Constellation Brands Sets Earnings, Net Sales Records for Q1 Fiscal 2007

  • Net sales up 5% to $1.2 billion; branded business net sales up 8%
  • Reported diluted EPS up 13% to $0.36
  • Comparable basis diluted EPS up 3% to $0.31
  • Company updates fiscal year 2007 EPS guidance

FAIRPORT, N.Y., June 29 /PRNewswire-FirstCall/ -- Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading international producer and marketer of beverage alcohol, today reported record first quarter net sales of $1.2 billion for the quarter ended May 31, 2006 ("first quarter 2007"), up five percent over prior year, or seven percent on a constant currency basis. Branded business net sales grew eight percent, or nine percent on a constant currency basis, driven by imported beers and branded wine in North America.

"We sprinted out of the starting gate this year with solid performance in our branded businesses," said Richard Sands, Constellation Brands chairman and chief executive officer. "These results demonstrate the strength of our unsurpassed portfolio breadth, geographic diversity, distribution scale and innovation," continued Sands. "With Vincor joining the Constellation family, Canada becomes our fifth core market and one which complements our existing geographic diversity while providing additional growth potential from a very stable and profitable market."

    First Quarter 2007 Financial Highlights*
    (in millions, except per share data)

                            Reported      Change    Comparable       Change
    Operating income          $143          +2%         $165          +5%
    Operating margin          12.4%      -30 bps        14.3%      -10 bps
    Net income                 $86         +13%          $75          +5%
    Diluted EPS              $0.36         +13%        $0.31          +3%


    First Quarter 2007 Net Sales Highlights*
    (in millions)

                                                                  Constant
                                                                  Currency
                                    Reported           Change      Change
    Consolidated                     $1,156             +5%           +7%
    Branded business                   $909             +8%           +9%
    Branded wine                       $517             +4%           +6%
    Imported beers                     $308            +18%          +18%
    Spirits                             $83             -3%           -3%
    Wholesale and other                $247             -3%            1%


    * Definitions of reported, comparable and constant currency, as well as
      reconciliations of non-GAAP financial measures, are contained elsewhere
      in this news release.

    Net Sales Commentary

Double-digit net sales growth of branded wine for North America (primarily in the U.S.), drove an overall six percent increase in branded wine net sales on a constant currency basis.

"We're meeting consumer wine expectations around the world through a combination of new product introductions, innovations in wine and packaging and line and varietal extensions resulting from our extensive base of consumer, distributor and retailer insights," stated Sands. "Recently introduced wines including Twin Fin, Monkey Bay, Four Emus and 3 blind moose, have captured the imagination and sense of adventure within consumers and illustrate a desire on their part to try new and different wines with brand appeal, while varietal extensions such as Woodbridge Pinot Noir allow us to build on the momentum and strength of established brands to satisfy consumer demand for a greater variety of wines from around the world."

Net sales of branded wine for Europe and for Australia/New Zealand declined in the first quarter. Constellation is leveraging its strong leadership position in these markets to grow market share over the long-term and is focusing on opportunities to maximize profitability.

Net sales of the company's wholesale and other business increased slightly on a constant currency basis, including a slight increase in U.K. wholesale net sales.

The double-digit increase in imported beers net sales is primarily due to volume growth across Constellation's Mexican beer portfolio, reflecting continued robust consumer demand and strong shipments in advance of the key summer selling season. "The import and craft beer businesses continue to be industry growth drivers in the U.S.," stated Sands. "We have the right brands, in the right market, at the right time to maximize future growth potential."

Total spirits net sales decreased three percent for the first quarter. Investments behind the company's premium spirits brands, including Meukow Cognac, Effen Vodka, Cocktails by Jenn, Ridgemont Reserve 1792 Bourbon, the 99 cordials line and Black Velvet Canadian Whisky, contributed to a three percent increase in branded spirits, which was more than offset by a 23 percent decrease in contract production services.

"We are engaged in a long-term premium spirits portfolio brand-building effort illustrated by the addition of six new brands in the past 18 months, and the current rollout of the black cherry flavor 99 schnapps," explained Sands. "We will continue to look for additional opportunities to expand our premium spirits business while maintaining our leadership role in value spirits."

Operating Income, Net Income, Diluted EPS Commentary

The company incurred $3.6 million of stock-based compensation expense ("stock compensation expense") related to the company's March 1, 2006 adoption of Statement of Financial Accounting Standards No. 123(R), "Share-Based Payment" ("SFAS 123(R)").

Wines segment operating margin declined 20 basis points due to the aforementioned stock compensation expense and an increase in duty costs in the U.K. at the end of March.

Beers and Spirits segment operating margin declined 80 basis points for the quarter due primarily to higher transportation costs for the company's imported beers, overall product mix within the segment, and the aforementioned stock compensation expense.

As previously announced, Constellation entered into a foreign currency forward contract in connection with the acquisition of Vincor (see discussion below) to fix the U.S. dollar cost of the acquisition and payment of certain outstanding indebtedness. The May 31, 2006 mark-to-market adjustment of the forward contract resulted in a first quarter pre-tax gain of $52.5 million. The company also recorded a pre-tax loss of $14.1 million on the previously announced divestiture of its Strathmore water business. The diluted EPS impacts of the aforementioned items were a gain of $0.14 and a loss of $0.07, respectively.

The reported effective tax rate for first quarter 2007 was 41.8 percent compared with 17.7 percent for first quarter 2006. The comparable basis effective tax rate was 36.0 percent for first quarter 2007 versus 35.6 percent for the prior year period.

Vincor Acquisition

As previously announced, on June 5, 2006, Constellation completed the acquisition of all of the issued and outstanding common shares of Vincor International Inc. ("Vincor") for C$1.227 billion. The total transaction value was C$1.58 billion (USD $1.44 billion), which included Vincor's net debt of C$344 million and Constellation's estimated transaction fees of approximately C$13 million.

Summary

"We're confident in our ability to deliver solid EPS growth for the year on a comparable basis, despite comparison challenges for stock compensation expense, increased U.K. duty, interest and taxes that we planned at the outset of the year," said Sands. "We are going to continue to build upon our leadership position in beverage alcohol and complement our organic growth with strategic acquisitions, improve our return on invested capital and create value."

Outlook

The table below sets forth management's current diluted earnings per share expectations compared to actual results both on a reported basis and a comparable basis for the periods presented. For comparison purposes, the table also provides actual comparable basis diluted earnings per share, including pro forma stock compensation expense, as though the company had adopted SFAS 123(R) for the periods presented. All amounts presented in the table exclude the impact of the Vincor acquisition discussed above.

The development of integration plans, purchase accounting estimates and other estimates, related to the Vincor acquisition is progressing on schedule. Constellation expects to incur one-time cash and non-cash charges relating to the integration of Vincor into its business and during mid-July expects to announce integration plans for the Vincor acquisition, and update its fiscal 2007 guidance to reflect the impact of those plans. The company continues to expect the total impact of the Vincor acquisition to be modestly accretive to comparable basis diluted earnings per share for fiscal 2007. This accretion assumes approximately $75 million of incremental interest expense resulting from the approximately $1.44 billion increase in debt associated with the acquisition.

With respect to the table, reconciliations of reported information to comparable information and to comparable information, including pro forma stock compensation expense, are included in this news release.


           Constellation Brands Second Quarter and Fiscal Year 2007
                      Diluted Earnings Per Share Outlook

                                                              Comparable
                                                           Basis, Including
                    Reported Basis     Comparable Basis    Pro Forma Stock
                                                            Compensation
                                                               Expense
                   FY07        FY06     FY07         FY06       FY06
                 Estimate     Actual  Estimate      Actual     Actual
    Second
     Quarter
     Ending
     Aug. 31   $0.39 - $0.41  $0.34  $0.42 - $0.44   $0.41      $0.41
    Fiscal
     Year
     Ending
     Feb. 28   $1.65 - $1.73  $1.36  $1.70 - $1.78   $1.59      $1.44

Full-year fiscal 2007 guidance includes the following assumptions which exclude the impact of the Vincor acquisition:

    * Net sales growth: six to eight percent
    * Interest expense: $180 - $190 million
    * Stock compensation expense: approximately $12 million
    * Tax rate: approximately 37.8 percent on a reported basis, which includes
      a provision of 1.3 percent related to the sale of Strathmore water, or
      36.5 percent on a comparable basis
    * Weighted average diluted shares outstanding: approximately 241 million
    * Free cash flow: $270 - $290 million

    Conference Call

A conference call to discuss first quarter 2007 results and outlook for fiscal 2007 will be hosted by Chairman and Chief Executive Officer Richard Sands and Executive Vice President and Chief Financial Officer Tom Summer on Thursday, June 29, 2006 at 5:00 p.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 earnings per share are as reported under generally accepted accounting principles. Operating income, net income and diluted earnings per share on a comparable basis ("comparable"), exclude acquisition-related integration costs, restructuring and related charges and unusual items. The company's measure of segment profitability excludes acquisition-related integration costs, restructuring and related charges 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, adjusted EBIT, free cash flow and comparable basis diluted earnings per share, including pro forma stock compensation expense.

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, Inc. is a leading international producer and marketer of beverage alcohol brands with a broad portfolio across the wine, spirits and imported beer categories. Well-known brands in Constellation's portfolio include: Almaden, Arbor Mist, Vendange, Woodbridge by Robert Mondavi, Hardys, Goundrey, Nobilo, Kim Crawford, Alice White, Ruffino, Kumala, Robert Mondavi Private Selection, Rex Goliath, Toasted Head, Blackstone, Ravenswood, Estancia, Franciscan Oakville Estate, Inniskillin, Jackson-Triggs, Simi, Robert Mondavi Winery, Stowells, Blackthorn, Black Velvet, Mr. Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli Girl, Tsingtao. For additional information about Constellation Brands, as well as its product portfolio, visit the company's Web site at www.cbrands.com.

Forward-looking statements

The statements made under the heading Outlook, as well as all other statements set forth in this press release which are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by the forward-looking statements.

Constellation may reiterate the estimates set forth above under the heading Outlook and elsewhere in this news release (collectively, the "Projections"). In addition, as noted above, during mid-July, the company expects to announce integration plans for the Vincor acquisition, and update its fiscal 2007 guidance to reflect the impact of those plans. Prior to any such update, 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. Following any such update, the Projections as set forth in this news release should not be considered to constitute the company's expectations.

At the close of business on August 18, 2006, Constellation will observe a "quiet period" during which the Projections, as updated if applicable, should not be considered to constitute the company's expectations. During the quiet period, the Projections, as updated if applicable, should be considered to be historical, speaking as of prior to the quiet period only and not subject to update by the company.

The company's forward-looking statements 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 or financing that may be completed after the date of this release. Any projections of future results of operations, and in particular, (i) the company's estimated diluted earnings per share on a reported basis for fiscal 2007 and second quarter 2007, and (ii) the company's estimated diluted earnings per share on a comparable basis for fiscal 2007 and second quarter 2007, 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 forward-looking statements of the company contained in this press release are also subject to the following risks and uncertainties: the company achieving certain sales projections and meeting certain cost targets; wholesalers and retailers may give higher priority to products of the company's competitors; 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 higher than expected selling, general and administrative expenses; a general decline in alcohol consumption; increases in excise and other taxes on beverage alcohol products; and changes in interest rates and foreign currency exchange rates. In addition, the company may not achieve all of the expected cost savings related to its announced global wine restructuring due to lower than anticipated reductions in headcount or other expenses, or a delay or greater than anticipated costs in the implementation of the restructuring. Also, risks and uncertainties include factors relating to Constellation's ability to integrate Vincor's business successfully and realize expected synergies, the continued strength of Vincor's relationships with its employees, suppliers and customers, and the accuracy of the bases for forecasts relating to Vincor's business.

For additional information about risks and uncertainties that could adversely affect the company's forward-looking statements, please refer to 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, 2006, which contain a discussion of additional factors that may affect Constellation's business. The factors discussed in these reports could cause actual future performance to differ from current expectations.


    Constellation Brands, Inc. and Subsidiaries
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (in millions)

                                                    May 31,      February 28,
                                                     2006            2006
     Assets

      Current Assets:
       Cash and cash investments                     $37.5           $10.9
       Accounts receivable, net                      854.2           771.9
       Inventories                                 1,751.1         1,704.4
       Prepaid expenses and other                    278.7           213.7

         Total current assets                      2,921.5         2,700.9

     Property, plant and equipment, net            1,442.7         1,425.3
     Goodwill                                      2,204.1         2,193.6
     Intangible assets, net                          886.9           883.9
     Other assets, net                               216.3           196.9

         Total assets                             $7,671.5        $7,400.6

     Liabilities and Stockholders' Equity

      Current Liabilities:
       Notes payable to banks                       $164.3           $79.9
       Current maturities of long-term debt          214.3           214.1
       Accounts payable                              365.0           312.8
       Accrued excise taxes                           68.2            76.7
       Other accrued expenses and liabilities        625.3           614.6

         Total current liabilities                 1,437.1         1,298.1

     Long-term debt, less current maturities       2,481.8         2,515.8
     Deferred income taxes                           373.6           371.2
     Other liabilities                               259.0           240.3

       Total liabilities                           4,551.5         4,425.4

       Total stockholders' equity                  3,120.0         2,975.2

       Total liabilities and stockholders'
        equity                                    $7,671.5        $7,400.6



    Constellation Brands, Inc. and Subsidiaries
    CONSOLIDATED STATEMENTS OF INCOME
    (in millions, except per share data)

                                                      Three Months Ended
                                                   May 31,          May 31,
                                                    2006              2005

     Sales                                        $1,430.2          $1,366.3
     Excise taxes                                   (274.3)           (269.8)
       Net sales                                   1,155.9           1,096.5

     Cost of product sold                           (837.3)           (790.5)
       Gross profit                                  318.6             306.0

     Selling, general and administrative
      expenses                                      (172.6)           (157.9)
     Restructuring and related charges                (2.3)             (1.9)
     Acquisition-related integration costs            (0.7)             (6.4)
       Operating income                              143.0             139.8

     Equity in earnings (loss) of equity
      method investees                                 0.1              (0.5)
     Gain on change in fair value of
      derivative instrument                           52.5                 -
     Interest expense, net                           (48.7)            (47.3)
       Income before income taxes                    146.9              92.0

     Provision for income taxes                      (61.4)            (16.3)
       Net income                                     85.5              75.7

     Dividends on preferred stock                     (2.5)             (2.5)
       Income available to common
        stockholders                                 $83.0             $73.2


     Earnings Per Common Share:
       Basic - Class A Common Stock                  $0.38             $0.34
       Basic - Class B Common Stock                  $0.34             $0.31
       Diluted                                       $0.36             $0.32

     Weighted Average Common Shares Outstanding:
       Basic - Class A Common Stock                199.571           195.567
       Basic - Class B Common Stock                 23.853            23.955
       Diluted                                     240.069           238.154



    Constellation Brands, Inc. and Subsidiaries
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in millions)
                                                        Three Months Ended
                                                     May 31,         May 31,
                                                      2006            2005
     Cash Flows From Operating Activities
       Net income                                    $85.5            $75.7
       Adjustments to reconcile net income
        to net cash provided by operating activities:
         Depreciation of property, plant and
          equipment                                   26.7             27.5
         Loss on disposal of business                 17.3                -
         Deferred tax provision                       15.6             13.5
         Stock-based compensation expense              3.6                -
         Amortization of intangible and other
          assets                                       2.0              1.8
         Loss on disposal of assets                    0.3              1.4
         Gain on change in fair value of
          derivative instrument                      (52.5)               -
         Equity in (earnings) loss of equity
          method investees                            (0.1)             0.5
         Proceeds from early termination of
          derivative instruments                         -             30.3
         Change in operating assets and
          liabilities, net of effects
          from purchases and sales of businesses:
           Accounts receivable, net                  (66.4)             8.5
           Inventories                               (31.3)          (113.0)
           Prepaid expenses and other current
            assets                                   (10.9)            (3.6)
           Accounts payable                           45.4             70.1
           Accrued excise taxes                       (9.7)           (14.0)
           Other accrued expenses and liabilities    (11.1)           (35.7)
         Other, net                                   (7.7)            (3.0)
             Total adjustments                       (78.8)           (15.7)
             Net cash provided by operating
              activities                               6.7             60.0

     Cash Flows From Investing Activities
       Purchases of property, plant and
        equipment                                    (45.1)           (31.8)
       Payment of accrued earn-out amount             (1.1)            (1.6)
       Proceeds from sales of businesses              28.0             17.8
       Proceeds from sales of assets                   0.7             92.8
       Proceeds from sales of equity method
        investment                                       -             35.2
       Investment in equity method investee              -             (2.3)
       Other investing activities                     (2.1)               -
             Net cash (used in) provided by
              investing activities                   (19.6)           110.1

     Cash Flows From Financing Activities
       Net proceeds from notes payable                83.9             46.3
       Exercise of employee stock options              8.6              8.7
       Excess tax benefits from share-based
        payment awards                                 1.7                -
       Principal payments of long-term debt          (52.6)          (219.5)
       Payment of preferred stock dividends           (2.5)            (2.5)
           Net cash provided by (used in)
            financing activities                      39.1           (167.0)

     Effect of exchange rate changes on
      cash and cash investments                        0.4             (1.5)

     Net increase in cash and cash
      equivalents                                     26.6              1.6
     Cash and cash investments,
      beginning of period                             10.9             17.6
     Cash and cash investments,
      end of period                                  $37.5            $19.2



    Constellation Brands, Inc. and Subsidiaries
    SEGMENT AND GEOGRAPHIC INFORMATION
    (in millions)

                                                Three Months Ended
                                               May 31,     May 31,   Percent
                                                2006        2005     Change
    Segment Net Sales and Operating Income
         Constellation Wines
          Branded wine net sales                $517.2       $495.4       4%
          Wholesale & other net sales            247.3        255.2      (3%)
           Segment net sales                    $764.5       $750.6       2%
           Operating income                      $96.2        $96.0       -
           % Net sales                            12.6%        12.8%

         Constellation Beers & Spirits
          Imported beers net sales              $308.1       $260.4      18%
          Spirits net sales                       83.3         85.5      (3%)
           Segment net sales                    $391.4       $345.9      13%
           Operating income                      $82.8        $76.0       9%
           % Net sales                            21.2%        22.0%

         Corporate Operations & Other
           Consolidated net sales             $1,155.9     $1,096.5       5%
           Operating income                     $(14.2)      $(14.3)     (1%)
           % Net Sales                            (1.2%)       (1.3%)



                                                                    Constant
                                Three Months Ended                  Currency
                                  May 31,  May 31, Percent Currency Percent
                                   2006     2005   Change   Impact  Change(3)
    Geographic Net Sales(1)(2)
        North America             $745.2   $659.5    13%       -       13%
         Branded wine             $347.7   $307.1    13%       -       13%
         Imported beers           $308.1   $260.4    18%       -       18%
         Spirits                   $83.3    $85.5    (3%)      -       (3%)
         Wholesale & other          $6.1     $6.5    (6%)      -       (6%)

        Europe                    $329.4   $351.2    (6%)     (4%)     (2%)
         Branded wine              $96.3   $108.2   (11%)     (4%)     (7%)
         Wholesale & other        $233.1   $243.0    (4%)     (5%)      -

        Australia/New Zealand      $81.3    $85.8    (5%)     (5%)      -
         Branded wine              $73.2    $80.1    (9%)     (5%)     (3%)
         Wholesale & other          $8.1     $5.7    42%      (5%)     47%

    (1) Refer to discussion under "Reconciliation of Reported and Constant
        Currency Net Sales" on following page for definition of 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.



    Constellation Brands, Inc. and Subsidiaries
    RECONCILIATION OF REPORTED AND CONSTANT CURRENCY NET SALES
    (in millions)

    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.


                                                                    Constant
                                Three Months Ended                  Currency
                                 May 31,  May 31, Percent Currency  Percent
                                  2006     2005   Change   Impact   Change(1)
    Consolidated Net Sales
       Branded wine              $517.2    $495.4    4%     (2%)      6%
       Wholesale and other        247.3     255.2   (3%)    (5%)      1%
       Imported beers             308.1     260.4   18%      -       18%
       Spirits                     83.3      85.5   (3%)     -       (3%)
         Consolidated net
          sales                $1,155.9  $1,096.5    5%     (2%)      7%

    Branded Business Net
     Sales(2)
       Branded wine              $517.2    $495.4    4%     (2%)      6%
       Imported beers             308.1     260.4   18%      -       18%
       Spirits                     83.3      85.5   (3%)     -       (3%)
         Branded business
          net sales              $908.6    $841.3    8%     (1%)      9%

    (1) May not sum due to rounding as each item is computed independently.

    (2) Branded business net sales includes the branded wine, imported beers
        and spirits product categories and excludes the wholesale and other
        product category.


    Constellation Brands, Inc. and Subsidiaries
    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
    (in millions, except per share data)

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 reconciliations below, 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 table below for supplemental financial data and corresponding reconciliations of these non-GAAP financial measures to GAAP financial measures for the three months ended May 31, 2006, and May 31, 2005. 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.


                               Three Months Ended May 31, 2006
                                Items Affecting Comparability

                         Mondavi
               Reported  Adverse             Strategic              Comparable
                Basis     Grape  Inventory   Business                 Basis
                (GAAP)     Cost   Step-up   Realignment(1) Other(2) (Non-GAAP)

     Net
      Sales     $1,155.9                                             $1,155.9
       Cost
       of
       product
       sold       (837.3)   1.5      0.6         1.1                   (834.1)
     Gross
      Profit       318.6    1.5      0.6         1.1           -        321.8
       Selling,
        general
        and
        admini-
        strative
        expenses  (172.6)                       15.6                   (157.0)
       Acquisition-
        related
        integration
        costs       (0.7)                        0.7                        -
       Restructuring
        and
        related
        charges     (2.3)                        2.3                        -
     Operating
      Income       143.0     1.5     0.6        19.7           -        164.8
       Equity
       in
       earnings
       (loss) of
       equity
       method
       investees     0.1             0.5                                  0.6
     Adjusted
      EBIT                                                              165.4
       Gain on
        change
        in fair
        value of
        derivative
        instrument  52.5                                   (52.5)           -
       Interest
        expense,
        net        (48.7)                                               (48.7)
     Income
      Before
      Income
      Taxes        146.9     1.5     1.1        19.7       (52.5)       116.7
       Provision
        for
        income
        taxes      (61.4)   (0.5)   (0.3)        1.2        19.0        (42.0)
     Net Income    $85.5    $1.0    $0.8       $20.9      $(33.5)       $74.7
     Diluted
      Earnings Per
      Common
      Share        $0.36      $-      $-       $0.09      $(0.14)       $0.31
     Weighted
      Average
      Common
      Shares
      Outstanding
      - Diluted  240.069 240.069 240.069     240.069     240.069      240.069

     Gross
      Margin        27.6%                                               27.8%
     Operating
      Margin        12.4%                                               14.3%
     Adjusted
      EBIT Margin                                                       14.3%
     Effective
       Tax Rate     41.8%                                               36.0%


                               Three Months Ended May 31, 2005
                                Items Affecting Comparability

                          Mondavi                                   Comparable
               Reported   Adverse           Strategic      Income      Basis
                Basis     Grape  Inventory  Business        Tax        (Non-
                (GAAP)    Cost   Step-up  Realignment(1) Adjustments(3) GAAP)

     Net
      Sales     $1,096.5                                            $1,096.5
       Cost of
        product
        sold      (790.5)    7.6     2.0                              (780.9)
     Gross
      Profit       306.0     7.6     2.0           -           -       315.6
       Selling,
        general
        and
        admini-
        strative
        expenses  (157.9)                                             (157.9)
       Acquisition-
        related
        integration
        costs       (6.4)                        6.4                      -
       Restructuring
        and related
        charges     (1.9)                        1.9                      -
     Operating
      Income       139.8     7.6     2.0         8.3           -      157.7
       Equity in
        earnings
        (loss) of
        equity
        method
        investees   (0.5)            0.8                                0.3
     Adjusted
      EBIT                                                     -      158.0
       Gain on
        change in
        fair value
        of derivative
        instrument     -                                                 -
       Interest
        expense,
        net        (47.3)                                            (47.3)
     Income
      Before
      Income
      Taxes         92.0     7.6     2.8         8.3           -     110.7
       Provision
        for income
        taxes      (16.3)   (3.0)   (0.8)       (3.2)      (16.2)    (39.5)
     Net
      Income       $75.7    $4.6    $2.0        $5.1      $(16.2)    $71.2
     Diluted
      Earnings
      Per Common
      Share        $0.32   $0.02   $0.01       $0.02      $(0.07)    $0.30
     Weighted
      Average
      Common
      Shares
      Outstanding
       - Diluted 238.154 238.154 238.154     238.154     238.154   238.154

     Gross
      Margin        27.9%                                             28.8%
     Operating
      Margin        12.7%                                             14.4%
     Adjusted
      EBIT Margin                                                     14.4%
     Effective
      Tax Rate      17.7%                                             35.7%


                                             Percent          Percent
                                             Change -         Change -
                                             Reported        Comparable
                                             Basis(GAAP)   Basis (Non-GAAP)

     Net Sales                                  5%               5%
     Cost of product sold                       6%               7%
     Gross Profit                               4%               2%
     Selling, general and administrative
      expenses                                  9%              (1%)
     Acquisition-related integration costs    (89%)             N/A
     Restructuring and related charges         21%              N/A
     Operating Income                           2%               5%
     Equity in earnings (loss) of equity
      method investees                       (120%)            100%
     Adjusted EBIT                            N/A                5%
     Gain on change in fair value of
      derivative instrument                   N/A              N/A
     Interest expense, net                      3%               3%
     Income Before Income Taxes                60%               5%
     Provision for income taxes               277%               6%
     Net Income                                13%               5%
     Diluted Earnings Per Common Share         13%               3%
     Weighted Average Common Shares

    (1) For the three months ended May 31, 2006, strategic business
        realignment items include costs recognized by the company in
        connection with (i) its worldwide wine reorganization, including its
        program to consolidate certain west coast production processes in the
        U.S. (collectively, the "Fiscal 2006 Plan") of $3.2 million, net of a
        tax benefit of $1.7 million, (ii) the restructuring and integration of
        the operations of The Robert Mondavi Corporation (the "Robert Mondavi
        Plan") of $0.4 million, net of a tax benefit of $0.3 million, and
        (iii) the loss on the sale of the company's branded bottled water
        business of $17.3 million, including $3.2 million additional tax
        expense.  For the three months ended May 31, 2005, strategic business
        realignment items include costs recognized by the company primarily in
        connection with the Robert Mondavi Plan.

    (2) In connection with the acquisition of Vincor International Inc., the
        company entered into a foreign currency forward contract to fix the
        U.S. dollar cost of the acquisition and payment of certain outstanding
        indebtedness.  Amount represents the May 31, 2006, mark-to-market
        adjustment of this forward contract.

    (3) Amount represents a non-cash reduction in the company's provision for
        income taxes as a result of adjustments to income tax accruals in
        connection with the completion of various income tax examinations
        during the three months ended May 31, 2005.



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

    The guidance below excludes the impact of the Vincor acquisition.

                              Range for the Three     Range for the Year
                                 Months Ending             Ending
    Diluted Earnings Per
     Share Guidance             August 31, 2006       February 28, 2007

    Forecasted diluted
     earnings per share
     - reported basis
     (GAAP)(1)                  $0.39    $0.41           $1.65    $1.73
      Mondavi Adverse Grape
       Cost                         -        -            0.01     0.01
      Inventory step-up             -        -            0.01     0.01
      Strategic business
       realignment (2)           0.04     0.04            0.18     0.18
      Other                     (0.01)   (0.01)          (0.15)   (0.15)
    Forecasted diluted
     earnings per share
     - comparable basis
     (Non-GAAP)(3)              $0.42    $0.44           $1.70    $1.78

                                        Actual
                                        for the                  Actual
                                      Three Months              for the
                                         Ended                 Year Ended
                                       August 31,              February 28,
                                          2005                     2006

    Diluted earnings per share
     - reported basis (GAAP)(1)          $0.34                    $1.36
      Mondavi Adverse Grape Cost          0.02                     0.06
      Inventory step-up                   0.01                     0.06
      Strategic business realignment      0.03                     0.17
      Other                               0.01                     0.01
      Income tax adjustments                 -                    (0.07)
    Diluted earnings per share -
     comparable basis (Non-GAAP)(3)       0.41                     1.59
      Pro forma stock-based compensation
       expense, net of related tax
       effects(4)                            -                    (0.15)
    Diluted earnings per share -
     comparable basis, including pro
     forma stock-based compensation
     expense (Non-GAAP)(3)               $0.41                    $1.44

    (1) Includes $0.01 and $0.03 diluted earnings per share impact of
        expensing stock-based compensation for the three months ending August
        31, 2006, and the year ending February 28, 2007, respectively, in
        accordance with the adoption of SFAS 123(R) beginning March 1, 2006.
        Includes $0.02 diluted earnings per share impact of expensing stock-
        based compensation for the year ended February 28, 2006, in accordance
        with APB No. 25 and its related interpretations, which was recorded
        within Restructuring and Related Charges in the company's Consolidated
        Statements of Income.  There was no diluted earnings per share impact
        of expensing stock-based compensation for the three months ended
        August 31, 2005.

    (2) Includes $0.04 and $0.11 diluted earnings per share associated with
        the company's Fiscal 2006 Plan for the three months ending August 31,
        2006, and the year ending February 28, 2007, respectively, and $0.07
        diluted earnings per share associated with the loss on the sale of the
        company's branded bottled water business for the year ending February
        28, 2007.

    (3) May not sum due to rounding as each item is computed independently.

    (4) Amount included herein is net of the impact of actual stock-based
        compensation expense recorded in the company's consolidated statement
        of income in accordance with APB No. 25 and its related
        interpretations (see (1) above).

    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 after capital expenditures and excess tax benefits, 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.



                               Actual for   Actual for the    Range for
                               the Three      Year Ended    the Year Ending
                              Months Ended    February 28,   February 28,
                              May 31, 2006       2006           2007
    Net cash provided by
     operating activities
     (GAAP)                      $6.7          $436.0      $410.0  $430.0
      Purchases of property,
       plant and equipment      (45.1)         (132.5)     (155.0) (155.0)
      Excess tax benefits
       from share-based
       payment awards             1.7               -        15.0    15.0
    Free cash flow
     (Non-GAAP)                $(36.7)         $303.5      $270.0  $290.0


SOURCE  Constellation Brands, Inc.
    -0-                             06/29/2006
   
CONTACT: Media, Mike Martin, +1-585-218-3669, or Kevin Harwood, +1-585-218-3666, or Investor Relations, Lisa Schnorr, +1-585-218-3677, or Bob Czudak, +1-585-218-3668, all of Constellation Brands, Inc./