8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Form 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 12, 2005

(Date of Report)

(Date of Earliest Event Reported)

Central European Distribution Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-24341	54-1865271
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

Two Bala Plaza, Suite 300, Bala Cynwyd, Pennsylvania 19004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (610) 660-7817

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 12, 2005, we completed our acquisition of 61% of the outstanding capital stock of Przedsiebiorstwo “Polmos” Białystok S.A. (“Polmos Białystok”) from the State Treasury of the Republic of Poland. We reported the completion of this acquisition in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2005 (the “Original Form 8-K”), which report is incorporated herein by reference. We now own approximately 66% of Polmos Białystok’s outstanding capital, as we have purchased approximately 5% of Polmos Białystok’s shares in the open market.

The purpose of this Form 8-K/A No. 1 is to amend the Original Form 8-K to include the historical and pro forma financial statements required by Items 9.01(a) and 9.01(b) of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Unaudited consolidated financial statements of Przedsiebiorstwo “Polmos” Białystok S.A. as of June 30, 2005 and for the six month periods ended June 30, 2005 and 2004, and the notes related thereto, are attached as Exhibit 99.2 hereto and are hereby incorporated herein by reference.

Audited financial statements of Przedsiebiorstwo “Polmos” Białystok S.A. as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, and the notes related thereto, are attached as Exhibit 99.3 hereto and are hereby incorporated herein by reference.

(b) Pro forma financial information.

Unaudited pro forma financial information as of June 30, 2005, and for the year ended December 31, 2004 and the six months ended June 30, 2005, and the notes related thereto, is attached as Exhibit 99.4 hereto and is hereby incorporated herein by reference.

(c) Exhibits.

2.1 Share Purchase Agreement, dated July 11, 2005, by and among the State Treasury of the Republic of Poland, Carey Agri International-Poland Sp. z o.o. and Central European Distribution Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2005).

10.1 Employment Agreement, dated August 10, 2005, by and between Central European Distribution Corporation and Richard Roberts (exhibit included with the original Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2005).

23.1 Consent of PricewaterhouseCoopers Sp. z o.o., independent registered public accounting firm.

99.1 Press release, dated October 12, 2005, titled “Central European Distribution Corporation Completes the Purchase of 61% of the Capital Stock of Polmos Białystok S.A.” (exhibit included with the original Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2005).

99.2 Unaudited consolidated financial statements of Przedsiebiorstwo “Polmos” Białystok S.A. as of June 30, 2005 and for the six month periods ended June 30, 2005 and 2004, and the notes related thereto.

99.3 Audited financial statements of Przedsiebiorstwo “Polmos” Białystok S.A. as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004, and the notes related thereto.

99.4 Unaudited pro forma financial information as of June 30, 2005, and for the year ended December 31, 2004 and the six months ended June 30, 2005, and the notes related thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 17, 2005	Central European Distribution Corporation
	By:	/s/ James Archbold
	Name:	James Archbold
	Its:	Secretary

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the registration statements of Central European Distribution Corporation (Form S-8 Nos. 333-65543 and 333-108085 and Form S-3 Nos. 333-89868 and 333-104702) of our report dated October 12, 2005 relating to the financial statements of Przedsiebiorstwo “Polmos” Białystok S.A., which appears in Exhibit 99.3 to this Current Report on Form 8-K/A of Central European Distribution Corporation.

PricewaterhouseCoopers Sp. z o.o.

Warsaw, Poland

October 14, 2005

EX-99.2

Exhibit 99.2

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

Index to financial statements:
Balance Sheets at June 30, 2005 (unaudited) and December 31, 2004	F-1
Statements of Income (unaudited) for three and six months ended June 30, 2005 and June 30, 2004	F-2
Statements of Changes in Stockholders’ Equity (unaudited) for six months ended June 30, 2005	F-3
Statements of Cash Flows (unaudited) for six months ended June 30, 2005 and June 30, 2004	F-4
Notes to Financial Statements	F-5

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

BALANCE SHEET

Amounts in columns expressed in thousands of U.S. dollars

	Note	June 30, 2005			December 31, 2004
ASSETS
CURRENT ASSETS
Cash & cash equivalents		$	12,669		$	36,480
Restricted cash			1,204			1,735
Short-term investments	3		31,042			52,155
Securities subject to repurchase agreements	3		50,996			12,571
Trade accounts receivable, net			20,697			28,741
Inventories			4,727			4,238
Prepaid expenses and other receivables			3,167			3,092
Deferred income taxes			2,502			1,721
TOTAL CURRENT ASSETS			127,004			140,733
Intangible assets, net			119			146
Tangible fixed assets, net			9,419			10,578
Deferred income taxes			747			708
Long-term investments			19			21
Other assets			174			212
TOTAL ASSETS		$	137,482		$	152,398
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade accounts payable		$	4,097		$	5,143
Taxes payable			30,111			42,350
Liabilities to shareholders	5		62,834			70,308
Other accrued liabilities			1,631			2,321
TOTAL CURRENT LIABILITIES			98,673			120,122
Employee benefits			3,929			3,727
TOTAL NONCURRENT LIABILITIES			3,929			3,727
STOCKHOLDERS’ EQUITY
Common stock (11,900,000 shares authorized and outstanding , PLN 10 par value)			26,288			26,288
Retained earnings			(8,820	)		(18,212	)
Accumulated other comprehensive income			17,412			20,473
STOCKHOLDERS’ EQUITY			34,880			28,549
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	137,482		$	152,398

See accompanying notes

F-1

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

STATEMENT OF INCOME

Amounts in columns expressed in thousands of U.S. dollars

	Three months ended						Six months ended
	June 30, 2005			June 30, 2004			June 30, 2005			June 30, 2004
Sales	$	83,543		$	75,354		$	165,604		$	138,054
Less –Excise taxes		(62,610	)		(55,917	)		(124,547	)		(102,175	)
Net Sales		20,933			19,437			41,057			35,879
Cost of goods sold		12,449			12,275			25,033			22,499
Gross profit		8,484			7,162			16,024			13,380
Selling, general and administrative expenses		3,515			2,295			6,392			4,334
Provision for doubtful accounts and notes		(596	)		142			(29	)		717
Operating income		5,565			4,725			9,661			8,329
Non-operating income / (expense)
Profit on investments		1,862			1,642			3,396			2,480
Interest income		132			72			203			116
Other income / (expense), net		35			(57	)		94			(98	)
Income before income taxes		7,594			6,382			13,354			10,827
Income tax expense		(1,218	)		(1,182	)		(2,632	)		(2,102	)
Net income	$	6,376		$	5,200		$	10,722		$	8,725

See accompanying notes.

F-2

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

Amounts in columns expressed in thousands of U.S. dollars

	Common Stock		Retained earnings		Accumulated other comprehensive income - Foreign currency translation adjustment		Total
	No. of Shares	Amount
Balance at December 31, 2004	11,900	26,288	(18,212	)	20,473		28,549
Net income for the six months ended June 30, 2005	—	—	10,722		—		10,722
Foreign currency translation adjustment	—	—	—		(3,061	)	(3,061	)
Comprehensive income for six months 2005	—	—	—		—		7,661
Dividend paid	—	—	(1,330	)	—		(1,330	)
Balance at June 30, 2005	11,900	26,288	(8,820	)	17,412		34,880

See accompanying notes

F-3

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

STATEMENTS OF CASH FLOWS

Amounts in columns expressed in thousands

	Six months ended June 30, 2005			Six months ended June 30, 2004
Operating activities
Net income	$	10,722		$	8,725
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		718			803
Gain on investments		(3,396	)		(2,480	)
Interest received		(203	)		(116	)
Changes in operating assets and liabilities:
Accounts receivable		4,988			(1,007	)
Inventories		(940	)		(1,080	)
Prepayments and other current assets		(2,595	)		(285	)
Trade accounts payable		(500	)		(53	)
Income and other taxes		(8,814	)		(1,342	)
Purchase of trade securities, net		(20,796	)		(9,925	)
Other liabilities		213			1,573
Net cash used in operating activities		(20,603	)		(5,187	)
Investing activities
Purchase of intangible assets, net		(24	)		(16	)
Purchase of tangible assets, net		(733	)		(977	)
Interest received		203			116
Decrease/ (increase) in restricted cash		347			(1,083	)
Net cash used in investing activities		(207	)		(1,960	)
Financing activities
Proceeds from sale of accounts receivable		2,207			—
Dividend payment		(1,330	)		(584	)
Net cash provided by / (used in) financing activities		877			(584	)
Currency effect on brought forward cash balances		(3,878	)		158
Net decrease in cash		(23,811	)		(7,573	)
Cash and cash equivalents at beginning of period		36,480			31,154
Cash and cash equivalents at end of period	$	12,669		$	23,581
Supplemental disclosures of cash flow information
Income tax paid	$	1,930		$	1,527

See accompanying notes

F-4

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

1. Organization and Description of Business

Przedsiebiorstwo “Polmos” Białystok Spółka Akcyjna (hereinafter referred to as “Polmos Białystok” or the “Company”) is a Polish enterprise that was established as a result of the privatization of a state owned enterprise. The Company is based in North-East Poland and has been in operation since 1928. In May 2005, the Company was listed on the Warsaw Stock Exchange (WSE), with 32% of outstanding shares floated. The remaining shares are held by employees and the State Treasury with 61% of the company designated for sale to a strategic investor.

The Company’s primary source of earnings is the production and sale of vodka, including the Absolwent and Zubrówka brands.

2. Basis of Presentation

The balance sheet at December 31, 2004, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

The Company maintains their books of account and prepares their statutory financial statements in Polish zloty (PLN) in accordance with Polish statutory requirements and the Accounting Act of September 29, 1994. The financial statements have been adjusted to reflect accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our financial condition, results of operations and cash flows for the interim periods presented have been included. Operating results for the three and six month period ended June 30, 2005, are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The interim financial statements should be read with reference to the financial statements and footnotes for the year ended December 31, 2004.

The interim financial statements are prepared under U.S. GAAP and have been presented in U.S. dollars.

F-5

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

3. Investments

Short-term investments and securities subject to repurchase agreement as of June 30, 2005 consist of:

					Classified as:
	Cost basis		Unrealized gains	Recorded basis	Short-term investments	Securities subject to repurchase agreements
Investments funds		15,255	770	16,025	16,025	—
Government bills		16,958	36	16,994	—	16,994
Corporate bonds		19,224	784	20,008	4,336	15,672
Government bonds		20,388	468	20,857	2,527	18,330
Municipal bonds		7,770	384	8,154	8,154	—
Total	$	79,596	2,442	82,038	31,042	50,996

As of June 30, 2005 investments with a maturity up to 1 year amounted to $81,388 thousand and those with a maturity from 1 year to 3 years amounted to $650 thousand.

Short-term investments and securities subject to repurchase agreement as of December 31, 2004 consist of:

					Classified as:
	Cost basis		Unrealized gains	Recorded basis	Short-term investments	Securities subject to repurchase agreements
Investments funds		13,376	657	14,034	14,034	—
Certificates of deposit		11,061	32	11,093	11,093	—
Government bills		24,221	528	24,748	12,177	12,571
Corporate bonds		2,675	649	3,324	3,324	—
Government bonds		2,561	177	2,738	2,738	—
Municipal bonds		8,695	95	8,789	8,789	—
Total	$	62,589	2,138	64,726	52,155	12,571

As of December 31, 2004 investments with a maturity up to 1 year amounted to $61,402 thousand, those with a maturity from 1 year to 3 years amounted to $780 thousand and those with a maturity over 3 years amounted to $2,544 thousand.

F-6

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

4. Related party transactions

The Company was owned 100% by the State Treasury until its privatization. Therefore payments due to the State Treasury can be recognized as related party transactions.

The payments made to the State Treasury consist primarily of VAT (sales tax), excise tax, income tax and dividends and the retirement of shares presented as a liability to shareholders.

The Company’s main supplier of spirits used for production is Polmos Torun S.A. (“Polmos Torun”), that is owned by the State Treasury. Polmos Torun supplies approximately 65%-70% of the total value of rectified spirit purchased by the Company. The total value of spirits purchased by the Company from Polmos Torun was $4,945 thousand in the first six months of 2005 and $5,720 thousand in the first six months of 2004.

The accounts payable to Polmos Torun as at June 30, 2005 was $1,065 thousand and as at June 30, 2004 was $1.337 thousand.

5. Liabilities to stockholders

On December 16, 2004 the Company repurchased from the State Treasury and retired 5,000,000 shares. The fair value of shares purchased was $67,731 thousand (PLN 210,250 thousand). As of June 30, 2005 the liability to the State Treasury decreased to $62,834 thousand due to the exchange rate changes. This liability to the State Treasury was paid by the Company in July 2005.

6. Subsequent events

On July 11, 2005 the Polish State Treasury concluded the share sale agreement to sell 61% of Polmos Białystok to Central European Distribution Corporation for a total purchase price of 1.06 billion PLN, conditional upon obtaining the Anti-monopoly Office approval. On October 12, 2005 following approval from the Anti-monopoly Office, the State Treasury closed the share sale agreement.

F-7

EX-99.3

Exhibit 99.3

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

Index to financial statements:
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2004 and 2003	F-2
Statements of Income for the years ended December 31, 2004, 2003 and 2002	F-3
Statements of Changes in Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002	F-4
Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002	F-5
Notes to Financial Statements	F-6

Report of Independent Registered Public Accounting Firm

To the Supervisory Board and Shareholders

of Przedsiebiorstwo „Polmos” Białystok S.A.

We have audited the accompanying consolidated balance sheets of Przedsiebiorstwo “Polmos” Białystok S.A. as of December 31, 2004 and 2003, and the related statements of income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Przedsiebiorstwo “Polmos” Białystok S.A. at December 31, 2004 and 2003, and the results of its operations and cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.

PricewaterhouseCoopers Sp. z o.o.

October 12, 2005

F-1

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

BALANCE SHEET

Amounts in columns expressed in thousands of U.S. dollars

		December 31,
	Note	2004			2003
ASSETS
CURRENT ASSETS
Cash & cash equivalents		$	36,480		$	31,154
Restricted cash			1,735			—
Short-term investments	8		52,155			14,225
Securities subject to repurchase agreements	8		12,571			16,239
Trade accounts receivable, net	4		28,741			17,808
Inventories	5		4,238			3,195
Prepaid expenses and other receivables			3,092			1,616
Deferred income taxes	6		1,721			2,296
TOTAL CURRENT ASSETS			140,733			86,533
Intangible assets, net			146			66
Tangible fixed assets, net	7		10,578			8,666
Deferred income taxes	6		708			577
Long-term investments	8		21			8,792
Other assets			212			172
TOTAL ASSETS		$	152,398		$	104,806
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade accounts payable		$	5,143		$	3,981
Taxes payable	6		42,350			25,939
Liabilities to shareholders	12		70,308			—
Other accrued liabilities			2,321			1,760
TOTAL CURRENT LIABILITIES			120,122			31,680
Employee benefits	9		3,727			3,037
TOTAL NONCURRENT LIABILITIES			3,727			3,037
STOCKHOLDERS’ EQUITY
Common stock (11,900,000 and 16,900,000 shares authorized and outstanding respectively in 2004 and 2003 year, PLN 10 par value)			26,288			42,395
Retained earnings			(18,212	)		22,811
Accumulated other comprehensive income			20,473			4,883
TOTAL STOCKHOLDERS’ EQUITY			28,549			70,089
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	152,398		$	104,806

See accompanying notes

F-2

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

STATEMENTS OF INCOME

Amounts in columns expressed in thousands of U.S. dollars

	Note	2004			2003			2002
Sales		$	317,501		$	249,779		$	251,852
Less –Excise taxes			(235,949	)		(181,566	)		(191,789	)
Net Sales			81,552			68,213			60,063
Cost of goods sold			50,976			40,026			33,701
Gross profit			30,576			28,187			26,362
Selling, general and administrative expenses			10,364			10,307			9,835
Allowance for doubtful debt			(609	)		4,269			1,487
Operating income			20,821			13,611			15,040
Non-operating income / (expense)
Profit on investments			4,384			1,077			309
Profit on sales of accounts receivable	4		1,923			—			—
Interest expense			(16	)		(1	)		(8	)
Interest income			854			1,639			2,922
Other expense, net			(281	)		(628	)		(374	)
Income before income taxes			27,685			15,698			17,889
Income tax expense	6		(5,310	)		(5,312	)		(5,253	)
Net income		$	22,375		$	10,386		$	12,636

See accompanying notes

F-3

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

Amounts in columns expressed in thousands of U.S. dollars

	Common Stock				Retained Earnings		Accumulated other comprehensive income			Total
	No. of Shares		Amount				Unrealized gains on long- term investments, net of deferred tax		Foreign currency translation adjustment
Balance at December 31, 2001	5,400		13,546		35,101		—		—	48,647
Net income for 2002	—		—		12,636		—		—	12,636
Unrealized gains on long-term investments, net of deferred tax	—		—		—		362		—	362
Foreign currency translation adjustment	—		—		—		—		2,492	2,492
Comprehensive income for 2002	—		—		—		—		—	15,490
Dividend paid					(3,173	)				(3,173	)
Balance at December 31, 2002	5,400		13,546		44,564		362		2,492	60,964
Net income for 2003	—		—		10,386		—		—	10,386
Unrealized gains on long-term investments, net of deferred tax	—		—		—		253		—	253
Foreign currency translation adjustment	—		—		—		—		1,776	1,776
Comprehensive income for 2003	—		—		—		—		—	12,415
Share issue	11,500		28,849		(28,849	)			—	—
Dividend paid	—		—		(3,290	)	—		—	(3,290	)
Balance at December 31, 2003	16,900		42,395		22,811		615		4,268	70,089
Net income for 2004	—		—		22,375		—		—	22,375
Unrealized gains on long-term investments, net of deferred tax					—		(615	)	—	(615	)
Foreign currency translation adjustment	—		—		—		—		16,205	16,205
Comprehensive income for 2004	—		—		—		—		—	37,695
Stock retirement	(5,000	)	(16,107	)	(51,624	)	—		—	(67,731	)
Dividend paid	—		—		(11,774	)	—		—	(11,774	)
Balance at December 31, 2004	11,900		26,288		(18,212	)	—		20,473	28,549

See accompanying notes

F-4

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

STATEMENTS OF CASH FLOWS

Amounts in columns expressed in thousands of U.S. dollars

	Year ended December 31,
	2004			2003			2002
Operating activities
Net income	$	22,375		$	10,386		$	12,636
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		1,606			1,366			1,291
Gain on investments		(4,384	)		(1,077	)		(309	)
Interest received		(854	)		(1,639	)		(2,922	)
Other		587			855			361
Changes in operating assets and liabilities:
Accounts receivable		(6,465	)		5,596			15,497
Inventories		(242	)		637			480
Prepayments and other current assets		(1,069	)		(413	)		464
Trade accounts payable		163			(97	)		(678	)
Income and other taxes		11,069			4,011			(5,762	)
Sales/(Purchases) of trading securities, net		(23,598	)		(23,409	)		(6,256	)
Other liabilities		48			159			(1,852	)
Net cash provided by/(used in) operating activities		(764	)		(3,625	)		12,950
Investing activities
Purchases of intangible assets		(134	)		(45	)		(48	)
Purchases of tangible fixed assets		(1,272	)		(1,257	)		(708	)
Interest received		854			1,639			2,922
Sales/(Purchases) of investments, net		12,337			—			(7,813	)
Increase in restricted cash		(1,735	)		—			—
Net cash provided by / (used in) investing activities		10,050			337			(5,647	)
Financing activities
Dividend payment		(11,774	)		(3,290	)		(3,173	)
Net cash used in financing activities		(11,774	)		(3,290	)		(3,173	)
Currency effect on brought forward cash balances		7,814			979			1,196
Net increase / (decrease) in cash		5,326			(5,599	)		5,326
Cash and cash equivalents at beginning of period		31,154			36,753			31,427
Cash and cash equivalents at end of period	$	36,480		$	31,154		$	36,753
Supplemental disclosures of cash flow information
Income tax paid	$	4,050		$	5,270		$	5,700

See accompanying notes

F-5

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

1. Organization and Description of Business

Przedsiebiorstwo “Polmos” Białystok Spółka Akcyjna (hereinafter referred to as “Polmos Białystok” or the “Company”) is a Polish enterprise that was established as a result of the privatization of a state owned enterprise. The Company is based in North-East Poland and has been in operation since 1928. In May 2005 the Company was listed on the Warsaw Stock Exchange (WSE), with 32% of outstanding shares floated. The remaining shares are held by employees and the State Treasury with 61% of the company designated for sale to a strategic investor.

The Company’s primary source of earnings is the production and sale of vodka, including the Absolwent and Zubrówka brands.

2. Significant Accounting Policies

The significant accounting policies and practices followed by the Company are as follows:

Basis of Presentation

The Company maintains its accounts and prepares its statutory financial statements in Polish zloty (PLN) in accordance with Polish statutory requirements and the Accounting Act of 29 September 1994. The statutory financial statements have been adjusted to reflect accounting principles generally accepted in the United States of America (U.S. GAAP).

The financial statements are prepared under U.S. GAAP and have been presented in U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates and such differences may be material to the financial statements.

Foreign Currency Translation and Transactions

The functional currency for the Company is the Polish zloty. For the preparation of these financial statements in the US Dollar reporting currency, assets and liabilities are translated at the exchange rate in effect at each year-end. The Income Statements are translated at the average rate of exchange prevailing during the respective year. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of stockholders’ equity. Transaction adjustments arising from operations as well as gains and losses from any specific foreign currency transactions are included in the reported net income for the period.

The exchange rates used on Polish zloty denominated transactions and balances for translation purposes as of December 31, 2004 and 2003 for one U.S. Dollar were 2.99 PLN and 3.74 PLN, respectively. As of October 10, 2005 the Polish Zloty to U.S. Dollar conversion rate was 3.20 PLN.

F-6

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

Segment Reporting

The Company operates in one industry segment, production and sales of alcoholic beverages. These activities are conducted by the Company in Poland. All revenues, operating profits and assets relate to this business.

Cash, cash equivalents and restricted cash

The Company considers all highly liquid investments purchased with an original or remaining maturity of less than three months at the date of purchase to be cash equivalents. Cash and cash equivalents are maintained with various financial institutions. Restricted cash represents short-term deposits with a bank pledged as a security for a guarantee issued to the customs office.

Investments

The Company’s investments comprise Polish government bills and bonds, Corporate bonds, Municipal bonds and Certificates of Deposits. Investments with remaining maturities of less than one year or that the Company’s intent is to hold for less than one year are considered to be short-term. These investments are held in the custody of several major financial institutions.

Debt and equity securities designated as available-for-sale, whose fair values are readily determinable, are carried at fair value with unrealized gains or losses included as a component of accumulated other comprehensive income, net of applicable taxes. Debt and equity securities classified as trading securities are carried at fair value with unrealized gains or losses included in income. Individual securities classified as available-for-sale are reduced to net realizable value by a charge to income for other than temporary declines in fair value. Realized gains and losses are determined on the specific identification method and are reflected in the income statement.

The Company recognizes an impairment charge when a decline in the fair value of its investments below the cost basis are judged to be other-than-temporary. The Company considers various factors in determining whether to recognize an impairment charge, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

The Company also has investments in the securities of privately held companies. These investments are carried at cost as fair value is not readily determinable. The Company monitors these investments for impairment and makes appropriate reductions in carrying values if the Company determines that an impairment charge is required based primarily on the financial condition and near-term prospects of these companies.

Securities subject to repurchase agreements

The securities subject to repurchase agreements represent the buy and sale back of government bills. This securities are transferred by the financial institutions to the Company in exchange for the cash and agreement to reacquire that security at a future date for an amount equal to the cash exchanged plus specified interest. These securities are carried at fair value with unrealized gains and losses included in the income statement.

F-7

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on the Company’s assessment of the collectibility of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay.

Inventories

Inventories are stated at the lower of cost or market using the first in, first out (FIFO) method. Raw materials are valued at the acquisition cost. Work in progress and finished goods are valued at the actual production cost which includes direct costs and allocation of fixed production overheads.

Tangible fixed assets

Tangible fixed assets are stated at cost, less accumulated depreciation. Depreciation of tangible fixed assets is computed by the straight-line method over the following useful lives:

Type	Estimated useful life in years
Transportation equipment	5
Software, copyrights	2
Trademarks	5
Computers and IT equipment	3.33
Production machinery and equipment	5-15
Structures	25
Buildings	40

The Company periodically reviews tangible fixed assets for indicators of impairment. When the carrying of the fixed asset is greater than its recoverable amount, an impairment loss is recognized.

Employee benefits

The Company’s employees are entitled to retirement bonuses and payments for long-service (“jubilee awards”) and accordingly the Company provides for the current value of the liability related to these benefits. A provision is calculated based on the terms set in the collective labor agreement. The amount of the provision for retirement bonuses depends on the age of employees and the pre-retirement time of work for the Company and equals 100%-800% of the monthly salary. The amount of jubilee awards is paid for employees who serve the Company for more than 15 years and ranges from 150% to 800% of the monthly salary depending on the number of years of service.

The Company does not create a specific fund designated for the payments and all payments related to the benefits are charged to the income statement. The provision for the employees’ benefits is calculated annually using the projected unit method and any losses or gains resulting from the valuation are immediately recognized in the income statement.

The Company also contributes to State and privately managed defined contribution plans. Contributions to defined contribution plans are charged to the income statement in the period in which they are incurred.

F-8

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

Comprehensive income/(loss).

Comprehensive income is defined as all changes in equity during a period except those resulting from investments by owners and distributions to the owners. Comprehensive income includes net income adjusted by, among other items, foreign currency translation adjustments and the effect of revaluation of long-term investments, net of deferred tax.

Revenue recognition

Revenue derived from beverage distribution is recognized when goods are delivered to customers. Net sales are stated net of customer discounts, sales tax (VAT) and excise tax.

The Company computes and records deferred income taxes in accordance with the liability method. Deferred tax assets and liabilities are recorded based on the difference between the accounting and tax basis of the underlying assets and liabilities based on enacted tax rates expected to be in effect for the year in which the differences are expected to reverse.

3. Stockholders equity

As a State owned enterprise, the Company was obliged to pay a dividend in the amount of 15% of income after the current tax charge in advance during the year with the final dividend settled at year end.

Distribution of retained earning can not exceed the sum of retained earning brought forward from prior year and half current year earnings less provision for losses amounting to at least 33% of share capital.

In May 2005, the Company was listed on the Warsaw Stock Exchange (WSE), with 32% of outstanding shares floated. From this point the Company is not obliged to pay 15% dividend to the State Treasury.

4. Trade accounts receivable and allowances for doubtful debts

Changes in the allowance for doubtful debts were as follows:

	Year ended December 31,
	2004			2003			2002
Trade accounts receivable, gross	$	42,998		$	33,816		$	34,399
Allowances for doubtful debts
Balance, beginning of year	$	16,008		$	11,601		$	9,926
Effect on foreign exchange movement on opening balance		924			940			721
Allowance for bad debts – reported in income statement		(609	)		4,269			1,487
Utilization of allowance for doubtful debts		(2,066	)		(802	)		(533	)
Balance, end of year	$	14,257		$	16,008		$	11,601
Trade accounts receivable, net	$	28,741		$	17,808		$	22,798

F-9

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

In 2004, the Company sold overdue accounts receivable with a net value of $598 thousand for $2,521 thousand.. The net realized profit on the sale was $1,923 thousand.

The increase of gross trade accounts receivable by $9,182 thousand in 2004 resulted mainly from the foreign exchange movements in the amount of $8,482 thousand.

5. Inventories

Total inventories comprise:

	December 31,
	2004		2003
Raw materials		3,521		2,515
Work in progress		113		187
Finished goods		604		493
Total inventories	$	4,238	$	3,195

6. Income, deferred taxes and tax payable

Total income tax expense varies from expected income tax expense computed at Polish statutory rates (28% in 2002, 27% in 2003 and 19% in 2004) as follows:

	Year ended December 31,
	2004		2003			2002
Tax at Polish statutory rate	$	5,260	$	4,238		$	5,009
Effect of changes in tax rates on net deferred tax assets		—		1,210			114
Permanent differences		50		(136	)		130
Income tax expense	$	5,310	$	5,312		$	5,253
Including:
Current tax charge		5,259		5,330			5,993
Deferred tax		51		(18	)		(740	)

The tax liabilities (including corporate income tax, Value Added Tax (VAT), social security and other taxes) may be subject to examinations by Polish tax authorities for up to five years from the end of the year the tax is payable. As the application of tax laws and regulations, and transactions are susceptible to varying interpretations, amounts reported in the financial statements could be changed at a later date upon final determination by the tax authorities.

F-10

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

Significant components of the Company’s deferred tax assets are as follows:

	2004		2003
Deferred tax assets:
Allowance for doubtful accounts receivable	$	2,221	$	2,493
Provision for Employee benefits		708		577
Accrual for customer discounts		203		343
Provision for inventory		24		33
Other		178		161
Deferred tax asset	$	3,334	$	3,608
Deferred tax liability
Depreciation of assets		162		102
Deferred tax reserve for investment relief		429		401
Valuation of financial assets		307		230
Other		7		2
Deferred tax liability	$	905	$	735
Total net deferred tax asset	$	2,429	$	2,873
Classified as:
Current deferred tax asset		1,721		2,296
Non-current deferred tax asset		708		577

The increase of tax payable by $16,411 thousand in 2004 resulted mainly from the increase of foreign exchange movements with respect to accounts payable in the amount of $6,506 thousand and the increase of exercise tax and VAT due to higher sales in December 2004 than in December 2003.

F-11

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

7. Tangible fixed assets

Tangible fixed assets, presented net of accumulated depreciation in the balance sheets, consist of:

	Buildings	Machinery and Equipment		Transportation		Other		Construction in progress	Total
Acquisition Cost 2003
Balance as at December 31, 2002	5,190	10,066		903		303		—	16,462
Effects of foreign exchange movement	138	268		24		8		—	438
Additions	34	1,140		79		85		7	1,345
Disposals	—	(260	)	(24	)	(2	)	—	(286	)
Balance as at December 31, 2003	5,362	11,214		982		394		7	17,959
Cumulative Depreciation 2003
Balance as at December 31, 2002	1,806	5,495		578		180		—	8,059
Effects of foreign exchange movement	48	146		15		5		—	214
Depreciation charge	161	908		98		51		—	1,218
Disposals	—	(172	)	(24	)	(2	)	—	(198	)
Balance as at December 31, 2003	2,015	6,377		667		234		—	9,293
Net book value December 31, 2003	3,347	4,837		315		160		7	8,666
Acquisition Cost 2004
Balance as at December 31, 2003	5,362	11,214		982		394		7	17,959
Effects of foreign exchange movement	1,345	2,812		246		99		2	4,504
Additions	175	791		147		65		127	1,305
Disposals	—	(51	)	(85	)	(1	)	—	(138	)
Balance as at December 31, 2004	6,882	14,765		1,290		557		136	23,630
Cumulative Depreciation 2004
Balance as at December 31, 2003	2,015	6,377		667		234		—	9,293
Effects of foreign exchange movement	505	1,600		167		59		—	2,331
Depreciation charge	204	1,124		124		83		—	1,534
Disposals	—	(40	)	(65	)	(1	)	—	(106	)
Balance as at December 31, 2004	2,725	9,060		893		374		—	13,052
Net book value December 31, 2004	4,157	5,705		397		183		136	10,578

F-12

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

8. Investments

Short-term investments and securities subject to repurchase agreements, as of December 31, 2004 consist of:

					Classified as:
	Cost basis		Unrealized gains	Recorded basis	Short-term investments	Securities subject to repurchase agreements
Investments funds		13,376	657	14,034	14,034	—
Certificates of deposit		11,061	32	11,093	11,093	—
Government bills		24,221	528	24,748	12,177	12,571
Corporate bonds		2,675	649	3,324	3,324	—
Government bonds		2,561	177	2,738	2,738	—
Municipal bonds		8,695	95	8,789	8,789	—
Total	$	62,589	2,138	64,726	52,155	12,571

As of December 31, 2004 investments with a maturity up to 1 year amounted to $61,402 thousand, those with a maturity from 1 year to 3 years amounted to $780 thousand and those with a maturity over 3 years amounted to $2,544 thousand.

Short-term investments and securities subject to repurchase agreements, as of December 31, 2003 consist of:

					Classified as:
	Cost basis		Unrealized gains	Recorded basis	Short-term investments	Securities subject to repurchase agreements
Bills of exchange		7,610	40	7,650	—	7,650
Government bills		8,556	33	8,589	—	8,589
Corporate bonds		2,004	20	2,024	2,024	—
Government bonds		6,689	113	6,802	6,802	—
Municipal bonds		5,332	67	5,399	5,399	—
Total	$	30,191	273	30,464	14,225	16,239

The investments in securities are classified as trading securities as they are used with the objective of generating proceeds on short term differences in price. The proceeds and gains realized on the sale of the investments in 2004 and 2003 are as follows:

	2004		2003
Historical costs of investments and securities subject to repurchase agreements		475,508		396,149
Gross realized gain		4,384		1,077
Proceeds from the sale of investments	$	479,892	$	397,226

F-13

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

Long-term investments consist of:

	December 31, 2004		December 31, 2003
Investment fund		—		8,775
Other shares and equity interests		21		17
Total long-term investments	$	21	$	8,792

In 2004, the Company sold long term investments and as a result reclassified a revaluation gain of $615 from accumulated other comprehensive income into earnings of the period.

9. Employee benefits

Changes in the employee benefits were as follows:

	Jubilee awards			Retirement bonus			Total employee benefits
As of December 31, 2002	$	2,262		$	568		$	2,830
Effects of foreign exchange movement		60			15			75
Increase of provision		338			124			462
Utilization of provision		(282	)		(48	)		(330	)
As of December 31, 2003	$	2,378		$	659		$	3,037
Effects of foreign exchange movement		575			172			747
Increase of provision		253			69			322
Decrease of provision		(72	)		(11	)		(83	)
Utilization of provision		(266	)		(31	)		(297	)
As of December 31, 2004	$	2,869		$	858		$	3,727

F-14

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

The Company expects payments of employee benefits in next five years as follows:

Benefits to be paid next years	Jubilee awards		Retirement bonus		Total employee benefits
2005		335		19		354
2006		336		62		398
2007		414		41		455
2008		381		55		436
2009		362		41		403
Total benefits to be paid	$	1,828	$	218	$	2,046

10. Financial instruments, commitments and contingent liabilities

Financial instruments and their fair values

Financial instruments include cash and cash equivalents, accounts receivable, certain other current assets, trade accounts payable and other payables. These financial instruments are disclosed separately in the balance sheets and their carrying values approximate their fair market values. Financial instruments are denominated in stable currencies and they are of a short-term nature whose interest rates approximate current market rates.

Concentrations of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable from Polish companies. Credit is given to customers only after a thorough review of their credit worthiness. The Company does not normally require collateral with respect to credit sales. The Company routinely assesses the financial strength of its customers. As of December 31, 2004 and 2003, the Company had no significant concentrations of credit risk. The Company has not experienced large credit losses in the past. The Company restricts temporary cash investments to investment funds, certificates of deposits, government securities, corporate notes and bonds, municipal securities with high credit ratings.

Inflation and currency risk

The Polish government has adopted policies that in recent years have lowered and made more predictable the country’s level of inflation. The annual rate of inflation was approximately 1.1% in 2002, 1.7% in 2003 and 3.5% in 2004. Using average National Bank of Poland exchange rates for the full year, the zloty in comparison to the U.S. Dollar appreciated by 9% in 2004, 2.6% in 2003 and 3.7% in 2002.

Contingence liabilities

The Company does not have any contingence liabilities and derivative instruments as of December 31, 2004.

F-15

Przedsiebiorstwo “POLMOS” Białystok

Spółka Akcyjna

NOTES TO FINANCIAL STATEMENTS

Amounts in columns expressed in thousands of U.S. dollars

11. Related party transactions

The Company was owned 100% by the State Treasury until its privatization. Therefore payments due to the State can be recognized as related party transactions.

The payments made to the State Treasury consist primarily of VAT (sales tax), excise tax, income tax and dividends and the retirement of shares presented as a liability to shareholders.

The Company’s main supplier of spirits used for production is Polmos Torun S.A. (“Polmos Torun”), that is owned by the State Treasury. Polmos Torun supplies approximately 65%-70% of the total value of rectified spirit purchased by the Company. The total value of spirits purchased by the Company from Polmos Torun was $14,541 thousand in 2004 and $8,497 thousand in 2003.

The accounts payable to Polmos Torun as at December 31, 2004 was $1,520 thousand and as at December 31, 2003 was $1,765 thousand.

12. Liabilities to stockholders

On December 16, 2004 the Company repurchased from the State Treasury and retired 5,000,000 shares. The fair value of the shares purchased was $67,731 thousand (PLN 210,250 thousand). As of December 31, 2004 the amount due was unpaid and is reflected as a liability to the State Treasury. The excess of the value of retired shares over their nominal value was recognized as a decrease of the retained earnings amounting $51,624 thousand (PLN 160,250 thousand). As of December 31, 2004 the amount of a liability to the State Treasury, increased to $70,308 thousand due to exchange rate changes. This liability to the State Treasury was paid in July 2005.

13. Subsequent events

On July 11, 2005 the Polish State Treasury concluded the share sale agreement to sell 61% of Polmos Białystok to Central European Distribution Corportion for a total purchase price of 1.06 billion PLN, conditional upon obtaining the Anti-monopoly Office approval. On October 12, 2005 following approval from the Anti-monopoly Office, the State Treasury closed the share sale agreement.

F-16

EX-99.4

Exhibit 99.4

Central European Distribution Corporation

Pro Forma Combined Condensed Financial Information

The unaudited pro forma combined condensed income statements combine the historical consolidated statements of income of Central European Distribution Corporation (“CEDC”), Botapol Holding B.V (“Botapol”) and Przedsiebiorstwo “Polmos” Bialystok S.A. (“Polmos Bialystok”) giving effect to the acquisitions as well as other relevant events as if they had occurred on January 1, 2004. The unaudited pro forma combined condensed balance sheet combines the historical consolidated balance sheet of CEDC and the historical consolidated balance sheet of Botapol and Polmos Bialystok giving effect to the acquisitions as well as other relevant events as if they had occurred on June 30, 2005.

CEDC has accounted for the acquisitions of Botapol and Polmos Bialystok using the purchase method in accordance with SFAS 141, “Business Combinations”, and has allocated the aggregate purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.

The pro forma combined condensed information does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and therefore should be read in conjunction with:

• the historical financial statements of CEDC included in its Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on March 15, 2005;

• the historical financial statements of Botapol for the six months ended June 30, 2005, and for the year ended December 31, 2004, included as Exhibits 99.2 and 99.3, respectively, to CEDC’s Current Report on Form 8-K/A, dated August 17, 2005, filed with the Securities and Exchange Commission on October 17, 2005; and

• the historical financial statements of Polmos Bialystok for the six months ended June 30, 2005, and for the year ended December 31, 2004, included as Exhibits 99.2 and 99.3, respectively, to CEDC’s Current Report on Form 8-K/A, dated October 12, 2005, filed with the Securities and Exchange Commission on October 17, 2005, and to which this Exhibit 99.4 is an exhibit.

The pro forma adjustments do not reflect operating efficiencies and cost savings that may be achievable with respect to the newly acquired company. The pro forma adjustments do not include any adjustments to the historical operating data for future changes in selling prices or changes in operations.

The allocation of the purchase price in the acquisition as reflected in these unaudited pro forma combined condensed financial statements has been based upon preliminary estimates of the fair value of assets acquired and liabilities assumed as of the date of the acquisition. Management, with the assistance of independent valuation specialists, is currently assessing the fair values of the tangible and intangible assets acquired and liabilities assumed. This preliminary allocation of the purchase price is based on available public information and is dependent upon certain estimates and assumptions, which are preliminary and have been made solely for the purpose of developing such pro forma combined condensed financial information.

The pro forma combined condensed financial information is presented for illustrative purposes only and is not intended to be indicative of the financial position and operating results that would have occurred if the acquisition had been consummated in accordance with the assumptions set forth below nor is it intended to be a forecast of future operating results or financial position.

Central European Distribution Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet Information

June 30, 2005

Amounts in columns expressed in thousands of USD

	Historical CEDC		Historical Botapol	Historical Polmos Białystok		Pro forma Adjustments			Pro forma Adjustments			Total Pro forma CEDC with Botapol and Polmos Białystok
CURRENT ASSETS
Cash & cash equivalents	18,497		6,267	12,669		399,263		C	116,558		C
						(11,200	)	C	(4,600	)	C
						(1,400	)	A1	(111,958	)	A2
						(147,473	)	A1	(13,123	)	A2
						(208,842	)	A1
						(22	)	B1				54,636
Restricted cash	—		—	1,204		208,842		A1	(205,042	)	A2
									(3,800	)	A2	1,204
Short Term Financial Investments	—		—	31,042		—						31,042
Securities subject to repurchase agreements				50,996		—						50,996
Trade Accounts Receivable	102,373		28,035	20,697		(7,941	)	E1	(13,054	)	E2
						8,343		B1	—
						3,743		B1	1,910		B2	144,106
Inventories	52,182		10,732	4,727		—						67,641
Prepaid expenses and other current assets	9,305		3,559	3,167		(189	)	B1	—			15,842
Deferred income taxes	916		2,111	2,502		—			—			5,529
TOTAL CURRENT ASSETS	183,273		50,704	127,004		243,124			(233,109	)		370,996
Goodwill, net	53,994		—			70,334		B1	187,289		B2	311,617
Intangible assets, net	1,954		10,560	119		158,686		B1	122,065		B2
						(34	)	B1	—			293,350
Tangible fixed assets, net	14,580		10,316	9,419		1,784		B1	—			36,099
Deferred income taxes	1,669		—	747		(711	)		511		B2,C	2,216
Other assets	1,868		4	193		—						2,065
TOTAL ASSETS	257,338		71,584	137,482		473,183			76,756			1,016,343
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade accounts payable	88,295		6,283	4,097		(7,941	)	E1	(13,054	)	E2
						(3	)	B1				77,677
Short term loans and overdraft facilities	30,048		3,909	—		(3,909	)	B1				30,048
Current portion of long term debt	209		—	—		—						209
Current portion of obligations under capital leases	2,495		1,040	—		—						3,535
Taxes Payables	2,749		13,832	30,111		—						46,692
Liabilities to shareholders	—		—	62,834		—						62,834
Other accrued liabilities	4,632		18,190	1,631		(287	)	B1	—			24,166
TOTAL CURRENT LIABILITIES	128,428		43,254	98,673		(12,140	)		(13,054	)		245,161
Long-term debt, less current maturities	1,674		—	—		399,263		C	—
						(11,200	)	C	—			389,737
Long-term obligations under capital leases	1,240		392	—		—						1,632
Employee benefits	—		—	3,929		—						3,929
Common Stock	170		3,616	26,288		(3,616	)	D	(26,288	)	D
						34		A1	34		A2	238
Additional paid-in-capital	58,296		9,192			125,164		A1	116,524		A2
						(9,192	)	D	—			299,984
Retained earnings	62,586		8,731	(8,820	)	(8,731	)	D	8,820		D
									(3,727	)	C	58,859
Accumulated other comprehensive loss	5,094		6,399	17,412		(6,399	)	D	(17,412	)	D	5,094
Less Treasury Stock at cost	(150	)	—			—			—			(150	)
TOTAL STOCKHOLDERS’ EQUITY	125,996		27,938	34,880		97,260			77,951			364,025
MINORITY INTERESTS	—		—	—		—			11,859		B2	11,859
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	257,338		71,584	137,482		473,183			76,756			1,016,343

Central European Distribution Corporation

Unaudited Pro Forma Condensed Combined Income Statement Information

Six month ended June 30, 2005

Amounts in columns expressed in thousands of USD (except per share data)

	Historical CEDC		Historical Botapol		Historical Polmos Bialystok		Pro forma Adjustments			Pro forma Adjustments			Total Pro forma CEDC with Botapol and Polmos Bialystok
Net sales	314,251		38,551		41,057		(9,863	)	E	(15,690	)	E	368,306
Cost of goods sold	273,663		19,035		25,033		(9,863	)	E	(15,690	)	E
							(1,184	)	E	(764	)	E	290,230
Gross profit	40,588		19,516		16,024		1,184			764			78,076
SG&A	26,367		17,262		6,363		228		F1
							(1,077	)	G				49,143
Operating income	14,221		2,254		9,661		2,033			764			28,933
Interest expense	(1,691	)	(418	)			(7,587	)	C	(8,845	)	C	(18,541	)
Interest income	304		83		203		—						590
Profit/(loss) on securities	—		—		1,233		—						1,233
Foreign Exchange Income/(Losses)	(64	)	(59	)	—		—						(123	)
Other non operating income/(Expenses)	(112	)	(309	)	2,257		—						1,836
Income before income taxes	12,658		1,551		13,354		(5,554	)		(8,081	)		13,928
Income taxes	(2,438	)	(486	)	(2,632	)	1,012		H	1,535		H	(3,009	)
Net income before minority interest	10,220		1,065		10,722		(4,542	)		(6,546	)		10,919
Minority Interest	—		—		—		—			(3,856	)	J	(3,856	)
Net income	10,220		1,065		10,722		(4,542	)		(10,402	)		7,063
Net income per share of common stock, basic	0.61											K	0.30
Net income per share of common stock, diluted	0.60											K	0.29

Central European Distribution Corporation

Unaudited Pro Forma Condensed Combined Income Statement Information

Twelve months ended December 31, 2004

Amounts in columns expressed in thousands of USD (except per share data)

	Historical CEDC			Historical Botapol		Historical Polmos Bialystok		Pro forma Adjustments			Pro forma Adjustments			Total Pro forma CEDC with Botapol and Polmos Bialystok
Net sales	580,744			92,858		81,552		(25,330	)	E	(25,340	)	E	704,485
Cost of goods sold	506,413			39,382		50,976		(25,330	)	E	(25,340	)	E
								972		E	1,096		E	548,169
Gross profit	74,331			53,476		30,576		(972	)		(1,096	)		156,315
SG&A	45,946			33,656		7,357		398		F1
								(3,433	)	G				83,924
Operating income	28,385			19,821		23,219		2,063			(1,096	)		72,391
Interest expense	(2,441	)		(895	)	(16	)	(15,314	)	C	(17,853	)	C	(36,519	)
Interest income	326			59		854		—						1,239
Profit/(loss) on securities	—			—		4,384		—						4,384
Foreign Exchange Income/(Losses)	(19	)		112		—		—						93
Other non operating income/(Expenses)	193			(1,226	)	(756	)	—						(1,789	)
Income before income taxes	26,444			17,870		27,685		(13,251	)		(18,949	)		39,799
Income taxes	(4,614	)		(3,751	)	(5,310	)	2,442		H	3,600		H	(7,633	)
Net income before minority interest	21,830			14,119		22,375		(10,809	)		(15,349	)		32,166
Minority Interest	—			—		—		—			(7,306	)	J	(7,306	)
Net income	21,830			14,119		22,375		(10,809	)		(22,655	)		24,860
Net income per share of common stock, basic	1.31		K										K	1.04
Net income per share of common stock, diluted	1.28		K										K	1.02

Central European Distribution Corporation

Notes to the Unaudited Pro Forma Condensed Combined Financial Information

Amounts in columns expressed in thousands of USD (except per share data)

A. ACQUISITIONS

1) Botapol Holding B.V.

On August 17, 2005, CEDC completed its acquisition of 100% of the outstanding capital stock of Botapol (the “Botapol Acquisition”) pursuant to its share sale agreement, dated June 27, 2005, with Takirra Investment Corporation N.V., Rémy Cointreau S.A. (“Rémy”) and Botapol Management B.V. (an indirect subsidiary of Rémy). Botapol owns 100% of the outstanding capital stock of both Bols Sp. z. o.o. (“Bols”), its principal operating subsidiary, and Hillcroft Sp. z o.o. (“Hillcroft”). According to the share sale agreement, the purchase price for Botapol was $270.0 million, payable in a combination of cash and shares of CEDC common stock. At closing, CEDC paid $147.5 million in cash and issued 3,382,838 shares of its common stock. Up to $5.0 million of the cash consideration may be reimbursed if the weighted average of the closing price of CEDC’s common stock exceeds $40.65 per share over the four weeks immediately preceding the date that is eighteen months after the closing of the Botapol Acquisition.

Total consideration for the acquisition consisted of the following:

Cash consideration	$	147,473
3,382,838 shares of CEDC common stock at $37.01 per share		125,198
Acquisition costs (estimated)		1,400
	$	274,071

Upon closing of the acquisition the price per share for the 3,382,838 shares of common stock of CEDC was valued at $37.01 based on the closing market price of CEDC common stock for the two days before and the two days after the acquisition announcement date (June 27, 2005). The stock portion of the purchase price is subject to a one-year lock-up period and is entitled to certain customary demand and piggy-back registration rights after the end of the lock-up period. The cash portion of the purchase price was financed by the proceeds of CEDC’s issuance in July 2005 of EUR 325.0 million ($399.3 million using 1.2285 euro exchange rate as of August 17, 2005) of 8% Senior Secured Notes due 2012 (“Notes”).

2) Przedsiebiorstwo “Polmos” Białystok S.A.

On July 11, 2005, CEDC signed a share purchase agreement with the Polish Treasury Ministry to purchase 61% of the outstanding capital stock of Polmos Bialystok, Poland’s second largest producer of vodka, for a total purchase price of PLN 1.06 billion ($317 million based on the exchange rate as at June 30, 2005). On October 12, 2005, upon receipt of approvals from the Polish anti-monopoly office, the transaction was closed. The acquisition has been funded with the remaining portion of proceeds from the issuance of the Notes ($208.8 million) and the proceeds from the private placement of CEDC shares (see note C). In addition to the shares purchased from the Polish Treasury, CEDC acquired approximately 5% of the outstanding capital stock on the open market for total consideration of PLN 43.2 million ($ 13.1 million), thus raising total ownership to 66%.

Total consideration for the acquisition consisted of the following:

Cash consideration paid to the Polish Treasury	$	317,000
Cash paid on the open market		13,123
Acquisition costs (estimated)		3,800
	$	333,923

B. DETERMINATION OF GOODWILL

1) Botapol

In connection with the preparation of the pro forma condensed combined balance sheet information at June 30, 2005 the book values of certain assets are adjusted to estimated fair values as follows:

Cost of acquisition of Botapol	$	274,071
Historical net assets of Botapol		(27,938	)
Fair value adjustment to tangible fixed assets		(1,784	)
Fair value of Bols and Soplica trade marks		(158,686	)
Other adjustments		(15,329	)
Preliminary Goodwill	$	70,334

Other adjustments reflect the result of conforming accounting policies related to the valuation of Botapol’s accounts receivable with the policies used by CEDC ($3,032 thousand), recognition of the accounts receivable resulting from the indemnification for the tax charges related to the previous periods based on the Tax Deed that CEDC entered into on August 17, 2005 with Rémy ($8,343 thousand) as well as an elimination of the assets and liabilities of the entity not acquired ($3,954 thousand).

2) Polmos Bialystok

In connection with the preparation of the pro forma condensed combined balance sheet information at June 30, 2005 the book values of certain assets are adjusted to estimated fair values as follows:

Cost of acquisition of Polmos Bialystok	$	333,923
Historical net assets of Polmos Bialystok		(34,880	)
66% share of fair value of trade marks		(122,065	)
Minority Interest held by other investors		11,859
Other adjustment		(1,548	)
Preliminary Goodwill	$	187,289

“Other adjustment” reflects the result of conforming accounting policies related to the valuation of the Polmos Bialystok accounts receivable with the policies used by CEDC.

In accordance with SFAS 142,”Goodwill and Other Intangible Assets”, goodwill is not amortized. The allocation of the excess purchase price to goodwill may be revised upon completion of an independent valuation with regard to the acquisition of the tangible and intangible business assets acquired. CEDC does not expect material adjustments from the completion of this process.

C. FINANCING OF ACQUISITIONS

To finance the Botapol Acquisition and the Polmos Bialystok acquisition CEDC issued EUR 325.0 million ($399.3 million using 1.2285 euro exchange rate as of August 17, 2005) of 8% Senior Secured Notes due 2012. The Notes will accrue interest at a rate equal to 8% per annum. The interest will be payable semi-annually. The Notes issuance fee amounting to $11.2 million will be amortized using the effective interest method.

The cash consideration portion of the Botapol Acquisition was financed by the release from escrow of $190.5 million of the proceeds from the issuance of the Notes ($147.5 million of cash consideration, $11.2 notes issuance fee, $1.4 million of estimated acquisition cost and $30.4 million of cash for working facilities). The remaining $208.8 million of the Notes proceeds was released from escrow for the closing of the Polmos Bialystok acquisition.

Moreover for the financing of the Polmos Bialystok acquisition, CEDC privately placed 3,360,000 shares of its common stock at $34.69 per share, for gross proceeds of approximately $116.5 million. The per share price represents a 7% discount to the trailing 15-day closing average share price. The net proceeds amounted to $111.0 million.

The interest expenses amounts and amortization of issuance costs using the effective interest method resulting from the issuance of Notes amounts are as follows:

	Botapol			Polmos Bialystok
Interest expenses amount year ended December 31, 2005	$	(17,853	)	$	(15,314	)
Interest expenses amount six months ended June 30, 2005	$	(8,845	)	$	(7,587	)

D. ELIMINATION OF ACQUIRED COMPANIES SHAREHOLDERS’ EQUITY ACCOUNTS

The following adjustments are made to eliminate the June 30, 2005 stockholders’ equity accounts of Botapol and Polmos Bialystok:

	June 30, 2005
	Botapol			Polmos Bialystok
Common Stock	$	(3,616	)	$	(26,288	)
Additional paid in capital		(9,192	)		—
Retained earnings		(8,731	)		8,820
Accumulated other comprehensive income		(6,399	)		(17,412	)
	$	(27,938	)	$	(34,880	)

E. ELIMINATION OF INTERCOMPANY TRANSACTIONS

The following adjustments are made to eliminate the June 30, 2005 and December 31, 2004 intercompany transactions in the consolidated income statement and balance sheet:

1) Botapol

	June 30, 2005			December 31, 2004
Sales from Botapol to CEDC	$	(9,863	)	$	(25,330	)
Movement in intercompany unrealized profit in inventory	$	(1,184	)	$	972

Intercompany accounts payable between CEDC and Botapol as at the June 30, 2005 $ (7,941 )

2) Polmos Bialystok

	June 30, 2005			December 31, 2004
Sales from Polmos Bialystok to CEDC	$	(15,690	)	$	(25,340	)
Movement in intercompany unrealized profit in inventory	$	(764	)	$	1,096

Intercompany accounts payable between CEDC and Polmos Bialystok as at the June 30, 2005 $ (13,054 )

F. TANGIBLE ASSETS FAIR VALUE ADJUSTMENT

1) Botapol

The increase to fair market value of the acquired tangible assets subsequently increases the historical depreciation expense for 2004 and the six months ended June 30, 2005 of $398 thousand and $228 thousand, respectively.

2) Polmos Bialystok

A final determination of the fair values of Polmos Bialystok tangible assets is in progress. The management does not expect significant changes upon completion of this process.

G. ROYALTY PAYMENTS IN BOTAPOL

According to the trademark agreement signed as a part of the Botapol Acquisition, CEDC received an exclusive perpetual royalty-free right to use the Bols trademark with respect to vodka in Poland and Russia. CEDC will not incur royalties in the future. Rather, the right to the Bols trademark was recognized as the result of the transaction as a component of intangible assets. The trademark has an indefinite useful life and will not be amortized.

The elimination adjustments resulting from this are as follows:

	June 30, 2005		December 31, 2004
Elimination of royalties payment	$	1,077	$	3,433

H. PRO FORMA INCOME TAX ADJUSTMENTS

1) Botapol

The pro forma income tax entry takes the following items into consideration:

	June 30, 2005			December 31, 2004
Elimination of royalties payment	$	(205	)	$	(652	)
Interest and amortized issuance costs related to the Notes		1,442			2,910
Elimination of unrealized profit in inventory		(225	)		185
	$	1,012		$	2,442

2) Polmos Bialystok

	June 30, 2005			December 31, 2004
Interest and amortized issuance costs related to the Notes	$	1,680		$	3,392
Elimination of unrealized profit in inventory		(145	)		208
	$	1,535		$	3,600

The tax rate for both periods equals 19 %

I. PERSONNEL REDUCTIONS

CEDC’s management does not presently anticipate any significant personnel reductions as a result of the acquisition.

J. PRO FORMA MINORITY INTEREST OF INCOME STATEMENT ELIMINATION

As a result of the acquisition of 66% of the outstanding capital stock of Polmos Bialystok the adjustments to reflect the 34% minority interest in the combined condensed income statement were as follows:

	June 30, 2005			December 31, 2004
Elimination of minority interest related to historical Polmos Bialystok Net Income	$	(3,645	)	$	(7,608	)
Elimination of minority interest related to unrealized profit in inventory		(211	)		302
	$	(3,856	)	$	(7,306	)

K. PRO FORMA NET INCOME PER SHARE INFORMATION

Pro forma net income per share information considers the effects of shares issued in connection with the Botapol and Polmos Bialystok transactions (see notes A and C). The shares used for these calculations were follows:

	June 30, 2005		December 31, 2004
	Historical	Pro forma1	Historical	Pro forma1
Basic	16,695	23,438	16,308	23,051
Diluted	17,037	23,780	16,718	23,461

¹ Includes the following:

3,382,838 common shares issued in regard to the Botapol Acquisition

3,360,000 common shares issued in regard to the private placement offering