Constellation Brands Reports Q3 Fiscal 2010 Results

- Achieves comparable basis diluted EPS of $0.54 and reported basis diluted EPS of $0.20
- Reaffirms fiscal 2010 comparable basis diluted EPS guidance; lowers comparable basis tax rate projection; updates reported basis diluted EPS guidance
- Continues to benefit from cost reduction efforts
- Targets free cash flow to be at the upper-end of guidance range
- Decreases debt by $336 million for fiscal 2010 year-to-date


Third Quarter 2010 Financial Highlights*
(in millions, except per share data) 
                         Comparable    Change    Reported    Change
 
Consolidated net sales      $988         -4%       $988        -4%
 
Operating income            $190         -13%      $135        -32% 

Operating margin 19.3% -190 bps 13.6% NM
Equity in earnings of equity method investees** $60 -21% $35 -55%
Earnings before interest and taxes (EBIT) $250 -15% - - Net income $120 -9% $44 -47%
Diluted earnings per share $0.54 -10% $0.20 -47%



Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world's leading wine company, reported today its fiscal 2010 third quarter results. "During the quarter, we continued to execute well against our strategic goals of generating cash, paying down debt and reducing costs," said Rob Sands, president and chief executive officer, Constellation Brands. "U.S. branded wine net sales were impacted by continuing economic challenges, higher levels of promotional spending in advance of the holiday selling season, and the expected shift of sales to the second quarter from the third quarter as part of our U.S. distributor network consolidation activities. But, we began to see improving depletion trends later in the quarter."

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    Third Quarter 2010 Net Sales Highlights*
    (in millions)

                       Reported                 Organic
                                                        Constant
                               Constant                 Currency
                   Net         Currency    Net            Change
                 Sales Change    Change  Sales Change     ------
                 ----- ------    ------  ----- ------
    Consolidated  $988     -4%       -6%  $988      2%         -
    Branded Wine  $868      2%        -   $868      2%         -
    Spirits        $51    -54%      -54%   $51     -2%        -2%
    Other          $68     -4%       -5%   $68     -4%        -5%
    -----          ---    ---       ---    ---    ---        ---

    *Definitions of reported, comparable, organic and constant currency,
    as well as reconciliations of non-GAAP financial measures, are
    contained elsewhere in this news release.
    ** Hereafter referred to as "equity earnings."
    NM= Not Meaningful

Net Sales Commentary

Reported consolidated net sales decreased four percent due primarily to the impact of the value spirits divestiture, partially offset by the favorable impact of year-over-year currency exchange rate fluctuations. Organic constant currency net sales were even with the prior year.

Branded wine organic net sales on a constant currency basis were even versus last year and included a three percent decrease in North America offset by increases of 12 percent in Europe and two percent in Australia/New Zealand. The sales increase in Europe was primarily due to higher volumes of lower priced products.

Total spirits organic net sales decreased two percent for the quarter. The decrease was primarily due to a difficult comparison versus third quarter fiscal 2009. Glass shortages for SVEDKA vodka relating to a new bottle changeover in last year's second quarter resulted in higher shipment levels in last year's third quarter. Spirits organic net sales for the first nine months of fiscal 2010 increased 18 percent with SVEDKA vodka net sales increasing more than 40 percent. The brand continues to experience strong momentum in the marketplace.

Operating Income, Net Income, Diluted EPS Commentary

Wines segment operating income decreased $22 million versus the prior year third quarter. This is primarily due to the decrease in U.S. branded wine sales, divestiture of the value spirits business and a decrease in operating income from the international business.

Constellation's equity earnings from its 50 percent interest in the Crown Imports joint venture totaled $46 million, a decrease of 26 percent from the prior year third quarter. For third quarter 2010, Crown Imports generated net sales of $499 million, a decrease of 10 percent, and operating income of $91 million, a decrease of 26 percent. Net sales for Crown were impacted primarily by volume declines. However, depletion trends outpaced shipments resulting in temporary wholesaler inventory reductions during the quarter. Operating income for Crown decreased due to lower net sales, expense timing related to national media programs for Corona Extra and Corona Light and a contractual cost increase.

"While the on-premise and convenience store channels remain challenging, we are seeing stabilization in the grocery channel as Crown continues to execute on targeted promotional spending, media support and the introduction of new packages for consumers to enjoy at a wide variety of venues, occasions and price points," said Sands. "These actions have helped to improve depletion trends as we have also experienced import category market share gains during the quarter."

For third quarter 2010, pre-tax restructuring charges, acquisition-related integration costs and unusual items totaled $81 million, including $60 million for impairment and other charges related to the Ruffino joint venture, compared to $21 million for the prior year third quarter.

Interest expense totaled $64 million, a decrease of 18 percent. The decrease was primarily due to lower average borrowings during the quarter.

"Our debt level has decreased $336 million since the beginning of fiscal 2010 and we are estimating full-year free cash flow to be at the upper-end of our guidance range," said Bob Ryder, chief financial officer, Constellation Brands. "We anticipate that proceeds from the pending sale of the U.K. cider business combined with targeted free cash flow generation during the fourth quarter will further advance our deleveraging efforts."

The comparable basis effective tax rate in the third quarter was 35.4 percent which reflects the favorable outcome of various tax items. The company anticipates a full year comparable tax rate of approximately 35 percent which represents a reduction to previous guidance.

Summary

"The industry and our results continue to be impacted by the difficult economic climate. However, we believe we have the right strategies in place to organically grow the business as we continue to experience improving market trends in our U.S. wine and beer businesses," said Sands. "Overall, we remain optimistic for the future and intend to continue to work toward reducing borrowings, improving free cash flow and optimizing return on invested capital. Our comparable basis diluted EPS expectation for the full year remains unchanged."

Outlook

The table below sets forth management's current diluted EPS expectations for fiscal 2010 compared to fiscal 2009 actual results, both on a reported basis and a comparable basis.


                          Constellation Brands Fiscal 2010
                         Diluted Earnings Per Share Outlook
                             Reported Basis           Comparable Basis
                             --------------           ----------------
                           FY10          FY09        FY10          FY09
                         Estimate       Actual     Estimate       Actual
                         --------       ------     --------       ------
    Fiscal Year
     Ending Feb. 28    $0.79 - $0.89    ($1.40)  $1.60 - $1.70     $1.60

Full-year fiscal 2010 guidance includes the following current assumptions:

  • Interest expense: approximately $260 - $270 million
  • Tax rate: approximately 51 percent on a reported basis, as compared to 35 percent on a comparable basis, primarily due to a provision of nine percentage points associated with the March 2009 sale of the value spirits business; five percentage points related to the nondeductible charges associated with the company's Ruffino joint venture; with the remainder primarily related to international restructuring activities which have minimal tax benefits
  • Weighted average diluted shares outstanding: approximately 222 million
  • Free cash flow: $230 - $270 million

Conference Call

A conference call to discuss third quarter 2010 results and outlook will be hosted by President and Chief Executive Officer Rob Sands and Executive Vice President and Chief Financial Officer Bob Ryder on Thursday, Jan. 7, 2010 at 10:30 a.m. (eastern). The conference call can be accessed by dialing +973-935-8505 beginning 10 minutes prior to the start of the call. A live listen-only webcast of the conference call, together with a copy of this news release (including the attachments) and other financial information that may be discussed in the call will be available on the Internet at Constellation's Web site: www.cbrands.com under "Investors," prior to the call.

Explanations

Reported basis ("reported") operating income, net income and diluted EPS are as reported under generally accepted accounting principles. Operating income, net income and diluted EPS on a comparable basis ("comparable"), exclude restructuring charges, acquisition-related integration costs and unusual items. The company's measure of segment profitability excludes restructuring charges, acquisition-related integration costs and unusual items, which is consistent with the measure used by management to evaluate results.

The company discusses additional non-GAAP measures in this news release, including constant currency net sales, organic net sales, comparable basis EBIT and free cash flow.

Tables reconciling non-GAAP measures, together with definitions of these measures and the reasons management uses these measures, are included in this news release.

About Constellation Brands

Constellation Brands is the world's leading wine company that achieves success through an unmatched knowledge of wine consumers paired with storied brands that suit varied lives and tastes. With a broad portfolio of widely admired premium products across the wine, beer and spirits categories, Constellation's brand portfolio includes Robert Mondavi, Hardys, Clos du Bois, Blackstone, Arbor Mist, Estancia, Ravenswood, Jackson-Triggs, Kim Crawford, Corona Extra, Black Velvet Canadian Whisky and SVEDKA Vodka.

Constellation Brands (NYSE: STZ and STZ.B; ASX: CBR) is an S&P 500 Index and Fortune 1000(R) company with more than 100 total brands in our portfolio, sales in about 150 countries and operations in approximately 45 facilities. The company believes that industry leadership involves a commitment to our brands, to the trade, to the land, to investors and to different people around the world who turn to our products when celebrating big moments or enjoying quiet ones. We express this commitment through our vision: to elevate life with every glass raised. To learn more about Constellation Brands and its product portfolio visit the company's web site at http://www.cbrands.com/.

Forward-Looking Statements

The statements made under the heading Outlook, and all statements other than statements of historical facts set forth in this news release regarding Constellation's business strategy, future operations, financial position, estimated revenues, projected costs, prospects, plans and objectives of management, as well as information concerning expected actions of third parties, are forward-looking statements (collectively, the "Projections") that involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the Projections.

During the current quarter, Constellation may reiterate the Projections. Prior to the start of the company's quiet period, which will begin at the close of business on Feb. 19, 2010, the public can continue to rely on the Projections as still being Constellation's current expectations on the matters covered, unless Constellation publishes a notice stating otherwise. During Constellation's "quiet period," the Projections should not be considered to constitute the company's expectations and should be considered historical, speaking as of prior to the quiet period only and not subject to update by the company.

The Projections are based on management's current expectations and, unless otherwise noted, do not take into account the impact of any future acquisition, merger or any other business combination, divestiture, restructuring or other strategic business realignments, or financing that may be completed after the date of this release. The Projections should not be construed in any manner as a guarantee that such results will in fact occur.

In addition to the risks and uncertainties of ordinary business operations, the Projections of the company contained in this news release are subject to a number of risks and uncertainties, including:

  
  • realization of expected synergies from acquired businesses;
  • completion of various portfolio actions; implementation of consolidation activities
    and actual U.S. distributor transition experience;
  • achievement of all expected cost savings from the company's various restructuring plans,
    realization of expected asset sale proceeds from the sale of inventory and other assets,
    including the sale of the company's U.K. cider business, and receipt of all consideration
    from the divestiture of the value spirits business;
  • completion of any transactions regarding the company's Australian or United Kingdom
    businesses;
  • accuracy of the bases for forecasts relating to joint ventures and associated costs and
    capital investment requirements;
  • restructuring charges, acquisition-related integration costs and other one-time costs
    associated with integration and restructuring plans may vary materially from
    management's current estimates due to variations in one or more of anticipated headcount
    reductions, contract terminations, costs or timing of plan implementation;
  • raw material supply, production or shipment difficulties could adversely affect the company's
    ability to supply its customers;
  • increased competitive activities in the form of pricing, advertising and promotions could
    adversely impact consumer demand for the company's products and/or result
    in lower than expected sales or higher than expected expenses;
  • general economic, geo-political and regulatory conditions, prolonged downturn in the economic
    markets in the U.S. and in the company's major markets outside of the U.S.,
    continuing instability in world financial markets, or unanticipated environmental
    liabilities and costs;
  • changes to accounting rules and tax laws, and other factors which could impact the company's
    reported financial position or effective tax rate;
  • changes in interest rates and the inherent unpredictability of currency fluctuations,
    commodity prices and raw material costs; and
  • other factors and uncertainties disclosed in the company's filings with the Securities and
    Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended
    Feb. 28, 2009, which could cause actual future performance to differ from
    current expectations.
Constellation Brands, Inc. and Subsidiaries CONDENSED CONSOLIDATED BALANCE SHEETS (in millions) November 30, February 28, 2009 2009 ---- ---- Assets Current Assets: Cash and cash investments $50.3 $13.1 Accounts receivable, net 901.7 524.6 Inventories 1,992.5 1,828.7 Prepaid expenses and other 149.1 168.1 ----- ----- Total current assets 3,093.6 2,534.5 Property, plant and equipment, net 1,649.5 1,547.5 Goodwill 2,571.5 2,615.0 Intangible assets, net 1,042.7 1,000.6 Other assets, net 371.3 338.9 ----- ----- Total assets $8,728.6 $8,036.5 ======== ======== Liabilities and Stockholders' Equity Current Liabilities: Notes payable to banks $381.7 $227.3 Current maturities of long-term debt 99.5 235.2 Accounts payable 376.7 288.7 Accrued excise taxes 76.2 57.6 Other accrued expenses and liabilities 642.3 517.6 ----- ----- Total current liabilities 1,576.4 1,326.4 Long-term debt, less current maturities 3,616.0 3,971.1 Deferred income taxes 550.1 543.6 Other liabilities 288.9 287.1 ----- ----- Total liabilities 6,031.4 6,128.2 Total stockholders' equity 2,697.2 1,908.3 ------- ------- Total liabilities and stockholders' equity $8,728.6 $8,036.5 ======== ======== Constellation Brands, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) Three Months Ended Nine Months Ended ------------------ ----------------- November November November November 30, 30, 30, 30, 2009 2008 2009 2008 ---- ---- ---- ---- Sales $1,225.5 $1,306.9 $3,320.0 $3,758.1 Excise taxes (237.8) (275.7) (663.9) (838.6) ------ ------ ------ ------ Net sales 987.7 1,031.2 2,656.1 2,919.5 Cost of product sold (643.6) (627.2) (1,733.7) (1,880.7) ------ ------ -------- -------- Gross profit 344.1 404.0 922.4 1,038.8 Selling, general and administrative expenses (204.3) (200.5) (538.7) (659.2) Impairment of intangible assets - - - (21.8) Restructuring charges (5.1) (4.3) (27.2) (40.3) Acquisition-related integration costs (0.1) (1.5) (0.2) (7.6) ---- ---- ---- ---- Operating income 134.6 197.7 356.3 309.9 Equity in earnings of equity method investees 34.6 76.3 170.6 218.5 Interest expense, net (64.0) (78.4) (197.4) (245.7) ----- ----- ------ ------ Income before income taxes 105.2 195.6 329.5 282.7 Provision for income taxes (61.1) (112.1) (179.2) (177.3) ----- ------ ------ ------ Net income $44.1 $83.5 $150.3 $105.4 ===== ===== ====== ====== Earnings Per Common Share: Basic -Class A Common Stock $0.20 $0.39 $0.69 $0.49 Basic -Class B Common Stock $0.18 $0.35 $0.63 $0.45 Diluted -Class A Common Stock $0.20 $0.38 $0.68 $0.48 Diluted -Class B Common Stock $0.18 $0.35 $0.62 $0.44 Weighted Average Common Shares Outstanding: Basic -Class A Common Stock 196.505 194.451 195.880 193.656 Basic -Class B Common Stock 23.734 23.744 23.738 23.756 Diluted -Class A Common Stock 222.205 220.006 220.849 219.970 Diluted -Class B Common Stock 23.734 23.744 23.738 23.756 Constellation Brands, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Nine Months Ended ----------------- November 30, November 30, 2009 2008 ---- ---- Cash Flows From Operating Activities Net income $150.3 $105.4 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation of property, plant and equipment 111.5 109.2 Stock-based compensation expense 39.2 34.1 Loss on contractual obligation from put option of Ruffino shareholder 34.3 - Equity in earnings of equity method investees, net of distributed earnings 27.0 8.6 Amortization of intangible and other assets 8.9 10.0 Loss on business sold 0.8 15.8 Loss on disposal or impairment of long-lived assets, net 0.7 29.3 Deferred tax (benefit) provision (22.8) 9.6 Write-down of inventory associated with the Australian Initiative - 47.6 Impairment of intangible assets - 21.8 Change in operating assets and liabilities, net of effects from purchases and sales of businesses: Accounts receivable, net (307.3) (187.4) Inventories (32.3) (176.6) Prepaid expenses and other current assets 7.3 16.4 Accounts payable 63.2 38.3 Accrued excise taxes 11.5 75.9 Other accrued expenses and liabilities 57.1 39.5 Other, net 39.3 133.4 ---- ----- Total adjustments 38.4 225.5 ---- ----- Net cash provided by operating activities 188.7 330.9 ----- ----- Cash Flows From Investing Activities Proceeds from sale of business 276.4 204.2 Proceeds from sales of assets 16.5 18.9 Purchases of property, plant and equipment (89.2) (95.6) Investment in equity method investee (0.6) (1.0) Purchase of business, net of cash acquired - 0.2 Capital distributions from equity method investees 0.2 20.7 Other investing activities 0.6 9.9 --- --- Net cash provided by investing activities 203.9 157.3 ----- ----- Cash Flows From Financing Activities Principal payments of long-term debt (529.8) (225.2) Net proceeds from (repayment of) notes payable 124.2 (137.4) Proceeds from maturity of derivative instrument 33.2 - Exercise of employee stock options 10.7 25.5 Proceeds from employee stock purchases 2.3 2.9 Excess tax benefits from stock-based payment awards 2.5 7.0 --- --- Net cash used in financing activities (356.9) (327.2) ------ ------ Effect of exchange rate changes on cash and cash investments 1.5 (0.2) --- ---- Net increase in cash and cash equivalents 37.2 160.8 Cash and cash investments, beginning of period 13.1 20.5 ---- ---- Cash and cash investments, end of period $50.3 $181.3 ===== ====== Constellation Brands, Inc. and Subsidiaries SEGMENT INFORMATION (in millions) Three Months Ended ------------------ Percent November 30, November 30, Change 2009 2008 ---- ---- Segment Net Sales and Operating Income Constellation Wines (1) Branded wine net sales $868.1 $848.7 2% Spirits net sales 51.3 111.4 (54%) Other net sales 68.3 71.1 (4%) ---- ---- Segment net sales $987.7 $1,031.2 (4%) Operating income $218.3 $240.5 (9%) % Net sales 22.1% 23.3% Equity in earnings of equity method $14.4 $14.6 NM investees Crown Imports Segment net sales $498.8 $554.7 (10%) Operating income $91.4 $123.5 (26%) % Net sales 18.3% 22.3% Consolidation and Eliminations Segment net sales $(498.8) $(554.7) (10%) Operating income $(91.4) $(123.5) (26%) Equity in earnings of Crown Imports $45.6 $61.7 (26%) Corporate Operations and Other Consolidated net sales $987.7 $1,031.2 (4%) Operating income $(28.0) $(21.9) 28% % Net sales 2.8% 2.1% Nine Months Ended ----------------- Percent November 30, November 30, Change 2009 2008 ---- ---- Segment Net Sales and Operating Income Constellation Wines (1) Branded wine net sales $2,308.4 $2,396.5 (4%) Spirits net sales 176.3 326.1 (46%) Other net sales 171.4 196.9 (13%) ----- ----- Segment net sales $2,656.1 $2,919.5 (9%) Operating income $553.8 $568.1 (3%) % Net sales 20.9% 19.5% Equity in earnings of equity method $15.3 $16.8 (9%) investees Crown Imports Segment net sales $1,827.6 $1,959.3 (7%) Operating income $362.1 $410.9 (12%) % Net sales 19.8% 21.0% Consolidation and Eliminations Segment net sales $(1,827.6) $(1,959.3) (7%) Operating income $(362.1) $(410.9) (12%) Equity in earnings of Crown Imports $180.7 $205.8 (12%) Corporate Operations and Other Consolidated net sales $2,656.1 $2,919.5 (9%) Operating income $(72.7) $(72.1) 1% % Net sales 2.7% 2.5% NM = Not Meaningful (1) In connection with the Company's divestiture of its value spirits business and the integration of the retained spirits brands into the Constellation Wines business, the Company changed its internal management financial reporting on May 1, 2009. The Company now reports its operating results in three segments: Constellation Wines, Crown Imports and Corporate Operations and Other. Prior results have been restated to conform with the new segment presentation. Constellation Brands, Inc. and Subsidiaries GEOGRAPHIC INFORMATION (in millions) Three Months Ended Constant ------------------ Currency November 30, November 30, Percent Currency Percent 2009 2008 Change Impact Change(3) ---- ---- Geographic Net Sales (1)(2) North America $707.9 $780.0 (9%) 1% (10%) Branded wine $621.5 $630.3 (1%) 1% (3%) Spirits $51.3 $111.4 (54%) - (54%) Other $35.1 $38.3 (8%) 2% (10%) Europe $177.1 $163.3 8% (2%) 11% Branded wine $146.1 $133.8 9% (2%) 12% Other $31.0 $29.5 5% (2%) 7% Australia/ New Zealand $102.7 $87.9 17% 17% - Branded wine $100.5 $84.6 19% 17% 2% Other $2.2 $3.3 (33%) 12% (45%) Organic Three Months Ended Constant ------------------ Currency November 30, November 30, Percent Currency Percent 2009 2008 Change Impact Change(3) ---- ---- Branded Wine Geographic Net Sales (1)(2) North America $621.5 $630.3 (1%) 1% (3%) Europe 146.1 133.8 9% (2%) 12% Australia/ New Zealand 100.5 84.6 19% 17% 2% ----- ---- Consolidated branded wine net sales $868.1 $848.7 2% 2% - ====== ====== Nine Months Ended Constant ----------------- Currency November 30, November 30, Percent Currency Percent 2009 2008 Change Impact Change(3) ---- ---- Geographic Net Sales (1)(2) North America $1,902.8 $2,098.6 (9%) (1%) (9%) Branded wine $1,665.1 $1,695.7 (2%) (1%) (1%) Spirits $176.3 $326.1 (46%) - (46%) Other $61.4 $76.8 (20%) (2%) (18%) Europe $485.6 $536.5 (9%) (16%) 6% Branded wine $381.7 $429.9 (11%) (15%) 4% Other $103.9 $106.6 (3%) (18%) 15% Australia/ New Zealand $267.7 $284.4 (6%) (8%) 2% Branded wine $261.6 $270.9 (3%) (8%) 5% Other $6.1 $13.5 (55%) (1%) (53%) Nine Months Ended Organic ----------------- Constant November November Divestiture Currency 30, 30, Percent Impact Currency Percent 2009 2008 Change (4) Impact Change(3) ---- ---- Branded Wine Geographic Net Sales (1)(2) North America $1,665.1 $1,695.7 (2%) - (1%) - Europe 381.7 429.9 (11%) - (15%) 4% Australia/ New Zealand 261.6 270.9 (3%) - (8%) 5% ----- ----- Consolidated branded wine net sales $2,308.4 $2,396.5 (4%) - (5%) 1% ======== ======== (1) Refer to discussion under "Reconciliation of Reported, Organic and Constant Currency Net Sales" on following page for definition of constant currency net sales and organic constant currency net sales and reasons for use. (2) Net sales are attributed to countries based on the location of the selling company. (3) May not sum due to rounding as each item is computed independently. (4) Divestiture impact includes the removal of branded wine net sales associated with the Pacific Northwest brands for the period March 1, 2008, through May 31, 2008, included in the nine months ended November 30, 2008. Constellation Brands, Inc. and Subsidiaries RECONCILIATION OF REPORTED, ORGANIC AND CONSTANT CURRENCY NET SALES (in millions) As the company sold certain Pacific Northwest wine brands on June 5, 2008; exited certain spirits production contracts in connection with the sale of a Canadian distilling facility on August 31, 2008; and sold certain value spirits brands on March 24, 2009, organic net sales for the respective periods are defined by the company as reported net sales less net sales of Pacific Northwest wine brands and/or net sales of certain spirits contract production services and/or value brands, as appropriate. Organic net sales and percentage increase (decrease) in constant currency net sales (which excludes the impact of year over year currency exchange rate fluctuations) are provided because management uses this information in monitoring and evaluating the underlying business trends of the continuing operations of the company. In addition, the company believes this information provides investors better insight on underlying business trends and results in order to evaluate year over year financial performance. Three Months Ended Constant ------------------ Currency November 30, November 30, Percent Currency Percent 2009 2008 Change Impact Change(1) ---- ---- Consolidated Net Sales Branded wine $868.1 $848.7 2% 2% - Spirits 51.3 111.4 (54%) - (54%) Other 68.3 71.1 (4%) 1% (5%) ---- ---- Consolidated reported net sales 987.7 1,031.2 (4%) 2% (6%) Less: Pacific Northwest branded wine net sales (2) - - Less: Spirits net sales (3) - (59.3) --- ----- Consolidated organic net sales $987.7 $971.9 2% 2% - ====== ====== Branded Wine Net Sales Branded wine reported net sales $868.1 $848.7 2% 2% - Less: Pacific Northwest branded wine net sales (2) - - --- --- Branded wine organic net sales $868.1 $848.7 2% 2% - ====== ====== Spirits Net Sales Spirits reported net sales $51.3 $111.4 (54%) - (54%) Less: Spirits net sales (3) - (59.3) --- ----- Spirits organic net sales $51.3 $52.1 (2%) - (2%) ===== ===== Nine Months Ended Constant ----------------- Currency November 30, November 30, Percent Currency Percent 2009 2008 Change Impact Change(1) ---- ---- Consolidated Net Sales Branded wine $2,308.4 $2,396.5 (4%) (4%) 1% Spirits 176.3 326.1 (46%) - (46%) Other 171.4 196.9 (13%) (10%) (2%) ----- ----- Consolidated reported net sales 2,656.1 2,919.5 (9%) (4%) (5%) Less: Pacific Northwest branded wine net sales (2) - (7.9) Less: Spirits net sales (3) - (177.3) --- ------ Consolidated organic net sales $2,656.1 $2,734.3 (3%) (4%) 2% ======== ======== Branded Wine Net Sales Branded wine reported net sales $2,308.4 $2,396.5 (4%) (4%) 1% Less: Pacific Northwest branded wine net sales (2) - (7.9) --- ---- Branded wine organic net sales $2,308.4 $2,388.6 (3%) (4%) 1% ======== ======== Spirits Net Sales Spirits reported net sales $176.3 $326.1 (46%) - (46%) Less: Spirits net sales (3) - (177.3) --- ------ Spirits organic net sales $176.3 $148.8 18% - 18% ====== ====== (1) May not sum due to rounding as each item is computed independently. (2) For the period March 1, 2008, through May 31, 2008, included in the nine months ended November 30, 2008. (3) Includes certain spirits contract production services net sales and certain value spirits brands net sales for the period September 1, 2008, through November 30, 2008, included in the three months ended November 30, 2008. Includes certain spirits contract production services net sales for the period March 1, 2008, through November 30, 2008, and certain value spirits brands net sales for the period March 25, 2008, through November 30, 2008, included in the nine months ended November 30, 2008. Constellation Brands, Inc. and Subsidiaries RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1) (in millions, except per share data) Three Months Ended November 30, 2009 ------------------------------------ Strategic Comparable Reported Business Basis Basis Inventory Realign- (Non- (GAAP) Step-up ment(2) Other(3) GAAP) ------ ------- ------- -------- ----- Net Sales $987.7 $987.7 Cost of product sold (643.6) 2.0 3.2 (638.4) ------ --- --- ------ Gross Profit 344.1 2.0 3.2 - 349.3 Selling, general and administrative expenses ("SG&A") (204.3) 11.0 34.3 (159.0) Impairment of intangible assets - - - Restructuring charges (5.1) 5.1 - Acquisition-related integration costs (0.1) 0.1 - ---- --- --- Operating Income 134.6 2.0 19.4 34.3 190.3 Equity in earnings of equity method investees 34.6 25.4 60.0 ---- EBIT 250.3 Interest expense, net (64.0) (64.0) ----- ----- Income Before Income Taxes 105.2 2.0 19.4 59.7 186.3 (Provision for) benefit from income taxes (61.1) (0.8) (4.0) - (65.9) ----- ---- ---- --- ----- Net Income $44.1 $1.2 $15.4 $59.7 $120.4 ===== ==== ===== ===== ====== Diluted Earnings Per Common Share $0.20 $0.01 $0.07 $0.27 $0.54 ===== ===== ===== ===== ===== Weighted Average Common Shares Outstanding - Diluted 222.205 222.205 222.205 222.205 222.205 ======= ======= ======= ======= ======= Gross Margin 34.8% 35.4% SG&A as a percent of net sales 20.7% 16.1% Operating Margin 13.6% 19.3% Effective Tax Rate 58.1% 35.4% Three Months Ended November 30, 2008 ------------------------------------ Strategic Comparable Reported Business Basis Basis Inventory Realign- (Non- (GAAP) Step-up ment(2) Other(3) GAAP) ------ ------- ------- -------- ----- Net Sales $1,031.2 $1,031.2 Cost of product sold (627.2) 6.1 2.3 - (618.8) ------ --- --- --- ------ Gross Profit 404.0 6.1 2.3 - 412.4 Selling, general and administrative expenses ("SG&A") (200.5) 6.7 (193.8) Impairment of intangible assets - - - Restructuring charges (4.3) 4.3 - Acquisition- related integration costs (1.5) 1.5 - ---- --- --- Operating Income 197.7 6.1 14.8 - 218.6 Equity in earnings of equity method investees 76.3 - 76.3 ---- EBIT 294.9 Interest expense, net (78.4) (78.4) ----- ----- Income Before Income Taxes 195.6 6.1 14.8 - 216.5 (Provision for) benefit from income taxes (112.1) (2.3) (2.5) 32.4 (84.5) ------ ---- ---- ---- ----- Net Income $83.5 $3.8 $12.3 $32.4 $132.0 ===== ==== ===== ===== ====== Diluted Earnings Per Common Share $0.38 $0.02 $0.06 $0.15 $0.60 ===== ===== ===== ===== ===== Weighted Average Common Shares Outstanding - Diluted 220.006 220.006 220.006 220.006 220.006 ======= ======= ======= ======= ======= Gross Margin 39.2% 40.0% SG&A as a percent of net sales 19.4% 18.8% Operating Margin 19.2% 21.2% Effective Tax Rate 57.3% 39.0% Percent Percent Change - Change - Reported Comparable Basis Basis (GAAP) (Non-GAAP) Net Sales (4%) (4%) Cost of product sold 3% 3% Gross Profit (15%) (15%) Selling, general and administrative expenses ("SG&A") 2% (18%) Impairment of intangible assets N/A N/A Restructuring charges 19% N/A Acquisition-related integration costs (93%) N/A Operating Income (32%) (13%) Equity in earnings of equity method investees (55%) (21%) EBIT N/A (15%) Interest expense, net (18%) (18%) Income Before Income Taxes (46%) (14%) (Provision for) benefit from income taxes (45%) (22%) Net Income (47%) (9%) Diluted Earnings Per Common Share (47%) (10%) Weighted Average Common Shares Outstanding - Diluted Gross Margin SG&A as a percent of net sales Operating Margin Effective Tax Rate Constellation Brands, Inc. and Subsidiaries RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1) (in millions, except per share data) Nine Months Ended November 30, 2009 ----------------------------------- Strategic Comparable Reported Business Basis Basis Inventory Realign- Other (Non- (GAAP) Step-up ment(4) (5) GAAP) ------ ------- ------- --- ----- Net Sales $2,656.1 $2,656.1 Cost of product sold (1,733.7) 7.2 21.0 (1,705.5) -------- --- ---- -------- Gross Profit 922.4 7.2 21.0 - 950.6 Selling, general and administrative expenses ("SG&A") (538.7) 34.9 34.3 (469.5) Impairment of intangible assets - - Restructuring charges (27.2) 27.2 - Acquisition-related integration costs (0.2) 0.2 - ---- --- --- Operating Income 356.3 7.2 83.3 34.3 481.1 Equity in earnings of equity method investees 170.6 25.4 196.0 ----- EBIT 677.1 Interest expense, net (197.4) (197.4) ------ ------ Income Before Income Taxes 329.5 7.2 83.3 59.7 479.7 (Provision for) benefit from income taxes (179.2) (2.8) 15.4 - (166.6) ------ ---- ---- --- ------ Net Income $150.3 $4.4 $98.7 $59.7 $313.1 ====== ==== ===== ===== ====== Diluted Earnings Per Common Share $0.68 $0.02 $0.45 $0.27 $1.42 ===== ===== ===== ===== ===== Weighted Average Common Shares Outstanding - Diluted 220.849 220.849 220.849 220.849 220.849 ======= ======= ======= ======= ======= Gross Margin 34.7% 35.8% SG&A as a percent of net sales 20.3% 17.7% Operating Margin 13.4% 18.1% Effective Tax Rate 54.4% 34.7% Nine Months Ended November 30, 2008 ----------------------------------- Strategic Comparable Reported Business Basis Basis Inventory Realign- Other (Non- (GAAP) Step-up ment(4) (5) GAAP) ------ ------- ------- --- ----- Net Sales $2,919.5 $2,919.5 Cost of product sold (1,880.7) 16.7 56.2 0.1 (1,807.7) -------- ---- ---- --- -------- Gross Profit 1,038.8 16.7 56.2 0.1 1,111.8 Selling, general and administrative expenses ("SG&A") (659.2) 43.4 (615.8) Impairment of intangible assets (21.8) 21.8 - Restructuring charges (40.3) 40.3 - Acquisition- related integration costs (7.6) 7.6 - ---- --- --- Operating Income 309.9 16.7 169.3 0.1 496.0 Equity in earnings of equity method investees 218.5 4.1 222.6 ----- EBIT 718.6 Interest expense, net (245.7) (245.7) ------ ------ Income Before Income Taxes 282.7 16.7 169.3 4.2 472.9 (Provision for) benefit from income taxes (177.3) (6.3) (17.1) 32.4 (168.3) ------ ---- ----- ---- ------ Net Income $105.4 $10.4 $152.2 $36.6 $304.6 ====== ===== ====== ===== ====== Diluted Earnings Per Common Share $0.48 $0.05 $0.69 $0.17 $1.38 ===== ===== ===== ===== ===== Weighted Average Common Shares Outstanding - Diluted 219.970 219.970 219.970 219.970 219.970 ======= ======= ======= ======= ======= Gross Margin 35.6% 38.1% SG&A as a percent of net sales 22.6% 21.1% Operating Margin 10.6% 17.0% Effective Tax Rate 62.7% 35.6% Percent Percent Change - Change - Reported Comparable Basis Basis (GAAP) (Non-GAAP) Net Sales (9%) (9%) Cost of product sold (8%) (6%) Gross Profit (11%) (14%) Selling, general and administrative expenses ("SG&A") (18%) (24%) Impairment of intangible assets (100%) N/A Restructuring charges (33%) N/A Acquisition-related integration costs (97%) N/A Operating Income 15% (3%) Equity in earnings of equity method investees (22%) (12%) EBIT N/A (6%) Interest expense, net (20%) (20%) Income Before Income Taxes 17% 1% (Provision for) benefit from income taxes 1% (1%) Net Income 43% 3% Diluted Earnings Per Common Share 42% 3% Weighted Average Common Shares Outstanding - Diluted Gross Margin SG&A as a percent of net sales Operating Margin Effective Tax Rate

Constellation Brands, Inc. and Subsidiaries

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)

NOTES

(1) The company reports its financial results in accordance with generally accepted accounting principles in the U.S. ("GAAP"). However, non-GAAP financial measures, as defined in the reconciliation tables above, are provided because management uses this information in evaluating the results of the continuing operations of the company and/or internal goal setting. In addition, the company believes this information provides investors better insight on underlying business trends and results in order to evaluate year over year financial performance. See the tables above for supplemental financial data and corresponding reconciliations of these non-GAAP financial measures to GAAP financial measures for the three months and nine months ended November 30, 2009, and November 30, 2008. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the company's reported results prepared in accordance with GAAP. Please refer to the company's Web site at http://www.cbrands.com/CBI/investors.htm for more detailed description and further discussion of these non-GAAP financial measures.

(2) For the three months ended November 30, 2009, strategic business realignment items primarily include costs recognized by the company in connection with the Global Initiative of $9.1 million, net of a tax benefit of $4.1 million, and the Australian Initiative of $3.3 million, net of a tax benefit of $0.0 million. For the three months ended November 30, 2008, strategic business realignment items consist primarily of costs recognized by the company in connection with its Australian Initiative of $6.1 million, net of a tax benefit of $0.0 million, and its Fiscal 2007 Wine Plan of $5.0 million, net of a tax benefit of $1.8 million.

(3) For the three months ended November 30, 2009, other consists of a loss of $34.3 million, net of a tax benefit of $0.0 million, on the contractual obligation created by the notification by the 9.9% shareholder of Ruffino S.r.l. ("Ruffino") to exercise the option to put its entire equity interest in Ruffino to the Company for a specified minimum value, and $25.4 million, net of a tax benefit of $0.0 million, associated with the impairment of the Company's investment in Ruffino. For the three months ended November 30, 2008, other consists of $32.4 million associated with the recognition of income tax expense in connection with the gain on settlement of certain foreign currency economic hedges.

(4) For the nine months ended November 30, 2009, strategic business realignment items primarily include (i) costs recognized by the company in connection with the Global Initiative of $42.7 million, net of a tax benefit of $20.5 million; (ii) tax expense associated with the March 2009 divestiture of the value spirits business of $37.5 million; and (iii) costs recognized by the company in connection with the Fiscal 2007 Wine Plan and Australian Initiative of $8.6 million, net of a tax benefit of $1.9 million, and $8.1 million, net of a tax benefit of $0.0 million, respectively. For the nine months ended November 30, 2008, strategic business realignment items consist primarily of (i) costs recognized by the company in connection with the Australian Initiative of $110.1 million, net of a tax benefit of $0.6 million, the Fiscal 2007 Wine Plan of $9.2 million, net of a tax benefit of $3.6 million, and the Fiscal 2008 Plan of $8.9 million, net of a tax benefit of $3.2 million; and (ii) the loss in connection with the disposal of the Pacific Northwest wine brands of $17.1 million, net of a tax benefit of $6.1 million.

(5) For the nine months ended November 30, 2009, other consists of a loss of $34.3 million, net of a tax benefit of $0.0 million, on the contractual obligation created by the notification by the 9.9% shareholder of Ruffino S.r.l. ("Ruffino") to exercise the option to put its entire equity interest in Ruffino to the Company for a specified minimum value, and $25.4 million, net of a tax benefit of $0.0 million, associated with the impairment of the Company's investment in Ruffino. For the nine months ended November 30, 2008, other consists primarily of $32.4 million associated with the recognition of income tax expense in connection with the gain on settlement of certain foreign currency economic hedges, and $4.1 million, net of a tax benefit of $0.0 million, associated with the impairment of an Australian equity method investment.

DEFINITIONS

Global Initiative

The company's plan announced in April 2009 to simplify its business, increase efficiencies and reduce its cost structure on a global basis (the "Global Initiative").

Australian Initiative

The company's plan announced in August 2008 to sell certain assets and implement operational changes designed to improve the efficiencies and returns associated with its Australian business (the "Australian Initiative").

Fiscal 2008 Plan

The company's plan announced in November 2007 to streamline certain of its international operations, primarily in Australia; certain other restructuring charges incurred during the third quarter of fiscal 2008 in connection with the consolidation of certain spirits production processes in the U.S.; and its plan announced in January 2008 to streamline certain of its operations in the U.S., primarily in connection with the restructuring and integration of the operations of Beam Wine Estates, Inc. ("BWE") (collectively, the "Fiscal 2008 Plan").

Fiscal 2007 Wine Plan

The company's plan announced in August 2006 to invest in new distribution and bottling facilities in the U.K. and to streamline certain Australian wine operations (collectively, the "Fiscal 2007 Wine Plan").


    Constellation Brands, Inc. and Subsidiaries
    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)
    GUIDANCE - DILUTED EARNINGS PER SHARE AND FREE CASH FLOW
    (in millions, except per share data)

    Diluted Earnings Per Share Guidance           Range for the Year
                                               Ending February 28, 2010
                                               ------------------------
    Forecasted diluted earnings per share -
     reported basis (GAAP)                         $0.79                $0.89
      Inventory step-up                             0.03                 0.03
      Strategic business realignment (1)            0.51                 0.51
      Other (2)                                     0.27                 0.27
                                                    ----                 ----
    Forecasted diluted earnings per share -
     comparable basis (Non-GAAP) (3)               $1.60                $1.70
                                                   =====                =====
                                                               Actual for the
                                                                 Year Ended
                                                                February 28,
                                                                         2009
                                                                         ----
    Diluted earnings per share -reported
     basis (GAAP)                                                      $(1.40)
      Inventory step-up                                                  0.06
      Strategic business realignment (1)                                 0.97
      Other (2)                                                          1.94
      Impact of anti-dilutive potential common
       shares (4)                                                        0.03
                                                                         ----
    Diluted earnings per share - comparable
     basis (Non-GAAP) (3)                                               $1.60
                                                                        =====

    (1)  Includes $0.24, $0.17, $0.04, $0.04 and $0.01 diluted earnings
    per share for the year ending February 28, 2010, associated with the
    Global Initiative; tax expense associated with the March 2009
    divestiture of the value spirits business; the Australian
    Initiative; the Fiscal 2007 Wine Plan; and other previously
    announced restructuring plans, respectively.  Includes $0.63, $0.09,
    $0.08, $0.08, $0.05, $0.02 and $0.02 diluted earnings per share for
    the year ended February 28, 2009, associated with the Australian
    Initiative; a loss, primarily on assets held for sale, in connection
    with the March 2009 divestiture of the value spirits business; a
    loss in connection with the June 2008 divestiture of the Pacific
    Northwest wine brands; the Fiscal 2007 Wine Plan; the Fiscal 2008
    Plan; a loss in connection with the sale of a Canadian distilling
    facility; and other previously announced restructuring plans,
    respectively.(3)
    (2)  Includes $0.15 and $0.11 diluted earnings per share for the year
    ending February 28, 2010, associated with the loss on the
    contractual obligation created by the notification by the 9.9%
    shareholder of Ruffino to exercise the option to put its entire
    equity interest in Ruffino to the Company for a specified minimum
    value, and the impairment of the Company's investment in Ruffino,
    respectively.  Includes $1.23, $0.38, $0.18 and $0.15 diluted
    earnings per share for the year ended February 28, 2009, associated
    with impairments of certain goodwill and intangible assets;
    impairments of certain equity method investments; the recognition of
    income tax expense in connection with the gain on settlement of
    certain foreign currency economic hedges; and a loss on the
    adjustment of certain inventory, primarily Australian, related to
    prior years; respectively. (3)
    (3)  May not sum due to rounding as each item is computed independently.
    (4)  In accordance with the FASB guidance for earnings per share, the
    dilutive impact of potential common shares is excluded from the
    company's reported diluted loss per share calculation for the year
    ended February 28, 2009, as the inclusion of these potential common
    shares would be antidilutive.  As a result of the company having net
    income on a comparable basis for the year ended February 28, 2009,
    the dilutive impact of potential common shares is included in the
    company's comparable diluted earnings per share calculation.

    Free Cash Flow Guidance
    Free cash flow, as defined in the reconciliation below, is considered
    a liquidity measure and is considered to provide useful information
    to investors about the amount of cash generated, which can then be
    used, after required debt service and dividend payments, for other
    general corporate purposes.  A limitation of free cash flow is that
    it does not represent the total increase or decrease in the cash
    balance for the period.  Free cash flow should be considered in
    addition to, not as a substitute for, or superior to, cash flow from
    operating activities prepared in accordance with GAAP.

                                                  Range for the Year
                                               Ending February 28, 2010
                                               ------------------------
    Net cash provided by operating
     activities (GAAP)                          $360.0                 $420.0
      Purchases of property, plant and
       equipment                                (130.0)                (150.0)
                                                ------                 ------
    Free cash flow (Non-GAAP)                   $230.0                 $270.0
                                                ======                 ======
                                       Actual for the         Actual for the
                                          Nine Months           Nine Months
                                        Ended November        Ended November
                                           30, 2009               30, 2008
                                       --------------         --------------
    Net cash provided by operating
     activities (GAAP)                          $188.7                 $330.9
      Purchases of property, plant and
       equipment                                 (89.2)                 (95.6)
                                                 -----                  -----
    Free cash flow (Non-GAAP)                    $99.5                 $235.3
                                                 =====                 ======

SOURCE Constellation Brands, Inc.