Constellation Brands Reports Q1 Fiscal 2011 Results

VICTOR, N.Y., July 1 /PRNewswire-FirstCall/ --

    --  Achieves comparable basis diluted EPS of $0.38 and reported basis
        diluted EPS of $0.22; comparable basis results reflect favorable tax
        rate
    --  U.S. distributor program gains traction
    --  Initiates $300 million accelerated stock buyback and updates full-year
        diluted EPS guidance to reflect transaction benefits
    --  On target to achieve free cash flow of $350 - $400 million





First Quarter 2011 Financial Highlights*

(in millions, except per share data)



                                          Comparable % Change Reported % Change

Consolidated net sales                    $788       -1%      $788     -1%



Operating income                          $103       -17%     $96      14%



Operating margin                          13.1%      -270 bps 12.2%    150 bps



Equity in earnings of equity method
investees**                               $55        -12%     $55      -13%



Earnings before interest and taxes (EBIT) $158       -16%     NA       NA



Net income                                $83        14%      $49      NM



Diluted earnings per share                $0.38      15%      $0.22    NM









Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world's leading wine company, reported today its first quarter fiscal 2011 results.

(Logo:  http://www.newscom.com/cgi-bin/prnh/20040119/STZLOGO )

"I am pleased with our first quarter results that are in line with our expectations," said Rob Sands, president and chief executive officer, Constellation Brands. "We are beginning to see benefits from our focus on profitable organic growth. Our U.S. distributor initiative gained traction in the first quarter as we experienced improved results at retail. We also increased brand investments and promotional activities and launched several new products, all of which drove an improvement in depletion trends. Examples of new products introduced during the quarter include blufeld German riesling, Black Box malbec, Woodbridge by Robert Mondavi brut sparkling wine and the Arbor Mist White Pear pinot grigio."




First Quarter 2011 Net Sales Highlights*

(in millions)

                          Reported                Organic

                                         Constant                Constant

                          Net            Currency Net            Currency

                          Sales % Change Change   Sales % Change Change

Consolidated              $788  -1%      -5%      $788  5%       -

Wine                      $729  -        -5%      $729  4%       -1%

North America Wine        $532  1%       -2%      $532  1%       -2%

Australia and Europe Wine $198  -5%      -13%     $198  10%      1%

Spirits                   $58   -3%      -3%      $58   28%      28%



*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; NA=Not applicable





Net Sales Commentary

Reported consolidated net sales decreased one percent due primarily to the divestitures of the U.K. cider and value spirits businesses partially offset by the favorable impact of year-over-year currency exchange rate fluctuations.

Consolidated wine organic net sales on a constant currency basis decreased one percent. North America wine net sales on a constant currency basis decreased two percent as a slight increase in volume was more than offset by higher promotion costs. Australia and Europe wine net sales on an organic constant currency basis increased one percent versus the prior year first quarter.

Total spirits organic net sales increased 28 percent for the quarter, led by a 40 percent gain for SVEDKA vodka. "Our first ever SVEDKA television advertising campaign which asks consumers "R.U. bot or not?" generates excitement around this phenomenal vodka brand," said Sands. "The unique campaign featuring the SVEDKA fembot continues to resonate well with consumers."

Operating Income, Net Income, Diluted EPS Commentary

The consolidated comparable basis operating income decline was primarily driven by a $15 million decrease in the North America wine segment due primarily to higher promotion spending.

Constellation's equity earnings from its 50 percent interest in the Crown Imports joint venture totaled $54 million, a decrease of 14 percent from the prior year first quarter.  For first quarter 2011, Crown generated net sales of $622 million, a decrease of three percent, and operating income of $109 million, a decrease of 14 percent. Net sales for Crown were impacted primarily by higher promotions, unfavorable mix and lower volume. Operating income for Crown decreased primarily due to timing of promotional and marketing investments, a contractual product cost increase, unfavorable mix and lower volume.

"After successfully executing the Cinco de Mayo holiday programming and kicking off promotions tied to World Cup Soccer, Crown launched its largest promotion ever with the 'Win A Beach Getaway.' This summer consumer sweepstakes event is the first time that Crown has fully integrated television advertising, packaging and promotional displays in both on and off premise channels," said Sands. "We believe these programs and other activities helped to drive positive depletion growth during the quarter."

For first quarter 2011, pre-tax restructuring charges and unusual items totaled $7 million compared to $40 million for the prior year first quarter.

Interest expense totaled $49 million, a decrease of 29 percent. The decrease was primarily due to lower average interest rates and borrowings during the quarter.

The comparable basis effective tax rate for the quarter was 24 percent which reflects the favorable outcome of various tax items and compares to a 39 percent rate for the prior year first quarter. The company continues to anticipate a full year comparable basis effective tax rate of 35 percent. The reported basis effective tax rate for the quarter reflects a $0.13 diluted EPS charge associated with a valuation allowance against deferred tax assets in the U.K.

Common Stock Repurchase

On April 16, 2010, the company entered into a $300 million accelerated stock buyback (ASB) transaction. During the first quarter, the company received 13.8 million shares of Class A Common Stock, representing the minimum number of shares that will be received under the ASB transaction. The final number of shares to be received under the ASB transaction will be determined at the close of the transaction. The company used its revolving credit facility to fund the ASB transaction.

"For fiscal 2011, the company anticipates generating strong free cash flow in the range of $350-$400 million," said Bob Ryder, chief financial officer, Constellation Brands. "While we plan to continue to pay down debt in fiscal 2011, we have redeployed a portion of free cash flow to repurchase stock as we believe Constellation shares represent good value. We are increasing our EPS guidance by $0.10 to reflect the estimated benefit of the stock buyback."

Summary

"The first quarter represents a solid start to the year," said Sands. "We are on track to achieve our strategic and financial goals, the most important of which is to drive profitable organic growth. While macroeconomic and competitive challenges persist, we are encouraged by improving market trends in our U.S. wine and beer businesses."

Outlook

The table below sets forth management's current diluted EPS expectations for fiscal year 2011 compared to fiscal year 2010 actual results, both on a reported basis and a comparable basis.  


Constellation BrandsFiscal Year 2011

Diluted Earnings Per Share Outlook



               Reported Basis     Comparable Basis

               FY11        FY10   FY11          FY10
               Estimate    Actual Estimate      Actual

Fiscal Year
Ending Feb. 28 $1.33-$1.48 $0.45  $1.63 - $1.78 $1.69







Full-year fiscal 2011 guidance includes the following current assumptions:

    --  Interest expense: approximately $210 - $220 million
    --  Tax rate: approximately 40 percent on a reported basis, as compared to
        35 percent on a comparable basis, primarily due to a provision of five
        percentage points associated with the recognition in first quarter 2011
        of a valuation allowance against deferred tax assets in the U.K.
    --  Weighted average diluted shares outstanding: approximately 212 million
    --  Free cash flow: $350 - $400 million


Conference Call

A conference call to discuss first quarter fiscal 2011 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, July 1, 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 and unusual items.  The company's measure of segment profitability excludes restructuring 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, 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, storied brands that suit varied lives and tastes, and talented employees worldwide. 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® company with more than 100 brands in our portfolio, sales in about 150 countries and operations at more than 40 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, visit the company's web site at 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 August 31, 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, financing or share repurchase 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:

    --  completion of various portfolio actions; implementation of consolidation
        activities and actual U.S. distributor transition experience;
    --  fluctuations in the volume weighted average price of the Company's Class
        A Common Stock during the remainder of the calculation period under the
        ASB transaction;
    --  actual date of the termination of the calculation period under the ASB
        transaction;
    --  final number of shares of Class A Common Stock received as a result of
        the ASB transaction;
    --  achievement of all expected cost savings from the company's various
        restructuring plans and realization of expected asset sale proceeds from
        the sale of inventory and other assets;
    --  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, 2010, which 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,
                                           2010       2010

Assets



Current Assets:

Cash and cash investments                  $ 20.9     $ 43.5

Accounts receivable, net                   636.5      514.7

Inventories                                1,795.6    1,879.9

Prepaid expenses and other                 109.0      151.0



Total current assets                       2,562.0    2,589.1



Property, plant and equipment, net         1,522.9    1,567.2

Goodwill                                   2,570.9    2,570.6

Intangible assets, net                     922.7      925.0

Other assets, net                          317.6      442.4



Total assets                               $ 7,896.1  $ 8,094.3



Liabilities and Stockholders' Equity



Current Liabilities:

Notes payable to banks                     $ 564.7    $ 371.2

Current maturities of long-term debt       252.1      187.2

Accounts payable                           224.8      268.8

Accrued excise taxes                       50.8       43.8

Other accrued expenses and liabilities     441.8      501.6



Total current liabilities                  1,534.2    1,372.6



Long-term debt, less current maturities    3,201.0    3,277.1

Deferred income taxes                      547.5      536.2

Other liabilities                          316.0      332.1



Total liabilities                          5,598.7    5,518.0



Total stockholders' equity                 2,297.4    2,576.3



Total liabilities and stockholders' equity $ 7,896.1  $ 8,094.3






Constellation Brands, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)



                                              Three Months Ended

                                              May 31,  May 31,
                                              2010     2009



Sales                                         $ 976.2  $ 1,003.8

Excise taxes                                  (188.7)  (212.2)

Net sales                                     787.5    791.6



Cost of product sold                          (517.5)  (522.9)

Gross profit                                  270.0    268.7



Selling, general and administrative expenses  (168.8)  (165.1)

Restructuring charges                         (4.9)    (18.9)

Operating income                              96.3     84.7



Equity in earnings of equity method investees 54.5     62.8

Interest expense, net                         (48.5)   (68.4)

Income before income taxes                    102.3    79.1



Provision for income taxes                    (53.2)   (72.6)

Net income                                    $ 49.1   $ 6.5







Earnings Per Common Share:

Basic - Class A Common Stock                  $ 0.23   $ 0.03

Basic - Class B Common Stock                  $ 0.21   $ 0.03



Diluted - Class A Common Stock                $ 0.22   $ 0.03

Diluted - Class B Common Stock                $ 0.21   $ 0.03



Weighted Average Common Shares Outstanding:

Basic - Class A Common Stock                  192.713  195.233

Basic - Class B Common Stock                  23.726   23.744



Diluted - Class A Common Stock                218.856  219.820

Diluted - Class B Common Stock                23.726   23.744






Constellation Brands, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)



                                                             Three Months Ended

                                                             May 31,  May 31,
                                                             2010     2009

Cash Flows From Operating Activities

Net income                                                   $ 49.1   $ 6.5

Adjustments to reconcile net income to net cash provided by
(used in)
operating activities:

Deferred tax provision (benefit)                             35.3     (27.1)

Depreciation of property, plant and equipment                30.9     34.1

Equity in earnings of equity method investees, net of
distributed earnings                                         23.1     (23.6)

Stock-based compensation expense                             11.0     12.2

Amortization of intangible and other assets                  3.7      3.1

Loss on business sold                                        -        0.8

(Gain) loss on disposal or impairment of long-lived assets,
net                                                          (1.4)    0.4

Change in operating assets and liabilities, net of effects
from purchases and sales of businesses:

Accounts receivable, net                                     (133.3)  (132.8)

Inventories                                                  61.0     34.5

Prepaid expenses and other current assets                    7.0      4.9

Accounts payable                                             (30.6)   (28.2)

Accrued excise taxes                                         8.5      6.0

Other accrued expenses and liabilities                       (0.7)    55.2

Other, net                                                   (3.9)    (0.8)

Total adjustments                                            10.6     (61.3)

Net cash provided by (used in) operating activities          59.7     (54.8)



Cash Flows From Investing Activities

Proceeds from note receivable                                60.0     -

Proceeds from sales of assets                                1.1      1.2

Investment in equity method investee                         (29.6)   (0.3)

Purchases of property, plant and equipment                   (25.6)   (47.1)

(Repayments) proceeds from sale of business                  (1.6)    270.2

Other investing activities                                   0.3      0.3

Net cash provided by investing activities                    4.6      224.3



Cash Flows From Financing Activities

Purchases of treasury stock                                  (300.0)  -

Principal payments of long-term debt                         (1.3)    (269.5)

Payment of financing costs of long-term debt                 (0.2)    -

Net proceeds from notes payable                              194.6    98.6

Exercise of employee stock options                           16.7     3.4

Excess tax benefits from stock-based payment awards          4.6      1.2

Net cash used in financing activities                        (85.6)   (166.3)



Effect of exchange rate changes on cash and cash investments (1.3)    0.5



Net (decrease) increase in cash and cash equivalents         (22.6)   3.7

Cash and cash investments, beginning of period               43.5     13.1

Cash and cash investments, end of period                     $ 20.9   $ 16.8






Constellation Brands, Inc. and Subsidiaries

SUMMARIZED SEGMENT AND EQUITY EARNINGS
INFORMATION

(in millions)



                                              Three Months Ended

                                              May 31,   May 31,
                                              2010      2009     Percent Change



    Constellation Wines North America(1)

    Wine net sales                            $ 531.7   $ 524.2  1%

    Spirits net sales                         58.2      60.1     (3%)

    Segment net sales                         $ 589.9   $ 584.3  1%

    Segment operating income                  $ 132.5   $ 147.3  (10%)

    % Net sales                               22.5%     25.2%

    Equity in earnings (losses) of equity
    method investees                          $ 0.1     $ (1.2)  NM



    Constellation Wines Australia and Europe
    (1)

    Wine net sales                            $ 197.6   $ 207.3  (5%)

    Segment net sales                         $ 197.6   $ 207.3  (5%)

    Segment operating (loss) income           $ (2.9)   $ 0.3    NM

    % Net sales                               (1.5%)    -

    Equity in earnings of equity method
    investees                                 $ 0.6     $ 1.1    (45%)



    Corporate Operations and Other segment
    operating loss                            $ (26.4)  $ (22.7) 16%



    Equity in earnings of Crown Imports(2)    $ 54.3    $ 62.9   (14%)





    Reportable Segment Operating Income (A)   $ 103.2   $ 124.9

    Restructuring Charges and Unusual Items   (6.9)     (40.2)

    Consolidated Operating Income (GAAP)      $ 96.3    $ 84.7





    Reportable Segment Equity in Earnings of
    Equity Method Investees (B)               $ 55.0    $ 62.8

    Restructuring Charges and Unusual Items   (0.5)     -

    Consolidated Equity in Earnings of Equity
    Method Investees (GAAP)                   $ 54.5    $ 62.8





    Consolidated Earnings Before Interest and
    Taxes (Non-GAAP) (A+B)                    $ 158.2   $ 187.7





(1) In connection with the Company’s change in its internal management
    structure for its U.K. and Australia businesses and the revised strategy
    within these markets, the Company changed its internal management financial
    reporting on May 1, 2010, to consist of five operating segments:
    Constellation Wines North America, Constellation Wines Australia and
    Europe, Constellation Wines New Zealand, Crown Imports and Corporate
    Operations and Other. For reporting purposes, the Constellation Wines New
    Zealand operating segment is aggregated with the Constellation Wines North
    America operating segment due to, among other factors, the vast majority of
    the wine produced by the Constellation Wines New Zealand operating segment
    is sold in the U.S. and Canada. Prior period results have been restated to
    conform with the new segment presentation.

(2) Crown Imports Joint Venture Summarized
    Financial Information

    Net sales                                 $ 621.5   $ 639.1  (3%)

    Operating income                          $ 108.9   $ 126.0  (14%)

    % Net sales                               17.5%     19.7%






Constellation Brands, Inc. and Subsidiaries

RECONCILIATION OF REPORTED, ORGANIC AND CONSTANT CURRENCY NET SALES

(in millions)



As the company sold certain spirits value brands and contract production
services on March 24, 2009, and sold its U.K. cider business on January 15,
2010, organic net sales for the three months ended May 31, 2009, are defined
by the company as reported net sales less net sales of certain spirits value
brands and contract production services and/or net sales of cider. 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.



                                                                    Constant

                                Three Months Ended                  Currency

                                May 31,  May 31,   Percent Currency Percent

                                2010     2009      Change  Impact   Change (1)

Consolidated Net Sales



    Wine                        $ 729.3  $ 731.5   -       5%       (5%)

    Spirits                     58.2     60.1      (3%)    -        (3%)

    Consolidated reported net
    sales                       787.5    791.6     (1%)    4%       (5%)

    Less: Spirits net sales (2) -        (14.8)

    Less: Cider net sales (3)   -        (27.7)

    Consolidated organic net
    sales                       $ 787.5  $ 749.1   5%      5%       -



Consolidated Wine Net Sales

    Wine                        $ 729.3  $ 731.5   -       5%       (5%)

    Less: Cider net sales (3)   -        (27.7)

    Consolidated wine organic
    net sales                   $ 729.3  $ 703.8   4%      5%       (1%)



Constellation Wines North
America Net Sales



    Wine reported net sales     $ 531.7  $ 524.2   1%      3%       (2%)



    Spirits reported net sales  $ 58.2   $ 60.1    (3%)    -        (3%)

    Less: Spirits net sales (2) -        (14.8)

    Spirits organic net sales   $ 58.2   $ 45.3    28%     -        28%



Constellation Wines Australia
and Europe Net Sales



    Wine reported net sales     $ 197.6  $ 207.3   (5%)    8%       (13%)

    Less: Cider net sales (2)   -        (27.7)

    Wine organic net sales      $ 197.6  $ 179.6   10%     9%       1%



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



    For the period March 1, 2009, through March 24, 2009, included in the
(2) three months ended May 31, 2009.



    For the period March 1, 2009, through May 31, 2009, included in the three
(3) months ended May 31, 2009.







Constellation Brands, Inc. and Subsidiaries

RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES(1)

(in millions, except per share data)




               Three Months Ended May 31, 2010                    Three Months Ended May 31, 2009



                                                                                                                     Percent
                                                                                                                     Change -  Percent
                                                                                                                               Change -
               Reported           Strategic           Comparable                     Strategic           Comparable  Reported  Comparable
                                  Business                        Reported           Business
               Basis    Inventory Realignment Other   Basis       Basis    Inventory Realignment         Basis       Basis     Basis
               (GAAP)   Step-up   (2)         (3)     (Non-GAAP)  (GAAP)   Step-up   (2)         Other   (Non-GAAP)  (GAAP)    (Non-GAAP)

Net Sales      $ 787.5                                $ 787.5     $ 791.6                                $ 791.6     (1%)      (1%)

Cost of
product sold   (517.5)  1.0       1.0                 (515.5)     (522.9)  2.7       4.8                 (515.4)     (1%)      -

Gross Profit   270.0    1.0       1.0         -       272.0       268.7    2.7       4.8         -       276.2       -         (2%)

Selling,
general and
administrative
expenses
("SG&A")       (168.8)                                (168.8)     (165.1)            13.8                (151.3)     2%        12%

Restructuring
charges        (4.9)              4.9                 -           (18.9)             18.9                -           (74%)     N/A

Operating
Income         96.3     1.0       5.9         -       103.2       84.7     2.7       37.5        -       124.9       14%       (17%)

Equity in
earnings of
equity method
investees      54.5                           0.5     55.0        62.8                                   62.8        (13%)     (12%)

EBIT                                                  158.2                                              187.7       N/A       (16%)

Interest
expense, net   (48.5)                                 (48.5)      (68.4)                                 (68.4)      (29%)     (29%)

Income Before
Income Taxes   102.3    1.0       5.9         0.5     109.7       79.1     2.7       37.5        -       119.3       29%       (8%)

(Provision
for) benefit
from income
taxes          (53.2)   (0.4)     (1.3)       28.1    (26.8)      (72.6)   (1.1)     27.1        -       (46.6)      (27%)     (42%)

Net Income     $ 49.1   $ 0.6     $ 4.6       $ 28.6  $ 82.9      $ 6.5    $ 1.6     $ 64.6      $ -     $ 72.7      NM        14%

Diluted
Earnings Per
Common Share   $ 0.22   $ -       $ 0.02      $ 0.13  $ 0.38      $ 0.03   $ 0.01    $ 0.29      $ -     $ 0.33      NM        15%

Weighted
Average Common
Shares
Outstanding -
Diluted        218.856  218.856   218.856     218.856 218.856     219.820  219.820   219.820     219.820 219.820



Gross Margin   34.3%                                  34.5%       33.9%                                  34.9%

SG&A as a
percent of net
sales          21.4%                                  21.4%       20.9%                                  19.1%

Operating
Margin         12.2%                                  13.1%       10.7%                                  15.8%

Effective Tax
Rate           52.0%                                  24.4%       NM                                     39.1%






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
    ended May 31, 2010, and May 31, 2009. 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 May 31, 2010, strategic business realignment
    items primarily include costs recognized by the company in connection with
    the Global Initiative of $5.5 million, net of a tax benefit of $1.2
    million. For the three months ended May 31, 2009, strategic business
    realignment items primarily include tax expense associated with the March
    2009 divestiture of the value spirits business of $37.5 million and costs
    recognized by the company in connection with the Global Initiative of $21.2
    million, net of a tax benefit of $9.5 million.



(3) For the three months ended May 31, 2010, other consists of a valuation
    allowance against deferred tax assets in the U.K. of $28.1 million.







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.
    (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)



                                                       Range for the Year
Diluted Earnings Per Share Guidance                    Ending February 28, 2011



Forecasted diluted earnings per share - reported basis
(GAAP)                                                 $ 1.33  $ 1.48

    Strategic business realignment (1)                 0.17    0.17

    Other (2)                                          0.13    0.13

Forecasted diluted earnings per share - comparable
basis (Non-GAAP)(3)                                    $ 1.63  $ 1.78



                                                               Actual for the
                                                               Year Ended
                                                               February 28,
                                                               2010



Diluted earnings per share - reported basis (GAAP)             $ 0.45

    Inventory step-up                                          0.02

    Strategic business realignment (1)                         0.50

    Other (2)                                                  0.71

Diluted earnings per share - comparable basis
(Non-GAAP)(3)                                                  $ 1.69





(1) Includes $0.12, $0.04 and $0.01 diluted earnings per share for the year
    ending February 28, 2011, associated with the Global Initiative; the
    Australian Initiative and the Fiscal 2008 Plan, respectively. Includes
    $0.23, $0.17, $0.10, $0.05, $ 0.01 and ($0.06) diluted earnings per share
    for the year ended 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; other previously announced restructuring plans; and a gain recognized
    by the company in connection with the sale of its U.K. cider business,
    respectively.(3)



(2) Includes $0.13 diluted earnings per share for the year ending February 28,
    2011, associated primarily with a valuation allowance against deferred tax
    assets in the U.K. Includes $0.44, $0.16 and $0.11 diluted earnings per
    share for the year ended February 28, 2010, associated with impairment of
    certain intangible assets; 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. (3)



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








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, 2011



Net cash provided by
operating activities
(GAAP)                     $ 460.0                    $ 530.0

 Purchases of property,
 plant and equipment       (110.0)                    (130.0)

Free cash flow (Non-GAAP)  $ 350.0                    $ 400.0



                           Actual for the Three       Actual for the Three
                           Months Ended May 31, 2010  Months Ended May 31, 2009



Net cash provided by (used
in) operating activities
(GAAP)                     $ 59.7                     $ (54.8)

 Purchases of property,
 plant and equipment       (25.6)                     (47.1)

Free cash flow (Non-GAAP)  $ 34.1                     $ (101.9)





SOURCE Constellation Brands, Inc.