8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – August 4, 2008

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-18652710
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Bala Plaza, Suite 300 Bala Cynwyd, Pennsylvania	19004
(Address of Principal Executive Offices)	(Zip Code)

(610) 660-7817

(Registrant’s telephone number, including area code)

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 2.02. Results of Operations and Financial Condition.

On August 4, 2008, Central European Distribution Corporation (the “Company”) issued a press release (the “Release”) announcing, among other things, its financial results for the three months ended June 30, 2008. A copy of the Release is furnished herewith as Exhibit 99.1 and incorporated herein by reference. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The Release also announced, among other things, that the Company had raised its full year 2008 fully diluted earnings per share and net sales guidance. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Central European Distribution Corporation on August 4, 2008.

SIGNATURE

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

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Chris Biedermann
	Chris Biedermann
	Vice President and Chief Financial Officer

Date: August 4, 2008

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Central European Distribution Corporation on August 4, 2008.

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Announces Second Quarter 2008 Results; Net Sales up 57% and Operating Income up 70%; Raises Full Year 2008 Guidance

Bala Cynwyd, Pennsylvania August 4, 2008: Central European Distribution Corporation (NASDAQ: CEDC) today announced its results for the second quarter of 2008. Net sales for the three months ended June 30, 2008 increased by 57% to $421.3 million from the $268.6 million reported for the same period in 2007. Operating income increased by 70% to $42.8 million from $25.1 million for the same period in 2007.

On a comparable basis, CEDC announced net income of $24.3 million, or $0.56 per fully diluted share, for the second quarter of 2008, as compared to $13.7 million, or $0.34 per fully diluted share, for the same period in 2007. Net income, on a U.S. GAAP basis (as hereinafter defined) for the second quarter was $46.8 million or $1.08 per fully diluted share, as compared to a net income of $19.9 million or $0.49 per fully diluted share, for the same period in 2007. Generally, the major difference between the U.S. GAAP net income and comparable non-GAAP net income reflects unrealized foreign exchange movements relating to our Senior Note Financing. For a reconciliation of comparable net income to net income reported under United States Generally Accepted Accounting Principles (“GAAP”), please see the section “Unaudited Reconciliation of Non-GAAP Measures”. The weighted average number of shares used for calculating diluted earnings per share for the second quarter of 2008 was 43.3 million.

Some of the Company’s key financial highlights for the second quarter of 2008 as compared to the second quarter of 2007 include the following:

• Sales up 57 %

• Gross margin up to 24.6% from 20.7%

• Operating income up 70%

• Comparable net income up 77%

William Carey, President and CEO commented, “With the first full quarter of consolidation of our Parliament business and approximately one month of earnings from our Whitehall operations we are pleased to see continuing strong underlying growth trends in our overall business. The margin accretion from these Russian investments, as well the approximately 25% increase in sales, are having a significant impact on our operating performance as evidenced by our gross margin increase from 20.7% to 24.6% and strong net income performance.”

Mr. Carey continued, “We continue to see double digit growth coming from our key vodka brands in Poland, led by strong performance from our premium vodka brand Bols. We also continue to see strong consumer demand for imported wines and spirits with sales of our import portfolio up over 40% as compared to the second quarter last year. The strong Polish currency has contributed to keeping our raw material prices down, especially our main cost component, raw spirit.”

Mr. Carey went on to say, “On July 9^th 2008, we closed our 42% investment in the Russian Alcohol Group (the largest vodka producer in Russia) which has positioned our company to take full advantage of the strong growth trends in the mainstream and sub-premium vodka sectors in Russia. We look forward to working with Lion Capital to improve the operating performance of the Russian Alcohol Group and to address potential synergies between our operations.”

Mr. Carey concluded, “As a result of our strong second quarter performance, we are raising our full year 2008 net sales guidance from $1.57-$1.70 billion to $1.65-$1.80 billion and our full year comparable fully diluted earnings per share guidance from $2.65-$2.80 to $2.75-$2.95. We plan to update our full year 2009 guidance in the fall of this year, based on the ongoing performance of our business.”

CEDC has reported net income and fully diluted net income per share in accordance with GAAP and on a non-GAAP basis, referred to in this release as comparable non-GAAP net income. CEDC’s management believes that the non-GAAP reporting giving effect to the adjustments shown in the attached reconciliation provides meaningful information and an alternative presentation useful to investors’ understanding of CEDC’s core operating results and trends. CEDC discusses results and guidance on a comparable basis in order to give investors better insight into underlying business trends from continuing operations. CEDC’s calculation of these measures may not be the same as similarly named measures presented by other companies. These measures are not presented as an alternative to net income computed in accordance with GAAP as a performance measure, and you should not place undue reliance on such measures. A reconciliation of GAAP to non-GAAP measures can be found in the section “Unaudited Reconciliation of Non-GAAP Measures” at the end of this press release.

CEDC is the largest vodka producer in Poland and produces the Absolwent, Zubrowka, Bols and Soplica brands, among others. CEDC currently exports Zubrowka to many markets around the world, including the United States, England, France and Japan. CEDC also produces and distributes Royal Vodka, the top selling vodka in Hungary, and produces Parliament Vodka, the leading premium vodka in Russia.

CEDC also is the leading national distributor of alcoholic beverages in Poland by value, and a leading importer of alcoholic beverages in Poland and Hungary. In Poland, CEDC imports many of the world’s leading brands, including brands such as Carlo Rossi Wines, Concha y Toro wines, Metaxa Brandy, Remy Martin Cognac, Guinness, Sutter Home wines, Grant’s Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher’s Whisky, Campari, Cinzano, Skyy Vodka and Old Smuggler.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Investors are cautioned that forward-looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward-looking statements or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by the securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC’s Form 10-K for the fiscal year ended December 31, 2007, and in other documents filed by CEDC with the Securities and Exchange Commission.

Contact:

Jim Archbold,

Investor Relations Officer

Central European Distribution Corporation

610-660-7817

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)

(Amount in columns expressed in thousands)

	June 30, 2008			December 31, 2007
ASSETS
Current Assets
Cash and cash equivalents	$	365,182		$	87,867
Short term financial assets		—			—
Accounts receivable, net of allowance for doubtful accounts of $31,814 and $29,277 respectively		325,934			316,277
Inventories		210,994			141,272
Prepaid expenses and other current assets		29,723			16,536
Deferred income taxes		8,349			5,141
Total Current Assets		940,182			567,093
Intangible assets, net		772,982			545,697
Goodwill, net		1,026,191			577,282
Property, plant and equipment, net		121,022			79,979
Deferred income taxes		8,449			11,407
Investments in subsidiaries		53,534			—
Other assets		—			710
		1,982,178			1,215,075
Total Assets	$	2,922,360		$	1,782,168
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	208,997		$	172,340
Bank loans and overdraft facilities		226,917			42,785
Income taxes payable		6,688			5,408
Taxes other than income taxes		91,193			101,929
Other accrued liabilities		189,213			71,959
Current portions of obligations under capital leases		2,254			1,759
Total Current Liabilities		725,262			396,180
Long-term debt, less current maturities		30,168			122,952
Long-term obligations under capital leases		3,648			2,708
Long-term obligations under Senior Notes		655,889			344,298
Other long-term accrued liabilities		15,000			—
Deferred income taxes		163,852			100,113
Total Long Term Liabilities		868,557			570,071
Minority interests		12,614			481
Stockholders’ Equity
Common Stock ($0.01 par value, 80,000,000 shares authorized, 46,443,700 and 40,566,096 shares issued at June 30, 2008 and December 31, 2007, respectively)		464			406
Additional paid-in-capital		752,620			429,554
Retained earnings		270,525			205,186
Accumulated other comprehensive income		292,468			180,440
Less Treasury Stock at cost (246,037 shares at June 30, 2008 and December 31, 2007)		(150	)		(150	)
Total Stockholders’ Equity		1,315,927			815,436
Total Liabilities and Stockholders’ Equity	$	2,922,360		$	1,782,168

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

	Three months ended						Six months ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
PROFIT AND LOSS
Sales	$	542,845		$	334,150		$	950,926		$	623,146
Excise taxes		(121,543	)		(65,515	)		(216,004	)		(126,296	)
Net Sales		421,302			268,635			734,922			496,850
Cost of goods sold		317,564			213,081			564,968			394,978
Gross Profit		103,738			55,554			169,954			101,872
Operating expenses		60,895			30,405			101,643			57,807
Operating Income		42,843			25,149			68,311			44,065
Non operating income / (expense), net
Interest (expense), net		(13,297	)		(8,305	)		(24,825	)		(16,954	)
Other financial income / (expense), net		32,000			9,837			41,103			(5,562	)
Other non operating income / (expense), net		(282	)		(1,670	)		(142	)		(2,014	)
Income before taxes		61,264			25,011			84,447			19,535
Income tax expense		12,868			4,714			17,266			3,685
Minority interests		2,491			326			2,744			1,055
Equity in net earnings of affiliates		902			—			902			—
Net income	$	46,807		$	19,971		$	65,339		$	14,795
Net income per share of common stock, basic	$	1.10		$	0.50		$	1.57		$	0.37
Net income per share of common stock, diluted	$	1.08		$	0.49		$	1.54		$	0.37

(Amount in columns expressed in thousands, except share and per share information)

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

(Amount in columns expressed in thousands)

	Six months ended June 30,
	2008			2007
CASH FLOW
Operating Activities
Net income	$	65,339		$	14,795
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		7,331			4,772
Deferred income taxes		1,576			(6,245	)
Minority interests		2,743			1,055
Unrealized foreign exchange (gains) / losses		(39,958	)		(6,172	)
Cost of debt extinguishment		1,156			11,869
Stock options expense		1,678			948
Equity income		(902	)		—
Other non cash items		(32	)		566
Changes in operating assets and liabilities:
Accounts receivable		59,431			50,722
Inventories		(21,533	)		2,315
Prepayments and other current assets		14,211			1,579
Trade accounts payable		(11,628	)		(48,361	)
Other accrued liabilities and payables		(29,258	)		(7,798	)
Net Cash provided by Operating Activities		50,154			20,045
Investing Activities
Investment in fixed assets		(6,172	)		(13,967	)
Proceeds from the disposal of fixed assets		2,694			2,647
Refundable purchase price related to Botapol acquisition		—			5,000
Acquisitions of subsidiaries, net of cash acquired		(366,075	)		(133,992	)
Net Cash used in Investing Activities		(369,553	)		(140,312	)
Financing Activities
Borrowings on bank loans and overdraft facility		71,593			132,524
Payment of bank loans and overdraft facility		(24,158	)		(17,315	)
Payment of Senior Secured Notes		(14,445	)		(95,440	)
Movements in capital leases payable		816			291
Issuance of shares in public placement		233,846			42,355
Net Borrowings on Convertible Senior Notes		304,403			—
Options exercised		1,068			547
Net Cash provided by Financing Activities		573,123			62,961
Currency effect on brought forward cash balances		23,591			2,939
Net Increase / (Decrease) in Cash		277,315			(54,367	)
Cash and cash equivalents at beginning of period		87,867			159,362
Cash and cash equivalents at end of period	$	365,182		$	104,995

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except share and per share information)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
GAAP net income/(loss)	$	46,807		$	19,971		$	65,339		$	14,795
A. Foreign exchange impact related to outstanding Senior Notes		(25,145	)		(7,772	)		(32,366	)		(5,047	)
B. Other acquisition related costs		390			762			659			1,045
C. Cost associated with early retirement of debt								548			9,609
D. Impact of expensing stock options		738			392			1,358			752
E. Other non recurring costs		1,461			307			1,461			307
Comparable non-GAAP net income	$	24,251		$	13,660		$	36,999		$	21,461
Comparable net income per share of common stock, basic	$	0.57		$	0.34		$	0.89		$	0.41
Comparable net income per share of common stock, diluted	$	0.56		$	0.34		$	0.87		$	0.40

Comparable measures are provided as additional information as management believes this information provides investors with better insight on underlying business trends and results in order to evaluate ongoing financial performance. Descriptions of these items are presented below:

A. Represents the net after tax impact of the foreign currency revaluation related to our Senior Secured Notes and Senior Convertible Notes as these borrowings have been pushed down to entities that have the Polish Zloty as the functional currency. The impact of foreign exchange revaluation will change, which may have a material effect on our financial results.

B. Represents other miscellaneous costs, directly related to the tender for additional shares of Polmos Bialystok and other acquisitions in 2007 and pre-acquisition financing costs related to the Parliament acquisition in 2008.

C. Represents the net after tax impact associated with the early retirement of 20% of CEDC’s outstanding Senior Secured Notes, including an 8% one-time redemption premium payment to the Noteholders and write-off of prepaid financing costs in 2007 and costs associated with retirement of $14 million of the Senior Secured Notes in 2008.

D. On January 1, 2006 CEDC adopted SFAS 123(R) and began to expense stock options. This amount represents the net after tax impact of the expensing of stock options.

E. On June 30, 2008, CEDC terminated operations of the German import business acquired as part of the Parliament acquisition and in July 2008, moved all German import operations to a 3^rd party importer. The $1.461 million represents the net loss incurred by the discontinued operation for the 3 months ended June 30, 2008. For 2007, the amount represents one time charges for an early retirement program.

Full Year Guidance, 12 Months Ending December 31,	2008			2009
Range for GAAP Fully Diluted Earnings per Share	$	3.42		$	3.68
	$	3.62		$	3.93
A. Foreign exchange impact related to outstanding Senior Notes		(0.76	)		0.00
B. Other acquisition related costs		0.02			0.00
C. Cost associated with early retirement of debt		0.01			0.00
D. Impact of expensing stock options		0.03			0.07
E. Other non-recurring items		0.03
Range for Comparable non-GAAP Fully Diluted Earnings per Share	$	2.75		$	3.75
	$	2.95		$	4.00

Comparable measures are provided as additional information as management believes this information provides investors with better insight on underlying business trends and results in order to evaluate ongoing financial performance. Descriptions of these items are presented below:

A. Represents the net after tax impact of the foreign currency revaluation related to our Senior Secured Notes and Senior Convertible Notes as these borrowings have been pushed down to entities that have the Polish Zloty as the functional currency. The impact of foreign exchange revaluation will change, which may have a material effect on our financial results.

B. Represents pre-acquisition financing costs related to the Parliament acquisition in 2008.

C. Represents the net after tax costs associated with retirement of $14 million of the Senior Secured Notes in 2008.

D. On January 1, 2006 CEDC adopted SFAS 123(R) and began to expense stock options. This amount represents the net after tax impact of the expensing of stock options.

E. On June 30, 2008, CEDC terminated operations of the German import business acquired as part of the Parliament acquisition and in July 2008, moved all German import operations to a 3^rd party importer. The $1.461 million represents the net loss incurred by the discontinued operation for the 3 months ended June 30, 2008.