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) – March 1, 2010

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 March 1, 2010, Central European Distribution Corporation (the “Company”) issued a press release (the “Release”) announcing, among other things, its financial results for the full year ended December 31, 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 announced, among other things, that the Company had updated its full year 2010 comparable fully diluted earnings per share guidance from $3.00-$3.15 to $2.50-$2.62 and its full year 2010 net sales guidance from $1.80-$2.00 billion to $1.80-$1.90 billion. 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 March 1, 2010.

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/ Christopher Biedermann
	Christopher Biedermann
	Vice President and
	Chief Financial Officer

Date: March 1, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Central European Distribution Corporation on March 1, 2010.

EX-99.1

Exhibit 99.1

Central European Distribution Corporation Announces Full Year 2009 Results; Updates 2010 Outlook

Bala Cynwyd, Pennsylvania March 1, 2010: Central European Distribution Corporation (NASDAQ: CEDC today announced its results for the fiscal year 2009. Net Sales for the twelve months ended December 31, 2009 were $1,507.1 million as compared to $1,647.0 million reported for the same period in 2008, which represents a decline of 8.5% driven primarily by the approximate 28% average devaluation of our primary functional currencies as well as a substantial decrease in net sales by our Polish distribution business partially offset by the effects of the consolidation of the Russian Alcohol Group in 2009. Net Sales for the fourth quarter of 2009 was $537.0 million as compared to $459.6 million for the same period in 2008, primarily driven by the consolidation of the Russian Alcohol Group in 2009 partially offset by a decrease in net sales of our Polish distribution business.

CEDC announced net income on a U.S. GAAP basis (as hereinafter defined) for the year was $78.3 million or $1.45 per fully diluted share, as compared to net loss of $18.6 million or $0.42 per fully diluted share, for the same period in 2008. On a comparable basis, CEDC announced net income of $127.9 million, or $2.37 per fully diluted share, for the full year 2009, as compared to $128.0 million, or $2.86 per fully diluted share, for the same period in 2008. The number of fully diluted shares used in computing the full year earnings per share was 53.9 million for 2009 and 44.1 million for 2008. Operating profit on a comparable basis for the year 2009 was $222.9 million as compared to $206.9 million for 2008.

The net loss on a U.S. GAAP basis for the 4 ^th quarter of 2009 was $94.9 million or $1.52 per fully diluted share, as compared to net loss of $82.3 million or $1.76 per fully diluted share, for the same period in 2008. On a comparable basis, CEDC announced net income of $72.5 million, or $1.15 per fully diluted share, for the 4^th quarter 2009, as compared to $52.5 million, or $1.11 per fully diluted share, for the same period in 2008. Operating profit on a comparable basis for the 4^th quarter of 2009 was $108.8 million as compared to $83.2 for 2008. For a complete 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”.

The Company also announced it has updated its full year 2010 net sales guidance from $1.80-$2.00 billion to $1.80-$1.90 billion and its full year comparable fully-diluted earnings per share guidance from $3.00-$3.15 to $2.50-$2.62. The Company is also providing full year 2010 operating profit guidance of $315 to $330 million (an increase of approximately 44% over full year 2009 comparable operating profit) which includes approximately $18 million of depreciation and amortization for the year. This revised guidance includes exchange rates assumptions that have moved from 2.80-2.85 PLN/USD to 2.85-2.95 PLN/USD for the Polish Zloty and from 29.00-29.50 RUR/USD to 29.50-30.00 RUR/USD for the Russian Ruble, as well as an expected $0.40 to $0.45 annual dilutive impact on fully dilutive earnings per share from the recent debt and equity offerings that were completed in November and December 2009, which includes the estimated net interest expense of approximately $98-$102 million for the full year 2010. The number of fully diluted shares used in computing the full year 2010 guidance is approximately 70.1 million.

William Carey, President and CEO commented, “During the fourth quarter of 2009 we experienced a soft top line performance, driven mainly by weakness in the Polish distribution business as compared to the fourth quarter 2008, mainly due to the Polish excise increase that took place on January 1, 2009. The excise increase generated additional revenue of approximately $40 million in our Polish distribution business in the fourth quarter 2008 as compared to the fourth quarter 2009. We were however, able to see substantial improvements on our comparable gross and operating margins, benefiting from a positive sales mix between production and distribution, as well major costs reductions that took place during the year, both of which had a very positive impact on the fourth quarter operating results even while operating in a continued soft consumer environment.”

William Carey, President and CEO continued, “We have spent the last twelve months strengthening our ownership position of some of our key assets which places the Company in a strong position to benefit from the consumer recovery which we anticipate to accelerate towards the second half of 2010. We strongly believe the dilutive impact of our fourth quarter 2009 refinancing is more than justified given our expectations as to the 3-5 year growth opportunity in our core markets, especially Russia. With the recent regulatory changes in Russia relating to, combating the grey market we anticipate stronger consumer demand in 2010 and renewed trends toward premiumization. Our strong market position in our core markets places us in a solid position to take advantage of what we anticipate will be a 3-5 year growth cycle of premiumization and strong demand for imported products. Having recently taken control of our largest investment and strongest cash flow generator for the Company, the Russian Alcohol Group, and obtaining 100% equity ownership of both of our vodka production businesses in Russia during the second half of 2009, we can now look forward to a clearer path to start to deliver on our 2010 objectives. The refinancing strengthened our balance sheet and significantly improved the maturity profile of our liabilities. These changes will allow management to direct its focus on executing the business objectives outlined below:

• Continued reduction of net leverage thru cash flow generation and potential asset disposals

• Integration of Parliament and the Russian Alcohol Group

• Improve gross margins by 300 to 400 basis points

• Improve operating margins by 200 to 300 basis points

• Increase profitable market share in our core markets of Russia, Poland and Hungary

• New product development, including,

• Russian brandy

• New vodka launch in Poland

• New mainstream vodka launch in Russia

• Sign new import agreements in our core markets of Russia, Poland and Hungary

• Expand export of our core brands in key international growth markets

• Strengthen focus on brands through a planned divestiture of the distribution business and other non-core assets”

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 producer of vodka in the world and Central and Eastern Europe’s largest integrated spirit beverage business. CEDC produces the Green Mark, Absolwent, Zubrowka, Bols, Parliament, Zhuravli, Royal and Soplica brands, among others. CEDC currently exports its products to many markets around the world, including the United States, England, France and Japan.

CEDC also is the leading national distributor of alcoholic beverages in Poland by value, and a leading importer of alcoholic beverages in Poland, Russia 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 Liqueur, Rémy 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, reduced leverage, expectations of increased consumer demand for our products and premiumizations, cost reduction and working capital initiatives 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 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 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, 2009, 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.

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

48-22-456-6000

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEET

Amounts in columns expressed in thousands

(Except share information)

	December 31, 2009			December 31, 2008 (as adjusted)
ASSETS
Current Assets
Cash and cash equivalents	$	152,177		$	107,601
Restricted cash		481,419			—
Accounts receivable, net of allowance for doubtful accounts of $56,090 and $22,156 respectively		631,005			430,683
Inventories		221,417			180,304
Prepaid expenses and other current assets		46,654			22,894
Deferred income taxes		83,458			24,386
Total Current Assets		1,616,130			765,868
Intangible assets, net		778,828			570,505
Goodwill, net		1,726,625			745,256
Property, plant and equipment, net		231,098			92,221
Deferred income taxes		27,123			12,886
Equity method investment in affiliates		67,089			189,243
Subordinated loans to affiliates		—			107,707
Total Non-Current Assets		2,830,763			1,717,818
Total Assets	$	4,446,893		$	2,483,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	266,071		$	234,948
Bank loans and overdraft facilities		124,266			109,552
Income taxes payable		4,935			7,227
Taxes other than income taxes		207,168			125,774
Other accrued liabilities		100,266			80,270
Short-term obligations under Senior Notes		358,943			—
Current portions of obligations under capital leases		1,724			2,385
Deferred consideration		160,880			—
Total Current Liabilities		1,224,253			560,156
Long-term debt, less current maturities		106,043			170,510
Long-term obligations under capital leases		1,371			2,194
Long-term obligations under Senior Notes		1,205,467			633,658
Long-term accruals		3,214			5,806
Deferred income taxes		198,495			106,485
Total Long Term Liabilities		1,514,590			918,653
Redeemable noncontrolling interests in Whitehall Group		22,888			33,642
Stockholders’ Equity
Common Stock ($0.01 par value, 80,000,000 shares authorized, 69,411,845 and 47,344,874 shares issued at December 31, 2009 and December 31, 2008, respectively)		694			473
Additional paid-in-capital		1,296,391			816,490
Retained earnings		264,917			186,588
Accumulated other comprehensive income / (loss)		123,310			(46,772	)
Less Treasury Stock at cost (246,037 shares at December 31, 2009 and December 31, 2008, respectively)		(150	)		(150	)
Total CEDC Stockholders’ Equity		1,685,162			956,629
Noncontrolling interests in subsidiaries		—			14,606
Total Equity		1,685,162			971,235
Total Liabilities and Stockholders’ Equity	$	4,446,893		$	2,483,686

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

Amounts in columns expressed in thousands

(Except per share information)

	Year ended December 31,
	2009			2008 (as adjusted)			2007
Sales	$	2,197,542		$	2,136,570		$	1,483,344
Excise taxes		(690,403	)		(489,566	)		(293,522	)
Net Sales		1,507,139			1,647,004			1,189,822
Cost of goods sold		1,012,543			1,224,899			941,060
Gross Profit		494,596			422,105			248,762
Operating expenses		278,448			223,373			130,677
Operating Income		216,148			198,732			118,085
Non operating income / (expense), net
Interest (expense), net		(80,213	)		(53,447	)		(35,829	)
Other financial income / (expense), net		21,864			(132,936	)		13,594
Amortization of deferred charges		(38,501	)		—			—
Other non operating income, net		824			410			(1,770	)
Income before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		120,122			12,759			94,080
Income tax expense		(22,905	)		(11,872	)		15,910
Equity in net earnings of affiliates		(13,102	)		(9,002	)		—
Net income / (loss)	$	84,115		($	8,115	)	$	78,170
Less: Net income attributable to noncontrolling interests in subsidiaries		2,708			3,680			1,068
Less: Net income attributable to redeemable noncontrolling interests in Whitehall Group		3,078			6,803			—
Net income /(loss) attributable to CEDC	$	78,329		($	18,598	)	$	77,102
Net income / (loss) per share of common stock, basic	$	1.46		($	0.42	)	$	1.93
Net income / (loss) per share of common stock, diluted	$	1.45		($	0.42	)	$	1.91

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW

Amounts in columns expressed in thousands

	Twelve months ended December 31,
	2009			2008 (as adjusted)			2007
Operating Activities
Net income	$	84,115		($	8,115	)	$	78,170
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation and amortization		14,652			14,786			9,968
Deferred income taxes		(32,378	)		(19,282	)		9,957
Unrealized foreign exchange (gains) / losses		(38,760	)		133,528			(23,940	)
Cost of debt extinguishment		—			1,156			11,864
Stock options expense		3,782			3,850			1,866
Hedge revaluation		9,160			—			—
Equity income in affiliates		13,101			9,002			—
Gain on remeasurement of previously held equity interest, net of impairment		(12,418	)		—			—
Amortization of deferred charges		38,501
Other non cash items		1,333			1,314			7,284
Changes in operating assets and liabilities:
Accounts receivable		(53,483	)		(121,589	)		(38,812	)
Inventories		1,268			(41,712	)		(21,986	)
Prepayments and other current assets		28,859			17,100			5,865
Trade accounts payable		(2,049	)		62,459			(880	)
Other accrued liabilities and payables		37,278			19,699			(16,272	)
Net Cash provided by Operating Activities		92,961			72,196			23,084
Investing Activities
Investment in fixed assets		(18,696	)		(22,572	)		(25,787	)
Proceeds from the disposal of fixed assets		3,874			6,943			2,670
Changes in restricted cash		(481,419	)		—			—
Purchase of financial assets		—			(103,500	)		—
Refundable purchase price related to Botapol acquisition		—			—			5,000
Acquisitions of subsidiaries, net of cash acquired		(573,504	)		(548,799	)		(141,005	)
Net Cash used in Investing Activities		(1,069,745	)		(667,928	)		(159,122	)
Financing Activities
Borrowings on bank loans and overdraft facility		37,399			120,586			13,225
Borrowings on long-term bank loans		—			43,192			122,508
Payment of bank loans, overdraft facility and other borrowings		(146,567	)		(31,935	)		(30,153	)
Payment of long-term borrowings		(265,517	)		—			8
Net Borrowings of Senior Secured Notes		929,569			—			—
Payment of Senior Secured Notes		—			(26,996	)		(95,440	)
Repayment of obligation to former shareholders		(28,814	)		—			—
Hedge closure		(14,417	)		—			—
Movements in capital leases payable		(1,430	)		1,216			445
Issuance of shares in public placement		490,974			233,845			42,354
Transactions with equity holders		(7,876	)		—			—
Net Borrowings on Convertible Senior Notes		—			304,403			—
Dividends paid to minority shareholders		(2,758	)		—			—
Options exercised		854			1,899			3,976
Net Cash provided by Financing Activities		991,417			646,210			56,923
Currency effect on brought forward cash balances		29,943			(30,744	)		7,620
Net Increase / (Decrease) in Cash		44,576			19,734			(71,495	)
Cash and cash equivalents at beginning of period		107,601			87,867			159,362
Cash and cash equivalents at end of period	$	152,177		$	107,601		$	87,867
Supplemental Schedule of Non-cash Investing Activities
Common stock issued in connection with investment in subsidiaries	$	81,197		$	134,631		$	1,693
Supplemental disclosures of cash flow information
Interest paid	$	84,694		$	55,426		$	40,136
Income tax paid	$	28,118		$	33,919		$	21,362

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

UNAUDITED RECONCILIATION OF NON-GAAP MEASURES

Amounts in columns expressed in thousands

(Except per share information)

FULL YEAR 2009 COMPARABLE STATEMENT OF OPERATIONS RECONCILIATION

	GAAP			A			B			C			D			E			F			Comparable
	2009			FX			APB 14			Acquisition related costs and FV adjustments			RAG Adjustments			Inventory Step Up			Cost associated with debt refinancing			2009
Sales	$	2,197,542																				$	2,197,542
Excise taxes		(690,403	)																				(690,403	)
Net Sales		1,507,139			0			0			0			0			0			0			1,507,139
Cost of goods sold		1,012,543															(3,000	)					1,009,543
Gross Profit		494,596			0			0			0			0			3,000			0			497,596
		32.82	%																				33.02	%
Operating expenses		278,448									(3,732	)											274,716
Operating Income		216,148			0			0			3,732			0			3,000			0			222,880
		14.34	%																				14.79	%
Non operating income / (expense), net
Interest (expense), net		(80,213	)					3,916												7,400			(68,897	)
Other financial (expense), net		21,864			(38,077	)														16,895			682
Amortization of deferred charges		(38,501	)											38,501									0
Other non operating income / (expense), net		824																		0			824
Income before taxes, equity in net income from unconsolidated investments and non-controlling interests in subsidiaries		120,122			(38,077	)		3,916			3,732			38,501			3,000			24,295			155,489
Income tax expense		(22,905	)		7,996			(1,371	)		(709	)		(7,315	)		(570	)		(4,616	)		(29,490	)
Equity in net earnings of affiliates		(13,102	)		20,899																		7,797
Net income / (loss)	$	84,115		($	9,182	)	$	2,545		$	3,023		$	31,186		$	2,430		$	19,679		$	133,796
Less: Net income / (loss) attributable to non-controlling interests in subsidiaries		2,708		($	13,301	)							$	13,398								$	2,805
Less: Net income / (loss) attributable to redeemable non-controlling interests in Whitehall Group		3,078																				$	3,078
Net income /(loss) attributable to CEDC	$	78,329		$	4,119		$	2,545		$	3,023		$	17,788		$	2,430		$	19,679		$	127,913
Net income per share of common stock, basic	$	1.46																				$	2.38
Net income per share of common stock, diluted	$	1.45																				$	2.37

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. Also includes 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.

B. 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.

C. Represents one off expenses related to acquisitions and other non cash charges. The expenses primarily consisting of a $225.6 gain on the re-measurement of previously held equity interest in the Russian Alcohol Group, which was partially offset by a $162.0 charge related to non-amortized discount of deferred consideration resulting from the accelerated buyout of Lion’s interest in the Russian Alcohol Group. Also included in the adjustment is an impairment charge taken in the second quarter of 2009 of $20.0 million, legal and professional costs of $19.6 million and various other purchase price fair value adjustments.

D. The Company had 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. As of December 2009, the Company acquired 100% of Russian Alcohol and therefore these adjustments will not impact future periods.

E. Represents the expense related to the step up of the inventory valuation of the Russian Alcohol Group at the time of acquisition.

F. Represents costs associated with the refinancing of debt completed in December 2009, including $16.9 of costs associated with the closing of the Russian credit facilities including the write-off of the capitalized financing costs and $7.4 million of double interest as both the new and old facilities were in place during December 2009.

4^TH QUARTER 2009 COMPARABLE STATEMENT OF OPERATIONS RECONCILIATION

	GAAP			A			B			C			D			E			F			Comparable
	Q4-09			FX			APB 14			Acquisition related costs and FV adjustments			RAG Adjustments			Inventory Step Up			Cost associated with debt refinancing			Q4-09
Sales	$	790,067		$	0		$	0		$	0		$	0		$	0		$	0		$	790,067
Excise taxes		(253,024	)		0			0			0			0			0			0			(253,024	)
Net Sales		537,043			0			0			0			0			0			0			537,043
Cost of goods sold		353,135			0			0			0			0			(3,000	)		0			350,135
Gross Profit		183,908			0			0			0			0			3,000			0			186,908
		34.24	%																				34.80	%
Operating expenses		270,080			0			0			(191,992	)		0			0			0			78,088
Operating Income		(86,172	)		0			0			191,992			0			3,000			0			108,820
		-16.05	%																				20.26	%
Non operating income / (expense), net
Interest (expense), net		(28,697	)		0			984			0			0			0			7,400			(20,313	)
Other financial (expense), net		(3,317	)		(13,208	)		0			0			0			0			16,895			370
Amortization of deferred charges		(11,078	)		0			0			0			11,078			0			0			0
Other non operating income / (expense), net		9,785			0			0			(9,051	)		0			0			0			734
Income before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		(119,479	)		(13,208	)		984			182,941			11,078			3,000			24,295			89,611
Income tax expense		23,454			2,293			(502	)		(43,221	)		(2,131	)		4,482			(4,616	)		(20,241	)
Equity in net earnings of affiliates		3,911			1,952			0			0			0			0			0			5,863
Net income / (loss)	($	92,114	)	($	8,963	)	$	482		$	139,720		$	8,947		$	7,482		$	19,679		$	75,233
Less: Net income / (loss) attributable to noncontrolling interests in subsidiaries	$	523		$	0		$	0		$	0		$	2		$	0		$	0		$	525
Less: Net income / (loss) attributable to redeemable noncontrolling interests in Whitehall Group	$	2,245		$	0		$	0		$	0		$	0		$	0		$	0		$	2,245
Net income /(loss) attributable to CEDC	($	94,882	)	($	8,963	)	$	482		$	139,720		$	8,945		$	7,482		$	19,679		$	72,463
Net income per share of common stock, basic	($	1.52	)																			$	1.16
Net income per share of common stock, diluted	($	1.52	)																			$	1.15

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.

B. 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.

C. Represents one off non-cash items including in operating profit, primarily related to the account treatment for the Russian Alcohol acquisition. Includes a $162 charge related to non-amortized discount of deferred consideration resulting from the accelerated buyout of Lion’s interest in the Russian Alcohol Group, legal and professional costs associated with the transaction and various purchase price fair value adjustments. Approximately $9.0 million of acquisition related expenses have been reclassified from other non-operating expense to operating expenses.

D. The Company had 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. As of December 2009, the Company acquired 100% of Russian Alcohol and therefore these adjustments will not impact future periods.

E. Represents the expense related to the step up of the inventory valuation of the Russian Alcohol Group at the time of acquisition.

F. Represents costs associated with the refinancing of debt completed in December 2009, including $16.9 of costs associated with the closing of the Russian credit facilities including the write-off of the capitalized financing costs and $7.4 million of double interest as both the new and old facilities were in place during December 2009.

FULL YEAR 2008 COMPARABLE STATEMENT OF OPERATIONS RECONCILIATION

	GAAP			A			B			C		D		E			F			Comparable
	2008			FX			APB 14			Tax loss valuation allowance		RAG Adjustments		Acquisition related costs and FV adjustments			Cost associated with debt refinancing			2008
Sales	$	2,136,570																		$	2,136,570
Excise taxes		(489,566	)																		(489,566	)
Net Sales		1,647,004			0			0			0		0		0			0			1,647,004
Cost of goods sold		1,224,899																			1,224,899
Gross Profit		422,105			0			0			0		0		0			0			422,105
		28.01	%																		28.01	%
Operating expenses		223,373													(8,217	)					215,156
Operating Income		198,732			0			0			0		0		8,217			0			206,949
		13.19	%																		13.73	%
Non operating income / (expense), net
Interest (expense), net		(53,447	)					3,087										0			(50,360	)
Other financial (expense), net		(132,936	)		132,936																0
Amortization of deferred charges		0											0								0
Other non operating income / (expense), net		410																548			958
Income before taxes, equity in net income from unconsolidated investments and non-controlling interests in subsidiaries		12,759			132,936			3,087			0		0		8,217			548			157,547
Income tax expense		(11,872	)		(26,403	)		(1,080	)		8,693		0		(1,561	)		(104	)		(32,327	)
Equity in net earnings of affiliates		(9,002	)		22,255																13,253
Net income / (loss)	($	8,115	)	$	128,788		$	2,007		$	8,693	$	0	$	6,656		$	444		$	138,472
Less: Net income / (loss) attributable to non-controlling interests in subsidiaries		3,680																		$	3,680
Less: Net income / (loss) attributable to redeemable non-controlling interests in Whitehall Group		6,803																		$	6,803
Net income /(loss) attributable to CEDC	($	18,598	)	$	128,788		$	2,007		$	8,693	$	0	$	6,656		$	444		$	127,989
Net income per share of common stock, basic	($	0.42	)																	$	2.90
Net income per share of common stock, diluted	($	0.42	)																	$	2.86

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. Also includes 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.

B. 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.

C. During the fourth quarter of 2009, the company took additional non cash tax provisions primarily for a tax loss carry forward in Poland. Due to the level of foreign exchange losses incurred in 2008, management has determined that a portion of prior period tax losses will not be utilized in the future and has therefore taken a onetime charge for this.

D. None

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 amount includes $1.461 million of net loss incurred by the discontinued operation for the 12 months ended December 31, 2008. Additionally $4.536 million of clean up related charges were reflected in CEDC’s proportional share of net income from the Russian Alcohol Group. These charges related to clean up of historical issues that stemmed from actions before acquisition in July 2008.

F. 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.

4^TH QUARTER 2008 COMPARABLE STATEMENT OF OPERATIONS RECONCILIATION

	GAAP			A			B		C		D		E			F			Comparable
	Q4-08			FX			APB 14		One-Off Non Cash Adjustments		RAG Adjustments		Acquisition related costs			Cost associated with debt refinancing			Q4-08
Sales	$	599,606		$	0		$	0	$	0	$	0	$	0		$	0		$	599,606
Excise taxes		(139,965	)		0			0		0		0		0			0			(139,965	)
Net Sales		459,641			0			0		0		0		0			0			459,641
Cost of goods sold		323,322			0			0		0		0		0			0			323,322
Gross Profit		136,319			0			0		0		0		0			0			136,319
		25.38	%																	25.38	%
Operating expenses		58,738			0			0		0		0		(5,600	)		0			53,138
Operating Income		77,581			0			0		0		0		5,600			0			83,181
		14.45	%																	15.49	%
Non operating income / (expense), net
Interest (expense), net		(10,625	)		0			0		0		0		0			0			(10,625	)
Other financial (expense), net		(139,309	)		139,309			0		0		0		0			0			0
Amortization of deferred charges		0			0			0		0		0		0			0			0
Other non operating income / (expense), net		975			0			0		0		0		0			548			1,523
Income before taxes, equity in net income from unconsolidated investments and noncontrolling interests in subsidiaries		(71,378	)		139,309			0		0		0		5,600			548			74,079
Income tax expense		4,819			(29,719	)		0		8,693		0		(1,064	)		(104	)		(17,375	)
Equity in net earnings of affiliates		(10,991	)		11,465			0		0		0		0			0			474
Net income / (loss)	($	77,550	)	$	121,055		$	0	$	8,693	$	0	$	4,536		$	444		$	57,178
Less: Net income / (loss) attributable to noncontrolling interests in subsidiaries	$	1,194		$	0		$	0	$	0	$	0	$	0		$	0		$	1,194
Less: Net income / (loss) attributable to redeemable noncontrolling interests in Whitehall Group	$	3,527		$	0		$	0	$	0	$	0	$	0		$	0		$	3,527
Net income /(loss) attributable to CEDC	($	82,271	)	$	121,055		$	0	$	8,693	$	0	$	4,536		$	444		$	52,457
Net income per share of common stock, basic	($	1.76	)																$	1.12
Net income per share of common stock, diluted	($	1.76	)																$	1.11

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. Also includes 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.

B. None

C. During the fourth quarter of 2009, the company took additional non cash tax provisions primarily for a tax loss carry forward in Poland. Due to the level of foreign exchange losses incurred in 2008, management has determined that a portion of prior period tax losses will not be utilized in the future and has therefore taken a onetime charge for this.

D. None

E. The amount includes $ $4.536 million of clean up related charges were reflected in CEDC’s proportional share of net income from the Russian Alcohol Group. These charges related to clean up of historical issues that stemmed from actions before acquisition in July 2008.

F. 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. .

FULL YEAR 2010 COMPARABLE EPS RECONCILIATION

Full Year Guidance, 12 Months Ending December 31,	2010
Range for GAAP Fully Diluted Earnings per Share	$	2.46
	$	2.58
A. Foreign exchange impact related to USD and EUR denominated financing	$	0.00
B. Impact of adoption of ABP14	$	0.04
Range for Comparable non-GAAP Fully Diluted Earnings per Share	$	2.50
	$	2.62

A. Represents the net after tax impact of the foreign currency revaluation related to our USD and EUR financing as a majority of these borrowings 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. 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.