EXHIBIT 99.1
Published on November 14, 2007
Exhibit
99.1
[LOGO]
Constellation
NEWS
RELEASE
CONTACTS
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Media
Relations
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Investor
Relations
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Mike
Martin –
585-218-3669
Angie
Blackwell – 585-218-3842
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Patty
Yahn-Urlaub – 585-218-3838
Bob
Czudak –
585-218-3668
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Constellation
Brands’ Hardy Wine Company Conducts Strategic
Review,
Refines Operations; Company Updates Guidance
FAIRPORT,
N.Y., Nov. 12, 2007 –
Constellation Brands, Inc. (NYSE: STZ, ASX: CBR), a leading
international beverage alcohol producer and marketer, announced today that
Hardy
Wine Company, based near Adelaide, Australia, will be consolidating winemaking
and packaging currently taking place at its Buronga winery, to its Berri
Estates
winery, the largest in Australia. Both are located in the River
Murray inland regions of central Australia. The Hardy initiative is
part of Constellation’s ongoing effort to identify and capture greater
efficiency from its global wine production infrastructure.
The
Buronga winery will retain some grape
processing and its viticultural staff to support local grape
growers. Beginning with the 2008 harvest, winemaking will take place
at Berri Estates. In May 2008, packaging will move to Berri
Estates.
“Given
the ever-changing global marketplace, we
continuously review our operations around the world to ensure maximum asset
utilization and to better assure that we are well-positioned for ongoing
long-term growth and value creation,” stated Rob Sands, Constellation Brands
president and chief executive officer. “Similar to other
production-oriented businesses, we must periodically refine our global
production footprint and this is an example of our pro-active approach to
address marketplace macro trends. We always look for ways to improve
our operational efficiency and improve profitability.”
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The
company will explore international
production facility optimization opportunities in addition to those described
in
this news release. Also, as referenced in its news release announcing
the proposed acquisition of the Fortune Brands U.S. wine portfolio,
Constellation will determine the best way to effectively assimilate the brands
and facilities from that transaction. Details will be provided at the
appropriate time.
Financial
Details
The
company expects
this project to produce cost savings of more than $5 million annually by
the end
of fiscal 2009.
In
connection with the Hardy initiative, the company expects to incur one-time
cash
charges of approximately $16 million and one-time non-cash charges of
approximately $6 million, for a total of approximately $22 million in one-time
charges. The expected timing of the charges is as
follows:
$
in
millions
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FY08
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FY09
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FY10
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Total
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||||||||||||
Restructuring
charges:
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||||||||||||||||
Contract
termination costs
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$ |
8.5
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--
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--
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$ |
8.5
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||||||||||
Employee
termination costs
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2.1
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1.1
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--
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3.2
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||||||||||||
Other
restructuring costs
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0.1
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0.8
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2.7
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3.6
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||||||||||||
Total
restructuring charges
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10.7
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1.9
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2.7
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15.3
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||||||||||||
Other
one-time cash costs
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--
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1.1
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--
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1.1
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||||||||||||
Cash
costs
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10.7
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3.0
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2.7
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16.4
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||||||||||||
Accelerated
depreciation – non-cash costs
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3.5
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2.0
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--
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5.5
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||||||||||||
Total
one-time costs
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$ |
14.2
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$ |
5.0
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$ |
2.7
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$ |
21.9
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As
a result of these announced changes, the company is providing updated diluted
earnings per share outlook for fiscal 2008.
Outlook
The
table below sets forth management’s current
diluted earnings per share expectations for fiscal year 2008 on a reported
basis
and a comparable basis.
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Constellation
Brands Fiscal Year 2008
Diluted
Earnings Per Share Outlook
Reported
Basis
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Comparable
Basis
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FY
08
Estimate
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FY
08
Estimate
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Fiscal
Year
Ending
Feb. 29,
2008
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$1.16
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$1.24
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$1.34
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$1.42
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Full-year
fiscal 2008 guidance includes the following current assumptions and excludes
the
impact of the proposed acquisition of the Fortune Brands U.S. wine business
announced on Nov. 12, 2007:
·
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Net
sales: low single-digit
growth in organic net sales and low single-digit incremental benefit
from
the acquisitions of Vincor International Inc. and the SVEDKA Vodka
brand
and related business. As a result
of these increases,
and the impact of reporting the Crown Imports joint venture and
the joint
venture for the Matthew Clark wholesale business under the equity
method,
reported net sales are expected to decrease 30 to 32 percent
from net sales for
fiscal year 2007
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·
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Interest
expense: approximately $330 - $340
million
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·
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Stock
compensation expense: approximately $30
million
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·
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Tax
rate:
approximately 39 percent on a reported basis, which includes a
provision
of approximately two percentage points related to the loss on disposal
in
connection with the company’s contribution of its U.K. wholesale business
to the Matthew Clark joint venture and the repatriation of proceeds
associated with this transaction, or approximately 37 percent on
a
comparable basis
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·
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Weighted
average diluted shares outstanding: approximately 225
million
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·
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Free
cash
flow: $160 - $180 million
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Conference
Call Information
A
Constellation Brands conference call to
discuss these matters is scheduled for Nov. 12, 2007, at 10:00 a.m.
eastern. Participants in the call will include President and Chief
Executive Officer Rob Sands and Executive Vice President and Chief Financial
Officer Bob Ryder. 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 web cast of the conference call will be available on
Constellation’s Internet Web site: www.cbrands.com, under “Investors,” together
with a copy of this news release. For anyone unable to participate in
the conference call, a replay will be available on the company’s Web site until
Nov. 21, 2007.
Explanations
Reported
basis (“reported”) diluted earnings
per share are as reported under generally accepted accounting
principles. Diluted earnings per share on a
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comparable
basis
(“comparable”), exclude acquisition-related integration costs, restructuring and
related charges and unusual items.
The
company discusses the additional non-GAAP
measure of free cash flow in this news release.
Tables
reconciling non-GAAP measures, together
with definitions of these measures and the reasons management uses these
measures, are included in this news release.
About
Constellation Brands
Constellation
Brands, Inc. is a leading
international producer and marketer of beverage alcohol in the wine, spirits
and
imported beer categories, with significant market presence in the U.S., Canada,
U.K., Australia and New Zealand. Based in Fairport, N.Y., the company
has more than 250 brands in its portfolio, sales in approximately 150 countries
and operates approximately 60 wineries, distilleries and distribution
facilities. It is the largest wine producer in the world; the largest
wine company in the U.S. based upon sales dollar value, the largest wine
company
in the U.K., Australia and Canada; the second largest wine company in New
Zealand; the largest beer importer and marketer in the U.S. through its Crown
Imports joint venture with Mexico’s Grupo Modelo; and the third largest spirits
company in the U.S. Constellation Brands is an S&P 500 Index and
Fortune 500® company. Major brands in the company’s portfolio include
Corona Extra, Black Velvet Canadian Whisky, the SVEDKA vodka line, Robert
Mondavi wines, Ravenswood, Blackstone, Hardys, Banrock Station, Nobilo, Kim
Crawford, Inniskillin, Jackson-Triggs and Arbor Mist. 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 and estimates made in this news
release under the heading Outlook replace in their entirety the statements
and
estimates set forth under the heading Outlook in the company's news release
dated October 4, 2007.
The
statements made under the heading Outlook,
as well as all other statements set forth in this news release and elsewhere
which are not historical facts 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 that involve
risks and uncertainties that could cause actual results to differ materially
from those set forth in or implied by the forward-looking
statements.
During
the current quarter, Constellation may
reiterate the estimates set forth above under the heading Outlook and elsewhere
in this news release (collectively, the "Projections"). Prior to the start
of
the company's quiet period, which will begin at the close of business on
Nov.
30, 2007, 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.
Commencing
at the close of business on Nov. 30,
2007, Constellation will observe a "quiet period" during which the Projections
should not be considered to constitute the company's expectations. During
the
quiet period, the Projections should be considered to be historical, speaking
as
of prior to the quiet period only and not subject to update by the
company.
The
company's forward-looking statements are
based on management's current expectations and, unless otherwise noted, do
not
take into account the impact of any future acquisition, merger or any other
business combination, divestiture, restructuring or other strategic business
realignments, or financing that may be completed after the date of this release.
Any projections of future results of operations, and in particular, (i) the
company's estimated diluted earnings per share on a reported basis for fiscal
2008, and (ii) the company's estimated diluted earnings per share on a
comparable basis for fiscal 2008, 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
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business
operations, the forward-looking statements of the company contained in this
news
release are also subject to the following risks and uncertainties: factors
relating to Constellation's ability to integrate Vincor's business, and the
SVEDKA Vodka business, successfully and realize expected synergies associated
with the Vincor acquisition; the continued strength of Vincor's relationships,
and relationships of the SVEDKA Vodka business, with their respective employees,
suppliers and customers; the accuracy of the bases for forecasts relating
to
Vincor's business and the SVEDKA Vodka brand and related business; final
management determinations and independent appraisals may vary materially
from
current management estimates of the fair value of assets acquired and
liabilities assumed in the SVEDKA Vodka business acquisition; the
company's
restructuring and related charges, acquisition-related integration costs
and
purchase accounting adjustments associated with the Vincor integration plan
(announced in July 2006) and the company's restructuring and related charges
associated with the Hardy initiative announced within this news release,
the
Fiscal 2007 Wine Plan (announced in August 2006) and its global wine
restructuring plan announced in February 2006 may vary materially from
management's current estimates of these charges, costs and adjustments due
to
variations in one or more of anticipated headcount reductions, contract
terminations, or costs of implementation of these plans; the company achieving
all of the expected cost savings from its Hardy initiative announced within
this
news release, from its Fiscal 2007 Wine Plan, from its Vincor integration
plan
and from its global wine restructuring plan due to, with respect to any or
all
of these plans, lower than anticipated reductions in headcount or other
expenses, or a delay or greater than anticipated costs in their implementation;
the company may realize lower than expected proceeds from sale of assets
identified for sale under the Fiscal 2007 Wine Plan and consequently incurs
a
greater than expected loss on the sale of such assets; the impact upon net
sales
and diluted earnings per share resulting from the decision to reduce distributor
wine inventory levels in the U.S. varying from current expectations due to
the
actual levels of distributor wine inventory reductions; the company achieving
certain sales projections and meeting certain cost targets; wholesalers and
retailers may give higher priority to products of the company's competitors;
raw
material supply, production or shipment difficulties could adversely affect
the
company's ability to supply its customers; increased competitive activities
in
the form of pricing, advertising and promotions could adversely impact consumer
demand for the company's products and/or result in higher than expected
selling, general and administrative expenses; a general decline in alcohol
consumption; increases in excise and other taxes on beverage alcohol products;
governmental bodies may increase tax rates; proportionately, the company's
taxable income may be higher than expected in jurisdictions with higher tax
rates; and changes in interest rates and foreign currency exchange
rates.
On
Nov. 12, 2007, the company announced the
proposed acquisition of Fortune Brands’ U.S. wine business Beam Wine
Estates. There can be no assurance that any transaction between
Constellation and Fortune Brands will occur, or will occur on the timetable
contemplated hereby. The company acquired Vincor International Inc.
on June 5, 2006 and the SVEDKA Vodka brand and related business on March
19,
2007. In addition, on Jan. 2, 2007, the company formed the Crown Imports
joint
venture with Grupo Modelo S.A.B. de C.V. for the purpose of importing and
marketing Modelo's Mexican beer portfolio into the United States and Guam,
and
on April 17, 2007, the company formed the Matthew Clark joint venture with
Punch
Taverns plc to own and operate the U.K. wholesale business formerly owned
entirely by the company. Risks and uncertainties associated with these joint
ventures include, among others, each joint venture's ability to operate the
business successfully, each joint venture's ability to develop appropriate
standards, controls, procedures and policies for the growth and management
of
such joint venture and the continued strength of each joint venture's
relationships with, including without limitation, its employees, suppliers
and
customers. Additional risks and uncertainties associated with the Matthew
Clark
joint venture include factors relating to higher than expected formation
and/or
start-up costs for the joint venture, and the accuracy of the basis for the
forecasts relating to the joint venture's business, including any capital
investment in distribution infrastructure or the realization of any distribution
efficiencies.
For
additional information about risks
and uncertainties that could adversely affect Constellation's forward-looking
statements, please refer to Constellation's filings with the Securities and
Exchange Commission, including its Annual Report on Form 10-K for the fiscal
year ended Feb. 28, 2007, which contains a discussion of additional factors
that
may affect Constellation's business. The factors discussed in these reports
could cause actual future performance to differ from current
expectations.
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Constellation
Brands, Inc. and Subsidiaries
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GUIDANCE
- DILUTED EARNINGS PER SHARE AND FREE CASH FLOW
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RECONCILIATIONS
OF GAAP TO NON-GAAP FINANCIAL MEASURES
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(in
millions,
except per share data)
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The
company
reports its financial results in accordance with generally accepted
accounting principles in the U.S. ("GAAP"). However, non-GAAP
financial measures, as defined in the reconciliations below,
are provided
because management uses this information in evaluating the results
of the
continuing operations of the company and/or internal goal setting. In
addition, the company believes this information provides investors
better
insight on underlying business trends and results in order to
evaluate
year over year financial performance. See the tables below for
supplemental financial data and corresponding reconciliations
of these
non-GAAP financial measures to GAAP financial measures for the
year ending
February 29, 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 the historical non-GAAP
financial
measures.
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Fiscal
Year 2008
Diluted
Earnings Per Share Guidance
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Range
for the
Year
Ending
February 29, 2008
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Forecasted
diluted earnings per share - reported basis
(GAAP)
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$ |
1.16
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$ |
1.24
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Inventory
step-up
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0.03
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0.03
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Strategic
business realignment(1)
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0.15
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0.15
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Forecasted
diluted earnings per share - comparable basis (Non-GAAP)(2)
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$ |
1.34
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$ |
1.42
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(1 | ) |
Includes
$0.05, $0.04, $0.03, $0.02 and $0.01 diluted earnings per share
for the
year ending February 29, 2008, associated with the loss on disposal
in
connection with the company's contribution of its U.K. wholesale
business
to the Matthew Clark joint venture and the company's provision
for income
taxes in connection with the repatriation of proceeds associated
with this
transaction, the Hardy initiative announced within this news
release, the
Fiscal 2007 Wine Plan, the Vincor Plan and the Fiscal 2006 Plan,
respectively. (2)
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(2 | ) |
May
not
sum due to rounding as each item is computed
independently.
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Free
cash
flow, as defined in the reconciliation below, is considered a
liquidity
measure and is considered to provide useful information to investors
about
the amount of cash generated, which can then be used, after required
debt
service and dividend payments, for other general corporate
purposes. A limitation of free cash flow is that it does not
represent the total increase or decrease in the cash balance
for the
period. Free cash flow should be considered in addition to, not as a
substitute for, or superior to, cash flow from operating activities
prepared in accordance with GAAP.
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Fiscal
Year 2008
Free
Cash Flow Guidance
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Range
for the
Year
Ending
February 29, 2008
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Net
cash provided by operating activities (GAAP)
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$ |
325.0
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$ |
345.0
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Purchases
of
property, plant and equipment
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(165.0 | ) | (165.0 | ) | |||||||||
Free
cash flow (Non-GAAP)
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$ |
160.0
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$ |
180.0
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