wholesale joint Adam Lambert venture on April 17 2007acquired
March 2, 2010 # 4:24 am # Kids # No Commentwholesale joint surveys Adam Lambert venture on adam lamberg recalls April 17, 2007;acquired BWE on December 17, 2007; sold its Almaden and Inglenook winebrands on February 28, 2008; sold certain Pacific Northwest wine brandson June 5, 2008; and exited certain spirits production contracts inconnection with the sale of a Canadian distilling facility on August 31,2008, organic net sales for the respective periods are defined by thecompany as reported net sales plus/less net sales of U.K wholesale,U.K. branded wine, BWE products, Almaden and Inglenook branded wine,Pacific Northwest brands, or contract production services, asappropriate.As the company acquired Svedka on March 19, 2007, organicnet sales for the nine months ended November 30, 2008, have not beenadjusted for net sales of Svedka products during the period March 1,2008, through March 18, 2008, as amounts are not significant.Organicnet sales and percentage increase (decrease) in constant currency netsales (which excludes the impact of year over year currency exchange ratefluctuations) are provided because management uses this information inmonitoring and evaluating the underlying business trends of thecontinuing operations of the company.In addition, the company believesthis information provides investors better insight on underlying businesstrends and results in order to evaluate year over year financialperformance.Three Months EndedConstant——————Currency November NovemberPercent CurrencyPercent 30, 2008 30, 2007 ChangeImpact Change(1) ——– ——–Consolidated Net SalesBranded wine$848.7 $911.3(7%)(7%)-Wholesale and other71.1 66.1 8%(13%) 21%Spirits111.4117.4(5%) – (5%) ———-Consolidated reported net sales 1,031.21,094.8(6%)(7%)1%Less:BWE (2) (53.8) -Less:U.K wholesale, net of U.K. branded wine (3)–Less:Almaden and Inglenook branded wine net sales (4) -(31.1)Less:Pacific Northwest branded wine net sales (5) – (9.1)Less:Spirits contract production services net sales (6) -(11.1) ——–Consolidated organic net sales$977.4 $1,043.5(6%)(7%)1%====== ========Branded Wine Net SalesBranded wine reported net sales$848.7 $911.3(7%)(7%)-Less:BWE (2) (53.8) -Plus:U.K. branded wine (3)–Less:Almaden and Inglenook branded wine net sales (4) -(31.1)Less:Pacific Northwest branded wine net sales (5) – (9.1) — —-Branded wine organic net sales$794.9 $871.1(9%)(7%) (2%)====== ======Wholesale and Other Net SalesWholesale and other reported net sales $71.1$66.1 8%(13%) 21%Less:U.K. wholesale (3) — ——Wholesale and other organic net sales $71.1$66.1 8%(13%) 21% ==========Spirits Net SalesSpirits reported Net sales$111.4 $117.4(5%) – (5%)Less:Spirits contract production services net sales (6) -(11.1) ——–Spirits organic net sales$111.4 $106.3 5%-5%====== ====== Nine Months EndedConstant —————–Currency November NovemberPercent Currency Percent 30, 2008 30, 2007 Change ImpactChange(1) ——– ——–Consolidated Net SalesBranded wine$2,396.5 $2,270.1 6% (2%)7%Wholesale and other 196.9299.4 (34%)(3%)(32%)Spirits326.1319.1 2%-2% ———-Consolidated reported net sales 2,919.52,888.6 1% (2%)3%Less:BWE (2)(147.3) -Less:U.K wholesale, net of U.K. branded wine (3)- (117.1)Less:Almaden and Inglenook branded wine net sales (4) -(82.4)Less:Pacific Northwest branded wine net sales (5) -(15.8)Less:Spirits contract production services net sales (6) -(11.1) ——–Consolidated organic net sales$2,772.2 $2,662.2 4% (2%)6%======== ========Branded Wine Net SalesBranded wine reported net sales$2,396.5 $2,270.1 6% (2%)7%Less:BWE (2)(147.3) -Plus:U.K. branded wine (3)-8.4Less:Almaden and Inglenook branded wine net sales (4) -(82.4)Less:Pacific Northwest branded wine net sales (5) -(15.8) ——–Branded wine organic net sales $2,249.2 $2,180.3 3% (2%)5% ======== ========Wholesale and Other Net SalesWholesale and other reported net sales$196.9 $299.4 (34%)(3%)(32%)Less:U.K.
wholesale (3) – (125.5) — ——Wholesale and other organic net sales$196.9 $173.913% (4%) 18%====== ======Spirits Net SalesSpirits reported net sales$326.1 $319.1 2%-2%Less:Spirits contract production services net sales (6) -(11.1) ——–Spirits organic net sales$326.1 $308.0 6%-6%====== ======(1) May not sum due to rounding as each item is computed independently.(2) For the period September 1, 2008, through November 30, 2008, includedin the three months ended November 30, 2008, and March 1, 2008, throughNovember 30, 2008, included in the nine months ended November 30, 2008.(3) For the period March 1, 2007, through April 16, 2007, included in thenine months ended November 30, 2007.(4) For the period September 1, 2007, through November 30, 2007, includedin the three months ended November 30, 2007, and March 1, 2007, throughNovember 30, 2007, included in the nine months ended November 30, 2007.(5) For the period September 1, 2007, through November 30, 2007, includedin the three months ended November 30, 2007, and June 1, 2007, throughNovember 30, 2007, included in the nine months ended November 30, 2007.(6) For the period September 1, 2007, through November 30, 2007, includedin the three months and nine months ended November 30, 2007.Constellation Brands, Inc adam lambert fiyero . and SubsidiariesRECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)(in millions, except per share data) Three Months Ended November 30, 2008 ———————————— Compar-Strategic ableReportedInven-Business Basis Basis tory Realign-Other(Non- (GAAP) Step-upment(2)(3) GAAP)————— ————– ——-Net sales$1,031.2$1,031.2Cost of product sold(627.2) 6.12.3(618.8) ————— ——Gross profit404.06.12.3-412.4 Selling,general andadministrativeexpenses(“SG&A”) (200.5)6.7(193.8)Impairment of intangible assets- – Restructuring charges (4.3)4.3 – Acquisition-relatedintegration costs(1.5)1.5 – —————- Operating income 197.76.1 14.8-218.6 Equity in earningsof equity methodinvestees76.376.3 —-EBIT294.9Interest expense, net (78.4)(78.4)——– ———— Income beforeincome taxes195.66.1 14.8-216.5 Provision forincome 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 percommon share$0.38$0.02$0.06$0.15$0.60========================= Weighted averagecommon sharesoutstanding- diluted 220.006220.006220.006220.006220.006===================================Gross margin 39.2% 40.0% SG&A as a percent ofnet sales19.4% 18.8% Operating margin19.2% 21.2%Effective tax rate 57.3% 39.0% ——– Three Months Ended November 30, 2007———————————— Compar- Strategic able Reported Inven-Business Basis BasistoryRealign- (Non-(GAAP) Step-upment(2) OtherGAAP) ————— ————– ——-Net sales$1,094.8$1,094.8Cost of product sold(702.9) 2.92.5(697.5) ————— ——Gross profit391.92.92.5-397.3 Selling,General andadministrativeexpenses(“SG&A”) (192.1) (4.8) (196.9)Impairment of intangible assets- – Restructuringcharges 0.1(0.1)- Acquisition-relatedintegration costs(1.6)1.6 – ————– Operating income 198.32.9 (0.8) -200.4 Equity in earningsof equity methodinvestees74.20.7 74.9 —-EBIT275.3Interest expense, net(82.4)(82.4)——– ———— Income beforeincome taxes190.13.6 (0.8) -192.9 Provision forincome taxes(70.5)(1.2) 0.2-(71.5)—– —————Net income $119.6 $2.4$(0.6)$- $121.4 ====== ========= == ====== Diluted earnings percommon share$0.55$0.01 $- $-$0.55========== == ======= Weighted averagecommon sharesoutstanding- diluted 219.432219.432219.432219.432219.432===================================Gross margin 35.8% 36.3% SG&A as a percent ofnet sales17.5% 18.0% Operating margin18.1% 18.3%Effective tax rate 37.1% 37.1% ——–PercentPercentChange – Change -Reported Comparable Basis (GAAP)Basis (Non-GAAP) —————————-Net sales (6%)(6%) Cost of product sold(11%) (11%)Gross profit 3%4%Selling, general and administrative expenses (“SG&A”)4% (2%) Impairment ofintangible assetsN/A N/A Restructuring chargesNM N/A Acquisition-relatedintegration costs (6%) N/AOperating income – 9%Equity in earnings of equity method investees 3%2%EBIT N/A 7% Interest expense, net(5%)(5%)Income before income taxes 3% 12%Provision for income taxes59% 18%Net income (30%) 9% Diluted earnings percommon share (31%) 9% Weighted average commonshares outstanding -dilutedGross marginSG&A as a percent of net salesOperating marginEffective tax rateNM = Not MeaningfulConstellation Brands, Inc adam garcia . and SubsidiariesRECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)(in millions, except per share data) Nine Months Ended November 30, 2008 ———————————–Compar- Strategic ableReported Inven-BusinessBasisBasistoryRealign-Other (Non-(GAAP) Step-upment(4) (5)GAAP)————————– ————Net sales$2,919.5$2,919.5 Cost of productsold (1,880.7)16.756.20.1(1,807.7) ——– ——————-Gross profit1,038.8 16.756.20.1 1,111.8 Selling, general andadministrativeexpenses (“SG&A”)(659.2)43.4 (615.8) Impairment ofintangible assets (21.8)21.8- Restructuringcharges (40.3)40.3- Acquisition-relatedintegration costs(7.6) 7.6- —- —- —— —Operating income309.9 16.7 169.30.1 496.0Equity in earnings of equity method investees218.5 4.1 222.6—–EBIT718.6 Interest expense,net(245.7) (245.7) —— —- ————–Income before income taxes 282.7 16.7 169.34.2 472.9Provision for 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 percommon share$0.48$0.05 $0.69$0.17 $1.38========== ========== ===== Weighted averagecommon sharesoutstanding -diluted 219.970219.970 219.970219.970 219.970============== ============== =======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% ——– Nine Months Ended November 30, 2007 ———————————–Compar-StrategicableReportedInven- BusinessBasisBasis tory Realign-(Non-(GAAP) Step-upment(4)Other GAAP)————————– ————Net sales$2,888.6$2,888.6 Cost of productsold (1,918.8) 8.1 6.80.1(1,903.8) ———– ————–Gross profit969.88.1 6.80.1 984.8 Selling, general andadministrativeexpenses (“SG&A”)(580.2) 3.2 (577.0) Impairment ofintangible assets – - Restructuringcharges(0.7) 0.7- Acquisition-relatedintegration costs(5.2) 5.2- ——- —— —Operating income383.78.115.90.1 407.8Equity in earnings of equity method investees230.10.9231.0—–EBIT638.8 Interest expense,net(248.8) (248.8) ———————-Income before income taxes 365.09.015.90.1 390.0Provision for income taxes(143.5)(3.2)4.0 (0.1) (142.8) —— —- — ———-Net income $221.5 $5.8 $19.9 $-$247.2 ====== ==== ===== ======== Diluted earnings percommon share$0.99$0.03 $0.09 $- $1.10========== ===== == ===== Weighted averagecommon sharesoutstanding -diluted 224.093224.093 224.093224.093 224.093============== ============== =======Gross margin 33.6% 34.1%SG&A as a percent of net sales 20.1% 20.0%Operating margin 13.3% 14.1%Effective tax rate 39.3% 36.6% ——– PercentPercent Change – Change – ReportedComparableBasis (GAAP) Basis (Non-GAAP)———— —————-Net sales1%1% Cost of product sold(2%)(5%)Gross profit 7% 13%Selling, general and administrative expenses (“SG&A”)14%7% Impairment ofintangible assets N/A N/A Restructuring charges NM N/A Acquisition-relatedintegration costs 46% N/AOperating income(19%) 22%Equity in earnings of equity method investees (5%)(4%)EBITN/A 12% Interest expense,net(1%)(1%)Income before income taxes(23%) 21%Provision for income taxes24% 18%Net income(52%) 23% Diluted earnings per common share(52%) 25% Weighted average common sharesoutstanding – dilutedGross marginSG&A as a percent of net salesOperating marginEffective tax rateConstellation Brands, Inc aadam lambert . and Subsidiaries RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued) NOTES (1) The company reports its financial results in accordance with generallyaccepted accounting principles in the U.S adaam lambert .
(“GAAP”).However, non-GAAPfinancial measures, as defined in the reconciliation tables above, areprovided because management uses this information in evaluating the results ofthe continuing operations of the company and/or internal goal setting.Inaddition, the company believes this information provides investors betterinsight on underlying business trends and results in order to evaluate yearover year financial performance.See the tables above for supplementalfinancial data and corresponding reconciliations of these non-GAAP financialmeasures to GAAP financial measures for the three months and nine months endedNovember 30, 2008, and November 30, 2007.Non-GAAP financial measures shouldbe viewed in addition to, and not as an alternative for, the company’sreported results prepared in accordance with GAAP.Please refer to thecompany’s Web site at for moredetailed description and further discussion of these non-GAAP financialmeasures.(2) For the three months ended November 30, 2008, strategic businessrealignment items consist primarily of costs recognized by the company inconnection with its Australian initiative of $6.1 million, net of a taxbenefit of $0.0 million, and its Fiscal 2007 Wine Plan of $5.0 million, net ofa tax benefit of $1.8 million.For the three months ended November 30, 2007,strategic business realignment items primarily include a realized gain on aprior asset sale of $3.3 million, net of additional tax expense of $1.5million, partially offset by costs recognized by the company primarily inconnection with (i)the Fiscal 2008 Plan of $1.2 million, net of a taxbenefit of $0.6 million, (ii)the Fiscal 2007 Wine Plan of $0.8 million, netof a tax benefit of $0.4 million, and (iii)the Vincor Plan of $0.5 million,net of a tax benefit of $0.2 million.(3) For the three months ended November 30, 2008, other consists of $32.4million associated with the recognition of income tax expense in connectionwith the gain on settlement of certain foreign currency economic hedges.(4) For the nine months ended November 30, 2008, strategic businessrealignment items consist primarily of (i)costs recognized by the company inconnection with the Australian initiative of $110.1 million, net of a taxbenefit of $0.6 million, the Fiscal 2007 Wine Plan of $9.2 million, net of atax benefit of $3.6 million, and the Fiscal 2008 Plan of $8.9 million, net ofa tax benefit of $3.2 million; and (ii)the loss in connection with thedisposal of the Pacific Northwest wine brands of $17.1 million, net of a taxbenefit of $6.1 million.For the nine months ended November 30, 2007,strategic business realignment items primarily include a loss on disposal inconnection with the company’s contribution of its U.K adam lambert bio . wholesale business of$13.8 million, including $7.2 million additional tax expense, and costsrecognized by the company primarily in connection with (i)the Fiscal 2007Wine Plan of $3.3 million, net of a tax benefit of $1.5 million, (ii)theVincor Plan of $2.9 million, net of a tax benefit of $1.4 million, (iii)theFiscal 2006 Plan of $1.9 million, net of a tax benefit of $1.2 million, and(iv)the Fiscal 2008 Plan of $1.2 million, net of a tax benefit of $0.6million, partially offset by a realized gain on a prior asset sale of $3.3million, net of additional tax expense of $1.5 million.(5) For the nine months ended November 30, 2008,other consists primarily of$32.4 million associated with the recognition of income tax expense inconnection with the gain on settlement of certain foreign currency economichedges, and $4.1 million, net of a tax benefit of $0.0 million, associatedwith the impairment of an Australian equity method investment.DEFINITIONS Australian Initiative The company’s plan announced in August 2008 to sell certain assets andimplement operational changes designed to improve the efficiencies and returnsassociated with its Australian business.Fiscal 2008 Plan The company’s plan announced in November 2007 to streamline certain of itsinternational operations, primarily in Australia, and its plan announced inJanuary 2008 to streamline certain of its operations in the U.S., primarily inconnection with the restructuring and integration of the operations of BWE(collectively, the “Fiscal 2008 Plan”).Fiscal 2007 Wine Plan The company’s plan announced in August 2006 to invest in new distribution andbottling facilities in the U.K amdam lambert . and to streamline certain Australian wineoperations (collectively, the “Fiscal 2007 Wine Plan”).Vincor Plan The company’s plan announced in July 2006 to restructure and integrate theoperations of Vincor International Inc adamm lambert . (the “Vincor Plan”).Fiscal 2006 Plan The company’s worldwide wine reorganization plan announced in fiscal 2006,including its program to consolidate certain west coast production processesin the U.S adam lambers . (collectively, the “Fiscal 2006 Plan”).Constellation Brands, Inc. and SubsidiariesRECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)GUIDANCE – DILUTED EARNINGS PER SHARE AND FREE CASH FLOW(in millions, except per share data)Range for the YearDiluted Earnings Per Share GuidanceEnding February 28, 2009 ————————Forecasted diluted earnings per share – reported basis (GAAP) $0.65$0.69 Inventory step-up0.06 0.06 Strategic business realignment (1) 0.77 0.77 Other (2)0.20 0.20—- —-Forecasted diluted earnings per share – comparable basis (Non-GAAP) (3) $1.68$1.72 ==========Actual for theYear Ended February 29, 2008 —————–Diluted earnings per share – reported basis (GAAP)$(2.83) Inventory step-up 0.03 Strategic business realignment (1)0.31 Other (2) 3.85 Impact of anti-dilutive potential commonshares (4) 0.08 —-Diluted earnings per share – comparable basis (Non-GAAP) (3) $1.44=====(1) Includes $0.53, $0.08, $0.06, $0.06, $0.02 and $0.01 diluted earningsper share for the year ending February 28, 2009, associated with theAustralian initiative, the loss in connection with the disposal of thePacific Northwest wine brands, the Fiscal 2007 Wine Plan, the Fiscal 2008Plan, the loss in connection with the sale of a nonstrategic Canadiandistilling facility, and other previously announced restructuring plans,respectively.Includes $0.12, $0.11, $0.06, $0.02, $0.02 and ($0.02)diluted earnings per share for the year ended February 29, 2008,associated with the loss on disposal of the Almaden and Inglenook winebrands, the Fiscal 2008 Plan, the loss on disposal in connection with thecompany’s contribution of its U.K. wholesale business to the MatthewClark joint venture and the company’s provision for income taxes inconnection with the repatriation of proceeds associated with thistransaction, the Fiscal 2007 Wine Plan, other previously announcedrestructuring plans, and the realized gain on a prior asset sale,respectively.(3)(2) Includes $0.18 and $0.02 diluted earnings per share for the yearending February 28, 2009, associated with the recognition of income taxexpense in connection with the gain on settlement of certain foreigncurrency economic hedges and the Australian initiative for impairment ofan equity method investment, respectively.Includes $3.57, $0.23,$0.07, $0.02 and ($0.05) diluted earnings per share for the year endedFebruary 29, 2008, associated with an impairment of goodwill andintangible assets, a valuation allowance against net operating losscarryforwards in Australia, an impairment of an equity methodinvestment, a loss on write-off of certain property, plant and equipment,and a tax benefit related to prior period stock option exercises.(3)(3) May not sum due to rounding as each item is computed independently.(4) In accordance with the antidilution provisions of SFAS No.
128, thedilutive impact of potential common shares is excluded from the company’sreported diluted earnings per share calculation for the year endedFebruary 29, 2008.As a result of the company having net income on acomparable basis for the year ended February 29, 2008, the dilutiveimpact of potential common shares is included in the company’s comparablediluted earnings per share calculation.Free Cash Flow GuidanceFree cash flow, as defined in the reconciliation below, is considered aliquidity measure and is considered to provide useful information toinvestors about the amount of cash generated, which can then be used,after required debt service and dividend payments, for other generalcorporate purposes.A limitation of free cash flow is that it does notrepresent the total increase or decrease in the cash balance for theperiod.Free cash flow should be considered in addition to, not as asubstitute for, or superior to, cash flow from operating activitiesprepared in accordance with GAAP.Range for the Year Ending February 28, 2009 ————————Net cash provided by operating activities (GAAP) $510.0 $560.0Purchases of property, plant and equipment (150.0)(170.0) —— ——Free cash flow (Non-GAAP)$360.0 $390.0 ====== ====== Actual for the Actual for the Nine MonthsNine Months Ended November Ended November30, 2008 30, 2007——————————Net cash provided by operating activities (GAAP) $330.9 $252.3Purchases of property, plant and equipment (95.6) (79.5)———-Free cash flow (Non-GAAP)$235.3 $172.8 ====== ======SOURCEConstellation Brands, Inc.Media, Mike Martin, +1-585-218-3669, Angie Blackwell, +1-585-218-3842, orInvestor Relations, Patty Yahn-Urlaub, +1-585-218-3838, Bob Czudak,+1-585-218-3668 adam lambert interview . I have watched many Duke basketball games through many seasons now, and one thing remains very clear to me?figuring out the Blue Devils is nearly as impossible as trying to determine the number of facial expressions Jon Scheyer has.They are many and at times quite perplexing.While Duke has had more success than failure during my time, occasional anomalies pop up to create what I call the Duke Conundrum.Basically, it states that just when you think you’ve figured out the Blue Devils, they end up leaving you dazed and confused.This isn’t something recent in what many feel is a “down period” for the program adan lambert . I’ve noticed this since I began watching Duke games in the late 1980s.Duke plays very well, then puts up a terrible performance lambert . It happened again on Wednesday night against a solid Wisconsin team that came to play, and did so beautifully.What I have managed to figure out is that the Blue Devils typically have games like that every year adam garcia movies . I also know that most of their games will end in one of six results.The Positive Blowout – As the name suggests, Duke drops the opponent quickly and the game is never in doubt.
Reserved for early cupcakes, or when they catch someone of greater stature napping.The Deceptive Blowout A – Duke plays a fairly tight game but ends it on a big run and wins by at least 15 points and makes a closer game look one-sided . These happen with great frequency.The Deceptive Blowout B – Duke takes a big lead only to watch it whittle away, but still maintains a comfortable lead to the point where it is considered a relatively easy victory adam lambert” “winner . The most recent example was the UConn game.The Nail-Biter – As the name suggests, it is a tight game the entire way and comes down to the last few possessions and could go either way adam lambert fag . Think Kentucky circa 1992.The Hump Game – Probably my least favorite . Duke plays tight with an opponent, but clearly is being outplayed. The Devils may be down by double digits, manage to get the score down to where you just think they can make the comeback, but never do. That pretty much sums up Wednesday night’s loss at Wisconsin.The Negative Blowout – These are rare but not unheard of Duke gets its butts handed to it from the opening tip.

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