On April 6, 2006, Constellation Brands, Inc. (the “Company”), a Delaware corporation, issued a press release (the “release”) announcing its results of operations and financial condition for the fourth fiscal quarter and full fiscal year ended as of February 28, 2006.  A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.  The projections constituting the guidance included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts.  In this regard, see the information included in the release under the caption “Forward-Looking Statements.”

          The information in the release and in this Item 2.02 section is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  Such information may only be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references such information.

          The release contains non-GAAP financial measures; in the release these are referred to as “comparable” or “organic” measures or “constant currency”.  For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.  In this regard, GAAP refers to generally accepted accounting principles in the United States.  Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

          Comparable measures are provided because management uses this information in evaluating the results of the continuing operations of the Company and in internal goal setting.  In addition, the Company believes this information provides investors a better insight on underlying business trends and results in order to evaluate year over year financial performance.  As such, the flow through of adverse grape cost associated with the acquisition of The Robert Mondavi Corporation (“Robert Mondavi”); the flow through of inventory step-up associated with acquisitions and investments in equity method investees; accelerated depreciation costs associated with the U.S. West Coast facility rationalization; financing costs associated with the Company’s redemption of senior notes and repayment of the Company’s prior credit agreement; due diligence costs associated with the Company’s evaluation of a potential offer for Allied Domecq; other costs associated with the world wide wines reorganization; net gain on the sale of non-strategic assets; gain on transaction termination; acquisition-related integration costs associated with the Robert Mondavi acquisition; restructuring and related charges associated with the Company’s further realignment of business operations within the Company’s wine segment, the Robert Mondavi acquisition, the U.S. West Coast facility rationalization and the world wide wines reorganization; and the income tax adjustment in connection with the reversal of an income tax accrual related to the completion of various income tax examinations are, when appropriate, excluded from comparable results. 

          Similarly, organic information, including organic net sales information in the year ago period set forth in the release, and constant currency measures, which exclude 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 in the continuing operations of the Company.  Additionally, the Company believes this information provides investors better insight on underlying business trends and results in order to evaluate year over year financial performance.