anniversary.

Now let me say just a few words about the results announced this morning and some of our other activities of late. Thinking about this comprehensively against one of the most difficult and uncertain backdrops that most of us can recall, Brown-Forman’s reported 13% quarterly EPS growth; posted mid-single digit organic operating income growth; authorized a $250 million share repurchase; announced a dividend increase of almost 6%; and sold a couple of non-strategic wine brands for a nice gain, while continuing to operate with enviable A debt rating.

In an environment like this it’s hard for anyone to feel great, but we do believe we’re in a better position than most today. Regarding our results, we’re quite pleased with our company’s progress for the first half of the fiscal year. I particularly liked our execution in the second quarter, as I believe it led to very good quarterly results particularly on the Jack Daniels in the United States.

When looking at the U.S. Nielsen’s over the last 90 days, Jack Daniels has outperformed other industry leading brands such as Crown Royal, Captain Morgan, Absolut, Grey Goose, Ketel One, Stoli, Johnny Walker and Jim Beam on both the unit volume and dollar sales basis. We find this very encouraging.

Over the last eight weeks as I’ve run into people socially, an extremely common perception posed often as a speculation has been something along the lines of “I’m sure you guys are doing fine, because people have just as good a reason to have a drink in bad times as they do good times.” While of course I didn’t comment at the time, I am happy to confirm that with this morning’s results, that thus far we are doing fine.

We believe that our second quarter and the first half results are a testament to the stability of our company, the strength, and resiliency of our brands and people, and the quality of our balance sheet and cash flows. These results also reinforce our belief that premium wines and spirits are an affordable luxury in both good times and bad. Like everyone else, we’re concerned about how this shaken and uncertain economic environment will unfold, but at the same time as we look at both the short and long term road ahead of us, we continue to like our prospects and our industry position.

I’ll now turn things over to Don to discuss our results more specifically.

Donald C. Berg

Thank you Paul and good morning everyone. Our performance this quarter was an extension of the primary theme from last quarter that despite a challenging economic environment, we continued to grow our overall business and remain confident about the long term growth opportunity for our brands. In addition to providing you more information around our performance, I’ll also touch briefly on the sale of our Bolla and Fontana Candida brands that we announced on December 1, as well as the share repurchase that we announced yesterday.

So to the results, as the media has made clear, the global economic environment has rapidly deteriorated since we spoke with you during our first quarter call. It’s become very difficult to make sense of the financial markets; globally, unemployment is on the rise; and consumer confidence is extraordinarily low. Recessions have been declared for many economies across Europe and as of this week, its official in the United States. Throughout all of this, Brown-Forman’s growth improved in the quarter.

For some time now, we’ve been discussing our efforts to manage through challenges such as these and are focused on spending where we believe the consumer is most responsive. This means, for example, more promotional activity off premise, an increased number of value-added packs, and well targeted pricing programs. We believe the results this quarter and for the first half of this fiscal year indicate that these efforts are paying off.

In the press release, we focused a lot on the six months results. I will go into more detail here on the quarterly performance. However, as you might recall, we said last quarter we felt the business was actually performing better than those results indicated. This quarter we feel that the results may be a bit ahead. We feel very good about our execution into the market but are cautious about how the consumer will act during this important holiday period.

So let me highlight some of our specific brand and market performances. As Paul mentioned, we’ve seen marked improvement in several of our brands performances in the United States. For example, Jack Daniels depletions were strong with the brand registering high single-digit growth in the quarter and mid single-digit growth for the first half of fiscal 2009. We have seen improvement in the on premise channel for Jack, but the off premise channel trends continue to outperform the on premise.

Recent Nielsen trends continue to show Jack Daniels significantly outperforming total distilled spirits in both volume and dollars. For the 12 month, the 3 month and the 1 month periods ending November 15, Nielsen reported improving trends for Jack Daniels dollars sales with growth of 6.6%, 6.9% and 8.2% respectively compared to some softening trends for total distilled spirits with growth of 4.1%, 3.1% and 2.2% for the same periods.

Another member of the Jack Daniels family, Gentleman Jack continued its impressive depletion growth. While rates continued to be robust above 25% for the quarter, the growth rate has moderated slightly. The brand is also experiencing double-digit growth rates in every region around the world. On a rolling 12 month basis, Gentleman Jack crossed the 250,000 case mark in the second quarter, just 10 months after crossing the 200,000 case mark.

Outside the United States, Jack Daniels posted strong depletion results in many developing geographies, and improved its trends in the second quarter for several western European countries which continued to experience very difficult economies. Growth in Eastern Europe was strong, posting double-digit depletion growth for the second quarter and the first half of fiscal 2009, although we have seen some recent softening in parts of Eastern Europe.

Depletion decline slowed during the quarter in our largest European markets in the UK and Germany. And Jack Daniels continued to have solid growth in France. We believe that this is a sign of our more focused marketing efforts and we do believe our off premise activities are paying off. As we enter the holiday period, we are increasing our activities. For example, for the first time consumers in the UK have begun to see Jack Daniels television advertising during the holidays and in France we have begun an at home advertising campaign.

Emerging regions of Latin America and Asia also posted strong, second quarter depletion growth for Jack Daniels. While each individual country is somewhat small, the regions as a whole are becoming increasingly more significant, representing 10% of Jack Daniels total depletions for the half.

In Australia, Jack Daniels Whiskey continued to show strong growth as they’re ready to drink tax increase in the spring caused some consumers to switch into the whiskey category. Our Jack Daniels and Cola ready-to-drink brand improved trends in the quarter, declining only in the low single-digits following the double-digit declines we experienced in the first quarter. We have rolled out a lower proof formulation, which has allowed us to reposition the pricing of our RTD products and make them more affordable in Australia.

Finlandia’s global depletion growth once again was led by double-digit growth in Eastern Europe for the quarter. Globally, the brand grew depletions in the high single-digits for the quarter and is now approaching 3 million cases on a rolling 12 month basis. Also, Intangible Business, an independent brand valuation consultancy, published its Drinks Business Top 50 Power Brand list and recognized Finlandia for its success.

Southern Comfort depletion trends improved in the quarter. In the United States, the brand depletions declined in the low single-digits over the six month period. However, its depletions grew in the low single-digits for the second quarter. The brand also saw improvements in its depletion trends in its two largest European countries, the UK and Germany, for the quarter.

Our cost editor portfolio posted an overall good performance. As briefly discussed last quarter, the trade and consumers are continuing to show a lot of excitement about our reformulation of el Jimador to 100% agave. September was our first full month of execution and activation for the reformulated brand in its two most important geographies. However, we are still working through some [mixed sosta] through the system that trades here, so it will be a little while yet before we see the true consumer response to what we believe is really an exciting change for the brand.

The tequila editor of brand continued to grow depletions in the quarter but has been impacted by the consumers shift to the off premise during this difficult economic environment, as consumption of the brand does skew more to the on premise. The growth for many of our developing brands moderated during the quarter but still registered strong gains, showing that some consumers are still trading up.

Sonoma-Cutrer, Bonterra and Woodford Reserve posted high single-digit depletion advances, coupled with low single-digit price increases during the quarter. Looking forward to the holidays, we believe all of our brands are well primed for the season and are displayed well at retail and priced right. The success of our brands throughout this season will depend on consumer buying patterns during this very uncertain economic period. We are cautiously optimistic that consumers will continue to treat themselves this season to the simple indulgence of our brands.

I’d like to spend just a moment to discuss our gross margins for the quarter, which declined 270 basis points. Some of our recent offerings to provide value to the consumer have had a near term effect of reducing our gross margins. Value-added packs are accounted for in cost of sales and our increased placement of them had roughly a 1 percentage point impact on the margin for the quarter.

We believe this reallocation from advertising expense was an innovative way to stay relevant to the consumer and to effectively build our brands during this challenging and difficult economic environment. Another driver of the gross margin pressure was the dramatic shift in foreign exchange rates over the quarter as the U.S. dollar strengthened 20 to 30% against our largest foreign currencies. Foreign exchange lowered our margins by approximately 1 percentage point for the quarter.

The remaining factors affecting the gross margin reduction for the quarter were increased fuel and input costs and the impact of the Australia RTD excise tax. These factors were only partially offset by the benefit of price increases.

Continuing further down the P&L, our operating margin remained very healthy and essentially unchanged for the quarter. We achieved this through both the brand support reallocations I mentioned earlier and continued tight management of discretionary operating expenses.

Our first half operating margins were also impacted by the non-cash agave write off recognized in the first quarter. Touching on agave, our efforts continue to contain disease and to mitigate our losses. We believe we have put the right programs in place to reduce our exposure to agave losses in the future, and for the quarter there were no material losses.

[Come by] now to our recent announcement regarding the sale of Bolla and Fontana Candida Italian wine brands to a group of Italiano Vini, GIV, the Italian company with which Brown-Forman has worked with for many years. The decision to sell these brands was part of our evolving portfolio strategy and our continuation of efforts to focus the time and the resources of the company on our best opportunities for growth and shareholder returns.

It was a difficult decision to sell brands that have been with us in some form since 1968, and have provided us with significant cash flow over that time. We do wish GIV the very best as they take Bolla and Fontana Candida forward.

We believe our long term value creation will be best served by focusing our brand building efforts on our continuing portfolio, which includes Sonoma-Cutrer, Bonterra, Fetzer and Korbel; in addition to the Jack Daniels family of brands Finlandia, Southern Comfort among others. Also I’d like to take this opportunity for a moment to congratulate Korbel. As you know, Korbel is a long term agency partner of ours. On November 10, Korbel Champagne Cellars was recognized by Wine Enthusiasts Magazine as the American Winery of the Year. We are very pleased to have been part of Korbel’s success over the many years that we have partnered together.

Yesterday we announced that our board authorized a repurchase of up to $250 million of its outstanding Class A and Class B common shares over the next 12 months. This repurchase is subject to market conditions and can be carried out in open market purchases, block transactions and privately negotiated transactions in accordance with the applicable Federal Securities laws. We expect the impact on our fiscal 2009 earnings per share to be insignificant from this.

Turning now to our fiscal 2009 guidance, we are increasing our diluted earnings per share guidance to a range of $3.00 to $3.20, representing growth of 6% to 13% over the fiscal 2008 earnings. This update reflects the estimated $0.12 gain on the sale of Bolla and Fontana Candida brands. Excluding this gain, and the first quarter agave write off, our guidance remains unchanged from what we provided at the start of the year. The guidance includes the expectation of maintaining year-to-date trends for Jack Daniels, Southern Comfort and Finlandia.

A weaker than anticipated consumer and trading environment due to current global economic conditions could have a significant impact on the company’s ability to maintain these trends. This outlook also incorporates expectations to continue tight management of discretionary offerings, a lower effective tax rate in the second half of the year as compared to the first half, and the assumption that today’s stronger dollar relative to the company’s major foreign currencies will continue for the balance of the year.

With that, we’ll now be happy to take any questions you might have.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from Dara Mohsenian - J.P. Morgan.

Dara Mohsenian - J.P. Morgan

You mentioned your guidance assumes that the first half trends on key brands continue in the back half of the year. That seems optimistic given the macro trends are deteriorating, so what’s driving your comfort there? And maybe as a part of that answer, can you give us an update on November or even early December depletion trends?

Donald C. Berg

Yes, I think, I mean part of what we’re seeing in the marketplace, we mentioned a little bit about the Nielsen numbers that we’ve been watching. This is particularly in the U.S. as well as some of the NAFTA information that we’ve been seeing tells us that consumers are continuing to take our brands. In the UK we continued to see some continuing improvement in the Nielsen’s and the off premise arena. We feel like we’ve got the right programs in place. It’s really just a matter of whether or not the consumers are going to show up.

I think we feel pretty comfortable with what we’ve been seeing. If there are changes in consumer purchasing behavior over the course of the rest of the year, it will certainly affect us. But we haven’t actually seen that yet. I mean, as it relates to November, it’s really too early yet to really be able to talk much about that. Our depletion numbers are really just coming in.

We do expect November to be a little softer because there are a couple of days less, business days, at the retail level for this November. We make that up in the month of December, so when those times come it’s going to be really important for us to take November and December together to really get a good view on how the business is really working.

Paul C. Varga

One other impact that could be there, in addition to some of the consumer takeaway trends which will be what they be, is it was particularly important month of November and December coming up is also how the trade postures, not just in the United States but around the world, in terms of how they look at their inventories. And of course those are things that we can’t really estimate until we start to do business in those months.

So I think just like everybody else, we are looking out at the future with a lot of uncertainty. I mean, we just don’t know how consumer and trade are going to behave. So we’re doing what we can, based on what we know so far through these first six months, which means the way we look at our data we’re holding on pretty good.

Dara Mohsenian - J.P. Morgan

And then on the currency side, I wanted to flesh out a bit more detail. Do you guys have any currency hedging in place both in terms of the translation and transaction impact in fiscal 2009? And can you help give us a sense for if rates stay where they are today, what type of impact we should see in fiscal 2010?

Jane C. Morreau

We do have hedges in place for this fiscal year. We have about 70, 75% of our exposure hedged for the balance of 2009. So included in our current outlook is the assumption that we stay at the current rates, the current spot rates that you see out there. To the extent that these rates for the balance of the year were to move, plus or minus 1%, it could impact our earnings somewhere around 5 – about a half million, $600,000.

With regard to next year, we have some hedges in place already for that as well. It’s just too early given all the volatility to estimate how much that might impact us.

Dara Mohsenian - J.P. Morgan

Can you give us a sense for what percent of your currency exposure is hedged at this point for 2010?

Jane C. Morreau

Yes. It’s about 40%.

Dara Mohsenian - J.P. Morgan

And was that put into place fairly recently or is that more something that was done a couple quarters back?

Jane C. Morreau

You know, we do it – our hedging program is done over time as you know. We don’t just get in the market one day. But it was done earlier in the summer, so before the rates fell as dramatically as they did in September and October.

Dara Mohsenian - J.P. Morgan

And then last, obviously stock commodity prices have dropped pretty much across the board here, although you do have some higher costs tied up in your inventory, so I’m just wondering if you can help give us a sense for your cost outlook looking out to fiscal 2010? And maybe the key cost components and what your thinking as we look out to 2010?

Jane C. Morreau

I think as we look out as anybody of course is – based upon what we’re seeing today, we are seeing some more positive trends. Corn prices have come down which is one of our key components of our costs. Energy prices, of course you’ve seen that come down, too. So where we sit today, we certainly feel more optimistic. I feel less pressures as we look at our numbers versus where we were in the first quarter. However, with that being said, I think we still have some hedges in place, things like that, you may not see the benefit of that immediately.

And you may not see it fully in 2010 immediately either. So I think when we think about it, though, instead of the high single-digits growth that we were seeing in cost, we would expect somewhere in the low single-digit growth as we go forward.

Dara Mohsenian - J.P. Morgan

And then just quick last one, tax rate, what are you assuming for ’09 guidance for your tax rate?

Jane C. Morreau

We’re assuming some out for your purpose, I would assume between 32 and 33%.

Operator

Your next question comes from Kaumil Gajrawala – UBS.

Kaumil Gajrawala – UBS

As you think about Eastern Europe, your trends are stronger there than I think we’ve seen out of a lot of other companies in a variety of different staples categories. Can you maybe talk about how much of the growth is coming from incremental distribution and how much of the growth is coming from just core secular trends?

Paul C. Varga

I think it’s going to be really hard for us to quantify that for you. Those are countries in Eastern Europe, of course, are really strong vodka consumption countries. And Finlandia is still building distribution in many of those countries, but it also has a leadership position in terms of velocity, I’d say, as well. I couldn’t give you the specificity on the portion of the growth rate that’s attributable to the two.

The other large brand that we’ve got that’s continuing for sure to build distribution but also is doing well on the velocity side is Jack Daniels. But it’s been one of our great growth regions here the last couple of years, but we don’t think that it’s totally immune to what’s going on across around the globe as well, so in the second quarter was really strong and only time will tell to see what happens in not only that region but other regions around the world.

Kaumil Gajrawala – UBS

Are you seeing, you know as you look at the quarter maybe on a month-to-month basis, were you seeing any changes in terms of trading down?

Paul C. Varga

No, not I mean I think it would – are you talking about in Eastern Europe or?

Kaumil Gajrawala – UBS

Yes, in Eastern Europe.

Paul C. Varga

In Eastern Europe? No, not really. You know Finlandia would be at the very high end of the vodka category in a lot of those countries, and Jack Daniels for sure would be at the higher end of the whiskey business there. So so far – and you’ve got to remember one thing, that while we’ve been doing really well there, I mean, both of those brands on some respect relative to the size of the business are still pretty small. I mean, but there’s just very large categories particularly on the vodka side.

On the premium whiskey side, it’s very early stage of development. So we still think there’s a lot of long term opportunity there. So we do think, look if the economy gets really really soft not only in Eastern Europe but anywhere, there’ll be the potential for some trade down for sure.

Kaumil Gajrawala – UBS

And as we think about your portfolio in the U.S., you do have a lot of volume coming from lower end and then obviously a mass of premium portfolio. Could you maybe talk about what you’re seeing in terms of trading down in the U.S.?

If I could ask you to maybe just add to that, you know, what this might mean for margins if it does become a bigger deal?

Donald C. Berg

Yes, we have been seeing some trading down and we’ve seen it in a couple of different ways. You know, we have seen a little bit of improvement for some of our more value-added brands like Canadian Mist for example. As I mentioned earlier we’ve also been seeing some softening in the trends at the super premium level although they’re still at fairly healthy rates. Those rates have been coming down not only for our own portfolio but when you look across the entire super premium segment across the industry.

And so having said that, and as we’ve kind of talked about before, at least as it relates with Jack Daniels and the premium price area, it does seem to be holding up fairly well at this juncture. As it relates to margins, as I talked a little bit about before we have done some reallocation of our advertising funds more towards the value pack side as well as to some pretty targeted discounting programs where we continue to remain competitive during this period. And that does affect our margins at the gross margin line. But it all starts to do that when you get to the operating margin line.

Paul C. Varga

I might add one thing to Don’s comments on the trading down. It’s really interesting. This is a comment about the United States, which is the business has been built so well over the last couple of decades to create these segments. There may be as many as 3 to 4 to 5 price segments, so in the past when you had economic difficulty a lot of people thought about it going from just premium to popular.

And now you’ve got brands that have done extremely well that sell above $40 a bottle. And then you’ve got a group that sells really well above $30 a bottle. And there’s a whole bunch of volume above $20. You almost have to think about, when you talk about trading down, trading down from where to where. And we are definitely seeing some very value conscious brands and consumers out there even playing below the $10 level.

And when you really study the data, the most interesting I think thing we’ve observed is how much of trading down is occurring in the premium vodka. Over the last 6 to 9 to 12 months, it’s really occurring and actually from a standpoint of where our business is concentrated, we’re seeing a little more stability on the whiskey side. And it’s one of the strengths is also a weakness for some of these categories. They can go up really fast but are probably more trendy categories, so that when the timing gets soft they really maybe feel it more.

And we have really been seeing that on the particularly on the vodka area, as a lot of the lower end vodka brands are doing well. And a lot of the more premium and super premium vodka brands are having a more difficult time.

Kaumil Gajrawala - UBS

And then a really quick one, are you still seeing net dilution from Herradura?

Paul C. Varga

No, we don’t think so.

Donald C. Berg

Are you talking EPS dilution?

Kaumil Gajrawala - UBS

Yes.

Paul C. Varga

No.

Operator

Your next question comes from Lauren Torres – HSBC.

Lauren Torres – HSBC

Just to clarify, Don, you said the revised guidance includes or excludes the agave charge?

Donald C. Berg

It includes it.

Lauren Torres – HSBC

So when you said that guidance is unchanged, you’re referring to which comparable guidance that you’ve provided?

Donald C. Berg

When we came out at the very beginning of the fiscal year, the guidance that we gave then which was also pre-split, if you affect it for the share split that we did as well as you affect it for Bolla and you affect it for the agave write off, that is the reflection of the guidance that we just gave you again today. And so in terms of the underlying, it hasn’t changed any from what we originally gave you.

Lauren Torres – HSBC

So it includes the agave charge but it excludes the gain or it includes the gain?

Donald C. Berg

Includes the gain.

Lauren Torres – HSBC

Also going back to just trends in the quarter, with respect to Jack Daniels I think I may have missed it. As far as the second quarter volume trends for Jack Daniels, what were they?

Jane C. Morreau

In the U.S.?

Lauren Torres – HSBC

In the U.S., yes.

Jane C. Morreau

They were up in the high single digits.

Lauren Torres – HSBC

And then if you could just kind of talk about that brand shrink, I guess I’m just trying to isolate second quarter trends, now that you’ve maybe pushing through more discounting or value packs or promotional activity – maybe discounting’s not the right word, but promotions and what not. I was just curious if you could kind of give us a sense of how much of this more is coming from just this new activity that you’re putting through versus just core brand strength?

Paul C. Varga

I’ll comment and maybe Don as well. I think the reminder when Jack Daniels responds to the sort of activities that we’re seeing in the U.S. and intrinsically globally to the activity just reminds you what a strong brand it is. This was a reminder to me.

And I’ll say something about there are varying ways that you can invest in these brands, and we feel like providing our consumers and we’ve got a very loyal consumer franchise with value added, in contrasting that against other investments we could be making or were making even a year ago whether it be in media or lifestyle marketing or other areas which tend to work very nicely for you but tend to have their benefits spread out over time. These have a more immediate impact and we just think we’re in that kind of an environment right now.

One observation that I would have about the quarter, you know even though there’s a shift going on from on premise to off premise and it does have the impact of making price more important, the other thing that it does though is that when people are in uncertain times, I think they go to trusted brands. They go to brands because they’re going to be putting their money into a purchase of a bottle, not just a drink. And one thing about the on premise is the superb sampling arena. And you can go and spend money on a single drink.

But when you move into the off premise arena and you start buying by the bottle, you’re making a commitment. It’s not just one drink. You’re making a commitment to a series, a multi-drink purchase. And when you are faced with that, particularly in difficult times, I think people are going to gravitate to brands they know and trust. And I would put Jack Daniels virtually at the top of that list. So I think there’s a consumer dynamic and a channel dynamic that’s also helping, but there’s no doubt that we helped ourselves by making the Jack Daniels more present in the off premise and gave the value added that the consumer was looking for.

Lauren Torres – HSBC

So as far as the activity you’ve put in place, you feel that you could continue to do similar activities in the second half of the year on that brand?

Paul C. Varga

I think there’ll be – just because of the holiday business is such a good gift giving business, we’ll have had less reliance I think on value added. But in terms of making sure that the brands, not just Jack Daniels but all of them get the right sort of merchandising, retail advertising frequency, promotional frequency, display activity, we’re very focused on that sort of work right now. And we would expect to continue it.

Lauren Torres – HSBC

And if I could also ask on the expense line, too, it seems like your goal or your strategy to kind of manage the operating expense line better we saw that. But I was just curious too looking into the second half about your ability to do more of the same or do you feel that there’s a point where you tighten the belt too tight and then there’s not that opportunity any more?

Paul C. Varga

I don’t feel like we’ve tightened it too tight at all. There’s two elements of it here. One is the A&P and as I just mentioned I think one of the things influencing the A&P investment is fundamentally being captured with some respects in the cost of sales, because we’re investing in things like value added packs and maybe holding media constant. That kind of thing.

On the SG&A we really feel like the prior four or five years of investments that we’ve been making in SG&A, particularly in our route to market around the world have given us the capacity to leverage some of that now where it doesn’t require us to make as significant increases in sort of the global infrastructure and the people. Where we’ve really been tightening it as we call them discretionary investments, but it’s an area on things like travel and meetings. And we’ve even had more moderate increases this year in merit for our company.

So it’s just that we call that sort of hunker down mode. We really are being cost conscious. We’re constantly looking for efficiency in savings not only at the SG&A line but also at the cost line, so we just think we’re in that kind of environment right now.

Donald C. Berg

And it’s also the kind of thing where the effects of those programs will continue through the second half in terms of what you’ll see versus prior year.

Paul C. Varga

And into ’10 I think, too, FY ’10. I really do.

Operator

Your next question comes from Timothy Ramey - D. A. Davidson & Co.

Timothy Ramey - D. A. Davidson & Co.

Hey Paul one of your – one of my favorite quotes of yours is, “We take a price increase somewhere in the world every day.” And I’m wondering if that’s still true in this environment. Your, you know, clearly some of the multi-packs are oriented towards value or price. If we excluded the change in mix, would we be seeing a recovery of your increase in costs in the gross margin right now I guess is my question?

Paul C. Varga

I’m trying to process this question. If we exclude what portion of the mix are you referring to here?

Timothy Ramey - D. A. Davidson & Co.

Well, when you’re talking about the mix driving gross margin down, mix to the value packs or mix to perhaps the lower margin brands like Herradura.

Paul C. Varga

I see. Would we be seeing benefits from pricing are you saying?

Timothy Ramey - D. A. Davidson & Co.

Would you be preserving your gross margin with the pricing you’re taking?

Paul C. Varga

I don’t know if I’ve actually – I think cost would still be hurting us on a year on year basis so I actually don’t think so, because I think all of us in the past years when we were – let me respond to just one comment that you made. We have continued to take pricing. Actually that’s one of the things that I think is so important during this is that the pricing that we’re taking continues really across the globe. The thing about it, though, is that we’re being much more sensitive to how we get value back to the consumer from a higher front line, a higher shelf price.

And so we are looking at the combination of both the frequency of promoting and depth. And when you go to do that, it doesn’t mean you can’t – we do of course use discounts and promotions to help us do that. But we also found like in the Jack Daniels business that the value added packs really I mean if you just think about what your options are there, you could go and give the consumer $5 or $6 off on the price of a bottle. Or you could give them a glass where they could drink Jack Daniels with and share it with their friends or give it as a gift.

And it may be even introduce a new person to Jack Daniels and I like that in the mix more than not having it in there. You know, if you give them $5 or $6 off, they’re apt to take their extra money and go buy a six-pack of beer or something and we’d rather have that money going into Jack Daniels or Brown-Forman related activities. So it’s something we think we’ll have in the mix and continue to do.

But I do think costs are the key component to in addition to these other things we outlined that continue to be a challenge to the margin.

Timothy Ramey - D. A. Davidson & Co.

And if we look at Southern Comfort, I assume the biggest issue there is on premise that the premise nature of that brand. Are there things that you’re working on to kind of turn around that decline that we’ve seen for the last couple of quarters?

Paul C. Varga

It improved in the quarter but it didn’t fully get to the point where we would like it, and there’s a lot of stuff going on, Tim, to improve their tool kit. And it won’t surprise you. A lot of it mirrors some of the stuff we’ve been doing on Jack Daniels. The brand is a wonderful brand and it has challenges because it’s on premise as you referenced. It’s a – some of the occasions that you get in the on premise with Southern Comfort, whether it’s as an ingredient in a drink or in the shot occasion, just aren’t as easily replicated in the off premise.

So our folks at Brown-Forman who work most directly with Southern Comfort are working on ways to increase not only the visibility at retail but also some of the consumption patterns that we can get with Southern Comfort in the off premise. And it just doesn’t move as readily from on to off as Jack Daniels does, so it’s taking a little more time.

Operator

Your next question comes from Lindsay Mann - Goldman Sachs.

Lindsay Mann - Goldman Sachs

I had first just a quick question on your guidance. I wanted to clarify. So your underlying EPS guidance is pretty much unchanged from what you said at the beginning of the year, but you had also issued a EBIT forecast of I think up 3 to up 10 at the end of your fourth quarter. How does your new guidance compare to that?

Donald C. Berg

Are you looking for an EBIT specific component of our guidance?

Lindsay Mann - Goldman Sachs

Yes. You had originally issued an EBIT specific component of your guidance of –

Paul C. Varga

It shouldn’t have changed. I mean, the guidance didn’t change so the EBIT shouldn’t –

Jane C. Morreau

Yes, EBIT didn’t change despite the fact of adding the agave in. It’s a wash.

Lindsay Mann - Goldman Sachs

So currency, agave, tax rate all that stuff kind of washes out and it’s still up 3 to up 10?

Paul C. Varga

Yes.

Jane C. Morreau

On a reported basis, what we provided at the end of the fourth quarter would have been a reported year-over-year range and so yes, it’s unchanged.

Lindsay Mann - Goldman Sachs

And then sticking with this theme of pricing, could you talk a little bit about first of all how the pricing environment is faring in the U.S. as you see more people competing for the consumer in the more value sensitive off premise channel? And then in Europe, how you’re faring with taking managing pricing with the retailers there.

Paul C. Varga

So far it’s been all over the board and we’ve seen some very high discount activity over the last 12 weeks or so. I think as people are dealing with the environment they’re in, and everybody does it slightly differently, the virtually everywhere we’re seeing some subtle and in some instances dramatic shifts from on to off. And I think it all comes down to the strength of your brand. In each of the individual instances as to how much you go, how frequently you get support and what the consumer response is.

But I mean I think particularly we’ll see quite a bit of activity here over the next four weeks or so because it’s an important holiday season for the business globally. But what we try to do, I’ll just let you in on this, we have just tried to really be practical about it. With Jack Daniels we get tremendous benefit and we found in many instances that we’ll go and try to stimulate some merchandising and promotional activity in the off premise.

So far we’re finding a lot of accounts across the world are very responsive to it and to the point where they will even use it as a loss leader sometimes. I mean, that’s what happens sometimes when you have a very strong brand equity. And one of the things – sometimes they can do it too much [and have you] but what it does do is it does help that transition from the brand from the on premise to the off premise arena.

But it’s going to be competitive in this environment. There’s no doubt. And I think the key thing for us is to keep our head about it, not go – really keep a focus on gross profit per case after discounts or after investments, which is what our people tend to do. And I actually think this quarter it shows up. We’ve been out there doing a lot of work and I’m really pleased with the manner in which we carried it out, because it resulted in higher dollar sales, not just unit sales.

Lindsay Mann - Goldman Sachs

Can you talk about whether outside of the sort of brand building dynamic, the shift from on to off premise matters to you from maybe a profitability perspective?

Donald C. Berg

It does matter some. Typically, particularly if you look at the United States, by far and away the liter size is the most popular size on premise. And it tends to be one of the ones where we have our higher margins. When you move to the off premise, consumers often will move to the 175 size which tends to be a lower margin. We bend that price a little bit to give some value to the consumers to trade up to a larger size. And so you will see some shifts in that arena when it goes from on to off.

Paul C. Varga

One thing though that helps that does complement that is, there’s really two factors, one the investment that we make in the on premise typically doesn’t usually pan out on the evening that you’re making that investment. It’s an investment that you’re making for the longer term. Whereas the investments sometimes that you make in that off premise, because people are buying by the bottle and buying larger sizes, you get a quicker return for your investment in the off premise.

And I also think you take the consumer out of the market more rapidly in the off premise when they go and buy a 175, they’ve made a commitment to going and having as many as 40 or 50 drinks and committed to your brand versus one or two which occurs in the on premise. So there is some defensive nature to the off premise which occurs when they buy the larger sizes.

Donald C. Berg

I mean basically if you’re looking at strictly the margin percentage you have some shift but then you pick it up on the volume side.

Paul C. Varga

You do pick it up on the volume side.

Lindsay Mann - Goldman Sachs

In Europe is the dynamic a little bit different because you’re closer to – I mean, you own the distributor. You share it. Do you share the cost anyway?

Donald C. Berg

I don’t understand the question.

Lindsay Mann - Goldman Sachs

In Europe I hear you have a three tier that maybe helps mitigate some of the impact there? In Europe, where you own more of the distribution mechanism is the margin impact more different in any way?

Donald C. Berg

It works right through the system whether you’re looking at the U.S. or outside the U.S. It doesn’t really matter whether you’re sharing it or not.

Paul C. Varga

That’s right.

Lindsay Mann - Goldman Sachs

Oh so in the U.S. you’re saying that your wholesalers don’t mitigate that impact?

Paul C. Varga

No, no, no. We actually – I mean, over the last 15 years or so we’ve found that we have comparable gross profits on a per unit basis in the U.S. to our international business. There’s some places it varies where some countries will have the more forwardly integrateds you’re in, you can have a higher pick up of gross profit. But oftentimes it’s related to just a higher price position in the market in some of these places.

But yes I mean sure if you’re making a little bit more in one country than you are in another country, and you’re dealing with the shift, sure you can spot a difference. But in the aggregate, I’d say the U.S. business versus the overall international business is not comparable.

Lindsay Mann - Goldman Sachs

Jane, could you actually quantify what assuming if spot rates stay where they are, what the currency impact on your EPS would be what’s imbedded in your guidance?

Jane C. Morreau

If the spot rates stay where they are, there’s no impact. We’ve got that built into the guidance, today’s spot, okay?

Lindsay Mann - Goldman Sachs

So if spot rates stay where they are then you have neutral currency impact for the full year?

Jane C. Morreau

[Versus] what we have given to you in our guidance, that’s correct. There is no more – that’s imbedded in our outlook already.

Lindsay Mann - Goldman Sachs

What’s the per share amount of impact to your EPS number though?

Jane C. Morreau

You’re saying – I’m not sure –

Lindsay Mann - Goldman Sachs

How much is currency a drag on your EPS this year in?

Donald C. Berg

Through the first half?

Lindsay Mann - Goldman Sachs

No, for the full year, imbedded in your guidance.

Paul C. Varga

Why don’t we let her look at it real quick and then we’ll address it so we can make sure we got the right number for you.

Operator

At this time there are no further questions. Do you have any closing remarks?

Paul C. Varga

Hang on. Jane, do you want to try to answer that?

Jane C. Morreau

Yes. Let me – are you worried about –

Paul C. Varga

I’ll tell you what, we’ll just pass on answering her right now. We just want to make sure we give an accurate answer to it. And yes we want to be more definitive with it. So we’ll turn it over to Ben.

Ben Marmor

I just want to remind everyone to please join us for our investor presentation today at 1:00 PM. The link to the webcast can be found under on our website under Investor Relations and whether you join us or not, please raise a glass of your favorite Brown-Forman product in celebration of the 75th anniversary of the repeal of Prohibition. Whenever you do so, do it responsibly.

Paul C. Varga

Thank you all.

Donald C. Berg

Thank you.

Operator

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

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