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) – November 3, 2009

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-24341	54-1865271
(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 November 3, 2009, Central European Distribution Corporation (the “Company”) issued a press release (the “Release”) announcing, among other things, its financial results for the three months ended September 30, 2009. 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 reconfirmed its full year 2009 and 2010 net sales and comparable fully diluted earnings per share 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 November 3, 2009.

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: November 3, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Central European Distribution Corporation on November 3, 2009.

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Announces Third Quarter 2009 Results

Bala Cynwyd, Pennsylvania November 3, 2009: Central European Distribution Corporation (NASDAQ: CEDC) today announced its results for the third quarter of 2009. Net Sales for the three months ended September 30, 2009 were $390.1 million as compared to $452.4 million reported for the same period in 2008, which represents a decline of 14% driven primarily by the 35% average devaluation of our primary functional currencies as well as the effects of consolidation of the Russian Alcohol Group in 2009.

CEDC announced net income on a U.S. GAAP basis (as hereinafter defined) for the quarter was $47.1 million or $0.80 per fully diluted share, as compared to net loss of $0.73 million or $0.02 per fully diluted share, for the same period in 2008. On a comparable basis, CEDC announced net income of $27.15 million, or $0.49 per fully diluted share, for the third quarter of 2009, as compared to $40.52 million, or $0.88 per fully diluted share, for the same period in 2008, which represents a 33% decline in net income for the period driven primarily by the 35% average devaluation of our primary functional currencies described above. As a result of the renegotiated agreements between CEDC and Lion Capital concluded in April 2009 for the staged acquisition of the equity tranches in RAG held by Lion Capital, these results include the consolidation beginning in the second quarter of 2009 of the Russian Alcohol Group, which was previously accounted for as an equity investment. The major difference between the U.S. GAAP net income and comparable non- GAAP net income reflects unrealized foreign exchange movements relating to our foreign currency denominated financing, which are more fully described below under the heading “Unaudited Reconciliation of Non-GAAP Measures” and a one-time net gain on the revaluation of our initial equity investment in the Russian Alcohol Group realized in connection with the initial consolidation of the Russian Alcohol Group financials in the second quarter of 2009. The weighted average number of shares used for calculating diluted earnings per share on a comparable basis for the third quarter of 2009 was 55.5 million, whereas for U.S. GAAP purposes the weighted average number of shares was 58.8 million, with the difference due to 3.3 million shares not yet issued, but to be issued in the future, as part of the agreement with Lion Capital referred to above. For a reconciliation of comparable net income to net income reported under United States Generally Accepted Accounting Principles (“U.S. GAAP”), please see the section “Unaudited Reconciliation of Non-GAAP Measures”.

William Carey, President and CEO commented, “Our primary objective for this year has been to improve margins, streamline costs, grow market share and generate strong cash flow while operating in a soft consumer environment. We feel we continue to execute on these objectives as well as positioning the Company with our recent acquisitions of the minority ownership in our Parliament business and a portion of the minority ownership of the Russian Alcohol Group, for stronger top line growth and substantial synergies to begin early next year.”

Mr. Carey continued, “The company has continued its strategic portfolio reduction of low value/margin products in its distribution business in Poland which should be completed by the fourth quarter of 2009. The company is continuing to focus its core strategy on higher margin owned and imported lines and we believe that as the consumer demand starts to rebound the company should be well positioned with its overall strategy and superior product line to benefit from this top line expansion of its higher margin business.”

Mr. Carey continued, “Our cost cutting initiatives, which will be continuing through the end of the year 2009 as well as the continued low spirit pricing in our markets are contributing to enhanced margins in our business with gross margins to reach 36%-37% and operating margins to reach 17.5%-18.5% in the fourth quarter of 2009”

Mr. Carey also said, “As we move into the fourth quarter of 2009, we have launched two new lower mainstream vodkas in Russian where our current product portfolio does not address. We believe that the middle class will continue to evolve in Russia over the next three to five years which should drive the growth of the mainstream and sub-premium sectors in Russia where we currently are market leaders. Our export and import portfolios continue to show strong growth over third quarter 2008 even in the face of market softness and we believe we are well positioned to accelerate top line growth as regional and global consumer demand picks up”

The Company reconfirms its full year 2009 net sales guidance of $1.58 - $1.70 billion and its full year comparable fully-diluted earnings per share guidance of $2.35 - $2.50. The Company also reconfirms its full year 2010 net sales guidance of $1.80-$2.00 billion and its full year comparable fully-diluted earnings per share guidance of $3.00-$3.15.

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 sub-premium vodka in Russia. CEDC also has an equity stake in the Russian Alcohol Group which produces Green Mark, the number one selling vodka in Russia along with Zhuravli, another top-selling sub-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. CEDC is also a leading importer of premium spirits and wines in Russia with such brands as Hennessey, Moet & Chandon and Concha y Toro, among others.

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements regarding expected sales and earnings guidance, expected gross margins and operating margins, expectations of increased consumer demand for our products, cost reduction and working capital inititatives, our planned buy-outs of the minority interest in Parliament, our ability to complete and fund our acquisition of Russian Alcohol, and expected results of, and synergies relating to, our Russian businesses. Forward looking statements are based on our knowledge of facts as of the date hereof and 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 our forward looking statements.

Investors are cautioned that forward looking statements are not guarantees of future performance, developments after the date hereof may have a material effect on any forward-looking statements we make and, accordingly, 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 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, 2008, including statements made under the captions “Item 1A. Risks Relating to Our Business” and in other documents filed by CEDC with the Securities and Exchange Commission as well as risks arising from current credit market and economic conditions globally and in the markets in which we operate.

Contact:

In the U.S.:

Jim Archbold

Investor Relations Officer

Central European Distribution Corporation

610-660-7817

In Europe:

Anna Załuska

Corporate PR Manager

Central European Distribution Corporation

48-22-456-6001

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)

Amounts in columns expressed in thousands

(except share information)

	September 30, 2009			December 31, 2008 (as adjusted)
ASSETS
Current Assets
Cash and cash equivalents	$	255,535		$	107,601
Accounts receivable, net of allowance for doubtful accounts of $52,597 and $22,156 respectively		408,948			430,683
Inventories		215,754			180,304
Prepaid expenses and other current assets		69,916			22,894
Deferred income taxes		42,277			24,386
Total Current Assets		992,430			765,868
Intangible assets, net		772,327			570,505
Goodwill, net		1,709,591			745,256
Property, plant and equipment, net		219,558			92,221
Deferred income taxes		36,981			12,886
Equity method investment in affiliates		63,164			189,243
Subordinated loans to affiliates		—			107,707
Total Non-Current Assets		2,801,621			1,717,818
Total Assets	$	3,794,051		$	2,483,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	191,621		$	234,948
Bank loans and overdraft facilities		161,350			109,552
Income taxes payable		5,302			7,227
Taxes other than income taxes		130,237			125,774
Other accrued liabilities		94,080			80,270
Current portions of obligations under capital leases		1,802			2,385
Deferred consideration		118,594			—
Total Current Liabilities		702,986			560,156
Long-term debt, less current maturities		364,573			170,510
Long-term obligations under capital leases		1,659			2,194
Long-term obligations under Senior Notes		649,973			633,658
Long-term deferred consideration		359,043			—
Long-term accruals		3,183			5,806
Deferred income taxes		209,589			106,485
Total Long Term Liabilities		1,588,020			918,653
Redeemable noncontrolling interests in Whitehall Group		22,705			33,642
Stockholders’ Equity
Common Stock ($0.01 par value, 80,000,000 shares authorized, 58,211,236 and 47,344,874 shares issued at September 30, 2009 and December 31, 2008, respectively)		582			473
Additional paid-in-capital		985,780			816,490
Retained earnings		359,799			186,588
Accumulated other comprehensive income / (loss)		112,070			(46,772	)
Less Treasury Stock at cost (246,037 shares at September 30, 2009 and December 31, 2008, respectively)		(150	)		(150	)
Total CEDC Stockholders’ Equity		1,458,081			956,629
Noncontrolling interests in subsidiaries		22,259			14,606
Total Equity		1,480,340			971,235
Total Liabilities and Stockholders’ Equity	$	3,794,051		$	2,483,686

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

Amounts in columns expressed in thousands

(except per share information)

	Three months ended						Nine months ended
	September 30, 2009			September 30, 2008 (as adjusted)			September 30, 2009			September 30, 2008 (as adjusted)
Sales	$	577,287		$	586,038		$	1,407,475		$	1,536,964
Excise taxes		(187,188	)		(133,597	)		(437,379	)		(349,601	)
Net Sales		390,099			452,441			970,096			1,187,363
Cost of goods sold		260,269			336,609			659,408			901,577
Gross Profit		129,830			115,832			310,688			285,786
Operating expenses		80,040			62,992			198,664			164,635
Operating Income before fair value adjustments		49,790			52,840			112,024			121,151
Contingent consideration true-up		(15,000	)		—			(15,000	)		—
Gain on remeasurement of previously held equity interest		—			—			225,605			—
Impairment charge		—			—			(20,309	)		—
Operating Income		34,790			52,840			302,320			121,151
Non operating income / (expense), net
Interest (expense), net		(17,379	)		(16,550	)		(51,516	)		(42,822	)
Other financial income / (expense), net		58,112			(34,730	)		25,181			6,373
Amortization of deferred charges / (expense), net		(16,192	)		—			(27,423	)		—
Other non operating (expense), net		(319	)		(423	)		(8,961	)		(565	)
Income before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		59,012			1,137			239,601			84,137
Income tax benefit / (expense)		(11,584	)		68			(46,359	)		(16,691	)
Equity in net earnings of affiliates		956			1,087			(17,013	)		1,989
Net income	$	48,384		$	2,292		$	176,229		$	69,435
Less: Net income attributable to noncontrolling interests in subsidiaries		47			657			2,185			2,486
Less: Net income attributable to redeemable noncontrolling interests in Whitehall Group		1,191			2,361			833			3,276
Net income /(loss) attributable to CEDC	$	47,146		($	726	)	$	173,211		$	63,673
Net income / (loss) per share of common stock, basic	$	0.85		($	0.02	)	$	3.41		$	1.48
Net income / (loss) per share of common stock, diluted	$	0.80		($	0.02	)	$	3.19		$	1.45

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)

Amounts in columns expressed in thousands

	Nine months ended September 30,
	2009			2008 (as adjusted)
Operating Activities
Net income	$	176,228		$	69,435
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		10,233			11,586
Deferred income taxes		(34,673	)		(6,051	)
Unrealized foreign exchange (gains) / losses		(29,190	)		(1,212	)
Cost of debt extinguishment		—			1,156
Stock options expense		2,862			2,798
Hedge revaluation		9,160			—
Equity income in affiliates		17,013			(1,989	)
Gain on remeasurement of previously held equity interest, net of impairment		(153,778	)		—
Other non cash items		6,121			(1,290	)
Changes in operating assets and liabilities:
Accounts receivable		163,863			45,352
Inventories		3,903			(24,784	)
Prepayments and other current assets		9,929			10,922
Trade accounts payable		(73,810	)		(20,113	)
Other accrued liabilities and payables		(13,194	)		(39,146	)
Net Cash provided by Operating Activities		94,667			46,664
Investing Activities
Investment in fixed assets		(8,155	)		(15,717	)
Proceeds from the disposal of fixed assets		3,186			7,628
Purchase of financial assets		—			(103,500	)
Acquisitions of subsidiaries, net of cash acquired		(40,764	)		(547,575	)
Net Cash used in Investing Activities		(45,733	)		(659,164	)
Financing Activities
Borrowings on bank loans and overdraft facility		26,134			95,219
Borrowings on long-term bank loans		—			43,192
Payment of bank loans, overdraft facility and other borrowings		(93,643	)		(31,935	)
Payment of long-term borrowings		(601	)		—
Net Borrowings of Senior Secured Notes		—			—
Payment of Senior Secured Notes		—			(20,197	)
Repayment of obligation to former shareholders		(28,814	)		—
Hedge closure		(1,940	)		—
Movements in capital leases payable		(1,015	)		1,408
Issuance of shares in public placement		179,579			233,845
Transactions with equity holders		(7,876	)		—
Net Borrowings on Convertible Senior Notes		—			304,403
Options exercised		817			1,293
Net Cash provided by Financing Activities		72,641			627,228
Currency effect on brought forward cash balances		26,359			(12,855	)
Net Increase / (Decrease) in Cash		147,934			1,873
Cash and cash equivalents at beginning of period		107,601			87,867
Cash and cash equivalents at end of period	$	255,535		$	89,740
Supplemental Schedule of Non-cash Investing Activities
Common stock issued in connection with investment in subsidiaries	$	51,196		$	86,532
Supplemental disclosures of cash flow information
Interest paid	$	64,158		$	40,161
Income tax paid	$	17,092		$	13,354

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

Amounts in columns expressed in thousands

(except per share information)

For the 3 months ending	GAAP																					Comparable
	Sep 30, 2009			A			B			C			D			E			F			Sep 30, 2009
Sales	$	577,287		$	0		$	0		$	0		$	0		$	0		$	0		$	577,287
Excise taxes		(187,188	)		0			0			0			0			0			0			(187,188	)
Net Sales		390,099			0			0			0			0			0			0			390,099
Cost of goods sold		260,269			0			0			0			0			0			0			260,269
Gross Profit		129,830			0			0			0			0			0			0			129,830
Operating expenses		80,040			0			0			0			0			0			(1,433	)		78,607
Operating Income before fair value adjustments		49,790			0			0			0			0			0			1,433			51,223
Contingent consideration true-up		(15,000	)		0			0			0			15,000			0			0			0
Gain on remeasurement of previously held equity interest		0			0			0			0			0			0			0			0
Impairment Charge		0			0			0			0			0			0			0			0
Operating Income		34,790			0			0			0			15,000			0			1,433			51,223
Non operating income / (expense), net
Interest income / (expense), net		(17,379	)		0			0			0			0			984			0			(16,395	)
Other financial income / (expense), net		58,112			(43,722	)		(14,079	)		0			0			0			0			311
Amortization of deferred charges / (expense), net		(16,192	)		0			0			16,192			0			0			0			0
Other non operating income / (expense), net		(319	)		0			0			0			0			0			459			140
Income / (loss) before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		59,012			(43,722	)		(14,079	)		16,192			15,000			984			1,892			35,279
Income tax benefit / (expense)		(11,584	)		8,307			2,957			(3,076	)		(2,850	)		(187	)		(378	)		(6,812	)
Equity in net earnings of affiliates		956			0			0			0			0			0			0			956
Net income / (loss)	$	48,384		($	35,415	)	($	11,122	)	$	13,116		$	12,150		$	797		$	1,514		$	29,424
Less: Net income / (loss) attributable to noncontrolling interests in subsidiaries		47			0			(4,671	)		5,709			0			0			0			1,085
Less: Net income attributable to redeemable noncontrolling interests in Whitehall Group		1,191			0			0			0			0			0			0			1,191
Net income /(loss) attributable to CEDC	$	47,146		($	35,415	)	($	6,451	)	$	7,406		$	12,150		$	797		$	1,514		$	27,148
Number of fully diluted shares		58,827									(3,327	)											55,500
Net income per share of common stock, diluted		0.80																					0.49

A. Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR liabilities as a majority of these have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency. The impact of foreign exchange revaluation is inherently unpredictable and we have not forecasted the impact thereof; changes in foreign exchange revaluation may have a material effect on our financial results.

B. Represents the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of the Russian Alcohol Group as it has the Russian Ruble as its functional currency. The amount has been adjusted to reflect only the CEDC portion of foreign exchange gains or losses of the Russian Alcohol Group and does not include the portion attributable to the minority shareholders. The impact of foreign exchange revaluation is inherently unpredictable and we have not forecasted the impact thereof; changes in foreign exchange revaluation may have a material effect on our financial results

C. The Company has recorded deferred payments to Lion in connection with the RAG acquisition on the balance sheet at fair value and amortizes this discount as a non cash amortization expense over the payment period and records its investment in RAG as if it owned Lions shares. This adjustment (a) eliminates the non-cash amortization (b) increases the minority interest for the net profit attributable to the shares held by Lion Capital to reflect CEDC results as if it owned 58% of RAG without amortization of the deferred payments to Lion and (c) adjusts the fully diluted shares to reduce by shares not yet issued to Lion Capital but will be issued in the future in connection with CEDC’s acquisition of Lion Capital’s remaining interest in RAG

D. As of January 2009, ASC Topic 805 “Business Combinations” (SFAS No. 141R) no longer allows for adjustments to purchase through balance after the initial reporting period. This amounts represents true up of the consideration paid to the original sellers for the Russian Alcohol Group that was settled in the 3^rd quarter of 2009, as this period is after the expiration of the initial measurement period, the consideration is expensed to the P&L.

E. In May 2008, the FASB issued FSP APB 14-1, which impacts the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements. FSP APB 14-1 will impact the accounting associated with our $310.0 million senior convertible notes. This FSP requires us to recognize additional non-cash interest expense on a retrospective basis, based on the market rate for similar debt instruments without the conversion feature. Furthermore, it requires recognizing interest expense in prior periods pursuant to the retrospective accounting treatment. FSP APB 14-1 has become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable.

F. As of January 2009, ASC Topic 805 “Business Combinations” (SFAS No. 141R) cost associated with acquisitions are no longer included in the purchase price allocation, rather are expensed directly to the P&L. These amounts represents other miscellaneous costs, directly related to acquisition costs related of the Parliament acquisition in 2008 and RAG in 2009.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

Amounts in columns expressed in thousands

(except per share information)

For the 3 months ending	GAAP											Comparable
	Sep 30, 2008			A			B		C			Sep 30, 2008
Sales	$	586,038		$	0		$	0	$	0		$	586,038
Excise taxes		(133,597	)		0			0		0			(133,597	)
Net Sales		452,441			0			0		0			452,441
Cost of goods sold		336,609			0			0		0			336,609
Gross Profit		115,832			0			0		0			115,832
Operating expenses		62,992			0			0		(1,433	)		61,559
Operating Income before gain on revalution of equity investment and impairment charge		52,840			0			0		1,433			54,273
Contingent consideration true-up		0			0			0		0			0
Gain on remeasurement of previously held equity interest		0			0			0		0			0
Impairment Charge		0			0			0		0			0
Operating Income		52,840			0			0		1,433			54,273
Non operating income / (expense), net
Interest (expense), net		(16,550	)		0			0		0			(16,550	)
Other financial income / (expense), net		(34,730	)		36,184			0		0			1,454
Amortization of deferred charges / (expense), net		0			0			0		0			0
Other non operating (expense), net		(423	)		0			0		0			(423	)
Income / (loss) before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		1,137			36,184			0		1,433			38,754
Income tax benefit / (expense)		68			(6,875	)		0		(287	)		(7,094	)
Equity in net earnings of affiliates		1,087			0			10,790		0			11,877
Net income / (loss)	$	2,292		$	29,309		$	10,790	$	1,146		$	43,537
Less: Net income attributable to noncontrolling interests in subsidiaries		657			0			0		0			657
Less: Net income attributable to redeemable noncontrolling interests in Whitehall Group		2,361			0			0		0			2,361
Net income /(loss) attributable to CEDC	($	726	)	$	29,309		$	10,790	$	1,146		$	40,519
Fully diluted shares		46,205											46,205
Net income / (loss) per share of common stock, diluted		(0.02	)										0.88

A. Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR financing as these borrowings have been lent down to entities that have the Polish Zloty as the functional currency as well the net after tax impact of the foreign currency revaluation related to our USD denominated investment in Convertible Notes, issued by the Russian Alcohol Group. The impact of foreign exchange revaluation is inherently unpredictable and we have not forecasted the impact thereof; changes in foreign exchange revaluation may have a material effect on our financial results.

B. Represents 42% of the net after tax impact of the foreign currency revaluation related to the USD financing included earnings in the Russian Alcohol Group as the Russian Alcohol Group has the Russian Rubble as the function currency. During the 3^rd quarter of 2009, CEDC accounted for its investment in the Russian Alcohol Group under the equity method of accounting and therefore this loss is included in the proportional share of equity earnings recognized by CEDC.

C. 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. This amount represents the net loss incurred by the discontinued operation for the 3 months ended June 30, 2008.

Full Year Guidance, 12 Months Ending December 31,	2009			2010
Range for GAAP Fully Diluted Earnings per Share	$	4.14		$	2.67
	$	4.28		$	2.81
A. Range for GAAP Fully Diluted Earnings per Share with adjusted share count	$	4.46		$	2.70
	$	4.61		$	2.85
B. Foreign exchange impact related to USD and EUR denominated financing	$	0.48		$	0.00
C. Gain on revaluation of equity stake in RAG, net of goodwill and brand impairment charges	($	3.09	)	$	0.00
D. Adjustment to reflect RAG acquisition at 42% ownership	$	0.03		$	0.26
E. Other acquisition related costs	$	0.13		$	0.00
F. Impact of adoption of ABP14	$	0.05		$	0.04
G. Other non-recurring costs	$	0.29		$	0.00
H. Range for Comparable non-GAAP Fully Diluted Earnings per Share	$	2.35		$	3.00
	$	2.50		$	3.15

A. GAAP fully diluted EPS is calculated based on the forecasted GAAP earnings divided by share counts of 56.7 million weighted average number of shares outstanding for the year ended December 31, 2009, and 61.4 million weighted average number of shares outstanding for the year ended December 31, 2010. GAAP fully diluted EPS with adjusted share count is calculated based on the forecasted GAAP earnings divided by adjusted share counts of 52.7 million weighted average number of shares outstanding for the year ended December 31, 2009, and 60.6 million weighted average number of shares outstanding for the year ended December 31, 2010. Both adjusted share counts exclude the impact of 3.3 million shares to be issued to Lion Capital in 2009 and .0751 million shares to be issued to Lion Capital in 2010 in connection with CEDC’s acquisition of Lion Capital’s remaining equity interests in RAG. These shares had not been issued yet during the respective periods, and this treatment is consistent with the increase of minority impact referred to in item C below.

B. Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR financing (debt as well as the convertible note which was purchased from RAG during the 2nd quarter 2009) as a majority of these borrowings have been lent down to entities that have the Polish Zloty or Russian Ruble as their functional currency. Also included is the proportional net after tax impact of the foreign currency revaluation related to the foreign currency liabilities included in the earnings of our equity method investments ( Russian Alcohol Group and the MHWH JV) as these entities have the Russian Ruble as their functional currency. The amount has been adjusted to reflect only the CEDC portion of foreign exchange gains or losses of the Russian Alcohol Group and does not include the portion attributable to the minority shareholders. The impact of foreign exchange revaluation is inherently unpredictable and we have not forecasted the impact thereof; changes in foreign exchange revaluation may have a material effect on our financial results.

C. As a result of the change in accounting treatment of the investment in the Russian Alcohol Group during the second quarter of 2009 from equity accounting to consolidation, CEDC was required to revalue the equity investment to market value at the time of conversion. This amount was then netted with an impairment charge for RAG goodwill.

D. The Company has recorded deferred payments to Lion in connection with the RAG acquisition on the balance sheet at fair value and amortizes this discount as a non cash amortization expense over the payment period and records its investment in RAG as if it owned Lion’s shares. This adjustment eliminates the non-cash amortization and increases the minority interest for the net profit attributable to the shares held by Lion Capital to reflect CEDC results as if it owned 52% of RAG without amortization of the deferred payments to Lion.

E. Represents other miscellaneous costs, directly related to acquisition costs related to the Parliament acquisition in 2008 and RAG in 2009.

F. In May 2008, the FASB issued FSP APB 14-1, which impacts the accounting treatment for convertible debt instruments that allow for either mandatory or optional cash settlements. FSP APB 14-1 will impact the accounting associated with our $310.0 million senior convertible notes. This FSP requires us to recognize additional non-cash interest expense on a retrospective basis, based on the market rate for similar

debt instruments without the conversion feature. Furthermore, it requires recognizing interest expense in prior periods pursuant to the retrospective accounting treatment. FSP APB 14-1 has become effective beginning in our first quarter of 2009 and is required to be applied retrospectively to all presented periods, as applicable.

G. 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 3rd party importer. The $1.433 million represents the net loss incurred by the discontinued operation for the 3 months ended June 30, 2008. For 2009 the amount represents one off tax charges related to a tax inspection for the period prior to the investment in 2008 as well as the purchase price true up paid in the 3^rd quarter of 2009.

H. Comparable non-GAAP fully diluted EPS is calculated, as discussed in item A above, based on adjusted share counts of 52.7 million weighted average number of shares outstanding for the year ended December 31, 2009, and 60.6 million weighted average number of shares outstanding for the year ended December 31, 2010. Both adjusted share counts exclude the impact of 3.3 million shares to be issued to Lion Capital in 2009 and .0751 million shares to be issued to Lion Capital in 2010 in connection with CEDC’s acquisition of Lion Capital’s remaining equity interests in RAG. These shares had not been issued yet during the respective periods, and this treatment is consistent with the increase of minority impact referred to in item C above.