Constellation Brands Reports Q2 Fiscal 2010 Results

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

    --  Achieves comparable basis diluted EPS of $0.54 and reported basis
        diluted EPS of $0.45
    --  Quarter benefits from U.S. distributor transition and tax timing
    --  Reaffirms full-year diluted EPS and free cash flow guidance
    --  Realigns and consolidates U.S. sales force and distributor network
    --  Continues to benefit from cost reduction efforts

    --  Decreases debt by more than $155 million during the quarter and by $270
        million year-to-date



    Second Quarter 2010 Financial Highlights*
    (in millions, except per share data)

                                      Comparable      Change  Reported  Change
                                      ----------      ------  --------  ------
    Consolidated net sales               $877            -8%     $877      -8%

    Organic constant currency net
     sales                               $877             4%        -       -

    Operating income                     $168            15%     $139      NM

    Operating margin                     19.1%      380 bps      15.8%     NM

    Equity in earnings of equity
     method investees**                   $73            -1%      $73       4%

    Earnings before interest and
     taxes (EBIT)                        $241             9%        -       -

    Net income                           $120            21%     $100      NM

    Diluted earnings per share          $0.54            20%    $0.45      NM

Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), the world's leading wine company, reported today its fiscal 2010 second quarter results. "Our performance in the second quarter demonstrates that we are on track to achieve our full-year goals," said Rob Sands, president and chief executive officer of Constellation Brands. "We are focused on driving organic growth, building must-have brands that return the greatest profits and creating efficiencies for long-term sustainable growth. Our initiative to consolidate distribution in the U.S. is nearly complete and we anticipate that this effort will be a major catalyst for future organic brand growth."

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

Chief Financial Officer Bob Ryder added, "We are pleased with the progress made in our global cost reduction efforts and the continuing drive to increase sustainable free cash flow and pay down debt. Our deleveraging efforts are progressing well as debt decreased by more than $155 million during the second quarter and more than $1 billion since the beginning of fiscal 2009."



    Second Quarter 2010 Net Sales Highlights*
    (in millions)

                                Reported                    Organic
                       --------------------------     -----------------------
                                         Constant                    Constant
                         Net             Currency       Net          Currency
                       Sales     Change    Change     Sales  Change    Change
                       -----     ------    ------     -----  ------    ------
    Consolidated        $877         -8%       -3%     $877      -2%        4%
    Branded Wine        $752         -4%        2%     $752      -4%        2%
    Spirits              $65        -41%      -41%      $65      49%       49%
    Other                $60         -9%        5%      $60      -9%        5%
    -----                ---         --         -       ---      --         -

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

** Hereafter referred to as "equity earnings."

NM=Not meaningful

Net Sales Commentary

Reported consolidated net sales decreased eight percent due primarily to the impact of the value spirits divestiture and year-over-year currency exchange rate fluctuations. Organic net sales increased four percent on a constant currency basis.

Branded wine organic net sales on a constant currency basis increased two percent overall, three percent in North America, five percent in Australia/New Zealand and decreased five percent in Europe.

"During the second quarter, we worked closely with our U.S. distributors to minimize operational disruption during the transition period. As planned, we shipped additional inventories to newly appointed distributors to ensure adequate service levels with retailers. As a result, we experienced a second quarter sales benefit which we anticipate will reverse in the balance of the year," said Sands. "As the transition activities are proceeding well, we believe we are now in a good position to execute for the key holiday season."

Total spirits organic net sales increased 49 percent for the quarter, primarily led by SVEDKA Vodka. "We are extremely pleased at the continued success of the SVEDKA brand which is performing well at national chains, control states and on-premise," Sands said.

Operating Income, Net Income, Diluted EPS Commentary

Wines segment operating income increased $16 million versus the prior year second quarter. This increase is primarily due to U.S. shipment growth, savings from cost reduction efforts and the overlap of foreign currency losses from the prior year second quarter. These benefits were partially offset by the divestiture of the value spirits business and a decrease in operating income from the international business.

Constellation's equity earnings from its 50 percent interest in the Crown Imports joint venture totaled $72 million, a decrease of three percent from the prior year second quarter. For second quarter 2010, Crown Imports generated net sales of $693 million, a decrease of five percent, and operating income of $145 million, a decrease of three percent.

"While sales remain challenging in the on-premise and convenience store channels, we continue to focus on optimizing promotional activity through targeted marketing and programming. In addition, we are introducing new packaging options and increasing media exposure," said Sands. "This month, Crown will launch 24 oz. cans of Corona Extra and Corona Light into the convenience channel. The company has also increased its national media buys for Corona Extra and Corona Light during National Football League games and Major League baseball playoffs."

For second quarter 2010, pre-tax restructuring charges, acquisition-related integration costs and unusual items totaled $29 million compared to $129 million for the prior year second quarter.

Interest expense totaled $67 million, a decrease of 17 percent. The decrease was primarily due to lower average borrowings during the quarter.

The effective tax rate in the second quarter was 31 percent which reflects the completion of various income tax examinations during second quarter 2010. The company continues to anticipate a full-year comparable tax rate of 38 percent.

Summary

"The macroeconomic environment remains challenging but we are beginning to see some signs of stabilization," said Sands. "Powered by a strong portfolio of brands which includes Robert Mondavi, Ravenswood, Blackstone, Kim Crawford and SVEDKA, we believe we have the right strategies in place to organically grow the business. We intend to continue to reduce borrowings, improve free cash flow and optimize return on invested capital. Our expectations for the full year remain unchanged."

Outlook

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



                         Constellation Brands Fiscal 2010
                        Diluted Earnings Per Share Outlook

                           Reported Basis             Comparable Basis
                           --------------             ----------------
                         FY10          FY09          FY10          FY09
                       Estimate       Actual       Estimate       Actual
                       --------       ------       --------       ------
    Fiscal Year
     Ending Feb. 28  $0.97 - $1.07    ($1.40)    $1.60 - $1.70     $1.60
    ---------------- -------------    ------     -------------     -----

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

    --  Interest expense: approximately $260 - $270 million
    --  Tax rate: approximately 53 percent on a reported basis, as compared to
        38 percent on a comparable basis, primarily due to a provision of 9
        percentage points associated with the March 2009 sale of the value
        spirits business and 5 percentage points related to international
        restructuring activities which have minimal tax benefits
    --  Weighted average diluted shares outstanding: approximately 222 million

    --  Free cash flow: $230 - $270 million

Conference Call

A conference call to discuss second quarter 2010 results and outlook will be hosted by President and Chief Executive Officer Rob Sands and Executive Vice President and Chief Financial Officer Bob Ryder on Thursday, Oct. 1, 2009 at 10:30 a.m. (eastern). The conference call can be accessed by dialing +973-935-8505 beginning 10 minutes prior to the start of the call. A live listen-only webcast of the conference call, together with a copy of this news release (including the attachments) and other financial information that may be discussed in the call will be available on the Internet at Constellation's Web site: www.cbrands.com under "Investors," prior to the call.

Explanations

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

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

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

About Constellation Brands

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

Constellation Brands (NYSE: STZ and STZ.B; ASX: CBR) is an S&P 500 Index and Fortune 1000® company with more than 100 total brands in our portfolio, sales in about 150 countries and operations in approximately 50 facilities. The company believes that industry leadership involves a commitment to our brands, to the trade, to the land, to investors and to different people around the world who turn to our products when celebrating big moments or enjoying quiet ones. We express this commitment through our vision: to elevate life with every glass raised. To learn more about Constellation Brands and its product portfolio visit the company's web site at 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 Nov. 23, 2009, the public can continue to rely on the Projections as still being Constellation's current expectations on the matters covered, unless Constellation publishes a notice stating otherwise. During Constellation's "quiet period," the Projections should not be considered to constitute the company's expectations and should be considered historical, speaking as of prior to the quiet period only and not subject to update by the company.

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

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

    --  realization of expected synergies from acquired businesses;
    --  completion of various portfolio actions; implementation of consolidation
        activities and actual U.S. distributor transition experience;
    --  achievement of all expected cost savings from the company's various
        restructuring plans, realization of expected asset sale proceeds from
        the sale of inventory and other assets, and receipt of all consideration
        from the divestiture of the value spirits business;
    --  accuracy of the bases for forecasts relating to joint ventures and
        associated costs and capital investment requirements;
    --  restructuring charges, acquisition-related integration costs and other
        one-time costs associated with integration and restructuring plans may
        vary materially from management's current estimates due to variations in
        one or more of anticipated headcount reductions, contract terminations,
        costs or timing of plan implementation;
    --  raw material supply, production or shipment difficulties could adversely
        affect the company's ability to supply its customers;
    --  increased competitive activities in the form of pricing, advertising and
        promotions could adversely impact consumer demand for the company's
        products and/or result in lower than expected sales or higher than
        expected expenses;
    --  general economic, geo-political and regulatory conditions, prolonged
        downturn in the economic markets in the U.S. and in the company's major
        markets outside of the U.S., continuing instability in world financial
        markets, or unanticipated environmental liabilities and costs;
    --  changes to accounting rules and tax laws, and other factors which could
        impact the company's reported financial position or effective tax rate;
    --  changes in interest rates and the inherent unpredictability of currency
        fluctuations, commodity prices and raw material costs; and

    --  other factors and uncertainties disclosed in the company's filings with
        the Securities and Exchange Commission, including its Annual Report on
        Form 10-K for the fiscal year ended Feb. 28, 2009,  which could cause
        actual future performance to differ from current expectations.



    Constellation Brands, Inc. and Subsidiaries
    CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   August 31,  February 28,
                                                     2009         2009
                                                  -----------  ------------
     Assets

       Current Assets:
         Cash and cash investments                      $19.7       $13.1
         Accounts receivable, net                       787.3       524.6
         Inventories                                  1,824.0     1,828.7
         Prepaid expenses and other                     187.6       168.1
                                                        -----       -----

           Total current assets                       2,818.6     2,534.5

       Property, plant and equipment, net             1,622.5     1,547.5
       Goodwill                                       2,551.3     2,615.0
       Intangible assets, net                         1,025.3     1,000.6
       Other assets, net                                416.2       338.9
                                                        -----       -----

         Total assets                                $8,433.9    $8,036.5
                                                     ========    ========

     Liabilities and Stockholders' Equity

       Current Liabilities:
         Notes payable to banks                        $195.9      $227.3
         Current maturities of long-term debt           277.4       235.2
         Accounts payable                               298.5       288.7
         Accrued excise taxes                            81.6        57.6
         Other accrued expenses and liabilities         575.4       517.6
                                                        -----       -----

           Total current liabilities                  1,428.8     1,326.4

       Long-term debt, less current maturities        3,690.8     3,971.1
       Deferred income taxes                            527.7       543.6
       Other liabilities                                271.3       287.1
                                                        -----       -----

         Total liabilities                            5,918.6     6,128.2

         Total stockholders' equity                   2,515.3     1,908.3
                                                      -------     -------

         Total liabilities and stockholders'
          equity                                     $8,433.9    $8,036.5
                                                     ========    ========



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

                            Three Months Ended         Six Months Ended
                           --------------------       ------------------
                          August 31,   August 31,   August 31,   August 31,
                            2009         2008         2009         2008
                         -----------  -----------  -----------  -----------

     Sales                  $1,090.7     $1,239.2     $2,094.5     $2,451.2
     Excise taxes             (213.9)      (282.7)      (426.1)      (562.9)
                              ------       ------       ------       ------
       Net sales               876.8        956.5      1,668.4      1,888.3

     Cost of product
      sold                    (567.2)      (650.7)    (1,090.1)    (1,253.5)
                              ------       ------     --------     --------
       Gross profit            309.6        305.8        578.3        634.8

     Selling, general
      and administrative
      expenses                (167.8)      (225.2)      (334.4)      (458.7)
     Impairment of
      intangible assets            -        (21.8)           -        (21.8)
     Restructuring
      charges                   (3.2)       (35.5)       (22.1)       (36.0)
     Acquisition-related
      integration costs            -         (1.8)        (0.1)        (6.1)
                                   -         ----         ----         ----
       Operating income        138.6         21.5        221.7        112.2

     Equity in earnings
      of equity method
      investees                 73.2         70.1        136.0        142.2
     Interest expense, net     (66.6)       (80.7)      (133.4)      (167.3)
                               -----        -----       ------       ------
       Income before
        income taxes           145.2         10.9        224.3         87.1

     Provision for
      income taxes             (45.5)       (33.6)      (118.1)       (65.2)
                               -----        -----       ------        -----
       Net income              $99.7       $(22.7)      $106.2        $21.9
                               =====       ======       ======        =====



     Earnings Per Common Share:
       Basic - Class A
        Common Stock           $0.46       $(0.11)       $0.49        $0.10
       Basic - Class B
        Common Stock           $0.42       $(0.10)       $0.44        $0.09

       Diluted - Class A
        Common Stock           $0.45       $(0.11)       $0.48        $0.10
       Diluted - Class B
        Common Stock           $0.41       $(0.10)       $0.44        $0.09

     Weighted Average Common
      Shares Outstanding:
       Basic - Class A
        Common Stock         195.910      193.733      195.571      193.262
       Basic - Class B
        Common Stock          23.736       23.754       23.740       23.762

       Diluted - Class A
        Common Stock         220.714      193.733      220.274      219.828
       Diluted - Class B
        Common Stock          23.736       23.754       23.740       23.762



    Constellation Brands, Inc. and Subsidiaries
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    (in millions)
                                                         Six Months Ended
                                                        ------------------
                                                      August 31,   August 31,
                                                        2009         2008
                                                     -----------  -----------
     Cash Flows From Operating Activities
       Net income                                         $106.2        $21.9
       Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation of property, plant and
            equipment                                       77.1         79.3
           Stock-based compensation expense                 25.4         22.3
           Amortization of intangible and other assets       6.0          5.9
           Loss on business sold                             0.8         15.8
           Deferred tax provision                          (28.7)        11.8
           Equity in earnings of equity method
            investees, net of distributed earnings         (12.3)         3.1
           (Gain) loss on disposal or impairment of
            long-lived assets, net                          (1.4)        28.6
           Write-down of inventory associated with
            the Australian Initiative                          -         47.6
           Impairment of intangible assets                     -         21.8
           Change in operating assets and liabilities,
            net of effects from purchases and sales of
            businesses:
               Accounts receivable, net                   (204.5)       (76.0)
               Inventories                                  91.3        (28.3)
               Prepaid expenses and other current assets     1.0          9.7
               Accounts payable                            (11.5)        10.2
               Accrued excise taxes                         17.6          9.5
               Other accrued expenses and liabilities        8.8        (65.5)
           Other, net                                       21.6         59.1
                                                            ----         ----
                 Total adjustments                          (8.8)       154.9
                                                            ----        -----
                 Net cash provided by operating
                  activities                                97.4        176.8
                                                            ----        -----

     Cash Flows From Investing Activities
       Proceeds from sale of business                      276.4        204.2
       Proceeds from sales of assets                        14.5         16.0
       Purchases of property, plant and equipment          (65.1)       (52.0)
       Investment in equity method investee                 (0.5)        (0.6)
       Purchase of business, net of cash acquired              -          0.6
       Other investing activities                            1.2         11.3
                                                             ---         ----
                 Net cash provided by investing
                  activities                               226.5        179.5
                                                           -----        -----

     Cash Flows From Financing Activities
       Principal payments of long-term debt               (271.4)       (99.5)
       Net repayment of notes payable                      (60.2)      (281.0)
       Exercise of employee stock options                    9.0         19.2
       Proceeds from employee stock purchases                2.3          2.9
       Excess tax benefits from stock-based payment
        awards                                               2.2          6.4
                                                             ---          ---
                 Net cash used in financing activities    (318.1)      (352.0)
                                                          ------       ------

     Effect of exchange rate changes on cash and
      cash investments                                       0.8          0.1
                                                             ---          ---

     Net increase in cash and cash equivalents               6.6          4.4
     Cash and cash investments, beginning of period         13.1         20.5
                                                            ----         ----
     Cash and cash investments, end of period              $19.7        $24.9
                                                           =====        =====



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

                                         Three Months Ended
                                       ----------------------
                                        August 31,    August 31,     Percent
                                         2009           2008         Change
                                      ------------  ------------

    Segment Net Sales and Operating Income
      Constellation Wines (1)
          Branded wine net sales           $752.4       $782.1          (4%)
          Spirits net sales                  64.9        109.1         (41%)
          Other net sales                    59.5         65.3          (9%)
                                             ----         ----
            Segment net sales              $876.8       $956.5          (8%)
            Operating income               $187.9       $172.3           9%
            % Net sales                      21.4%        18.0%
            Equity in earnings of
             equity method
             investees                       $1.0        $(0.2)         NM

        Crown Imports
            Segment net sales              $693.0       $732.1          (5%)
            Operating income               $144.7       $148.8          (3%)
            % Net sales                      20.9%        20.3%

        Consolidation and Eliminations
            Segment net sales             $(693.0)     $(732.1)         (5%)
            Operating income              $(144.7)     $(148.8)         (3%)
            Equity in earnings of
             Crown Imports                  $72.2        $74.4          (3%)

        Corporate Operations and Other
            Consolidated net sales         $876.8       $956.5          (8%)
            Operating income               $(20.4)      $(26.2)        (22%)
            % Net sales                       2.3%         2.7%



                                          Six Months Ended
                                        --------------------
                                        August 31,    August 31,     Percent
                                         2009           2008         Change
                                      ------------  ------------

    Segment Net Sales and Operating Income
      Constellation Wines (1)
          Branded wine net sales         $1,440.3     $1,547.8          (7%)
          Spirits net sales                 125.0        214.7         (42%)
          Other net sales                   103.1        125.8         (18%)
                                            -----        -----
            Segment net sales            $1,668.4     $1,888.3         (12%)
            Operating income               $335.5       $327.6           2%
            % Net sales                      20.1%        17.3%
            Equity in earnings of
             equity method
             investees                       $0.9         $2.2         (59%)

        Crown Imports
            Segment net sales            $1,328.8     $1,404.6          (5%)
            Operating income               $270.7       $287.4          (6%)
            % Net sales                      20.4%        20.5%

        Consolidation and Eliminations
            Segment net sales           $(1,328.8)   $(1,404.6)         (5%)
            Operating income              $(270.7)     $(287.4)         (6%)
            Equity in earnings of
             Crown Imports                 $135.1       $144.1          (6%)

        Corporate Operations and Other
            Consolidated net sales       $1,668.4     $1,888.3         (12%)
            Operating income               $(44.7)      $(50.2)        (11%)
            % Net sales                       2.7%         2.7%


     NM = Not Meaningful

    (1)  In connection with the Company's divestiture of its value spirits
         business and the integration of the retained spirits brands into the
         Constellation Wines business, the Company changed its internal
         management financial reporting on May 1, 2009.  The Company now
         reports its operating results in three segments:  Constellation
         Wines, Crown Imports and Corporate Operations and Other.  Prior
         results have been restated to conform with the new segment
         presentation.



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

                             Three Months Ended                      Constant
                            --------------------                     Currency
                             August 31,  August 31, Percent Currency Percent
                                2009       2008     Change   Impact  Change(3)
                                ----       ----
    Geographic Net Sales (1)(2)
       North America           $622.7     $666.1     (7%)      (1%)    (5%)
         Branded wine          $543.2     $534.7      2%       (1%)     3%
         Spirits                $64.9     $109.1    (41%)       -     (41%)
         Other                  $14.6      $22.3    (35%)      (3%)   (32%)

       Europe                  $164.0     $191.1    (14%)     (16%)     2%
         Branded wine          $122.5     $153.1    (20%)     (15%)    (5%)
         Other                  $41.5      $38.0      9%      (20%)    29%

       Australia/New
        Zealand                 $90.1      $99.3     (9%)     (13%)     4%
         Branded wine           $86.7      $94.3     (8%)     (13%)     5%
         Other                   $3.4       $5.0    (32%)     (10%)   (22%)



                                                                      Organic
                             Three Months Ended                       Constant
                            --------------------                     Currency
                           August 31,  August 31,  Percent  Currency  Percent
                              2009        2008      Change   Impact  Change(3)
                              ----        ----
    Branded Wine Geographic
     Net Sales (1)(2)
       North America          $543.2     $534.7       2%       (1%)      3%
       Europe                  122.5      153.1     (20%)     (15%)     (5%)
       Australia/New
        Zealand                 86.7       94.3      (8%)     (13%)      5%
                                ----       ----
        Consolidated
         branded wine
         net sales            $752.4     $782.1      (4%)      (5%)      2%
                              ======     ======


                              Six Months Ended                      Constant
                             ------------------                     Currency
                           August 31,  August 31, Percent Currency  Percent
                              2009        2008    Change   Impact   Change(3)
                              ----         ----
    Geographic Net Sales (1)(2)
       North America         $1,194.9   $1,318.6    (9%)     (2%)      (7%)
         Branded wine        $1,043.6   $1,065.4    (2%)     (2%)       -
         Spirits               $125.0     $214.7   (42%)      -       (42%)
         Wholesale and
          other                 $26.3      $38.5   (32%)     (5%)     (26%)

       Europe                  $308.5     $373.2   (17%)    (21%)       4%
         Branded wine          $235.6     $296.1   (20%)    (21%)       -
         Wholesale and
          other                 $72.9      $77.1    (5%)    (24%)      18%

       Australia/New
        Zealand                $165.0     $196.5   (16%)    (19%)       3%
         Branded wine          $161.1     $186.3   (14%)    (19%)       6%
         Wholesale and
          other                  $3.9      $10.2   (62%)     (6%)     (56%)


                                                                     Organic
                       Six Months Ended                              Constant
                       ------------------           Divest-          Currency
                     August 31,  August 31, Percent iture   Currency Percent
                       2009        2008     Change Impact(4) Impact  Change(3)
                       ----        ----
    Branded Wine
     Geographic
     Net Sales (1)(2)
       North America  $1,043.6   $1,065.4     (2%)    (1%)     (2%)     1%
       Europe            235.6      296.1    (20%)     -      (21%)     -
       Australia/New
        Zealand          161.1      186.3    (14%)     -      (19%)     6%
                         -----      -----
        Consolidated
         branded wine
         net sales    $1,440.3   $1,547.8     (7%)    (1%)     (8%)     1%
                      ========   ========

    (1)  Refer to discussion under "Reconciliation of Reported, Organic and
         Constant Currency Net Sales" on following page for definition of
         constant currency net sales and organic constant currency net sales
         and reasons for use.

    (2)  Net sales are attributed to countries based on the location of the
         selling company.

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

    (4)  Divestiture impact includes the removal of branded wine net sales
         associated with the Pacific Northwest brands for the period March 1,
         2008, through May 31, 2008, included in the six months ended
         August 31, 2008.



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

    As the company sold certain Pacific Northwest wine brands on June 5, 2008;
    exited certain spirits production contracts in connection with the sale of
    a Canadian distilling facility on August 31, 2008; and sold certain value
    spirits brands on March 24, 2009, organic net sales for the respective
    periods are defined by the company as reported net sales less net sales of
    Pacific Northwest wine brands and/or net sales of certain spirits contract
    production services and/or value brands, as appropriate.  Organic net
    sales and percentage increase (decrease) in constant currency net sales
    (which excludes the impact of year over year currency exchange rate
    fluctuations) are provided because management uses this information in
    monitoring and evaluating the underlying business trends of the continuing
    operations of the company.  In addition, the company believes this
    information provides investors better insight on underlying business
    trends and results in order to evaluate year over year financial
    performance.

                              Three Months Ended                     Constant
                            ----------------------                   Currency
                          August 31,  August 31,  Percent  Currency  Percent
                             2009        2008     Change    Impact   Change(1)
                             ----        ----
    Consolidated Net
     Sales
      Branded wine         $752.4      $782.1      (4%)      (5%)       2%
      Spirits                64.9       109.1     (41%)       -       (41%)
      Other                  59.5        65.3      (9%)     (13%)       5%
                             ----        ----
        Consolidated
         reported net
         sales              876.8       956.5      (8%)      (5%)      (3%)
      Less:  Pacific
       Northwest
       branded wine net
       sales (2)                -           -
      Less:  Spirits
       net sales (3)            -       (65.4)
                                -       -----
        Consolidated
         organic net
         sales             $876.8      $891.1      (2%)      (6%)       4%
                           ======      ======


    Branded Wine Net
     Sales
      Branded wine
       reported net
       sales               $752.4      $782.1      (4%)      (5%)       2%
      Less:  Pacific
       Northwest
       branded wine net
       sales (2)                -           -
                                -           -
        Branded wine
         organic net
         sales             $752.4      $782.1      (4%)      (5%)       2%
                           ======      ======


    Spirits Net Sales
      Spirits reported
       net sales            $64.9      $109.1     (41%)       -       (41%)
      Less:  Spirits
       net sales (3)            -       (65.4)
                                -       -----
        Spirits
         organic net
         sales              $64.9       $43.7      49%        -        49%
                            =====       =====



                               Six Months Ended                      Constant
                             --------------------                    Currency
                          August 31,  August 31,  Percent  Currency  Percent
                             2009        2008     Change    Impact   Change(1)
                             ----        ----
    Consolidated Net
     Sales
      Branded wine         $1,440.3    $1,547.8     (7%)      (8%)      1%
      Spirits                 125.0       214.7    (42%)       -      (42%)
      Other                   103.1       125.8    (18%)     (17%)     (1%)
                              -----       -----
        Consolidated
         reported net
         sales              1,668.4     1,888.3    (12%)      (7%)     (4%)
      Less:  Pacific
       Northwest
       branded wine net
       sales (2)                  -        (7.9)
      Less:  Spirits
       net sales (3)              -      (118.0)
                                  -      ------
        Consolidated
         organic net
         sales             $1,668.4    $1,762.4     (5%)      (8%)     3%
                           ========    ========


    Branded Wine Net
     Sales
      Branded wine
       reported net
       sales               $1,440.3    $1,547.8     (7%)      (8%)      1%
      Less:  Pacific
       Northwest
       branded wine net
       sales (2)                  -        (7.9)
                                  -        ----
        Branded wine
         organic net
         sales             $1,440.3    $1,539.9     (6%)      (8%)      1%
                           ========    ========


    Spirits Net Sales
      Spirits reported
       net sales             $125.0      $214.7    (42%)       -      (42%)
      Less:  Spirits
       net sales (3)              -      (118.0)
                                  -      ------
        Spirits
         organic net
         sales               $125.0       $96.7     29%        -       29%
                             ======       =====


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

    (2)  For the period March 1, 2008, through May 31, 2008, included in the
         six months ended August 31, 2008.

    (3)  Includes certain spirits contract production services net sales
         and certain spirits value brands net sales for the period June 1,
         2008, through August 31, 2008, included in the three months ended
         August 31, 2008.  Includes certain spirits contract production
         services net sales for the period March 1, 2008, through August 31,
         2008, and certain spirits value brands net sales for the period March
         25, 2008, through August 31, 2008, included in the six months ended
         August 31, 2008.



    Constellation Brands, Inc. and Subsidiaries
    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
    (in millions, except per share data)

                                  Three Months Ended August 31, 2009

                                              Strategic
                         Reported              Business            Comparable
                          Basis    Inventory  Realignment            Basis
                         (GAAP)     Step-up      (2)        Other  (Non-GAAP)
                        ---------  ---------  ------------  -----  ----------
      Net Sales          $876.8                                        $876.8
        Cost of product
         sold            (567.2)       2.5       13.0                  (551.7)
                         ------        ---       ----         -        ------
      Gross Profit        309.6        2.5       13.0         -         325.1
        Selling, general
         and
         administrative
         expenses
         ("SG&A")        (167.8)                 10.2                  (157.6)
        Impairment of
         intangible
         assets               -                     -                       -
        Restructuring
         charges           (3.2)                  3.2                       -
        Acquisition-
         related
         integration
         costs                -                     -                       -
                              -        ---          -         -             -
      Operating
       Income             138.6        2.5       26.4         -         167.5
        Equity in
         earnings of
         equity method
         investees         73.2                                          73.2
                                                                         ----
      EBIT                                                              240.7
        Interest
         expense, net
                          (66.6)                                        (66.6)
                          -----        ---       ----         -         -----
      Income Before
       Income Taxes       145.2        2.5       26.4         -         174.1
        (Provision for)
         benefit from
         income taxes
                          (45.5)      (0.9)      (7.7)        -         (54.1)
                          -----       ----       ----         -         -----
      Net Income          $99.7       $1.6      $18.7        $-        $120.0
                          =====       ====      =====        ==        ======
     Diluted Earnings
      Per Common Share    $0.45                                         $0.54
                          =====                                         =====
     Weighted Average
      Common Shares
      Outstanding -
      Diluted(4)        220.714                                       220.714
                        =======                                       =======

      Gross Margin         35.3%                                        37.1%
      SG&A as a percent
       of net sales        19.1%                                        18.0%
      Operating
       Margin              15.8%                                        19.1%
      Effective Tax
       Rate                31.3%                                        31.1%
                           ----                                         ----



                                  Three Months Ended August 31, 2008

                                              Strategic
                        Reported              Business              Comparable
                         Basis    Inventory  Realignment              Basis
                         (GAAP)    Step-up       (2)      Other(3)  (Non-GAAP)
                        --------  ---------  -----------  --------  ----------
      Net Sales          $956.5                                        $956.5
        Cost of product
         sold            (650.7)     4.3          49.9         -       (596.5)
                         ------      ---          ----         -       ------
      Gross Profit        305.8      4.3          49.9         -        360.0
        Selling, general
         and
         administrative
         expenses
         ("SG&A")        (225.2)                  11.3                 (213.9)
        Impairment of
         intangible
         assets           (21.8)                  21.8                      -
        Restructuring
         charges          (35.5)                  35.5                      -
        Acquisition-
         related
         integration
         costs            (1.8)                   1.8                       -
                          ----       ---          ---          -            -
      Operating
       Income              21.5      4.3         120.3         -        146.1
        Equity in
         earnings of
         equity method
         investees         70.1                              4.1         74.2
                                                                         ----
      EBIT                                                              220.3
        Interest
         expense, net
                          (80.7)                                        (80.7)
                          -----      ---         -----       ---        -----
      Income Before
       Income Taxes        10.9      4.3         120.3       4.1        139.6
        (Provision for)
         benefit from
         income taxes
                          (33.6)    (1.6)         (5.4)        -        (40.6)
                          -----     ----          ----         -        -----
      Net Income         $(22.7)    $2.7        $114.9      $4.1        $99.0
                         ======     ====        ======      ====        =====
     Diluted Earnings
      Per Common Share   $(0.11)                                        $0.45
                         ======                                         =====
     Weighted Average
      Common Shares
      Outstanding -
      Diluted(4)        193.733                                       220.353
                        =======                                       =======

      Gross Margin         32.0%                                         37.6%
      SG&A as a percent
       of net sales        23.5%                                         22.4%
      Operating
       Margin               2.2%                                         15.3%
      Effective Tax
       Rate               308.3%                                         29.1%
                          -----                                          ----



                              Percent        Percent
                               Change -      Change -
                              Reported      Comparable
                               Basis          Basis
                              (GAAP)        (Non-GAAP)
                              ------        ----------
      Net Sales                  (8%)            (8%)
        Cost of product
         sold                   (13%)            (8%)
      Gross Profit                1%            (10%)
        Selling, general
         and
         administrative
         expenses
         ("SG&A")               (25%)           (26%)
        Impairment of
         intangible
         assets                  NM             N/A
        Restructuring
         charges                 NM             N/A
        Acquisition-
         related
         integration
         costs                   NM             N/A
      Operating
       Income                    NM              15%
        Equity in
         earnings of
         equity method
         investees                4%             (1%)
      EBIT                      N/A               9%
        Interest
         expense, net
                                (17%)           (17%)
      Income Before
       Income Taxes              NM              25%
        (Provision for)
         benefit from
         income taxes
                                 35%             33%
      Net Income                 NM              21%
     Diluted Earnings
      Per Common Share           NM              20%
     Weighted Average
      Common Shares
      Outstanding -
      Diluted(4)

      Gross Margin
      SG&A as a percent
       of net sales
      Operating
       Margin
      Effective Tax
       Rate



    Constellation Brands, Inc. and Subsidiaries
    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (1)
    (in millions, except per share data)

                                   Six Months Ended August 31, 2009

                                              Strategic
                        Reported              Business           Comparable
                         Basis    Inventory  Realignment           Basis
                        (GAAP)     Step-up       (5)      Other  (Non-GAAP)
                        --------  ---------  -----------  -----  ----------
      Net Sales         $1,668.4                                    $1,668.4
        Cost of product
         sold           (1,090.1)     5.2        17.8               (1,067.1)
                        --------      ---        ----        -      --------
      Gross Profit         578.3      5.2        17.8        -         601.3
        Selling, general
         and
         administrative
         expenses
         ("SG&A")         (334.4)                23.9                 (310.5)
        Impairment of
         intangible
         assets                -                                           -
        Restructuring
         charges           (22.1)                22.1                      -
        Acquisition-
         related
         integration
         costs              (0.1)                 0.1                      -
                            ----      ---         ---          -           -
      Operating
       Income              221.7      5.2        63.9          -       290.8
        Equity in
         earnings of
         equity method
         investees         136.0                                       136.0
                                                                       -----
      EBIT                                                             426.8
        Interest
         expense, net
                          (133.4)                                     (133.4)
                          ------      ---        ----          -      ------
      Income Before
       Income Taxes        224.3      5.2        63.9          -       293.4
        (Provision for)
         benefit from
         income taxes
                          (118.1)    (2.0)       19.4          -      (100.7)
                          ------     ----        ----          -      ------
      Net Income          $106.2     $3.2       $83.3         $-      $192.7
                          ======     ====       =====         ==      ======
     Diluted Earnings
      Per Common Share     $0.48    $0.01       $0.38         $-       $0.87
                           =====    =====       =====         ==       =====
     Weighted Average
      Common Shares
      Outstanding -
      Diluted            220.274  220.274     220.274    220.274     220.274
                         =======  =======     =======    =======     =======

      Gross Margin          34.7%                                       36.0%
      SG&A as a percent
       of net sales         20.0%                                       18.6%
      Operating
       Margin               13.3%                                       17.4%
      Effective Tax
       Rate                 52.7%                                       34.3%
                            ----                                        ----



                                    Six Months Ended August 31, 2008

                                             Strategic
                        Reported              Business              Comparable
                         Basis    Inventory  Realignment              Basis
                        (GAAP)     Step-up       (5)      Other(6)  (Non-GAAP)
                        --------  ---------  -----------  --------  ----------
      Net Sales         $1,888.3                                    $1,888.3
        Cost of product
         sold           (1,253.5)    10.6       53.9       0.1      (1,188.9)
                        --------     ----       ----       ---      --------
      Gross Profit         634.8     10.6       53.9       0.1         699.4
        Selling, general
         and
         administrative
         expenses
         ("SG&A")         (458.7)               36.7                  (422.0)
        Impairment of
         intangible
         assets            (21.8)               21.8                       -
        Restructuring
         charges           (36.0)               36.0                       -
        Acquisition-
         related
         integration
         costs              (6.1)                6.1                       -
                            ----     ----        ---       ---             -
      Operating
       Income              112.2     10.6      154.5       0.1         277.4
        Equity in
         earnings of
         equity method
         investees         142.2                           4.1         146.3
                                                                       -----
      EBIT                                                             423.7
        Interest
         expense, net
                          (167.3)                                     (167.3)
                          ------     ----      -----       ---        ------
      Income Before
       Income Taxes         87.1     10.6      154.5       4.2         256.4
        (Provision for)
         benefit from
         income taxes
                           (65.2)    (4.0)     (14.6)        -         (83.8)
                           -----     ----      -----         -         -----
      Net Income           $21.9     $6.6     $139.9      $4.2        $172.6
                           =====     ====     ======      ====        ======
     Diluted Earnings
      Per Common Share     $0.10    $0.03      $0.64     $0.02         $0.79
                           =====    =====      =====     =====         =====
     Weighted Average
      Common Shares
      Outstanding -
      Diluted            219.828  219.828    219.828   219.828       219.828
                         =======  =======    =======   =======       =======

      Gross Margin          33.6%                                       37.0%
      SG&A as a percent
       of net sales         24.3%                                       22.3%
      Operating
       Margin                5.9%                                       14.7%
      Effective Tax
       Rate                 74.9%                                       32.7%
                            ----                                        ----



                              Percent       Percent
                              Change -      Change -
                             Reported      Comparable
                              Basis          Basis
                              (GAAP)       (Non-GAAP)
                              ------       ----------
      Net Sales                 (12%)           (12%)
        Cost of product
         sold                   (13%)           (10%)
      Gross Profit               (9%)           (14%)
        Selling, general
         and
         administrative
         expenses
         ("SG&A")               (27%)           (26%)
        Impairment of
         intangible
         assets                  NM             N/A
        Restructuring
         charges                (39%)           N/A
        Acquisition-
         related
         integration
         costs                   NM             N/A
      Operating
       Income                    NM               5%
        Equity in
         earnings of
         equity method
         investees               (4%)            (7%)
      EBIT                      N/A               1%
        Interest
         expense, net
                                (20%)           (20%)
      Income Before
       Income Taxes              NM              14%
        (Provision for)
         benefit from
         income taxes
                                 NM              20%
      Net Income                 NM              12%
     Diluted Earnings
      Per Common Share           NM              10%
     Weighted Average
      Common Shares
      Outstanding -
      Diluted

      Gross Margin
      SG&A as a percent
       of net sales
      Operating
       Margin
      Effective Tax
       Rate



    Constellation Brands, Inc. and Subsidiaries
    RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES (continued)
    NOTES

    (1)  The company reports its financial results in accordance with
         generally accepted accounting principles in the U.S. ("GAAP").
         However, non-GAAP financial measures, as defined in the
         reconciliation tables above, are provided because management uses
         this information in evaluating the results of the continuing
         operations of the company and/or internal goal setting.  In addition,
         the company believes this information provides investors better
         insight on underlying business trends and results in order to
         evaluate year over year financial performance.  See the tables above
         for supplemental financial data and corresponding reconciliations of
         these non-GAAP financial measures to GAAP financial measures for the
         three months and six months ended August 31, 2009, and August 31,
         2008.  Non-GAAP financial measures should be viewed in addition to,
         and not as an alternative for, the company's reported results
         prepared in accordance with GAAP.  Please refer to the company's Web
         site at http://www.cbrands.com/CBI/investors.htm for more detailed
         description and further discussion of these non-GAAP financial
         measures.

    (2)  For the three months ended August 31, 2009, strategic business
         realignment items primarily include costs recognized by the company
         in connection with the Global Initiative of $12.5 million, net of a
         tax benefit of $6.3 million, and the Fiscal 2007 Wine Plan of $4.7
         million, net of a tax benefit of $1.1 million.  For the three months
         ended August 31, 2008, strategic business realignment items consist
         primarily of costs recognized by the company in connection with its
         Australian Initiative of $104.0 million, net of a tax benefit of $0.6
         million, and the loss in connection with the sale of a nonstrategic
         Canadian distilling facility of $5.1 million, net of a tax benefit of
         $2.7 million.

    (3)  For the three months ended August 31, 2008,  other consists of $4.1
         million, net of a tax benefit of $0 million, associated with the
         impairment of an Australian equity method investment.

    (4)  In accordance with the antidilution provisions of Statement of
         Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
         No. 128"), the dilutive impact of potential common shares is excluded
         from the company's reported diluted weighted average common shares
         outstanding for the three months ended August 31, 2008.  As a result
         of the company having net income on a comparable basis, the dilutive
         impact of potential common shares is included in the company's
         comparable diluted weighted average common shares outstanding.

    (5)  For the six months ended August 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 $33.6 million, net of a tax benefit of $16.4 million.
         For the six months ended August 31, 2008, strategic business
         realignment items consist primarily of costs recognized by the
         company in connection with the Australian Initiative, of $104.0
         million, net of a tax benefit of $0.6 million, and the loss in
         connection with the disposal of the Pacific Northwest wine brands of
         $17.1 million, net of a tax benefit of $6.1 million.

    (6)  For the six months ended August 31, 2008,  other consists primarily
         of $4.1 million, net of a tax benefit of $0 million, associated with
         the impairment of an Australian equity method investment.

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

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

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

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



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



    Diluted Earnings Per Share                 Range for the Year
     Guidance                               Ending February 28, 2010
                                            ------------------------

    Forecasted diluted earnings per
     share - reported basis (GAAP)             $0.97           $1.07
      Inventory step-up                         0.03            0.03
      Strategic business realignment (1)        0.60            0.60
                                                ----            ----
    Forecasted diluted earnings per
     share - comparable basis (Non-
     GAAP) (2)                                 $1.60           $1.70
                                               =====           =====

                                                       Actual for the
                                                        Year Ended
                                                       February 28,
                                                           2009
                                                      ---------------

    Diluted earnings per share -
     reported basis (GAAP)                                    $(1.40)
      Inventory step-up                                         0.06
      Strategic business realignment (1)                        0.97
      Other (3)                                                 1.94
      Impact of anti-dilutive potential common
       shares (4)                                               0.03
                                                                ----
    Diluted earnings per share -
     comparable basis (Non-GAAP) (2)                           $1.60
                                                               =====


    (1)  Includes $0.34, $0.17, $0.06 and $0.03 diluted earnings per share
         for the year ending February 28, 2010, associated with the Global
         Initiative; tax expense associated with the March 2009 divestiture of
         the value spirits business; the Australian Initiative; and other
         previously announced restructuring plans, respectively.  Includes
         $0.63, $0.09, $0.08, $0.08, $0.05, $0.02 and $0.02 diluted earnings
         per share for the year ended February 28, 2009, associated with the
         Australian Initiative; a loss, primarily on assets held for sale, in
         connection with the March 2009 divestiture of the value spirits
         business; a loss in connection with the June 2008 divestiture of the
         Pacific Northwest wine brands; the Fiscal 2007 Wine Plan; the Fiscal
         2008 Plan; a loss in connection with the sale of a Canadian
         distilling facility; and other previously announced restructuring
         plans, respectively.(2)

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

    (3)  Includes $1.23, $0.38, $0.18 and $0.15 diluted earnings per share for
         the year ended February 28, 2009, associated with impairments of
         certain goodwill and intangible assets; impairments of certain equity
         method investments; the recognition of income tax expense in
         connection with the gain on settlement of certain foreign currency
         economic hedges; and a loss on the adjustment of certain inventory,
         primarily Australian, related to prior years; respectively. (2)

    (4)  In accordance with the antidilution provisions of SFAS No. 128, the
         dilutive impact of potential common shares is excluded from the
         company's reported diluted loss per share calculation for the year
         ended February 28, 2009.  As a result of the company having net
         income on a comparable basis for the year ended February 28, 2009,
         the dilutive impact of potential common shares is included in the
         company's comparable diluted earnings per share calculation.


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

                                                Range for the Year
                                            Ending February 28, 2010
                                            -------------------------

    Net cash provided by operating
     activities (GAAP)                        $380.0          $440.0
      Purchases of property, plant
       and equipment                          (150.0)         (170.0)
                                              ------          ------
    Free cash flow (Non-GAAP)                 $230.0          $270.0
                                              ======          ======

                                            Actual for      Actual for
                                              the Six         the Six
                                           Months Ended    Months Ended
                                            August 31,      August 31,
                                               2009            2008
                                         --------------  --------------

    Net cash provided by operating
     activities (GAAP)                         $97.4          $176.8
      Purchases of property, plant
       and equipment                           (65.1)          (52.0)
                                               -----           -----
    Free cash flow (Non-GAAP)                  $32.3          $124.8
                                               =====          ======

SOURCE Constellation Brands, Inc.