10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM              TO             

COMMISSION FILE NUMBER 0-24341

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	54-1865271
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
3000 Atrium Way, Suite 265 Mt. Laurel, New Jersey	08054
(Address of Principal Executive Offices)	(Zip code)

(856) 273-6980

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filer	x	Accelerated Filer	¨
Non-Accelerated Filer	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

The number of shares outstanding of each class of the issuer’s common stock as of November 4, 2011: Common Stock ($.01 par value) 72,739,924

INDEX

		PAGE
PART I	FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2011 (unaudited) and as of December  31, 2010		1
	Condensed Consolidated Statements of Operations (unaudited) for the three month and nine month periods ended September 30, 2011 and September 30, 2010		2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the nine month period ended September 30, 2011 and year ended December 31, 2010		3
	Condensed Consolidated Statements of Cash Flow (unaudited) for the nine month periods ended September 30, 2011 and September 30, 2010		4
	Notes to Condensed Consolidated Financial Statements (unaudited)		5
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3	Quantitative and Qualitative Disclosures about Market Risk		36
Item 4	Controls and Procedures		37
PART II	OTHER INFORMATION		38
Item 6	Exhibits		40

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

All amounts are expressed in thousands

(except share information)

	September 30,			December 31,
	2011			2010
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	111,191		$	122,324
Accounts receivable, net of allowance for doubtful accounts at September 30, 2011 of $27,355 and at December 31, 2010 of $20,357		304,808			478,379
Inventories		105,161			93,678
Prepaid expenses and other current assets		45,539			35,202
Deferred income taxes		45,437			80,956
Debt issuance costs		2,972			2,739
Total Current Assets		615,108			813,278
Intangible assets, net		471,695			627,342
Goodwill, net		1,064,729			1,450,273
Property, plant and equipment, net		184,014			192,863
Deferred income taxes		57,056			44,028
Equity method investment in affiliates		0			243,128
Debt issuance costs		14,283			16,656
Non-current assets held for sale		676			8,614
Total Non-Current Assets		1,792,453			2,582,904
Total Assets	$	2,407,561		$	3,396,182
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	88,424		$	114,958
Bank loans and overdraft facilities		54,213			45,359
Income taxes payable		1,070			5,102
Taxes other than income taxes		92,233			182,232
Other accrued liabilities		54,804			55,070
Current portions of obligations under capital leases		931			758
Deferred consideration		0			5,000
Total Current Liabilities		291,675			408,479
Long-term debt, less current maturities		18,738			0
Long-term obligations under capital leases		838			1,175
Long-term obligations under Senior Notes		1,262,087			1,250,758
Long-term accruals		1,991			2,572
Deferred income taxes		131,459			168,527
Total Long-Term Liabilities		1,415,113			1,423,032
Stockholders’ Equity
Common Stock ($0.01 par value, 120,000,000 shares authorized, 72,739,924 and 70,752,670 shares issued at September 30, 2011 and December 31, 2010, respectively)		728			708
Preferred Stock ($0.01 par value, 7,000,000 shares authorized, none issued)		0			0
Additional paid-in-capital		1,368,864			1,343,639
(Accumulated deficit)/Retained earnings		(675,465	)		160,250
Accumulated other comprehensive income		6,796			60,224
Less Treasury Stock at cost (246,037 shares at September 30, 2011 and December 31, 2010, respectively)		(150	)		(150	)
Total Stockholders’ Equity		700,773			1,564,671
Total Liabilities and Stockholders’ Equity	$	2,407,561		$	3,396,182

The accompanying notes are an integral part of the condensed consolidated financial statements.

1

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

All amounts are expressed in thousands

(except per share information)

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Sales	$	451,592		$	347,492		$	1,227,732		$	1,058,260
Excise taxes		(222,742	)		(189,732	)		(630,214	)		(575,097	)
Net sales		228,850			157,760			597,518			483,163
Cost of goods sold		135,742			80,448			359,831			243,241
Gross profit		93,108			77,312			237,687			239,922
Operating expenses		63,757			48,239			190,052			144,369
Gain on remeasurement of previously held equity interests		0			0			(7,898	)		0
Impairment charge		674,515			0			674,515			0
Operating income		(645,164	)		29,073			(618,982	)		95,553
Non operating income / (expense), net
Interest income / (expense), net		(29,033	)		(25,749	)		(84,246	)		(77,848	)
Other financial income / (expense), net		(170,809	)		81,773			(121,015	)		4,987
Other non operating income / (expense), net		(11,633	)		(914	)		(15,270	)		(12,266	)
Income / (loss) before taxes and equity in net income from unconsolidated investments		(856,639	)		84,183			(839,513	)		10,426
Income tax benefit / (expense)		16,789			(17,023	)		12,612			(2,275	)
Equity in net income / (losses) of affiliates		0			1,719			(8,814	)		2,163
Income / (loss) from continuing operations		(839,850	)		68,879			(835,715	)		10,314
Discontinued operations
Income / (loss) from operations		0			30,870			0			(11,815	)
Income tax benefit / (expense)		0			147			0			37
Income / (loss) on discontinued operations		0			31,017			0			(11,778	)
Net income / (loss)		(839,850	)		99,896			(835,715	)		(1,464	)
Income / (loss) from continuing operations per share of common stock, basic	($	11.59	)	$	0.98		($	11.60	)	$	0.15
Income / (loss) from discontinued operations per share of common stock, basic	$	0.00		$	0.44		$	0.00		($	0.17	)
Net income / (loss) from operations per share of common stock, basic	($	11.59	)	$	1.42		($	11.60	)	($	0.02	)
Income from continuing operations per share of common stock, diluted	($	11.59	)	$	0.98		($	11.60	)	$	0.15
Income / (loss) from discontinued operations per share of common stock, diluted	$	0.00		$	0.43		$	0.00		($	0.17	)
Net income / (loss) from operations per share of common stock, diluted	($	11.59	)	$	1.41		($	11.60	)	($	0.02	)

The accompanying notes are an integral part of the condensed consolidated financial statements.

2

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN

STOCKHOLDERS’ EQUITY

All amounts are expressed in thousands

(except per share information)

	Common Stock				Preferred Stock				Treasury Stock					Additional Paid-in Capital		(Accumulated Deficit) / Retained Earnings			Accumulated other comprehensive income of continuing operations			Accumulated other comprehensive income of discontinued operations			Total
	No. of Shares		Amount		No. of Shares		Amount		No. of Shares		Amount
Balance at December 31, 2009		69,412	$	694		0		0		246	($	150	)	$	1,296,391	$	264,917		$	82,994		$	40,316		$	1,685,162
Net loss for 2010		0		0		0		0		0		0			0		(104,667	)		0			0			(104,667	)
Foreign currency translation adjustment		0		0		0		0		0		0			0		0			(22,770	)		(40,316	)		(63,086	)
Comprehensive loss for 2010		0		0		0		0		0		0			0		(104,667	)		(22,770	)		(40,316	)		(167,753	)
Common stock issued in connection with options		263		3		0		0		0		0			5,915		0			0			0			5,918
Common stock issued in connection with acquisitions		1,078		11		0		0		0		0			41,333		0			0			0			41,344
Balance at December 31, 2010		70,753	$	708		0		0		246	($	150	)	$	1,343,639	$	160,250		$	60,224		$	0		$	1,564,671
Net loss for 2011 (unaudited)		0		0		0		0		0		0			0		(835,715	)		0			0			(835,715	)
Foreign currency translation adjustment (unaudited)		0		0		0		0		0		0			0		0			(53,428	)		0			(53,428	)
Comprehensive loss for 2011 (unaudited)		0		0		0		0		0		0			0		(835,715	)		(53,428	)		0			(889,143	)
Common stock issued in connection with options (unaudited)		89		1		0		0		0		0			2,069		0			0			0			2,070
Common stock issued in connection with acquisitions (unaudited)		1,897		19		0		0		0		0			23,156		0			0			0			23,175
Balance at September 30, 2011 (unaudited)		72,739	$	728		0		0		246	($	150	)	$	1,368,864	($	675,465	)	$	6,796		$	0		$	700,773

The accompanying notes are an integral part of the condensed consolidated financial statements.

3

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)

All amounts are expressed in thousands

	Nine months ended September 30,
	2011			2010
Cash flows from operating activities of continuing operations
Net loss	($	835,715	)	($	1,464	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss from discontinued operations		0			11,778
Depreciation and amortization		15,328			12,717
Deferred income taxes		(3,683	)		(12,103	)
Unrealized foreign exchange (gains) / losses		118,574			(2,090	)
Cost of debt extinguishment		0			14,114
Stock options fair value expense		1,998			2,433
Dividends received		0			17,983
Equity (income)/loss in affiliates		8,814			(2,163	)
Gain on fair value remeasurement of previously held equity interest		(6,397	)		0
Impairment charge		674,515			0
Impairments related to assets held for sale		7,355			0
Other non-cash items		5,899			11,532
Changes in operating assets and liabilities:
Accounts receivable		219,475			155,430
Inventories		10,860			(3,179	)
Prepayments and other current assets		(6,199	)		(4,253	)
Trade accounts payable		(65,246	)		(44,636	)
Other accrued liabilities and payables (including taxes)		(99,422	)		(81,407	)
Net cash provided by operating activities from continuing operations		46,156			74,692
Cash flows from investing activities of continuing operations
Purchase of fixed assets		(5,391	)		(3,226	)
Purchase of intangibles (licenses)		(693	)		0
Changes in restricted cash		0			481,419
Purchase of trademarks		(17,473	)		(6,000	)
Disposal of subsidiaries		0			124,160
Acquisitions of subsidiaries, net of cash acquired		(24,124	)		(135,964	)
Net cash provided by / (used in) investing activities from continuing operations		(47,681	)		460,389
Cash flows from financing activities of continuing operations
Borrowings on bank loans and overdraft facility		36,027			18,568
Payment of bank loans, overdraft facility and other borrowings		(37,892	)		(76,265	)
Payment of Senior Secured Notes		0			(367,954	)
Repayment of obligation to former shareholders		0			7,500
Decrease in short term capital leases payable		(34	)		0
Increase in short term capital leases payable		0			324
Options exercised		72			2,336
Net cash used in financing activities from continuing operations		(1,827	)		(415,491	)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations		0			2,806
Net cash provided by investing activities of discontinued operations		0			(330	)
Net cash provided by financing activities of discontinued operations		0			100
Net cash used in discontinued operations		0			2,576
Adjustment to reconcile the change in cash balances of discontinued operations		0			(2,576	)
Currency effect on brought forward cash balances		(7,781	)		(13,172	)
Net increase / (decrease) in cash		(11,133	)		106,418
Cash and cash equivalents at beginning of period		122,324			126,439
Cash and cash equivalents at end of period	$	111,191		$	232,857
Supplemental Schedule of Non-cash Investing Activities
Common stock issued in connection with investment in subsidiaries	$	23,175		$	41,344
Supplemental disclosures of cash flow information
Interest paid	$	50,574		$	82,406
Income tax paid	$	5,770		$	25,441

The accompanying notes are an integral part of the condensed consolidated financial statements.

4

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Amounts in tables expressed in thousands, except share and per share information

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Central European Distribution Corporation (“CEDC”), a Delaware corporation incorporated on September 4, 1997, and its subsidiaries (collectively referred to as “we,” “us,” “our,” or the “Company”) operate primarily in the alcohol beverage industry. We are one of the largest producers of vodka in the world and are Central and Eastern Europe’s largest integrated spirit beverages business, measured by total volume, with approximately 32.7 million nine-liter cases produced and distributed in 2010. Our business primarily involves the production and sale of our own spirit brands (principally vodka), and the importation on an exclusive basis of a wide variety of spirits, wines and beers. Our primary operations are conducted in Poland, Russia and Hungary. Additionally in 2010, we opened up a new operation in the Ukraine to import and sell our vodkas, primarily Green Mark. We have six operational manufacturing facilities located in Poland and Russia.

In Poland, we are one of the largest vodka producers with a brand portfolio that includes Absolwent, Żubrówka, Żubrówka Biała, Bols, Palace and Soplica brands, each of which we produce at our Polish distilleries. We produce and sell vodkas primarily in three of four vodka sectors: premium, mainstream, and economy. In Poland, we also own and produce Royal, the top-selling vodka in Hungary.

We are also the largest vodka producer in Russia, the world’s largest vodka market. Our Green Mark brand is the top-selling mainstream vodka in Russia and the second-largest vodka brand by volume in the world, and our Parliament and Zhuravli brands are two top-selling sub-premium vodkas in Russia.

As well as sales and distribution of its own branded spirits, the Company is a leading exclusive importer of wines and spirits in Poland, Russia and Hungary.

2. BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

CEDC’s subsidiaries maintain their books of account and prepare their statutory financial statements in their respective local currencies. The subsidiaries’ financial statements have been adjusted to reflect U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our financial condition, results of operations and cash flows for the interim periods presented have been included. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2010, filed on March 1, 2011.

The significant interim accounting policies include the recognition of a pro-rata share of certain estimated annual sales incentives, marketing, promotion and advertising costs, generally in proportion to sales, and the recognition of income taxes using an estimated annual effective tax rate adjusted for tax amendments related to prior years and changes in estimate.

3. ACQUISITIONS

Russian Alcohol Acquisition

On February 4, 2011, pursuant to the agreement dated November 9, 2009, with Kylemore International Invest Corporation (“Kylemore”), an indirect minority stockholder of the Russian Alcohol Group (“Russian Alcohol”), the Company paid $5 million as a final settlement related to Russian Alcohol acquisition.

Whitehall Group Acquisition

On February 7, 2011, the Company entered into a definitive Share Sale and Purchase Agreement and registration rights agreement, in accordance with the terms that were agreed by the parties on November 29, 2010, and disclosed in the Company’s

5

Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2010. Pursuant to these agreements, among other things and upon the terms and subject to the conditions contained therein, we received 20% of the economic and 51% of the voting interest in the Whitehall Group (“Whitehall”) previously not owned by us (currently the Company has full voting and economic ownership), as well as the global intellectual property rights for the Kauffman Vodka brand. In exchange we paid total consideration of $93.2 million including $17.5 million for the intellectual property rights for the Kauffman Vodka brand.

The Company recorded contingent consideration representing the fair value of a right given to Mark Kauffman as a share price indemnity until the registration date. The fair value of this contingent consideration was recorded at $1.7 million as of the acquisition date on provisional basis. This consideration was settled in March 2011 through a payment by the Company of $0.7 million in cash and the issuance of 938,501 additional shares to Mark Kauffman.

As a result of this transaction, the Company acquired full voting and economic control over Whitehall Group and changed the accounting treatment for its interest in Whitehall from the equity method of accounting to consolidation beginning on February 7, 2011.

Whitehall is one of the leading importers and distributors of premium wines and spirits in Russia. We believe that this acquisition will give the Company a significant base for further expansion and gaining expected synergies of the combined operations of the Company and Whitehall in the import market in Russia. The goodwill arising out of Whitehall acquisition is attributable to the ability that Whitehall provides us to develop into the leading importer of spirits in the Russian market.

At March 31, 2011, the Company accounted for the acquisition of Whitehall on a provisional basis. During the second quarter of 2011, the Company obtained a third party valuation of contingent consideration and recorded additional $0.2 million into goodwill. Details of the fair value of consideration transferred are presented in the following table:

Cash	$	69,109
Common stock		22,101
Contingent consideration		1,976
Total Fair value of consideration transferred		93,186
Less: value of intellectual property rights to Kauffman Vodka brand		(17,473	)
Total consideration paid for the remaining shares in Whitehall	$	75,713

The fair value of the net assets acquired in connection with Whitehall acquisition as of the acquisition date is:

	Whitehall
ASSETS
Cash and cash equivalents		16,190
Accounts receivable		51,263
Inventories		30,700
Taxes		577
Prepaid expenses and other current assets		12,916
Property, plant and equipment		869
Intangibles assets		8,723
Equity method investments in affiliates		17,871
Total Assets	$	139,109
LIABILITIES
Trade accounts payable		38,887
Bank loans and overdraft facilities		27,835
Taxes		4,325
Deferred income taxes		13
Other accrued liabilities		11,735
Total Liabilities	$	82,795
Net identifiable assets and liabilities	$	56,314

The amount of goodwill recognized at the acquisition date was calculated as follows:

Fair value of previously held interest	$	250,156
Consideration paid for the remaining shares in Whitehall		75,713
Less: Net identifiable assets and liabilities		(56,314	)
Goodwill on acquisition	$	269,555

6

The Company recognized a one-time gain on remeasurement of previously held equity interest in the amount of $7.9 million based on a discounted cash flow model with the following assumptions: (i) discount rate of 11.13%, (ii) terminal value growth rate of 3.5%, (iii) control premium of 10%. We estimated the growth rates in projecting cash flows based on a detailed five year plan.

The following table sets forth the unaudited pro forma results of operations of the Company for the three and nine month periods ended September 30, 2011 and 2010. The unaudited pro forma results of operations give effect to the Company’s acquisitions as if they occurred on January 1, 2011 and 2010. The unaudited pro forma results of operations are presented after giving effect to certain adjustments for depreciation, amortization of deferred financing costs, interest expense on the acquisition financing, and related income tax effects. The unaudited pro forma results of operations are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma results of operations do not purport to present what the Company’s results of operations would actually have been if the aforementioned transactions had in fact occurred on such date or at the beginning of the period indicated, nor do they project the Company’s financial position or results of operations at any future date or for any future period.

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Net sales	$	228,850		$	195,565	$	604,013		$	577,513
Net income/(loss)	($	839,850	)	$	100,325	($	835,998	)	($	924	)
Net income /(loss) per share data:
Basic earnings per share of common stock	($	11.59	)	$	1.39	($	11.60	)	($	0.01	)
Diluted earnings per share of common stock	($	11.59	)	$	1.38	($	11.60	)	($	0.01	)

Kauffman Vodka is one of the leading super-premium vodkas in Russia with a strong presence in top-end restaurants, hotels and among key customers. The brand is also exported to high-end customers in over 25 countries The purchase price of intellectual property rights for the Kauffman Vodka brand was treated as a separate element of this transaction and its fair value was allocated based on discounted cash flow model with the following assumptions: (i) discount rate of 11.13%, (ii) terminal value growth rate of 3.0%. We estimated the growth rates in projecting cash flows based on a detailed five year plan. This was treated as a purchase of an intangible asset with an indefinite useful life. The Company considers the Kauffman Vodka brand to have a longstanding market-leader or high brand recognition within the top premium high price market segment in Russia. The Company has a long-term strategy associated to this brand and believes that Kauffmann Vodka has a significant value to the Company’s continuing operations in the top premium segment, and as such is an important factor in attracting and retaining customers. Based on the Company’s development strategy with respect to the usage of Kauffman Vodka brand it was concluded that the Company would not plan to discontinue this brand in the foreseeable future. Given the above, we have determined that the Kauffmann Vodka brand will generate cash flows for an indefinite period of time; therefore, we have concluded that the useful life of this brand is indefinite.

4. ASSETS AND LIABILITIES OF BUSINESS HELD FOR SALE

On July 28, 2011 the Company committed to sell First Tula Distillery (“Tula”), a production plant in Russia. As part of the ongoing restructuring process in Russia, in order to optimize the efficiency of the Russian segment of the Company’s operations, the Company decided to shut down Tula’s operations. Starting in August 2011, all production activity has been suspended and all of the employees were terminated. The Company recognized a RUR 221.6 million (approximately $7.4 million) loss, related to the classifications of the assets at the lower of carrying amount or estimated fair value less costs to sell. The Company is currently looking for a buyer of Tula’s assets and would expect to close this transaction within one-year timeframe.

In the consolidated balance sheet we present in a separate line fixed assets of Tula as of September 30, 2011 and December 31, 2010 of $0.7 million and $8.6 million respectively, as assets held for sale.

5. SALE OF ACCOUNTS RECEIVABLE

On February 24, 2011, two subsidiaries of the Company, namely CEDC International Polska sp. z o.o. (“CEDC International”) and Polmos Białystok S.A. (“Polmos Bialystok”), entered into factoring arrangements (“Factoring Agreements”) with ING Commercial Finance Polska (“ING Polska”) for the sale up to 290.0 million Polish zlotys (approximately $89.0 million) of receivables. The Factoring Agreements are ongoing agreements, which provide for two types of factoring, recourse and non-recourse factoring.

As of September 30, 2011 the total balance of receivables under factoring amounted to 182.0 million Polish zlotys (approximately $55.8 million) of the 290 million Polish zlotys limit available.

7

For the three and nine months ended September 30, 2011, the Company sold receivables in the amount of $117.8 million and $297.2 million respectively and recognized a loss on the sale in the statement of operations in the amount of $0.9 million and $1.9 million in respect of the non-recourse factoring. The Company has no continuing involvement with the sold non-recourse receivables.

On October 14, 2010, Russian Alcohol entered into a factoring agreement (“Factoring Agreement”) with Gazprombank OJSC (“GPB”) for the sale up to 1,022 million Russian rubles (approximately $36.5 million) of receivables. The Factoring Agreement is an ongoing agreement, which provides for factoring with recourse. However due to changes in Russian legislation, the Company discontinued its factoring in Russia in September 2011.

For the three and nine months ended September 30, 2011, the Company sold receivables in the amount of 458.3 million Russian rubles and 706.7 million Russian rubles (approximately $14.3 million and $23.2 million), respectively, and recognized a loss on the sale in the statement of operations for the three and nine months ended September 30, 2011 in the amount of 3.0 million Russian rubles and 3.9 million Russian rubles (approximately $0.09 and $0.12 million), respectively.

As of September 30, 2011, the liabilities from factoring with recourse amounted to $4.3 million and are included in the short term bank loans in the balance sheet. Corresponding receivables from factoring with recourse are presented under accounts receivable in the balance sheet.

6. INTANGIBLE ASSETS OTHER THAN GOODWILL

The major components of intangible assets are:

Non-amortizable intangible assets:
Trademarks as at December 31, 2010	$	627,221
Impairment charge		(127,585	)
Acquisitions during the period		17,473
Foreign exchange impact		(52,151	)
Trademarks as at September 30, 2011		464,958
Amortizable intangible assets:
Customer relationships as at December 31, 2010		121
Acquisitions during the period		8,200
Less amortization for the period		(925	)
Foreign exchange impact		(659	)
Customer relationships as at September 30, 2011		6,737
Total intangible assets	$	471,695

Management considers trademarks associated with high or market-leader brand recognition within their market segments to be indefinite-lived assets, based on the length of time they have existed, the comparatively high volumes sold and their general market positions relative to other products in their respective market segments.

Based on this and together with the evidence provided by analyses of vodka products life cycles, market studies, competitive and environmental trends, we believe that these trademarks will continue to generate cash flows for an indefinite period of time, and that the useful lives of these trademarks are therefore indefinite. In accordance with ASC Topic 350-30, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment. These trademarks include Soplica, Żubrówka, Absolwent, Royal, Palace, Parliament, Green Mark, Zhuravli, Kauffman Vodka, Urozhay and the trademark rights to Bols Vodka in Poland, Hungary and Russia.

As of September 30, 2011, the Company assessed recent events and current circumstances, including current and future performance, relaunch and rebranding plans in 2011 and 2012. Resulting from these events, the Company identified certain impairment indicators that would trigger the need for an impairment test, including performance of certain brands below expectations.

As of September 30, 2011 in order to support the value of trademarks, the Company calculated the fair value of trademarks using a discounted cash flow approach based on the following assumptions:

• Risk free rates for Poland and Russia used for calculation of discount rate were based upon current market rates of long term Polish Government Bonds rates and long-term Russian Government Bonds rates. When estimating discount rates to be used for the calculation we have taken into account current market conditions in Poland and Russia separately. As a result of our assumptions and calculations, we have determined discount rates of 9.09% and 11.03% for Poland and Russia, respectively.

• The Company estimated the growth rates in projecting cash flows for each of our trademarks separately, based on four year plan assumptions related to each trademark.

• The Company estimated the terminal value growth rates for trademarks from 2.5% for Polish trademarks to 3.0% for Russian trademarks.

Based upon the above analysis performed and due to the continued lower performance of certain Polish brands as compared to expectations for 2011 and subsequent years, the Company has determined that the fair market value of the trademarks related to these brands is below carrying value. The decrease in fair value primarily resulted from the very good performance of Żubrówka Biała brand, which cannibalized the performance of other brands, mainly Bols Vodka, the underperformance of which was most significant.

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As a result the Company recorded an impairment charge of $127.6 million during the third quarter of 2011 that included an impairment to the carrying values of our trademarks.

The change in the recorded book value of trademarks between September 30, 2011 and December 31, 2010 resulted mainly from the recognized impairment charge described above and acquisition of the Kauffman Vodka trademark for $17.5 million as well as foreign exchange translation differences of $52.2 million caused by depreciation of the Polish zloty and Russian ruble against the U.S. dollar.

7. GOODWILL

Goodwill results from the Company’s acquisitions of Bols, Polmos Bialystok, Parliament, Russian Alcohol, Whitehall and Bols Hungary.

Goodwill, as at December 31, 2010	$	1,450,273
Impairment charges during the period		(546,930	)
Acquisitions during the period		269,555
Foreign exchange impact		(108,169	)
Goodwill, as at September 30, 2011	$	1,064,729

Goodwill is tested by the Company annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate goodwill is more likely than not impaired, which could result from significant adverse changes in the business climate and declines in the value of our business. Such indicators may include a sustained, decline in our stock price; a decline in our expected future cash flows; adverse change in the economic or business environment; the testing for recoverability of a significant asset group, among others. The occurrence of these indicators could have a significant impact on the recoverability of goodwill and could have a material impact on our consolidated financial statements.

Subsequently to the Company’s earnings release for the year ended December 31, 2010, the market value of the shares in CEDC dropped significantly. The Company considered the significant decrease in market value to be a triggering event of potential goodwill impairment. The Company performed impairment testing at March 31, 2011 and the fair value of reporting units was above the carrying amount and no impairment charge was recognized. During the third quarter of 2011, the Company was closely monitoring events or changes in circumstances that might impact the assumptions used in the four year business model and identified certain impairment indicators that would trigger the need for an impairment test, including sustained difference in enterprise market capitalization and book value and performance of reporting units below expectations, changing of sales channel and product mix, declining vodka markets in Poland and Russia and market disruptions from relicensing in Russia. Based on these events, the Company determined that it was more likely than not that the fair value of our reporting units was less than its carrying amount and accordingly, the Company performed a goodwill impairment test as of September 30, 2011.

As of September 30, 2011, in order to support the value of goodwill, the Company calculated the fair value of the reporting units using a discounted cash flow approach based on the following assumptions:

• Risk free rates for Poland and Russia used for calculation of discount rate were based upon current market rates of long term Polish Government Bonds rates and long-term Russian Government Bonds rates. When estimating discount rates to be used for the calculation we have taken into account current market conditions in Poland and Russia separately. As a result of our assumptions and calculations, the following discount rates of 9.09% and 11.03% for Poland and Russia, respectively have been determined,

• The Company has identified impairment indicators for the following reporting units and tested their fair value: Poland Core Business Unit and Russia Core Business Unit. In respect of the Poland Fine Wines Unit, Russia Import Unit and Hungary Unit there were no impairment indicators identified.

• The Company estimated the growth rates in projecting cash flows for each of our reporting group separately, based on a detailed four year plan related to each reporting unit,

• The Company estimated the terminal value growth rates for goodwill from 2.5% for Polish unit and 3.0% for Russian reporting unit.

Based on goodwill impairment test as of September 30, 2011, it was determined that the carrying value of our Core Business unit in Russia and Poland exceeded its fair value. The primary reasons for this was the continuous decline in spirits market in Poland and Russia, the cannibalization of premium brands by mainstream brands resulting in lower margins in Poland, as well as, relicensing process in Russia for wholesalers in the second and third quarter of current year that resulted in decrease in number of active wholesalers in the market. As a result, the Company completed step two of the impairment test, and compared the implied fair value of the reporting unit’s goodwill to the carrying amount of the reporting unit’s goodwill. As the carrying amount of the reporting unit’s goodwill for Core Business unit in Russia and Poland was greater than the implied fair value of a the underlying reporting units’ goodwill values, an impairment loss was recognized for the excess amounting to $546.9 million.

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8. EQUITY METHOD INVESTMENTS IN AFFILIATES

We held the following investments in unconsolidated affiliates:

		Carrying Value
	Type of affiliate	September 30, 2011		December 31, 2010
Whitehall Group	Equity-Accounted Affiliate	$	0	$	243,128
	Total Carrying value	$	0	$	243,128

As of December 31, 2010, the Company had an 80% economic interest and an effective voting interest of 49% in Whitehall and a voting interest of 25% in the Moet Hennessy Russia joint venture (“MH”), through Whitehall’s 50% stake in MH. On February 7, 2011, the acquisition of the remaining portion of Whitehall not previously owned was completed. The Company changed the accounting treatment for its interest in Whitehall from the equity method of accounting to consolidation starting from February 7, 2011.

On March 30, 2011, the Company through its ownership of Whitehall sold its stake in MH to Moet Hennessey. As of the completion of this transaction, Whitehall will no longer have any direct ownership stake in MH, however, it will continue cooperation with MH as a key distributor in the Russian market.

The Company received $10.9 million of dividends from Whitehall during the year ended December 31, 2010 and $7.6 million of dividends received in January 2011, when Whitehall was consolidated under the equity method.

The summarized financial information of investments are shown in the below table with the balance sheet financial information reflecting Whitehall and MH accounted under the equity method as of December 31, 2010. The results from operations for the three and nine month periods ended September 30, 2011 include the results of Whitehall from January 1, 2011 to February 7, 2011 and MH from January 1, 2011 to March 30, 2011.

	Total		Total
	September 30, 2011		December 31, 2010
Current assets	$	0	$	142,256
Noncurrent assets		0		101,329
Current liabilities		0		101,966
Noncurrent liabilities	$	0	$	0

	Total		Total		Total			Total
	Three months ended September 30, 2011		Three months ended September 30, 2010		Nine months ended September 30, 2011			Nine months ended September 30, 2010
Net sales	$	0	$	37,805	$	6,494		$	94,350
Gross margin		0		14,457		1,995			34,254
Operating profit/(loss)		0		4,611		(9,975	)		2,850
Income/(loss) from continuing operations		0		2,148		(11,018	)		2,703
Net income/(loss) attributable to the registrant		0		2,148		(11,018	)		2,703
Net income/(loss) attributable to CEDC	$	0	$	1,719	$	(8,814	)	$	2,163

9. COMPREHENSIVE INCOME/(LOSS)

Comprehensive income/(loss) is defined as all changes in equity during a period except those resulting from investments by owners and distributions to owners. Comprehensive income/(loss) includes net income adjusted by, among other items, foreign currency translation adjustments and our proportionate share of the comprehensive income/(loss) of our equity method affiliates. The foreign translation losses/gains on the re-measurements from foreign currencies to U.S. dollars are classified separately as foreign currency translation adjustment within accumulated other comprehensive income included in stockholders’ equity.

As of September 30, 2011, our functional currencies (Polish zloty, Russian ruble and Hungarian forint) used to translate the balance sheet were weaker against the U.S. dollar as compared to the exchange rate as of December 31, 2010, and as a result $53.4 million of foreign currency translation adjustment was recognized as part of total comprehensive income related to continuing operations.

10. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.

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	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Basic:
Net income / (loss) from continuing operations, net of noncontrolling interests in subsidiaries	($	839,850	)	$	68,879	($	835,715	)	$	10,314
Income / (loss) on discontinued operations		0			31,017		0			(11,778	)
Net income / (loss)	($	839,850	)	$	99,896	($	835,715	)	($	1,464	)
Weighted average shares of common stock outstanding (used to calculate basic EPS)		72,490			70,432		72,063			69,925
Net effect of dilutive employee stock options based on the treasury stock method		26			183		55			270
Weighted average shares of common stock outstanding (used to calculate diluted EPS)		72,516			70,615		72,118			70,195
Net income / (loss) per common share - basic:
Continuing operations	($	11.59	)	$	0.98	($	11.60	)	$	0.15
Discontinued operations	$	0.00		$	0.44	$	0.00		($	0.17	)
	($	11.59	)	$	1.42	($	11.60	)	($	0.02	)
Net income / (loss) per common share - diluted:
Continuing operations	($	11.59	)	$	0.98	($	11.60	)	$	0.15
Discontinued operations	$	0.00		$	0.43	$	0.00		($	0.17	)
	($	11.59	)	$	1.41	($	11.60	)	($	0.02	)

Employee stock options granted have been included in the above calculations of diluted earnings per share since the exercise price is less than the average market price of the common stock during the three and nine month periods ended September 30, 2011 and 2010. In addition there is no adjustment to fully diluted shares related to the Convertible Senior Notes as the average market price was below the conversion price for the periods.

11. BORROWINGS

Bank Facilities

On December 17, 2010, the Company entered into a term and overdraft facilities Agreement (the “Credit Facility”) with Bank Handlowy w Warszawie S.A. (“Bank Handlowy”), as Agent, Original Lender and Security Agent, and Bank Zachodni WBK S.A. (“WBK”), as Original Lender. The Credit Facility provides for a credit limit of up to 330.0 million Polish zloty (or approximately $ 111.5 million) which may be disbursed as one term loan and two overdraft facilities to be used to (i) refinance existing credit facilities and (ii) finance general business purposes of the borrowers. On December 20, 2010, the Company drew approximately 130.0 million Polish zloty (or approximately $43.9 million), and used the net proceeds to repay previous loan facilities with other lenders.

On February 28, 2011 the Company, entered into a letter agreement with Bank Handlowy and WBK pursuant to which and subject to the terms and conditions contained therein, the parties agreed, to waive any breach of the Consolidated Coverage Ratio covenant and the Net Leverage Ratio covenant relating to the Calculation Period ending on December 31, 2010 and amended these ratios for purposes of the Calculation Period ending on September 30, 2011 to 1.28:1 and 8.35:1, respectively. As a result of the Letter Agreement, our failure to comply with the Consolidated Coverage Ratio covenant and the Net Leverage Ratio covenant as of December 31, 2010 did not result in a default under the Credit Facility. In connection with this agreement, the Company agreed to pay a one-time waiver fee of PLN 3.3 million (approximately $1.15 million). In addition, the Company agreed with its lenders that the amount available under the overdraft facilities included in the Credit Facility is reduced to PLN 120 million (approximately $41.6 million) and the margins on term loan and overdraft facilities will be increased (with effect from March 1, 2011) to 4.25% and 3.25%, respectively, and the margin on letters of credit issued thereunder will be increased to 2.50%.

On April 21, 2011, the Company entered into an amended set of terms for the Credit Facility. As part of the amendment, on April 22, 2011, the Company repaid the remaining PLN 122.5 million ($44.3 million) term facility while at the same time retaining the PLN 120 million ($43.4 million) overdraft limit which was further decreased to PLN 60 million ($18.4 million) as

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of September 30, 2011. The overdraft facility going forward does not contain either the Consolidated Coverage Ratio or the Net Leverage Ratio previously required under the Credit Facility. Furthermore, the Company has no covenant compliance obligations at September 30, 2011 related to the Credit Facility. In addition to the elimination of covenants, the revised terms of the overdraft facility provide for an initial 100 basis point reduction in the margin charged to the Company, with further reductions coming over the next three months, and the maximum amount available for borrowing under the overdraft facility will be reduced over the course of the next three months as well. The outstanding liability under this overdraft facility as of September 30, 2011 amounted to $16.1 million.

As of September 30, 2011, the Company has outstanding liability of $33.9 million from the term loans from Zenit Bank, Alfa Bank and Raiffeisen Bank drawn by Whitehall with renewal dates in the first and second quarter of 2012, as well as a liability of $18.7 million from the term loan from Unicredit drawn by Russian Alcohol with maturity date in November 2012. This loan has no financial covenants that need to be met and is secured by goods up to 720 million Russian rubles and guarantees given by companies of Russian Alcohol.

As of September 30, 2011, the Company had available under existing overdraft facilities in Poland approximately $16.6 million from the Credit Facility mentioned above and approximately $0.5 million available in Hungary.

Convertible Senior Notes due 2013

On March 7, 2008, the Company completed the issuance of $310 million aggregate principal amount of 3% Convertible Senior Notes due 2013 (the “Convertible Senior Notes”). Interest is due semi-annually on the 15^th of March and September, beginning on September 15, 2008. The Convertible Senior Notes are convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principal amount, subject to certain adjustments. Upon conversion of the notes, the Company will deliver cash up to the aggregate principal amount of the notes to be converted and, at the election of the Company, cash and/or shares of common stock in respect to the remainder, if any, of the conversion obligation. The proceeds from the Convertible Senior Notes were used to fund the cash portions of the acquisition of Copecresto Enterprises Limited and Whitehall.

As of September 30, 2011 the Company had accrued interest of $0.4 million related to the Convertible Senior Notes, with the next coupon due for payment on March 15, 2012. Total obligations under the Convertible Senior Notes are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method as shown in the table below:

	September 30,			December 31,
	2011			2010
Convertible Senior Notes	$	310,000		$	310,000
Unamortized debt discount		(1,291	)		(2,311	)
Debt discount related to ASC 470-20		(5,337	)		(8,567	)
Total	$	303,372		$	299,122

Senior Secured Notes due 2016

On December 2, 2009, the Company issued $380 million 9.125% Senior Secured Notes due 2016 and €380 million 8.875% Senior Secured Notes due 2016 (the “2016 Notes”) in an unregistered offering to institutional investors. The Company used a portion of the net proceeds from the 2016 Notes to redeem the Company’s outstanding 2012 Notes, having an aggregate principal amount of €245.4 million on January 4, 2010. The remainder of the net proceeds from the 2016 Notes was used to (i) purchase Lion Capital’s remaining equity interest in Russian Alcohol by exercising the Lion Option and the Co-Investor Option, pursuant to the terms and conditions of the Lion Option Agreement and the Co-Investor Option Agreement, respectively (ii) repay all amounts outstanding under Russian Alcohol credit facilities; and (iii) repay certain other indebtedness.

On December 9, 2010, the Company issued an additional €50.0 million 8.875% Senior Secured Notes due 2016 (the “2016 Notes”) in an unregistered offering to institutional investors. The Company used the net proceeds from the additional 2016 Notes to repay its term loans and overdraft facilities with Bank Handlowy w Warszawie S.A and Bank Zachodni WBK S.A.

As of September 30, 2011 and December 31, 2010 the Company had accrued interest of $28.8 million and $7.1 million respectively, related to the Senior Secured Notes due 2016, with the next coupon due for payment on December 1, 2011.

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	September 30,			December 31,
	2011			2010
Senior Secured Notes due 2016	$	962,060			955,296
Unamortized debt discount		(3,345	)		(3,660	)
Total	$	958,715		$	951,636

	September 30,
	2011
Principal repayments for the following years
2011	$	16,264
2012		56,687
2013		303,372
2014		0
2015 and beyond		958,715
Total	$	1,335,038

12. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Elements of cost include materials, labor and overhead and are classified as follows:

	September 30,		December 31,
	2011		2010
Raw materials and supplies	$	23,260	$	26,847
In-process inventories		2,376		3,314
Finished goods and goods for resale		79,525		63,517
Total	$	105,161	$	93,678

13. STOCKHOLDER’S EQUITY

On September 6, 2011, the Company adopted a Rights Agreement between the Company and American Stock Transfer & Trust Company LLC, as rights agent, dated as of that date (“the Rights Agreement”), and declared a dividend distribution of one preferred share purchase right (a “Right”) for each outstanding share of common stock that was payable to stockholders of record as of the close of business on September 19, 2011 (the “Record Date”). Subject to the terms, provisions and conditions of the Rights Agreement, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Preferred Shares”), at a price of $45.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment.

Initially, the Rights will be attached to all Common Share certificates or to the registration of uncertificated Common Shares in the Company’s share register, if any, and no separate certificates evidencing the Rights (“Right Certificates”) will be issued. Separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth business day following a public announcement indicating that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10% or more of the outstanding Common Shares (which includes for this purpose stock referenced in derivative transactions and securities) or (ii) the tenth business day (or such later date as the Board of Directors may determine prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the then outstanding Common Shares (the earlier of such dates being the “Distribution Date”).

The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, if any, that are registered after the Record Date upon transfer or new issuance of such Common Shares will also contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common

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Shares, or the registration of transfer of ownership in the Company’s share register with respect to uncertificated Common Shares, outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate or registration.

The Rights are not exercisable until the Distribution Date. The Rights will expire on September 6, 2021 (the “Expiration Date”), unless the Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

If a person or group becomes an Acquiring Person (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void.

In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company, which at the time of such transaction will have a market value of two times the exercise price of the Right.

At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

At any time prior to the Distribution Date, the Board of Directors of the Company may redeem the Rights, in whole but not in part, at a price of $0.01 per Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors, in its sole discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after the Distribution Date no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person).

The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are subject to adjustment under certain circumstances.

Because of the nature of the Preferred Shares’ dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation any dividend, liquidation or voting rights.

14. INCOME TAXES

The Company operates in several tax jurisdictions primarily: the United States of America, Poland, Hungary and Russia. All subsidiaries file their own corporate tax returns as well as account for their own deferred tax assets and liabilities. The Company does not file a U.S. Federal Tax Return based upon its consolidated income, but does file a U.S. Federal Tax Return based on the statement of operations for transactions occurring in the United States of America. For income taxes accounted for on an interim basis, the Company estimates the annual effective tax rate and applies this rate to its pre-tax US GAAP income/(loss), unless a discrete event occurs that requires additional consideration.

The Company files income tax returns in the U.S., Poland, Hungary, Russia, as well as in various other countries throughout the world in which we conduct our business. The major tax jurisdictions and their earliest fiscal years that are currently open for tax examinations are 2007 in the U.S., 2006 in Poland and Hungary and 2008 in Russia.

Due to revision of the outlook for the future, in connection with the decline of the spirits market in Poland and Russia, pricing impact from continued growth of discounters and the cannibalization of Premium brands by Mainstream brands resulting in lower margins in Poland, the Company performed an analysis of the recoverability of its deferred tax asset balance related to tax losses carried forward. Based on the analysis the Company recorded full provision for the deferred tax assets in Poland, which was recognized previously in relation to tax losses carried forward. The total deferred tax asset as of September 30, 2011 amounts to $102.5 million in comparison to deferred tax liability of $131.5 million.

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15. OPERATING SEGMENTS

The Company operates and manages its business based upon three primary geographic segments: Poland, Russia and Hungary. Selected financial data split based upon this segmentation assuming elimination of intercompany revenues and profits is shown below: Segment information represents only continuing operations.

	Segment Net Sales				Segment Net Sales
	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Segment
Poland	$	59,007	$	52,382	$	163,651	$	153,213
Russia		162,062		98,744		413,375		311,667
Hungary		7,781		6,634		20,492		18,283
Total Net Sales	$	228,850	$	157,760	$	597,518	$	483,163

	Operating Income / (Loss)						Operating Income / (Loss)
	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Segment
Poland before fair value adjustments	$	8,985		$	14,276		$	20,366		$	40,197
Gain on remeasurement of previously held equity interests		0			0			7,898			0
Impairment charge		(213,687	)		0			(213,687	)		0
Poland after fair value adjustments		(204,702	)		14,276			(185,423	)		40,197
Russia before fair value adjustments		21,152			15,843			29,743			58,816
Impairment charge		(460,828	)		0			(460,828	)		0
Russia after fair value adjustments		(439,676	)		15,843			(431,085	)		58,816
Hungary		1,446			1,001			3,387			2,800
Corporate Overhead
General corporate overhead		(1,570	)		(1,286	)		(3,862	)		(3,827	)
Option Expense		(662	)		(761	)		(1,999	)		(2,433	)
Total Operating Profit / (Loss)	($	645,164	)	$	29,073		($	618,982	)	$	95,553

	Identifiable Operating Assets
	September 30,		December 31,
	2011		2010
Segment
Poland	$	688,427	$	1,168,206
Russia		1,654,979		2,189,694
Hungary		21,142		33,495
Corporate		43,013		4,787
Total Identifiable Assets	$	2,407,561	$	3,396,182

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	Goodwill
	September 30,		December 31,
	2011		2010
Segment
Poland	$	264,247	$	387,448
Russia		794,078		1,055,772
Hungary		6,404		7,053
Total Goodwill	$	1,064,729	$	1,450,273

16. INTEREST EXPENSE, NET

The following items are included in Interest expense, net:

	Three months ended September 30,						Nine months ended September 30
	2011			2010			2011			2010
Interest income	$	127		$	1,294		$	1,008		$	3,666
Interest expense		(29,160	)		(27,043	)		(85,254	)		(81,514	)
Total interest (expense), net	($	29,033	)	($	25,749	)	($	84,246	)	($	77,848	)

17. OTHER FINANCIAL INCOME, NET

The following items are included in Other financial income, net:

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Foreign exchange impact related to foreign currency financing	($	174,136	)	$	81,773	($	123,404	)	$	792
Other gains		3,327			0		2,389			4,195
Total other financial income / (expense), net	($	170,809	)	$	81,773	($	121,015	)	$	4,987

18. OTHER NON-OPERATING EXPENSE

The following items are included in Other Non-Operating Expense:

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Early redemption call premium	$	0		$	0		$	0		$	(14,115	)
Write-off of unamortized offering costs		0			0			0			(4,076	)
Dividend received		0			0			0			7,642
Write-off of assets held for sale		(7,355	)		0			(7,355	)		0
Other gains / (losses)		(4,278	)		(914	)		(7,915	)		(1,717	)
Total other non operating income / (expense), net	$	(11,633	)	$	(914	)	$	(15,270	)	$	(12,266	)

Other non-operating items in the three and nine month period ended September 30, 2010 include early redemption call premium as well as write-off of unamortized offering costs both related to the 2012 Senior Secured Notes that were refinanced with the new 2016 Senior Secured Notes in January 2010.

19. STOCK OPTION PLANS AND WARRANTS

The Company recognizes the cost of all employee stock options on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures.

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Determining the fair value of share-based awards at the grant date requires judgment, including estimating the expected term that the stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Judgment is also required in estimating the amount of share-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, share-based compensation expense could be materially impacted.

A summary of the Company’s stock option and restricted stock units activity, and related information for the three month periods ended March 31, 2011, June 30, 2011 and September 30, 2011 is as follows:

Total Options	Number of Options			Weighted- Average Exercise Price
Outstanding at January 1, 2011		1,300,400		$	29.06
Granted		82,000		$	23.06
Exercised		(13,063	)	$	5.02
Forfeited		(16,833	)	$	27.75
Outstanding at March 31, 2011		1,352,504		$	28.65
Exercisable at March 31, 2011		1,080,512		$	29.43
Outstanding at April 1, 2011		1,352,504		$	28.65
Granted		79,250		$	11.02
Exercised		(5,062	)	$	1.13
Forfeited		(21,825	)	$	27.37
Outstanding at June 30, 2011		1,404,867		$	27.77
Exercisable at June 30, 2011		1,111,625		$	29.12
Outstanding at July 1, 2011		1,404,867		$	27.77
Granted		0		$	0
Exercised		0		$	0
Forfeited		0		$	0
Outstanding at September 30, 2011		1,404,867		$	27.77
Exercisable at September 30, 2011		1,111,625		$	29.12

Nonvested restricted stock units	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2011		79,150		$	35.82
Granted		378		$	25.55
Vested		(20,223	)	$	30.42
Forfeited		(4,329	)	$	16.04
Nonvested at March 31, 2011		54,976		$	37.96
Nonvested at April 1, 2011		54,976		$	37.96
Granted		28,685		$	11.53
Vested		(3,679	)	$	60.59
Forfeited		(364	)	$	32.06
Nonvested at June 30, 2011		79,618		$	27.42
Nonvested at July 1, 2011		79,618		$	27.42
Granted		67,940		$	10.63
Vested		(6,987	)	$	69.35
Forfeited		0		$	0
Nonvested at September 30, 2011		140,571		$	17.22

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Nonvested restricted stock	Number of Restricted Stock			Weighted- Average  Grant Date Fair Value
Nonvested at January 1, 2011		46,001		$	29.84
Granted		40,035		$	22.86
Vested		(1,000	)	$	35.01
Forfeited		(7,501	)	$	29.73
Nonvested at March 31, 2011		77,535		$	26.18
Nonvested at April 1, 2011		77,535		$	26.18
Granted		7,583		$	11.25
Vested		0		$	0.00
Forfeited		0		$	0.00
Nonvested at June 30, 2011		85,118		$	24.85
Nonvested at July 1, 2011		85,118		$	24.85
Granted		0		$	0
Vested		0		$	0
Forfeited		0		$	0
Nonvested at September 30, 2011		85,118		$	24.85

During the three months ended September 30, 2011, the range of exercise prices for outstanding options was $2.00 to $60.92. During 2011, the weighted average remaining contractual life of options outstanding will be 5.3 years. Exercise prices for options exercisable as of September 30, 2011 ranged from $2.00 to $60.92. The Company has also granted 67,940 restricted stock units at an average price of $10.63 during the third quarter of 2011.

The Company has issued stock options to employees under stock based compensation plans. Stock options are issued at the current market price, subject to a vesting period, which varies from one to three years. As of September 30, 2011, the Company has not changed the terms of any outstanding awards.

During the three months ended September 30, 2011, the Company recognized compensation cost of $2.0 million and a related deferred tax asset of $0.4 million.

As of September 30, 2011, there was $2.0 million of total unrecognized compensation cost related to non-vested stock options, restricted stock units and restricted stock granted under the Plan. The costs are expected to be recognized over period through 2011-2015.

Total cash received from exercise of options during the nine months ended September 30, 2011 amounted to $72 thousand.

For the three month period ended September 30, 2011, the compensation expense related to all options was calculated based on the fair value of each option grant using a binomial distribution model. The Company has never paid cash dividends and does not currently have plans to pay cash dividends, and thus has assumed a 0% dividend yield. Expected volatilities are based on an average of implied and historical volatility projected over the remaining term of the options. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rates is based primarily upon historical experience of employee turnover. As individual grant awards become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures. The following weighted-average assumptions were used in the calculation of fair value:

	Nine months ended September 30,
	2011			2010
Fair Value	$	7.60		$	12.57
Dividend Yield		0	%		0	%
Expected Volatility		66.1	%		68.2	%
Weighted Average Volatility		66.1	%		68.2	%
Risk Free Interest Rate		0.3	%		0.3% -0.5	%
Expected Life of Options from Grant		3.2			3.2

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20. COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved in litigation from time to time and has claims against it in connection with matters arising in the ordinary course of business. In the opinion of management, the outcome of these proceedings will not have a material adverse effect on the Company’s operations.

Supply Contracts

The Company has various agreements covering its sources of supply, which, in some cases, may be terminated by either party on relatively short notice. Thus, there is a risk that a portion of the Company’s supply of products could be curtailed at any time.

Bank Guarantees

In accordance with current legislation in Russia each producer of spirit beverages must acquire excise stamps and must pay excise tax in full before buying spirit for production purposes. For each lot of stamps purchased the alcohol producer must provide the relevant body with a bank guarantee in the full amount of payment for the excise tax to secure the legality of usage of the excise stamps. This bank guarantee serves as insurance against the illegal usage of excise stamps by an alcohol producer.

In addition, under new legislation effective since August 1st 2011 the producer purchasing spirit alcohol must a) prepay the excise tax in full or b) provide the relevant tax body with a bank guarantee in the full amount of the excise tax before purchasing to secure payment of the excise tax. This bank guarantee serves as insurance that the excise tax is paid in time.

Under this requirement Russian Alcohol signed a “guarantee line” agreement with multiple banks pursuant to which it was provided with a guarantee limit of 11.6 billion Russian rubles (approximately $362.2 million) for a period of 5 years.

Russian Alcohol has the right to obtain bank guarantees during the agreement term for each purchase of excise stamps and for the purchase of spirit. The guarantee for excise stamps is held by the beneficiary (Rosalkoregulirovanie) during the whole production period for which the excise stamps were purchased. The guarantee for excise tax is held by the beneficiary (the tax body) for 6 months after the end of month the spirit was purchased.

21. SUBSEQUENT EVENTS

On October 24, 2011, a class action complaint entitled Steamfitters Local 449 Pension Fund vs. Central European Distribution Corporation, et al. was filed on behalf of a putative class of all purchasers of our common stock from August 5, 2010 through February 28, 2011 against us and certain of our officers, alleging violations of federal securities law in connection with alleged materially false and misleading statements and/or omissions regarding our business, financial results and prospects in our public statements and public filings with the U.S. Securities & Exchange Commission for the second and third quarters of 2010, relating to declines in our vodka portfolio, our need to take an impairment charge relating to the deterioration in fair value of certain of our brands in Poland and negative financial results from the launch of Żubrówka Biała, a new vodka product. The complaint seeks unspecified money damages. We believe the allegations are without merit and intend to vigorously defend ourselves, therefore no provision for any potential liability in this respect has been recorded as of September 30, 2011.

22. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements adopted during the three months ended September 30, 2011 that had a material impact on the unaudited condensed consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto appearing elsewhere in this report.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information.

This report contains forward-looking statements, which provide our current expectations or forecasts of future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, but the absence of these words does not necessarily mean that a statement is not forward-looking. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this report and include, without limitation:

• information concerning possible or assumed future results of operations, trends in financial results and business plans, including those relating to earnings growth and revenue growth, liquidity, prospects, strategies and the industry in which the Company and its subsidiaries operate;

• statements about the level of our costs and operating expenses relative to the Company revenues, and about the expected composition of the Company’s revenues;

• statements about consummation, financing, results and integration of the Company’s acquisitions, including future acquisitions the Company may make;

• information about the impact of Polish and/or Russian regulations on the Company business;

• statements about local and global credit markets, currency exchange rates and economic conditions;

• other statements about the Company’s plans, objectives, expectations and intentions; and

• other statements that are not historical facts.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, the development of the industry in which we operate, and the effects of acquisitions on us may differ materially from those anticipated in or suggested by the forward-looking statements contained in this report. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

We urge you to read and carefully consider the items of the other reports that we have filed with or furnished to the SEC for a more complete discussion of the factors and risks that could affect us and our future performance and the industry in which we operate, including the risk factors described in this report and in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2011. In light of these risks, uncertainties and assumptions, the forward-looking events described in this report may not occur as described, or at all.

You should not unduly rely on these forward-looking statements, because they reflect our judgment only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statement to reflect circumstances or events after the date of this report, or to reflect on the occurrence of unanticipated events. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this report.

The following discussion and analysis provides information which management believes is relevant to the reader’s assessment and understanding of the Company’s results of operations and financial condition and should be read in conjunction with the Condensed Consolidated Financial Statements and the notes thereto found elsewhere in this report.

Overview

The Company is one of the world’s largest vodka producers and Central and Eastern Europe’s largest integrated spirit beverages business with its primary operations in Poland, Russia and Hungary. During the third quarter of 2011, the Company continued its strategy of integrating the business in Russia following the buyout of the remaining stake in Whitehall in the first quarter of 2011 where the Company took full economic and controlling ownership of the business. In addition, the Company continued to focus on growing sales volumes in its key markets of Poland and Russia. Overall, both the Polish and Russian vodka markets continued to see an overall market decline, however in Poland the Company was able to see year on year domestic volume growth for the nine months ending September 30, 2011 of 46% primarily due to the continued success of its recently launched Żubrówka Biała brand. Total

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Russian volumes were up which was driven primarily by the growth of the export business. On the domestic front, sales volumes for the third quarter of 2011 in Russia were down slightly by 1% as compared the same period in 2010. This was due to factors including an overall market that was down and the continued impact of the wholesaler relicensing process at the beginning of the quarter. Finally spirit, which is the main ingredient in vodka production, continued to see the high price levels from 2010 in the third quarter, which together with higher levels of market investment resulted in a contraction of gross margins as compared to the prior year and impacted total gross margins by $17.0 million for the first nine months of 2011 as compared to the prior year.

Significant factors affecting our consolidated results of operations

Effect of Acquisitions of Whitehall

As disclosed in prior filings, on May 23, 2008, the Company and certain of its affiliates entered into, and closed upon, a Share Sale and Purchase Agreement and certain other agreements whereby the Company acquired shares representing 50% minus one vote of the voting power, and 80% of the economic interests in Whitehall.

On February 7, 2011, the Company entered into a definitive Share Sale and Purchase Agreement and registration rights agreement, in accordance with the terms that were agreed by the parties on November 29, 2010, and disclosed in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2010. Pursuant to these agreements, among other things and upon the terms and subject to the conditions contained therein, we received the remaining 20% of the economic interest and 50% plus one vote of the voting interest in the Whitehall Group (“Whitehall”) previously not owned by us, as well as the global intellectual property rights for the Kauffman Vodka brand. In exchange we paid total consideration of $93.2 million including $17.5 million for the intellectual property rights for the Kauffman Vodka brand. For further details on the whole structure of this acquisition please refer to Note 3 of the accompanying Consolidated Condensed Financial Statements attached herein.

As a result of this transaction, the Company acquired 100% of the voting and economic interest in the Whitehall Group and changed the accounting treatment for interest in Whitehall from the equity method of accounting to consolidation starting from February 7, 2011.

Effect of Exchange Rate and Interest Rate Fluctuations

Substantially all of Company’s operating cash flows and assets are denominated in Polish zloty, Russian ruble and Hungarian forint. This means that the Company is exposed to translation movements both on its balance sheet and statement of operations. The impact on working capital items is demonstrated on the cash flow statement as the movement in exchange on cash and cash equivalents. The impact on the statement of operations is due to the movement of the average exchange rate used to restate the statements of operations from Polish zloty, Russian ruble and Hungarian forint to U.S. dollars. The amounts shown as exchange rate gains or losses on the face of the statements of operations relate only to realized gains or losses on transactions that are not denominated in Polish zloty, Russian ruble or Hungarian forint.

Because the Company’s reporting currency is the U.S. dollar, the translation effects of fluctuations in the exchange rate of our functional currencies have impacted the Company’s financial condition and results of operations and have affected the comparability of our results between financial periods.

The Company also has borrowings including its Convertible Notes due 2013 and Senior Secured Notes 2016 that are denominated in U.S. dollars and euros, which have been lent to its operations where the functional currency is the Polish zloty and Russian ruble. The effect of having debt denominated in currencies other than the Company’s functional currencies is to increase or decrease the value of the Company’s liabilities on that debt in terms of the Company’s functional currencies when those functional currencies depreciate or appreciate in value, respectively. As a result of this, the Company is exposed to gains and losses on the re-measurement of these liabilities. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rate which could result in a significant impact in the results of the Company’s operations.

Exchange Rate	Value of notional amount	Pre-tax impact of a 1% movement in exchange rate
USD-Polish zloty	$426 million	$4.3 million gain/loss
USD-Russian ruble	$264 million	$2.6 million gain/loss
EUR-Polish zloty	€430 million or approximately $582 million	$5.8 million gain/loss

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Effect of Impairment Testing

The Company continued to observe an overall market environment of declining vodka consumption and significant price sensitivities in its core markets of Poland and Russia. Additionally the Company experienced other key changes in market conditions, including changing of sales channel and product mix and market disruptions from relicensing in Russia. As such the Company determined that an impairment indicator exists, performed a goodwill impairment test during the third quarter of 2011 and took an impairment charge of $546.9 million related to its core businesses in Poland and Russia. Also related to this was the underperformance of certain brands in Poland, primarily Bols Vodka, due to among other factors cannibalization of volumes from recently launched brands such as Żubrówka Biała. Therefore, the Company also took an impairment charge for trademarks during the third quarter of 2011 of $127.6 million.

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Results of Operations:

Three months ended September 30, 2011 compared to three months ended September 30, 2010

A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.

	Three months ended September 30,
	2011			2010
Sales	$	451,592		$	347,492
Excise taxes		(222,742	)		(189,732	)
Net sales		228,850			157,760
Cost of goods sold		135,742			80,448
Gross profit		93,108			77,312
Operating expenses		63,757			48,239
Impairment charge		674,515			0
Operating income		(645,164	)		29,073
Non operating income / (expense), net
Interest income / (expense), net		(29,033	)		(25,749	)
Other financial income / (expense), net		(170,809	)		81,773
Other non operating income / (expense), net		(11,633	)		(914	)
Income / (loss) before taxes and equity in net income from unconsolidated investments		(856,639	)		84,183
Income tax benefit / (expense)		16,789			(17,023	)
Equity in net income / (losses) of affiliates		0			1,719
Income / (loss) from continuing operations		(839,850	)		68,879
Discontinued operations
Income/ (loss) from operations		0			30,870
Income tax benefit / (expense)		0			147
Income/ (loss) on discontinued operations		0			31,017
Net income / (loss)	$	(839,850	)	$	99,896
Income / (loss) from continuing operations per share of common stock, basic	($	11.59	)	$	0.98
Income / (loss) from discontinued operations per share of common stock, basic	($	0.00	)	$	0.44
Net income / (loss) from operations per share of common stock, basic	($	11.59	)	$	1.42
Income / (loss) from continuing operations per share of common stock, diluted	($	11.59	)	$	0.98
Income / (loss) from discontinued operations per share of common stock, diluted	($	0.00	)	$	0.43
Net income / (loss) from operations per share of common stock, diluted	($	11.59	)	$	1.41

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Net Sales

Net sales represent total sales net of all customer rebates, excise tax on production and imports, and value added tax. Total net sales increased by approximately 45.1%, or $71.1 million, from $157.8 million for the three months ended September 30, 2010 to $228.9 million for the three months ended September 30, 2011. The increase was driven primarily by the consolidation of Whitehall during the third quarter of 2011, as it was not consolidated in the third quarter of 2010, resulting in an increase of $33.0 million, the underlying local currency sales growth (volume growth in Poland and price increases in Russia) of $31.2 million and the impact of foreign exchange translation of $6.9 million.

	Segment Net Sales Three months ended September 30,
	2011		2010
Segment
Poland	$	59,007	$	52,382
Russia		162,062		98,744
Hungary		7,781		6,634
Total Net Sales	$	228,850	$	157,760

Sales for Poland increased by $6.6 million from $52.4 million for the three months ended September 30, 2010 to $59.0 million for the three months ended September 30, 2011. This increase was driven mainly by a volume growth of 21% resulting in a net sales increase of $3.8 million as well as a strengthening of the Polish zloty against the U.S. dollar which accounted for approximately $2.8 million of sales in U.S. dollar terms. The total value growth of approximately 7% for the three months ended September 30, 2011 as compared to the prior period was lower than growth in volume terms due a number of factors. These factors include the increased trade marketing spend, which is a reduction of net sales revenue, to support the competitive Polish trading environment, continued growth of the discounter channel, which has the highest sales rebates and product mix, and sales of Żubrówka Biała which continued to cannibalize sales of higher price brands such as Bols and Soplica.

Sales for Russia increased by $63.4 million from $98.7 million for the three months ended September 30, 2010 to $162.1 million for the three months ended September 30, 2011. Included in the sales growth was a sales increase of $37.8 million from the consolidation of Whitehall in 2011, volume growth of 3% which together with price increases in Russia resulted in a increase of $22.6 million in sales, and strengthening of the Russian ruble against the U.S. dollar which accounted for approximately $3.0 million of sales in U.S. dollar terms. Of the $22.6 million of organic sales growth, export sales grew by $8.0 million; however export sales to the Ukraine, which represented 75% of these exports, contribute a lower gross margin percentage than domestic sales. The remainder of the organic sales growth was driven by higher value sales in the domestic volume. Although domestic volume sales were down by 1%, overall sales value increased by $14.5 million in local currency terms, due primarily to price increases taken during the year 2011. Lower sales volumes in Russia were primarily due to an overall soft spirit market in Russia, with total sales volumes in the industry down during the quarter as well continued disruption in the market related to the industry-wide relicensing process. This process led to instances where the wholesalers’ licenses were not timely renewed, which affected all of our businesses, with the biggest impact on domestic vodka sales.

Sales for Hungary increased by $1.2 million from $6.6 million for the three months ended September 30, 2010 to $7.8 million for the three months ended September 30, 2011 which resulted in a $0.4 million increase in volumes on local currency terms as well as a increase resulting from strengthening of the Hungarian forint against the U.S. dollar which accounted for approximately $0.8 million of sales in U.S. dollar terms.

Gross Profit

Total gross profit increased by approximately 20.4%, or $15.8 million, to $93.1 million for the three months ended September 30, 2011, from $77.3 million for the three months ended September 30, 2010, reflecting the increase in gross profit margins percentage in the three months ended September 30, 2011.

Gross profit margins as a percentage of net sales declined by 8.3 percentage points from 49.0% to 40.7% for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010. This decline was primarily driven by the higher market investments due to the competitive environment, as well as higher spirit pricing in both markets. Additionally impacting the gross profit in Poland was the cannibalization of sales volumes of our premium brand Bols by our new mainstream product Żubrówka Biała, which has a lower contribution per liter. The overall impact of higher cost of goods which includes the higher spirit pricing resulted in a $6.0 million impact on gross margins for three months ended September 30, 2011 compared to the same period in 2010.

Operating Expenses

Operating expenses consist of selling, general and administrative, or “S,G&A” expenses, advertising expenses, non-production depreciation and amortization, and provision for bad debts. Total operating expenses increased by $690.1 million, from $48.2 million for the three months ended September 30, 2010 to $738.3 million for the three months ended September 30, 2011. Operating expenses as a percent of net sales increased from 30.5% for the three months ended September 30,

24

2010 to 322.5% for the three months ended September 30, 2011. The increase resulted primarily from the impairment charges for Poland and Russia recorded as of September 30, 2011 of $674.5 million and consolidation of the results of Whitehall giving an additional $9.0 million of costs, relicensing and restructuring costs in Russia of $2.8 million, and costs associated with the production plant Tula which was closed during the quarter of $3.5 million.

For comparability of costs between periods operating expenses after excluding the impairment charge are shown separately in the table below. As a percent of net sales they decreased from 30.5% for the three months ended September 30, 2010 to 27.8% for the three months ended September 30, 2011. Operating expenses net of fair value adjustments and impairment charges increased by $15.6 million, from $48.2 million for the three months ended September 30, 2010 to $63.8 million for the three months ended September 30, 2011.

The table below sets forth the items of operating expenses.

	Operating Expenses Three Months Ended September 30,
	2011		2010
	($ in thousands)
S,G&A	$	53,691	$	40,536
Marketing		7,424		5,907
Depreciation and amortization		2,642		1,796
Sub-Total		63,757		48,239
Impairment charge		674,515		0
Total operating expense	$	738,272	$	48,239

S,G&A consists of salaries, warehousing and transportation costs, administrative expenses and bad debt expense. S,G&A expenses increased by $13.2 million, from $40.5 million for the three months ended September 30, 2010 to $53.7 million for the three months ended September 30, 2011. Of this increase $2.2 million is due to exchange rate changes of the Polish zloty and Russian ruble against the U.S. dollar.

Marketing expenses increased mainly due to higher marketing spending aligned to re-launching some of our products in 2011.

Depreciation and amortization increased by $0.8 million, from $1.8 million for the three months ended September 30, 2010 to $2.6 million for the three months ended September 30, 2011.

Operating Income

Total operating income decreased by $674.3 million, from $29.1 million income for the three months ended September 30, 2010 to $645.2 million loss for the three months ended September 30, 2011, primarily driven by impairment charges for Poland and Russia recorded as of September 30, 2011. The table below summarizes the segmental split of operating profit.

	Operating Income/(Loss) Three months ended September 30,
	2011			2010
Segment
Poland before fair value adjustments		8,985			14,276
Impairment charge		(213,687	)		0
Poland after fair value adjustments		(204,702	)		14,276
Russia before fair value adjustments		21,152			15,843
Impairment charge		(460,828	)		0
Russia after fair value adjustments		(439,676	)		15,843
Hungary		1,446			1,001
Corporate Overhead
General corporate overhead		(1,570	)		(1,286	)
Option Expense		(662	)		(761	)
Total Operating Profit/(Loss)	($	645,164	)	$	29,073

Underlying operating income in Poland excluding fair value adjustments decreased by approximately 37.1%, or $5.3 million, from $14.3 million for the three months ended September 30, 2010 to $9.0 million for the three months ended September 30, 2011.

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The operating income in Russia excluding fair value adjustments increased by 34.2%, or $5.4 million from $15.8 million for the three months ended September 30, 2010 to $21.2 million for the three months ended September 30, 2011. The changes in operating income in both of these segments were driven by all of the factors described above. Operating income for the three months ending September 30, 2011 was also impacted by the effect of the goodwill and trademark impairment charges. As noted above and as described in more detail in Notes 6 and 7 to the financial statements, the Company determined that certain impairment indicators existed during the quarter which subsequently led to the impairment charges of $213.7 million for Poland and $460.8 million for Russia.

Non Operating Income and Expenses

Total interest expense increased primarily due to issuance of an additional €50.0 million Senior Secured Notes due 2016 on December 9, 2010, by approximately 12.8%, or $3.3 million, from $25.7 million for the three months ended September 30, 2010 to $29.0 million for the three months ended September 30, 2011.

The Company recognized $170.8 million of non-cash unrealized foreign exchange rate loss in the three months ended September 30, 2011, primarily related to the impact of movements in exchange rates on our U.S. dollar and euro denominated liabilities, as compared to $81.8 million of gain in the three months ended September 30, 2010. The loss resulted mainly from the depreciation of the Polish zloty and Russian ruble against the U.S. dollar and euro in the third quarter of 2011.

Total other non-operating expenses increased by $10.7 million, from a loss of $0.9 million for the three months ended September 30, 2010 to a loss of $11.6 million for the three months ended September 30, 2011. This increase is mainly due to $7.4 million write-off of First Tula Distillery (“Tula”) assets to net realizable value. Additionally the Company began to factor receivables in 2011 which represent $1.1 million of expense for the three months ended September 30, 2011.

	Three months ended September 30,
	2011			2010
Write-off of assets held for sale		(7,355	)		0
Other gains / (losses)		(4,278	)		(914	)
Total other non operating income / (expense), net	($	11,633	)	($	914	)

Income Tax

Our effective tax rate for the three months ended September 30, 2011 was 2.0%, which is driven by the blended effective tax rates of 18% in Poland, 22% in Russia and 37% in the U.S. offset by certain tax amendments and changes to estimates related to tax loss carry forwards that the Company believes will not be utilized in the future in Poland and U.S.

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Nine months ended September 30, 2011 compared to nine months ended September 30, 2010

A summary of the Company’s operating performance (expressed in thousands except per share amounts) is presented below.

	Nine months ended September 30,
	2011			2010
Sales	$	1,227,732		$	1,058,260
Excise taxes		(630,214	)		(575,097	)
Net sales		597,518			483,163
Cost of goods sold		359,831			243,241
Gross profit		237,687			239,922
Operating expenses		190,052			144,369
Gain on remeasurement of previously held equity interests		(7,898	)		0
Impairment charge		674,515			0
Operating income		(618,982	)		95,553
Non operating income / (expense), net
Interest income / (expense), net		(84,246	)		(77,848	)
Other financial income / (expense), net		(121,015	)		4,987
Other non operating income / (expense), net		(15,270	)		(12,266	)
Income / (loss) before taxes and equity in net income from unconsolidated investments		(839,513	)		10,426
Income tax benefit / (expense)		12,612			(2,275	)
Equity in net income / (losses) of affiliates		(8,814	)		2,163
Income / (loss) from continuing operations		(835,715	)		10,314
Discontinued operations
Income/ (loss) from operations		0			(11,815	)
Income tax benefit / (expense)		0			37
Income/(loss) on discontinued operations		0			(11,778	)
Net income / (loss)	($	835,715	)	($	1,464	)
Income / (loss) from continuing operations per share of common stock, basic	($	11.60	)	$	0.15
Income / (loss) from discontinued operations per share of common stock, basic	$	0.00		($	0.17	)
Net income / (loss) from operations per share of common stock, basic	($	11.60	)	($	0.02	)
Income / (loss) from continuing operations per share of common stock, diluted	($	11.60	)	$	0.15
Income / (loss) from discontinued operations per share of common stock, diluted	$	0.00		($	0.17	)
Net income / (loss) from operations per share of common stock, diluted	($	11.60	)	($	0.02	)

Net Sales

Net sales represent total sales net of all customer rebates, excise tax on production and imports and value added tax. Total net sales increased by approximately 23.7%, or $114.3 million, from $483.2 million for the nine months ended September 30, 2010 to $597.5 million for the nine months ended September 30, 2011. The increase was driven primarily by the consolidation of Whitehall starting from the first quarter of 2011, as it was not consolidated in 2010, resulting in an increase of $94.8 million, as well as underlying local currency sales growth. This increase was partially offset by reduction of sales volume of our domestic vodka business in Russia as further discussed below. Our business split by segment, which represents our primary geographic locations of operations, Poland, Russia and Hungary, is shown below:

	Segment Net Sales
	Nine months ended September 30,
	2011		2010
Segment
Poland	$	163,651	$	153,213
Russia		413,375		311,667
Hungary		20,492		18,283
Total Net Sales	$	597,518	$	483,163

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Sales for Poland increased by $10.5 million from $153.2 million for the nine months ended September 30, 2010 to $163.7 million for the nine months ended September 30, 2011. This increase was driven mainly by a strengthening of the Polish zloty against the U.S. dollar which accounted for approximately $10.2 million of sales in U.S. dollar terms and higher volume sales of $12.2 million offset by a decrease in sales due to higher market investments and product sales mix in total of $11.9 million.

Sales for Russia increased by $101.7 million from $311.7 million for the nine months ended September 30, 2010 to $413.4 million for the nine months ended September 30, 2011. Included in the sales growth was a sales increase of $94.8 million from the consolidation of Whitehall into sales starting from February 2011. Additionally, sales increased by $12.1 million in U.S. dollar terms due to strengthening of the Russian ruble against the U.S. dollar. Export sales grew by $25.7 million; however export sales to the Ukraine, which represented 68% of these exports, contribute a lower gross margin percentage than domestic sales. Offsetting this was mainly lower local currency sales of $29.9 million and a $3.4 million decrease in sales for Bravo in the first quarter due to suspended production caused by its production license not being timely renewed. In early April, Bravo received its production license and normal sales continued again from this point with higher sales of its ready to drink products of $2.4 million in comparison to second quarter 2010.

Sales for Hungary increased by $2.2 million from $18.3 million for the nine months ended September 30, 2010 to $20.5 million for the nine months ended September 30, 2011 which results in a $0.7 million increase in volumes in local currency terms as well as a increase resulting from strengthening of the Hungarian forint against the U.S. dollar which accounted for approximately $1.5 million of sales in U.S. dollar terms.

Gross Profit

Total gross profit decreased by approximately 0.9%, or $2.2 million, to $237.7 million for the nine months ended September 30, 2011, from $239.9 million for the nine months ended September 30, 2010, reflecting the decrease in gross profit margins percentage in the nine months ended September 30, 2011.

Gross profit margins as a percentage of net sales declined by 9.9% from 49.7% to 39.8% for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010. This decline was primarily driven by the factors noted above, namely shift of sales from premium segment vodkas to the mainstream vodkas segment which has lower margin in both Poland and Russia, as well as substantially higher spirit pricing in both markets. The weight of the gross margin contribution relative to total sales of the Russian vodka business which tends to operate at higher gross profit levels than the Polish business was lower in 2011, thus impacting the overall blended gross profit as a percent of sales. Within the Polish market the main factor driving the lower gross profit margins as compared to Russia is that the Polish market continues to experience a strong competitive environment from other producers and retailers, especially discounters, making it difficult to increase prices in line with the spirit cost increases. The overall impact of higher cost of goods which includes the higher spirit pricing resulted in a $17.0 million impact on gross margins for nine months ended September 30, 2011 compared to the same period in 2010. Additionally impacting the gross profit in Poland was the cannibalization of the sales volumes of our premium brand Bols, by our new mainstream product Żubrówka Biała, which has a lower contribution per liter.

Operating Expenses

Operating expenses consist of selling, general and administrative, or “S,G&A” expenses, advertising expenses, non-production depreciation and amortization, and provision for bad debts. Total operating expenses increased by $712.3 million, from $144.4 million for the nine months ended September 30, 2010 to $856.7 million for the nine months ended September 30, 2011. This change is primarily driven by a non-cash impairment charge for Poland and Russia recorded as of September 30, 2011 of $674.5 million, and one-time gain recognized in the nine month period ended September 30, 2011, amounting to $7.9 million based on the remeasurement of previously held equity interests in Whitehall to fair value. For comparability of costs between periods, items of operating expenses after excluding this fair value adjustment are shown separately in the table below. Operating expenses, excluding fair value adjustments as a percent of net sales increased from 29.9% for the nine months ended September 30, 2010 to 31.8% for the nine months ended September 30, 2011. Operating expenses, net of fair value adjustments increased by $45.7 million, from $144.4 million for the nine months ended September 30, 2010 to $190.1 million for the nine months ended September 30, 2011. The increase resulted primarily from the consolidation of the results of Whitehall giving additional $26.4 million of costs, relicensing and restructuring costs in Russia of $7.2 million, as well as weakening of the Russian ruble and Polish zloty against the U.S. dollar which accounted for approximately $9.6 million of sales in U.S. dollar terms.

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The table below sets forth the items of operating expenses.

	Operating Expenses Nine Months Ended September 30,
	2011			2010
	($ in thousands)
S,G&A	$	160,970		$	122,261
Marketing		20,631			16,059
Depreciation and amortization		8,451			6,049
Sub-Total		190,052			144,369
Impairment charge		674,515			0
Fair value adjustments		(7,898	)		0
Total operating expense	$	856,669		$	144,369

S,G&A consists of salaries, warehousing and transportation costs, administrative expenses and bad debt expense. S,G&A expenses increased by $38.7 million, from $122.3 million for the nine months ended September 30, 2010 to $161.0 million for the nine months ended September 30, 2011. Of this increase $25.9 million is from the consolidation of Whitehall Group in 2011 and $8.1 million is due to exchange rate changes of the Polish zloty and Russian ruble against the U.S. dollar.

Marketing expenses increased mainly due to higher marketing spending aligned to relaunching some of our products in 2011.

Depreciation and amortization increased by $2.5 million, from $6.0 million for the nine months ended September 30, 2010 to $8.5 million for the nine months ended September 30, 2011.

Operating Income

Total operating income decreased by $714.6 million, from $95.6 million income for the nine months ended September 30, 2010 to $619.0 million loss for the nine months ended September 30, 2011, primarily driven by an impairment charge for Poland and Russia recorded as of September 30, 2011 of $674.5 million. The table below summarizes the segmental split of operating profit. Excluding the impact of fair value adjustments incurred in 2011, underlying operating profit decreased from $95.6 million to $47.6 million. Fair value adjustments recorded in 2011 include a one-time gain on the re-measurement of previously held equity interests in Whitehall at the time of consolidation of $7.9 million and impairment charges of $215.2 million for Poland and $459.4 million for Russia.

	Operating Income/(Loss) Nine months ended September 30,
	2011			2010
Segment
Poland before fair value adjustments	$	20,366		$	40,197
Gain on remeasurement of previously held equity interests		7,898			0
Impairment charge		(213,687	)		0
Poland after fair value adjustments		(185,423	)		40,197
Russia before fair value adjustments		29,743			58,816
Impairment charge		(460,828	)		0
Russia after fair value adjustments		(431,085	)		58,816
Hungary		3,387			2,800
Corporate Overhead
General corporate overhead		(3,862	)		(3,827	)
Option Expense		(1,999	)		(2,433	)
Total Operating Profit/(Loss)	($	618,982	)	$	95,553

Underlying operating income in Poland excluding fair value adjustments decreased by approximately 49.3%, or $19.8 million, from $40.2 million for the nine months ended September 30, 2010 to $20.4 million for the nine months ended September 30, 2011. The operating income in Russia excluding fair value adjustments decreased by 49.5%, or $29.1 million from the income of $58.8 million for the nine months ended September 30, 2010 to $29.7 million for the nine months ended September 30, 2011. The changes in operating income in both of these segments were driven by all of the factors described above.

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Non Operating Income and Expenses

Total interest expense increased by approximately 8.2%, or $6.4 million, from $77.8 million for the nine months ended September 30, 2010 to $84.2 million for the nine months ended September 30, 2011. This increase is mainly a result of the strong euro as compared to the U.S. dollar, as a significant portion of the long-term borrowings are denominated in euros.

The Company recognized $118.6 million of unrealized foreign exchange rate losses in the nine months ended September 30, 2011, primarily related to the impact of movements in exchange rates on our U.S. dollar and euro denominated liabilities, as compared to $5.0 million of gain in the nine months ended September 30, 2010. These losses resulted mainly from the depreciation of the Polish zloty and Russian ruble against the U.S. dollar and euro.

Total other non operating expenses increased by $3.0 million, from $12.3 million for the nine months ended September 30, 2010 to $15.3 million for the nine months ended September 30, 2011. Expenses in 2010 consisted of the one-time charge of $14.1 million related to the early call premium when the Senior Secured Notes due 2012 were repaid early in January 2010. Moreover they included the write-off of the unamortized offering costs related to the Senior Secured Notes due 2012 of $4.1 million. This was offset by a final dividend of $7.6 million received prior to disposal of the distribution business. In 2011 total balance primarily consists of $7.4 million representing write-off of First Tula Distillery (“Tula”) assets to net realizable value. Additionally the Company began to factor receivables in 2011 which represent $2.0 million of expense for the nine months ended September 30, 2011.

	Nine months ended September 30,
	2011			2010
Early redemption call premium	$	0		($	14,115	)
Write-off of unamortized offering costs		0			(4,076	)
Dividend received		0			7,642
Write-off of assets held for sale		(7,355	)		0
Other gains / (losses)		(7,915	)		(1,717	)
Total other non operating income / (expense), net	($	15,270	)	($	12,266	)

Income Tax

Our effective tax rate for the nine months ended September 30, 2011 was 1.5%, which is driven by the blended effective tax rates of 18% in Poland, and 22% in Russia and 37% in the US offset by certain tax amendments and changes to estimates related to tax loss carry forwards that the Company believes will not be utilized in the future in Poland and U.S.

Equity in Net Earnings

Equity in net losses for the nine months ended September 30, 2011 include the Company’s proportional share of net income from its investment in the Moet Hennessey Russia Joint Venture for the period from January 1, 2011 to March 30, 2011 and Whitehall for the period from January 1, 2011 to February 7, 2011.

Statement of Liquidity and Capital Resources

During the nine months ended September 30, 2011, the Company’s primary sources of liquidity were cash flows generated from operations, credit facilities, and proceeds from exercised options. The Company’s primary uses of cash were to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions. The following table sets forth selected information concerning the Company’s consolidated cash flow during the periods indicated.

	Nine months ended September 30, 2011			Nine months ended September 30, 2010
	($ in thousands)
Cash flow from operating activities	$	46,156		$	74,692
Cash flow from investing activities	$	(47,681	)	$	460,389
Cash flow from financing activities	$	(1,827	)	$	(415,491	)

Management views and performs analysis of financial and non financial performance indicators of the business by segments that are split by countries. The extensive analysis of indicators such as sales value in local currencies, gross margin and operating expenses by segment is included in the MD&A section of this Form 10-Q.

Net cash flow from operating activities

Net cash flow from operating activities represents net cash from operations and interest. Overall cash flow from operating activities decreased from cash generation of $74.7 million for the nine months ended September 30, 2010 to cash generation of $46.2 million for the nine months ended September 30, 2011. The primary factors contributing to this lower cash generation in 2011 are due

30

to lower sales in Russia during the prior periods for the factors noted earlier. As the Companies revenues in Russia were lower during the second quarter of 2011 than in the same period in 2010, the cash collected in the third quarter was also lower. Additionally as sales increased during the third quarter of 2011, working capital requirements increased proportionately, which impacted cash flows from operating activities.

Overall working capital movements of accounts receivable, inventory and accounts payable provided approximately $59.6 million of cash during the nine months ended September 30, 2011. Days sales outstanding (“DSO”) as of September 30, 2011 amounted to 54.0 days. The number of days in inventory as of September 30, 2011 amounted to 72 days. In addition, the ratio of our current assets to current liabilities, net of inventories, amounted to 1.75 as of September 30, 2011.

Net cash flow used in investing activities

Net cash flows used in investing activities represent net cash used to acquire subsidiaries and fixed assets. Net cash outflows for the nine months ended September 30, 2011 was $47.7 million. This outflow primarily represents the cash obligations paid as a result of the February 2011 acquisition of Whitehall of $36.8 million, net of cash acquired on consolidation, payment for the acquisition of the Kauffman Vodka trademark of $17.5 million, and payment of the remaining part of deferred consideration for Russian Alcohol Group of $5 million offset by proceeds received from disposal of the Moet Hennessy Joint Venture of $17.7 million.

Net cash flow from financing activities

Net cash flow from financing activities represents cash used for servicing indebtedness, borrowings under credit facilities and cash inflows from private placements and exercise of options. Net cash used in financing activities was $1.8 million for the nine months ended September 30, 2011 as compared to an outflow of $415.5 million for the nine months ended September 30, 2010. The primary use in the nine months ended September 30, 2011 was repayment of loans by the Company offset by certain loans drawn in Russia. For details see Note 11 to the Condensed Consolidated Financial Statements.

The Company’s Future Liquidity and Capital Resources

The Company’s primary uses of cash in the future will be to fund its working capital requirements, service indebtedness, finance capital expenditures and fund acquisitions. The Company expects to fund these requirements in the future with cash flows from its operating activities, cash on hand, the financing arrangements described below, and other arrangements we may enter into from time to time.

In the future, we may seek to pursue various alternatives to reduce our indebtedness, including reducing the outstanding balance of our convertible senior notes due 2013, which may involve refinancing the indebtedness out of debt, equity or equity-linked financing. The timing and structure of any of these alternatives will depend on market conditions. There can be no assurance that any transaction will take place or as to the timing of any such transaction or that it will be successful.

In the future, the Company may from time to time obtain additional capital resources, manage its liquidity or reduce or refinance its existing indebtedness through additional borrowings or equity or equity-linked financing. The timing and structure of any of these alternatives will depend on market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Financing Arrangements

The Company believes it has sufficient liquidity to fund its operations in the future.

Existing Credit Facilities

Bank Facilities

On December 17, 2010, the Company entered into a term and overdraft facilities Agreement (the “Credit Facility”) with Bank Handlowy w Warszawie S.A. (“Bank Handlowy”), as Agent, Original Lender and Security Agent, and Bank Zachodni WBK S.A. (“WBK”), as Original Lender. The Credit Facility provides for a credit limit of up to 330.0 million Polish zloty (or approximately $ 111.5 million) which may be disbursed as one term loan and two overdraft facilities to be used to (i) refinance existing credit facilities and (ii) finance general business purposes of the borrowers. On December 20, 2010, the Company drew approximately 130.0 million Polish zloty (or approximately $43.9 million), and used the net proceeds to repay previous loan facilities with other lenders.

        On February 28, 2011 the Company, entered into a letter agreement (the “Letter Agreement”) with Bank Handlowy and WBK pursuant to which and subject to the terms and conditions contained therein, the parties agreed, to waive any breach of the Consolidated Coverage Ratio covenant and the Net Leverage Ratio covenant relating to the Calculation Period ending on December 31, 2010 and amended these ratios for purposes of the Calculation Period ending on September 30, 2011 to 1.28:1 and 8.35:1, respectively. As a result of the Letter Agreement, our failure to comply with the Consolidated Coverage Ratio covenant and the Net Leverage Ratio covenant as of December 31, 2010 did not result in a default under the Credit Facility. In connection with the Letter Agreement, the Company agreed to pay a one-time waiver fee of PLN 3.3 million (approximately $1.15 million). In addition, the Company agreed with its lenders that the amount available under the overdraft facilities included in the Credit Facility is reduced to PLN 120 million (approximately $41.6 million) and the margins on term loan and overdraft facilities will be increased (with effect from March 1, 2011) to 4.25% and 3.25%, respectively, and the margin on letters of credit issued thereunder will be increased to 2.50%.

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On April 21, 2011, the Company entered into an amendment to its Credit Facility. As part of the amendment, on April 22, 2011, the Company repaid the remaining PLN 122.5 million ($44.3 million) term facility while at the same time retaining the PLN 120 million ($43.4 million) overdraft limit which was further decreased to PLN 60 million ($18.4 million) as of September 30, 2011. The overdraft facility going forward does not contain either the Consolidated Coverage Ratio or the Net Leverage Ratio previously required under the Credit Facility. Furthermore, the Company has no covenant compliance obligations at September 30, 2011 related to the Credit Facility. In addition to the elimination of covenants, the revised terms of the overdraft facility provide for an initial 100 basis point reduction in the margin charged to the Company, with further reductions coming over the next three months, and the maximum amount available for borrowing under the overdraft facility will be reduced over the course of the next three months as well. The outstanding liability under this overdraft facility as of September 30, 2011 amounted to $16.1 million.

As of September 30, 2011, the Company has outstanding liability of $33.9 million from the term loans from Zenit Bank, Alfa Bank and Raiffeisen Bank drawn by Whitehall with renewal dates in the first and second quarter of 2012, as well as a liability of $18.7 million from the term loan from Unicredit drawn by Russian Alcohol with maturity date in November 2012. This loan has no financial covenants that need to be met and is secured by goods up to 720 million Russian rubles (approximately $22.4 million) and guarantees given by companies with Russian Alcohol.

As of September 30, 2011, the Company had available under existing overdraft facilities in Poland approximately $16.6 million from the Credit Facility mentioned above and approximately $0.5 million available in Hungary.

Convertible Senior Notes due 2013

On March 7, 2008, the Company completed the issuance of $310 million aggregate principal amount of 3% Convertible Senior Notes due 2013 (the “Convertible Senior Notes”). Interest is due semi-annually on the 15^th of March and September, beginning on September 15, 2008. The Convertible Senior Notes are convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principal amount, subject to certain adjustments. Upon conversion of the notes, the Company will deliver cash up to the aggregate principal amount of the notes to be converted and, at the election of the Company, cash and/or shares of common stock in respect to the remainder, if any, of the conversion obligation. The proceeds from the Convertible Senior Notes were used to fund the cash portions of the acquisition of Copecresto Enterprises Limited and Whitehall.

As of September 30, 2011, the Company had accrued interest of $0.4 million related to Convertible Senior Notes, with the next coupon due for payment on March 15, 2012.

Senior Secured Notes due 2016

On December 2, 2009, the Company issued $380 million 9.125% Senior Secured Notes due 2016 and €380 million 8.875% Senior Secured Notes due 2016 (the “2016 Notes”) in an unregistered offering to institutional investors. The Company used a portion of the net proceeds from the 2016 Notes to redeem the Company’s outstanding 2012 Notes, having an aggregate principal amount of €245.4 million on January 4, 2010. The remainder of the net proceeds from the 2016 Notes was used to (i) purchase Lion Capital’s remaining equity interest in Russian Alcohol by exercising the Lion Option and the Co-Investor Option, pursuant to the terms and conditions of the Lion Option Agreement and the Co-Investor Option Agreement, respectively (ii) repay all amounts outstanding under Russian Alcohol credit facilities; and (iii) repay certain other indebtedness.

On December 9, 2010, the Company issued an additional €50.0 million 8.875% Senior Secured Notes due 2016 (the “2016 Notes”) in an unregistered offering to institutional investors. The Company used the net proceeds from the additional 2016 Notes to repay its term loans and overdraft facilities with Bank Handlowy w Warszawie S.A and Bank Zachodni WBK S.A.

As of September 30, 2011, the Company had accrued interest of $28.8 million related to Senior Secured Notes due 2016, with the next coupon payment on December 1, 2011.

Equity Issuances

On February 7, 2011, the Company entered into a definitive Share Sale and Purchase Agreement for acquisition of the remainder of the economic and voting interests in Whitehall not owned by the Company as well as the global intellectual property rights for the Kauffman Vodka brand. In exchange we paid an aggregate of $68.5 million in cash and issued 959,245 shares of the Company’s common stock, par value $0.01 per share. The issued shares had an aggregate value of $22.1 million based on the 30 day volume weighted average price of a share of our common stock on the day prior to the closing. In addition, as the aggregate value of such shares (based on the lower of the trading price of a share of our common stock or the 10 day volume weighted average price) was less than $23.0 million on the day prior to filing a registration statement for resale of the shares or the day shares are sold under Rule 144 of the Securities Act, on March 22, 2011, the Company issued to Mark Kauffman 938,501 shares (the “Additional Share Consideration”) of common stock of the Company in satisfaction of the Company’s share price protection guarantees.

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Effects of Inflation and Foreign Currency Movements

Inflation in Poland is projected at 4.1% for 2011, compared to actual inflation of 2.6% in 2010. In Russia and Hungary, inflation for 2011 is projected at 8.5% and 3.8% respectively, compared to actual inflation of 6.9% and 4.9% in 2010.

Substantially all of the Company’s operating cash flows and assets are denominated in Polish zloty, Russian ruble and Hungarian forint. This means that the Company is exposed to translation movements both on its balance sheet and statement of operations. The impact on working capital items is demonstrated on the cash flow statement as the movement in exchange on cash and cash equivalents. The impact on the statement of operations is primarily driven by the movement of the average exchange rate used to restate the statement of operations from Polish zloty, Russian ruble and Hungarian forint to U.S. dollars. The amounts shown as exchange rate gains or losses on the face of the statements of operations relate only to realized gains or losses on transactions that are not denominated in Polish zloty, Russian ruble or Hungarian forint.

Because the Company’s reporting currency is the U.S. dollar, the translation effects of fluctuations in the exchange rate of our functional currencies have impacted the Company’s financial condition and results of operations and have affected the comparability of our results between financial periods.

The Company has borrowings including its Convertible Notes due 2013 and Senior Secured Notes due 2016 that are denominated in U.S. dollars and euros, which have been lent to its operations where the functional currency is the Polish zloty and Russian ruble. The effect of having debt denominated in currencies other than the Company’s functional currencies is to increase or decrease the value of the Company’s liabilities on that debt in terms of the Company’s functional currencies when those functional currencies depreciate or appreciate in value respectively. As a result of this, the Company is exposed to gains and losses on the re-measurement of these liabilities. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rate which could result in a significant impact in the results of the Company’s operations.

Exchange Rate	Value of notional amount	Pre-tax impact of a 1% movement in exchange rate
USD-Polish zloty	$426 million	$4.3 million gain/loss
USD-Russian ruble	$264 million	$2.6 million gain/loss
EUR-Polish zloty	€430 million or approximately $582 million	$5.8 million gain/loss

Critical Accounting Policies and Estimates

General

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of net sales, expenses, assets and liabilities. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

Revenue Recognition

Revenues of the Company include sales of its own produced spirit brands and imported wine, beer and spirit brands. These revenues streams are all processed and accounted for in the same manner. For all of its sources of revenue, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of product has occurred, the sales price charged is fixed or determinable and collectability is reasonably assured. This generally means that revenue is recognized when title to the products are transferred to our customers. In particular, title usually transfers upon shipment to or receipt at our customers’ locations, as determined by the specific sales terms of the transactions.

Sales are stated net of sales tax (VAT) and reflect reductions attributable to consideration given to customers in various customer incentive programs, including pricing discounts on single transactions, volume discounts, promotional listing fees and advertising allowances, cash discounts and rebates. Net sales revenue includes excise tax except in the case where the sales are made from the production unit or related to imported goods, in which case it is recorded net of excise tax.

Goodwill and Intangibles

Under ASC Topic 805 and ASC Topic 350, goodwill and certain intangible assets having indefinite lives are not subject to amortization. Their book values are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that they might be impaired. Fair value measurement techniques, such as the discounted cash flow methodology, are utilized to assess potential impairments. The testing is performed at asset group level for intangibles and reporting unit level for goodwill. In the discounted cash flow method, the Company discounts forecasted performance plans to their present value. The discount rate utilized is the weighted average cost of capital for the reporting unit. US GAAP requires the impairment test to be performed in two stages. If the

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first stage does not indicate that the carrying values of the reporting units exceed the fair values, the second stage is not required. When the first stage indicates potential impairment, the Company has to complete the second stage of the impairment test and compare the implied fair value of the reporting units’ goodwill to the corresponding carrying value of goodwill.

In estimating fair value, management must make assumptions and projections regarding such items as future cash flows, future revenues, future earnings, and other factors. The assumptions used in the estimate of fair value are generally consistent with the past performance of each reporting unit and are also consistent with the projections and assumptions that are used in current operating plans. Such assumptions are subject to change as a result of changing economic and competitive conditions. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment loss for the reporting group. The fair values calculated have been adjusted where applicable to reflect the tax impact upon disposal of the reporting group.

As of September 30, 2011, we had approximately $1,064.7 million of goodwill and $471.7 million of intangible assets, net, on our balance sheet. Substantially all of our intangible assets comprise trademark rights to various brands, which were capitalized as part of the purchase price allocation process in connection with our acquisitions of Bols, Polmos Bialystok, Parliament, Russian Alcohol and Whitehall.

Trademarks

Management considers trademarks associated with high or market-leader brand recognition within their market segments to be indefinite-lived assets, based on the length of time they have existed, the comparatively high volumes sold and their general market positions relative to other products in their respective market segments.

Based on this and together with the evidence provided by analyses of vodka products life cycles, market studies, competitive and environmental trends, we believe that these trademarks will continue to generate cash flows for an indefinite period of time, and that the useful lives of these trademarks are therefore indefinite. In accordance with ASC Topic 350-30, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment. These trademarks include Soplica, Żubrówka, Absolwent, Royal, Palace, Parliament, Green Mark, Zhuravli, Kauffman Vodka, Urozhay and the trademark rights to Bols Vodka in Poland, Hungary and Russia.

As of September 30, 2011, the Company assessed recent events and current circumstances, including current and future performance, relaunch and rebranding plans in 2011 and 2012. Resulting from these events, the Company identified certain impairment indicators that would trigger the need for an impairment test, including performance of certain Polish and Russian brands below expectations.

As of September 30, 2011 in order to support the value of trademarks, the Company calculated the fair value of trademarks using a discounted cash flow approach based on the following assumptions:

• Risk free rates for Poland and Russia used for calculation of discount rate were based upon current market rates of long term Polish Government Bonds rates and long-term Russian Government Bonds rates. When estimating discount rates to be used for the calculation we have taken into account current market conditions in Poland and Russia separately. As a result of our assumptions and calculations, we have determined discount rates of 9.09% and 11.03% for Poland and Russia, respectively.

• The Company estimated the growth rates in projecting cash flows for each of our trademarks separately, based on four year plan assumptions related to each trademark.

• The Company estimated the terminal value growth rates for trademarks from 2.5% for Polish trademarks to 3.0% for Russian trademarks.

Based upon the above analysis performed and due to the lower performance of certain Polish brands as compared to expectations for 2011 and subsequent years, the Company has determined that the fair market value of the trademarks related to these brands is below carrying value. The decrease in fair value primarily resulted from very good performance of Żubrówka Biała brand that cannibalized performance of other brands, mainly Bols Vodka, which underperformance was most significant. As a result the Company recorded total impairment charge of $127.6 million during the third quarter of 2011 that included an impairment to the carrying values of our trademarks in Poland and Russia.

Goodwill

Subsequently to the Company’s earnings release for the year ended December 31, 2010, the market value of the shares in CEDC dropped significantly. The Company considered the significant decrease in market value to be a triggering event of potential goodwill impairment. The Company performed impairment testing at March 31, 2011 and the fair value of reporting units was above the carrying amount and no impairment charge was recognized. During the third quarter of 2011, the Company was closely monitoring events or changes in circumstances that might impact the assumptions used in the four year business model and identified certain impairment indicators that would trigger the need for an impairment test, including sustained difference in enterprise market capitalization and book value and performance of reporting units below expectations, changing of sales channel and product mix, declining vodka markets in Poland and Russia

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and market disruptions from relicensing in Russia. Based on these events, the Company determined that it was more likely than not that the fair value of our Poland Core Unit and Russia Core Unit was less than its carrying amount and accordingly, the Company performed a goodwill impairment test as of September 30, 2011.

As of September 30, 2011, in order to support the value of goodwill, the Company calculated the fair value of the reporting units using a discount cash flow approach based on the following assumptions:

• Risk free rates for Poland and Russia used for calculation of discount rate were based upon current market rates of long term Polish Government Bonds rates and long-term Russian Government Bonds rates. When estimating discount rates to be used for the calculation we have taken into account current market conditions in Poland and Russia separately. As a result of our assumptions and calculations, the following discount rates of 9.09% and 11.03% for Poland and Russia, respectively have been determined,

• The Company has identified impairment indicators for the following reporting units and tested their fair value: Poland Core Business Unit and Russia Core Business Unit. In respect of the Poland Fine Wines Unit, Russia Import Unit and Hungary Unit there were no impairment indicators identified,

• The Company estimated the growth rates in projecting cash flows for each of our reporting group separately, based on a detailed four year plan related to each reporting unit,

• The Company estimated the terminal value growth rates for goodwill from 2.5% for Polish units to 3.0% for Russian reporting unit.

Based on goodwill impairment test as of September 30, 2011, it was determined that the carrying value of our Core Business unit in Russia and Poland exceeded its fair value. The primary reasons for this was the continuous decline in spirits market in Poland and Russia, the cannibalization of premium brands by mainstream brands resulting in lower margins in Poland, as well as the relicensing process in Russia for wholesalers in the second and third quarter of the current year that resulted in a decrease in number of active wholesalers in the market. As a result of the Company completed step two of the impairment test, the implied fair value of the reporting unit’s goodwill to the carrying amount of the reporting unit’s goodwill. As the carrying amount of the reporting unit’s goodwill for Core Business unit in Russia and Poland was greater than the implied fair value of the underlying reporting units’ goodwill values, an impairment loss was recognized for the excess amounting to $546.9 million.

Accounting for Business Combinations

The acquisition of businesses is an important element of the Company’s strategy. Acquisitions made prior to December 31, 2008 were accounted for in accordance with SFAS No. 141, “Business Combinations” (“SFAS 141”). Effective January 1, 2009, all business combinations will be accounted for in accordance with ASC Topic 805 “Business Combinations”.

We account for our acquisitions under the requirements of ASC 805, Business Combinations, and allocate the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The determination of the values of the assets acquired and liabilities assumed, as well as associated asset useful lives, requires management to make estimates. The Company’s acquisitions typically result in goodwill and other intangible assets. The value and estimated life of those assets may affect the amount of future period amortization expense for intangible assets with finite lives as well as possible impairment charges that may be incurred.

The calculation of purchase price allocation requires judgment on the part of management in determining the valuation of the assets acquired and liabilities assumed.

Whitehall

On February 7, 2011, the Company completed its acquisition of Whitehall. For further details on the whole structure of this acquisition please refer to Note 3 of the accompanying Condensed Consolidated Financial Statements attached herein.

Assets and liabilities of business held for sale

For the purpose of financial reporting Management analyzed the requirements of U.S. GAAP (mainly ASC 360-10 Property, Plant and Equipment and ASC 205-20 Presentation of Financial Statements) and concluded that as of September 30, 2011, the Company’s activities meet the required criteria to present the Company’s production plant PKZ Tula’s fixed assets as held for sale. See footnote no 4 on Assets Held for Sale for detailed explanation.

Subsequent events

On October 24, 2011, a class action complaint entitled Steamfitters Local 449 Pension Fund vs. Central European Distribution Corporation, et al. was filed on behalf of a putative class of all purchasers of our common stock from August 5, 2010 through February 28, 2011 against us and certain of our officers, alleging violations of federal securities law in connection with alleged

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materially false and misleading statements and/or omissions regarding our business, financial results and prospects in our public statements and public filings with the U.S. Securities & Exchange Commission for the second and third quarters of 2010, relating to declines in our vodka portfolio, our need to take an impairment charge relating to the deterioration in fair value of certain of our brands in Poland and negative financial results from the launch of Żubrówka Biała, a new vodka product. The complaint seeks unspecified money damages. We believe the allegations are without merit and intend to vigorously defend ourselves.

Share Based Payments

Grant-date fair value of stock options is estimated using a lattice-binomial option-pricing model. We recognize compensation cost for awards over the vesting period. The majority of our stock options have a vesting period between one to three years.

See Note 19 to our Condensed Consolidated Financial Statements for more information regarding stock-based compensation.

Recently Issued Accounting Pronouncements

There were no new accounting pronouncements adopted during the nine months ended September 30, 2011 that had a material impact on our Condensed Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our operations are conducted primarily in Poland and Russia, and our functional currencies are primarily the Polish zloty, Hungarian forint and Russian ruble, and our reporting currency is the U.S. dollar. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, inventories, bank loans, overdraft facilities and long-term debt. All of the monetary assets represented by these financial instruments are located in Poland, Russia and Hungary. Consequently, they are subject to currency translation movements when reporting in U.S. dollars.

If the U.S. dollar increases in value against the Polish zloty, Russian ruble or Hungarian forint, the value in U.S. dollars of assets, liabilities, revenues and expenses originally recorded in Polish zloty, Russian ruble or Hungarian forint will decrease. Conversely, if the U.S. dollar decreases in value against the Polish zloty, Russian ruble or Hungarian forint, the value in U.S. dollars of assets, liabilities, revenues and expenses originally recorded in Polish zloty, Russian ruble or Hungarian forint will increase. Thus, increases and decreases in the value of the U.S. dollar can have a material impact on the value in U.S. dollars of our non-U.S. dollar assets, liabilities, revenues and expenses, even if the value of these items has not changed in their original currency.

The Company has borrowings including its Convertible Notes due 2013 and Senior Secured Notes 2016 that are denominated in U.S. dollars and euros, which have been lent to its operations where the functional currency is the Polish zloty and Russian ruble. The effect of having debt denominated in currencies other than the Company’s functional currencies is to increase or decrease the value of the Company’s liabilities on that debt in terms of the Company’s functional currencies when those functional currencies depreciate or appreciate in value respectively. As a result of this, the Company is exposed to gains and losses on the re-measurement of these liabilities. The table below summarizes the pre-tax impact of a one percent movement in each of the exchange rate which could result in a significant impact in the results of the Company’s operations.

Exchange Rate	Value of notional amount	Pre-tax impact of a  1% movement in exchange rate
USD-Polish zloty	$426 million	$4.3 million gain/loss
USD-Russian ruble	$264 million	$2.6 million gain/loss
EUR-Polish zloty	€430 million or approximately $582 million	$5.8 million gain/loss

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934) refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Based upon the evaluation of the Company’s disclosure controls and procedures as of the end of the period covered by this report, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Inherent Limitations in Internal Control over Financial Reporting. The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Further, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, the Company’s disclosure controls and procedures are designed to provide reasonable assurance that the controls and procedures will meet their objectives.

Changes to Internal Control over Financial Reporting. The Chief Executive Officer and the Chief Financial Officer conclude that, during the most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Please refer to Note 21 of the accompanying Condensed Consolidated Financial Statements attached herein and to the first risk factor set forth below for a discussion of certain legal proceedings.

Item 1A. Risk Factors.

The following risk factors represent the only material changes to the risk factors described in the Company’s Form 10–K filed with the Securities and Exchange Commission on March 1, 2011.

The Company and certain of its officers were named as parties in a class action lawsuit which could be costly, protracted and divert management’s attention, and harm our business.

On October 24, 2011, a class action complaint entitled Steamfitters Local 449 Pension Fund vs. Central European Distribution Corporation, et al. was filed on behalf of a putative class of all purchasers of our common stock from August 5, 2010 through February 28, 2011 against us and certain of our officers, alleging violations of federal securities law in connection with alleged materially false and misleading statements and/or omissions regarding our business, financial results and prospects in our public statements and public filings with the U.S. Securities & Exchange Commission for the second and third quarters of 2010, relating to declines in our vodka portfolio, our need to take an impairment charge relating to the deterioration in fair value of certain of our brands in Poland and negative financial results from the launch of Żubrówka Biała, a new vodka product. The complaint seeks unspecified money damages. Although we believe the allegations are without merit and intend to vigorously defend ourselves, this type of litigation can be protracted, time-consuming, distracting to management and expensive, whether or not the claim is ultimately successful, and could ultimately have an adverse effect on our business.

Our results are linked to economic conditions and shifts in consumer preferences, including a reduction in the consumption of alcoholic beverages due to deteriorating economic conditions, could have an adverse effect on our financial performance.

Our results of operations are affected by the overall economic trends in Poland, Russia, Hungary and other regions in which we operate and sell our products, including the level of consumer spending, the rate of taxes levied on alcoholic beverages and consumer confidence in future economic conditions. The current negative economic conditions and outlook related to the ongoing global recession, including volatility in energy costs, severely diminished liquidity and credit availability, falling equity market values, weakened consumer confidence, falling consumer demand, declining real wages and increased unemployment rates, have contributed to lower levels of consumer spending, including consumption of alcoholic beverages. The effects of the global recession in many countries, including Russia and Hungary, have been quite severe, and it is possible that an economic recovery in those countries, and a related increase in consumer spending, will take longer to develop. While Poland’s GDP has increased in each of the last two years and is forecasted to grow again in 2011, the Polish economy as well as the global economy continues to be volatile and forecasted growth in Poland may fail to materialize.

During the current period of volatility, reduced consumer confidence and spending may result in continued reduced demand for our products and may limit our ability to increase prices and finance marketing and promotional activities. These factors could have an adverse effect on our results of operations. For example, the Company continued to observe an overall market environment of declining vodka consumption and significant price sensitivities in its core markets of Poland and Russia. Additionally the Company experienced other key changes in market conditions, including changing of sales channel and product mix and market disruptions from relicensing in Russia. As such the Company updated its goodwill impairment testing during the third quarter of 2011 and took a charge of $486.9 million million for goodwill impairment in Poland and Russia. Also related to this was the underperformance of certain brands in Poland, primarily Bols Vodka, due to among other factors cannibalization of volumes from recently launched brands such as Żubrówka Biała. As such the company also took a impairment charge for certain Polish and Russian trademarks during the third quarter of 2011 of $127.6 million. Also for example, due to the continued lower performance of certain brands as compared to our expectations in 2010, primarily Absolwent and Bols, we determined that the fair value of the trademarks related to these brands had deteriorated and recorded an impairment charge of $131.8 million during the fourth quarter of 2010 that included an impairment to the carrying values of our trademarks related predominantly to the Absolwent and Bols brand in Poland and an impairment charge of $20.3 million for the twelve months ended December 31, 2009 related to the Bols brand in Poland. We cannot assure you that we will not recognize further asset impairments or experience declines in our financial performance in connection with the ongoing global economic slowdown. A continued recessionary environment would likely make it more difficult to forecast operating results and to make decisions about future investments, and a major shift in consumer preferences or a large reduction in sales of alcoholic beverages could have a material adverse effect on our business, financial condition and results of operations.

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Our business is subject to seasonality that may affect our quarterly operating results and impact the market price of our common stock.

Our business is dependent on weather conditions and subject to seasonality. Lower demand for vodka occurs during the first three fiscal quarters, which can result in seasonal financial results in certain markets in which we operate. Historically, sales in the fourth quarter have been significantly higher than in the other quarters of the year due to higher demand for vodka during the Christmas season. Results of a single financial quarter might therefore not be a reliable basis for the expectations of a full fiscal year and may not be comparable with the results in the other financial quarters. Seasonality effects may also increase our working capital requirements. In addition, any interruptions during our peak production season, such as those interruptions we experienced in the fourth quarter of 2010 in obtaining excise stamps from Russian authorities to produce and sell our product in Russia for a 14-day period, could materially adversely affect our business, financial condition and results of operations if they occur with unusual intensity or last for an extended period of time.

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Item 6. Exhibits.

(a) Exhibits

Exhibit Number	Exhibit Description
3.1	Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on May 5, 2010 and incorporated herein by reference).
3.2*	Amended and Restated Bylaws.
3.3	Certificate of Designations of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of Delaware on September 7, 2011 (filed as exhibit 3.3 to the Periodic Report on Form 8-K filed with the SEC on September 7, 2011 and incorporated herein by reference).
4.1	Rights Agreement, dated as of September 6, 2011, between Central European Distribution Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (filed as exhibit 4.1 to the Periodic Report on Form 8-K filed with the SEC on September 7, 2011 and incorporated herein by reference).
10.17	Amended and Restated Employment Agreement, dated October 13, 2011, by and between Central European Distribution Corporation and William V. Carey (filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 14, 2011 and incorporated herein by reference).
10.18	Amended and Restated Employment Agreement, dated October 13, 2011, by and between Central European Distribution Corporation and Christopher Biedermann (filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on October 14, 2011 and incorporated herein by reference).
10.19	Amended and Restated Employment Agreement, dated October 13, 2011, by and between Central European Distribution Corporation and Evangelos Evangelou (filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on October 14, 2011 and incorporated herein by reference).
10.20	Amended and Restated Employment Agreement, dated October 13, 2011, by and between Central European Distribution Corporation and James Archbold (filed as Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on October 14, 2011 and incorporated herein by reference).
31.1*	Certificate of the CEO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
31.2*	Certificate of the CFO pursuant to Rule 13a-15(e) or Rule 15d-15(e).
32.1*	Certification of the CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following financial statements from Central European Distribution Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 9, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, (iv) Notes to Consolidated Financial Statements, tagged as blocks of text.

* Filed herewith

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SIGNATURES

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

	CENTRAL EUROPEAN DISTRIBUTION CORPORATION
	(registrant)
Date: November 9, 2011	By:	/s/ William V. Carey
		William V. Carey
		President and Chief Executive Officer
Date: November 9, 2011	By:	/s/ Chris Biedermann
		Chris Biedermann
		Vice President and Chief Financial Officer

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EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Effective September 28, 2011)

1. OFFICES

1.1. Registered Office

The initial registered office of the Corporation shall be in Wilmington, Delaware, and the initial registered agent in charge thereof shall be Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.

1.2. Other Offices

The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as may be necessary or useful in connection with the business of the Corporation.

2. MEETINGS OF STOCKHOLDERS

2.1. Place of Meetings

All meetings of the stockholders shall be held at such place as may be fixed from time to time by the Board of Directors, the Chairman of the Board or the President.

2.2. Annual Meetings

The Corporation shall hold annual meetings of stockholders, commencing with the year 1998, on such date and at such time as shall be designated from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, at which stockholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

2.3. Special Meetings

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President of the Corporation, and shall be called by the President or the Secretary of the Corporation at the request in writing of stockholders possessing at least 10 percent of the voting power of the issued and outstanding voting stock of the Corporation entitled to vote generally for the election of directors.

2.4. Notice of Meetings

Notice of any meeting of stockholders, stating the place, date and hour of the meeting, and (if it is a special meeting) the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting (except to the extent that such notice is waived or is not required as provided in the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”) or these Bylaws). Such notice shall be given in accordance with, and shall be deemed effective as set forth in, Section 222 (or any successor section) of the Delaware General Corporation Law.

2.5. Waivers of Notice

Whenever the giving of any notice is required by statute, the Certificate of Incorporation of the Corporation (which shall include any amendments thereto and shall be hereinafter referred to as so amended as the “Certificate of Incorporation”) or these Bylaws, a waiver thereof, in writing and delivered to the Corporation, signed by the person or persons entitled to said notice, whether before or after the event as to which such notice is required, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice (a) of such meeting, except when the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (b) (if it is a special meeting) of consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter at the beginning of the meeting.

2.6. Business at Special Meetings

Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the Corporation’s notice of meeting (except to the extent that such notice is waived or is not required as provided in the Delaware General Corporation Law or these Bylaws). Nominations of persons for election to the Board of Directors at any special meeting shall be made only in accordance with the procedures and requirements set forth in Section 3.8. Proposals made by a stockholder or stockholders of other business to be conducted at a special meeting shall be made only in accordance with the procedures set forth in Section 2.12.

2.7. List of Stockholders

After the record date for a meeting of stockholders has been fixed, at least ten days before such meeting, the officer who has charge of the stock ledger of the Corporation shall make a list of all stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting, or during ordinary business hours, at the principal place of business of the Corporation. Such list shall also, for the duration of the meeting, be produced and kept open to the examination of any stockholder who is present at the time and place of the meeting.

2.8. Quorum at Meetings

Stockholders may take action on a matter at a meeting only if a quorum exists with respect to that matter. Except as otherwise provided by statute or by the Certificate of Incorporation, the holders of a majority of the shares entitled to vote at the meeting, and who are present in person or

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represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. Where a separate vote by a class or classes is required, the holders of a majority of the outstanding shares of such class or classes, who are present in person or represented by proxy, shall constitute a quorum entitled to take action on that matter. Once a share is represented for any purpose at a meeting (other than solely to object (a) to holding the meeting or transacting business at the meeting, or (b) (if it is a special meeting) to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice), it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for the adjourned meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.

2.9. Voting and Proxies

Unless otherwise provided in the Delaware General Corporation Law or in the Corporation’s Certificate of Incorporation, and subject to the other provisions of these Bylaws, each stockholder shall be entitled to one vote on each matter, in person or by proxy, for each share of the Corporation’s capital stock that has voting power and that is held by such stockholder. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed appointment of proxy shall be irrevocable if the appointment form states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.

2.10. Required Vote

When a quorum is present at any meeting of stockholders, all matters shall be determined, adopted and approved by the affirmative vote (which need not be by ballot) of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote with respect to the matter, unless the proposed action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control the decision of such question. Where a separate vote by a class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class, unless the proposed action is one upon which, by express provision of statutes or of the Certificate of Incorporation, a different vote is specified and required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

2.11. Action Without a Meeting

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders, unless such consent is unanimous.

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2.12. Business at Annual Meeting

At any meeting of stockholders, only such business shall be transacted as shall have been properly brought before the meeting. To be properly brought before a meeting of stockholders, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (c) otherwise properly brought before the meeting by a stockholder who is entitled to vote and who has complied with the procedures established by this Section 2.12. For business to be properly brought before a meeting by a stockholder (other than the nomination of a person for election as a director, which is governed by Section 3.8 of these Bylaws), the stockholder intending to propose such business (the “Proponent”) must have given timely and proper notice thereof in writing to the Secretary of the Corporation, in accordance with, and containing all information provided for, in this Section 2.12, such business must be a proper matter for stockholder action under the General Corporation Law of Delaware and, in the case of a special meeting, the Proponent must have given a valid and unrevoked request to the Corporation pursuant to Section 2.4 in respect of such meeting.

To be timely, a Proponent’s notice must be delivered to or mailed to the Secretary of the Corporation and received at the principal executive offices of the Corporation (as reflected in the Corporation’s most recent filing with the U.S. Securities and Exchange Commission containing such information), (i) in the case of an annual meeting, not later than the close of business 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, in the event the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date, then to be timely such notice must be received by the Corporation at such offices not later than the close of business on the later of the 90th day prior to the date of the meeting or the 10th day following the date of Public Disclosure (defined below) of the date of the annual meeting or (ii) in the case of a special meeting, a Proponent’s notice shall accompany or precede the request made pursuant to Section 2.4. In no event shall any adjournment or postponement of a meeting of stockholders or announcement thereof commence a new time period or extend any time period for the giving of a Proponent’s notice as required by this Section 2.12.

A Proponent’s notice to the Secretary shall set forth: (a) as to each matter the Proponent proposes to bring before the annual meeting, a description of the business desired to be brought before the meeting, the reasons for transacting such business at the meeting and the text of any resolutions to be proposed, and whether the Proponent has communicated with any other stockholder or beneficial owner of shares of stock of the Corporation regarding such business and (b) as to the Proponent and any Stockholder Associated Person (defined below) on whose behalf the proposal is being made, (i) the name and address of the Proponent, and any holder of record of the Proponent’s shares of stock, as they appear on the Corporation’s books, and of any Stockholder Associated Person and a detailed description of the relationship between the Proponent and each Stockholder Associated Person and every agreement, arrangement and understanding between the Proponent and the Stockholder Associated Persons in connection with the proposal and such business by the Proponent, (ii) the class and number of shares of stock of the Corporation that are owned (beneficially and of record) by or on behalf of the Proponent and by or on behalf of any Stockholder Associated Person, as of the date of the Proponent’s notice, the date such shares were acquired and the investment intent with respect thereto, (iii) a representation and agreement that the

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Proponent will notify the Corporation in writing of the class and number of shares of stock of the Corporation that are owned (beneficially and of record) by or on behalf of the Proponent and by or on behalf of any Stockholder Associated Person, as of the record date for the meeting, not later than the close of business on the third business day following the later of the record date or the date of Public Disclosure of the record date, (iv) a description of all purchases and sales of, or other transactions involving in any way, shares of stock of the Corporation by or on behalf of the Proponent and by or on behalf of any Stockholder Associated Person during the twenty-four month period prior to the date of the Proponent’s notice, including the date of the transactions, the class and number of shares and the consideration (without regard to whether such shares involved were or were not owned by the Proponent or any such person), (v) a description of any agreement, arrangement or understanding, including all Derivative Instruments (defined below), that has been entered into or is in effect as of the date of the Proponent’s notice, by or on behalf of the Proponent or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of stock price changes for, or increase or decrease the voting power of, the Proponent or any Stockholder Associated Person with respect to the Corporation’s securities, (vi) a representation and agreement that the Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding, including all Derivative Instruments, that has been entered into or is in effect as of the record date for the meeting, not later than the close of business on the third business day following the later of the record date or the date of Public Disclosure of the record date, (vii) a description of any material interest of the Proponent or any Stockholder Associated Person in such business, (viii) a description of any other agreement, arrangement or understanding that has been entered into or is in effect as of the date of the Proponent’s notice, between or among the Proponent, any Stockholder Associated Person or any other person, and that relates to such business, (ix) to the extent actually known by the Proponent, the name and address of any other person who owns, of record or beneficially, any securities of the Corporation and who supports the proposal of such business that the Proponent proposes to bring before the meeting on the date of the Proponent’s notice, (x) a detailed description of each proxy, contract, arrangement, understanding, or relationship pursuant to which the Proponent and/or the Stockholder Associated Persons has a right to vote, or cause or direct the vote of, any securities of the Corporation, (xi) a representation and agreement that the Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding that has been entered into or is in effect as of the record date for the meeting, not later than the close of business on the third business day following the later of the record date or the date of Public Disclosure of the record date, (xii) a representation that the Proponent is the holder of record or beneficial owner of shares of stock of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to propose such business and (xiii) a representation as to whether the Proponent intends to deliver a proxy statement and/or form of proxy to stockholders and/or otherwise to solicit proxies from stockholders in support of such proposal.

No business proposed by a stockholder shall be transacted at a meeting of stockholders except in accordance with the procedures set forth in this Section 2.12. If the Proponent intending to propose business at a meeting pursuant to this Section 2.12 does not give timely and proper notice thereof in writing to the Secretary of the Corporation, in accordance with, and containing all information provided for in, this Section 2.12, or if the Proponent (or a qualified representative of the Proponent) does not appear at the meeting to present the proposed business, then, in any such case, such business shall not be transacted, notwithstanding the fact that proxies in respect of such business may have been solicited or obtained. The chairman of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with

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the provisions of this Section 2.12, and, if the chairman should so determine, he or she shall declare to the meeting that such business was not properly brought before the meeting and shall not be transacted.

The requirements of this Section 2.12 shall apply to any business to be brought before a meeting of stockholders by a stockholder (other than the nomination by a stockholder of a person for election as a director, which is governed by Section 3.8 of these Bylaws) without regard to whether such business also is intended to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or whether such business is presented to stockholders by means of a proxy solicitation by any person other than by or on behalf of the Board of Directors.

For purposes of the Bylaws:

“Derivative Instrument” means any option, warrant, convertible or exchangeable security, stock appreciation right, swap or right similar to any of the foregoing, hedging transactions or borrowed or loaned shares, with an exercise, conversion or exchange privilege or a settlement payment or mechanism related to any security of the Corporation or similar instrument with a value derived in whole or in part from the value of a security of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of stock of the Corporation or otherwise directly or indirectly owned and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Corporation.

“Public Disclosure” means disclosure made in a press release reported by Dow Jones News Service, Associated Press, Reuters or a comparable national news service or in a document publicly filed by the Corporation pursuant to Section 13, 14 or 15(d) of the Exchange Act.

“Stockholder Associated Person” means, with respect to the applicable stockholder, (i) any beneficial owner of shares of the Corporation owned of record or beneficially by such stockholder, (ii) any associate of such stockholder or beneficial owner, (iii) any affiliate of such stockholder or beneficial owner and (iv) any other person acting in concert, directly or indirectly pursuant to any agreement, arrangement, relationship, understanding, or otherwise, whether written or oral, with such stockholder or beneficial owner (or any of their respective affiliates or associates).

2.13 Inspectors of Votes

The presiding officer of the meeting may appoint an inspector of votes to act at each meeting of the stockholders, unless the Board of Directors shall have theretofore made such appointment. The inspector of votes shall first subscribe an oath or affirmation faithfully to execute the duties of an inspector of votes at the meeting with strict impartiality and according to the best of such inspector’s ability. Such inspector of votes, if any, shall take charge of the ballots, if any, at the meeting, and after the balloting on any question, shall count the ballots cast and shall make a report in writing to the secretary of the meeting of the results of the balloting. An inspector of votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an inspector of votes on any question other than a vote for or against such officer’s election to any position with the Corporation or on any other question in which such officer may be directly interested.

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3. DIRECTORS

3.1. Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law. The Board of Directors shall annually elect a Chairman of the Board from among its members and shall designate, when present, either the Chairman of the Board or the President to preside at its meetings. If neither the Chairman of the Board nor the President is present, the Board of Directors may designate another officer to preside at such meeting. The Chairman of the Board and the President may be the same person. The Board of Directors may also annually elect one or more Vice Chairmen from among its members, with such duties as the Board of Directors shall from time to time prescribe.

3.2. Number and Election

The term “entire Board of Directors” as used herein shall mean the total number of directors constituting the entire Board of Directors irrespective of the number of directors then in office or vacancies. The total number of directors constituting the entire Board of Directors shall be determined by resolution of the Board of Directors passed by the affirmative vote of at least two-thirds of the directors then in office, provided, that such number shall be consistent with the minimum and maximum number of directors set forth in the Certificate of Incorporation. Directors shall be elected at annual meetings of the stockholders, except as provided in Section 3.3 hereof, and each director elected shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be stockholders.

3.3. Vacancies

Vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled by a majority of the directors then in office, whether or not a quorum, or by a sole remaining director. Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by the sole remaining director so elected. Each director so chosen shall hold office until the next election, and until such director’s successor is elected and qualified, or until the director’s earlier resignation or removal. In the event that one or more directors resigns from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the next election, and until such director’s successor is elected and qualified, or until the director’s earlier resignation or removal.

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3.4. Meetings

3.4.1. Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

3.4.2. Special Meetings

Special meetings of the Board may be called by the Chairman of the Board or President on one day’s notice to each director, either personally or by telephone, express delivery service (so that the scheduled delivery date of the notice is at least one day in advance of the meeting), telegram or facsimile transmission. The notice need not describe the purpose of a special meeting.

3.4.3. Telephone Meetings

Members of the Board of Directors may participate in a meeting of the Board by any communication by means of which all participating directors can simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.4.4. Action Without Meeting

Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission and the writing or writings and transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.

3.4.5. Waiver of Notice of Meeting

A director may waive any notice required by statute, the Certificate of Incorporation or these Bylaws before or after the date and time stated in the notice. Except as set forth below, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the Corporation for inclusion in the minute book. Notwithstanding the foregoing, a director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

3.5. Quorum and Vote at Meetings

At all meetings of the Board, a quorum of the Board of Directors consists of the presence of a majority of the total number of directors constituting the entire Board of Directors. The affirmative vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws.

3.6. Committees of Directors

3.6.1. General

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The Board of Directors may by resolution designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The qualifications for any director to serve on any committee of the Board shall be subject to the provisions of the Sarbanes-Oxley Act of 2002, the Rules and Regulations adopted by the Securities and Exchange Commission implementing the Sarbanes-Oxley Act of 2002, and all applicable rules of Nasdaq or any national securities exchange on which any securities of the Corporation are listed. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by unanimous vote, appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors pursuant to Section 151(a) of the Delaware General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of any shares of any series), adopting an agreement of merger or consolidation pursuant to Sections 251, 252, 257, 258, 263 or 264 of the Delaware General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws; and unless the resolutions, these Bylaws or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to Section 253 of the Delaware General Corporation Law. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise specified in the resolution of the Board of Directors designating the committee, at all meetings of each such committee of directors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors, when required.

3.6.2. Compliance with Listing Requirements.

So long as any of the Corporation’s securities are listed on a national securities exchange or quoted on the Nasdaq National Market, the Corporation shall create, constitute and keep in effect any committees that may be required pursuant to the listing requirements of such national securities exchange or the Nasdaq National Market including but limited to an Audit Committee, a Compensation Committee and a Nominating Committee. Each member of each such committee shall be “independent” as defined under both the Sarbanes-Oxley Act of 2002, and the rules promulgated thereunder, and the applicable rules of the national securities exchange or the Nasdaq National Market.

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3.6.3. Nominating Committee.

The Board of Directors shall establish a Nominating Committee authorized to (i) select nominees for director positions to be recommended by the Board of Directors for election as directors and (ii) fill any newly created director positions or any vacancies in director positions. The Nominating Committee shall consist of at least three members. The approval of a majority of the members on the Nominating Committee shall be required in order for the Board of Directors to select any nominee for a director position.

3.6.4. Compensation Committee

The Board of Directors shall establish a Compensation Committee whose principal duties shall be (i) to review key employee compensation policies, plans and programs, (ii) to review and approve the compensation of the chief executive officer and the other executive officers of the Corporation, (iii) to review and approve any employment contracts, severance arrangements, change of control arrangements or similar arrangements between the Corporation and any executive officer of the Corporation, (iv) to review and consult with the chief executive officer concerning selection of officers, management succession planning, performance of individual executives and related matters, and (v) to administer the Corporation’s stock option plans, incentive compensation plan programs and any such plans that the Board of Directors may from time to time adopt and to exercise all the powers, duties and responsibilities of the Board of Directors with respect to such plans, in addition to any other duties set forth in such committee’s charter. The Compensation Committee shall consist of at least three members.

3.6.5. Audit Committee.

The Board of Directors shall establish an Audit Committee for the purpose of fulfilling the Board of Director’s oversight responsibilities regarding the Corporation’s and its subsidiaries’ accounting and systems of internal controls, the quality and integrity of the Corporation’s financial reports and the independence and performance of the Corporation’s outside auditor as set forth in the Audit Committee charter. The Audit Committee shall consist of at least three members. The approval of a majority of the entire Audit Committee shall be required to approve the appointment of the independent auditors of the Corporation and its consolidated subsidiaries and any change in such appointment. At least one member of the Audit Committee shall be an “Audit Committee Financial Expert” as such term is defined in the rules promulgated pursuant to the Sarbanes-Oxley Act of 2002.

3.7. Compensation of Directors.

As expressly provided by resolution adopted by the Board of Directors, and subject to the provisions of the Sarbanes-Oxley Act of 2002, the Rules and Regulations adopted by the Securities and Exchange Commission implementing the Sarbanes-Oxley Act of 2002, and all applicable rules of Nasdaq or any national securities exchange on which any securities of the Corporation are listed, the directors may, as such, receive remuneration for their services; and the Board of Directors may at any time and from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation, either as such director’s annual remuneration as such director or member of any committee of the Board of Directors or as remuneration for such director’s attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the

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Corporation shall reimburse each director for any expenses paid by such director on account of such director’s attendance at any meeting. Nothing in this Section 3.7 shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefore.

3.8. Nomination of Directors

Nominations of persons for election to the Board of Directors of the Corporation may be made only (i) by the Board of Directors at any meeting of stockholders and (ii) at an annual meeting of stockholders, by any stockholder of the Corporation who is entitled to vote for the election of directors and who has complied with the procedures established by this Section 3.8. For a nomination to be properly brought before an annual meeting by a stockholder, the Proponent (as defined in Section 2.12) must have given timely and proper notice thereof in writing to the Secretary of the Corporation, in accordance with, and containing all information and the completed questionnaire provided for in, this Section 3.8.

To be timely, a Proponent’s notice must be delivered to or mailed to the Secretary of the Corporation and received at the principal executive offices of the Corporation (as reflected in the Corporation’s most recent filing with the U.S. Securities and Exchange Commission containing such information) not later than the close of business 90 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided, however, in the event the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 60 days after such anniversary date then to be timely such notice must be received by the Corporation at such offices not later than the close of business on the later of the 90th day prior to the date of the meeting or the 10th day following the date of Public Disclosure (as defined in Section 2.12) of the date of the annual meeting. In no event shall any adjournment or postponement of an annual meeting of stockholders or announcement thereof commence a new time period or extend any time period for the giving of a Proponent’s notice as required by this Section 3.8.

A Proponent’s notice to the Secretary shall set forth: (a) as to each person the Proponent proposes to nominate for election as a director at the annual meeting, (i) the name, age, business address, residence address and telephone number of such nominee and the name, business address and residence address of any Nominee Associated Persons (defined below), (ii) the principal occupation or employment of such nominee, (iii) the class and number of shares of stock of the Corporation that are owned (beneficially and of record) by or on behalf of such nominee and by or on behalf of any Nominee Associated Person, as of the date of the Proponent’s notice, (iv) a description of such nominee’s qualifications to be a director and (v) a statement as to whether such nominee would be an independent director, and the basis therefor, under the listing standards of the Nasdaq National Market and the Corporate Governance Requirements of its Listing Rules and (b) as to the Proponent and any Stockholder Associated Person (as defined in Section 2.12) on whose behalf the nomination is being made, (i) the name and address of the Proponent, and any holder of record of the Proponent’s shares of stock, as they appear on the Corporation’s books, and of any Stockholder Associated Person and a detailed description of the relationship between the Proponent and each Stockholder Associated Person and every agreement, arrangement and understanding between the Proponent and the Stockholder Associated Persons in connection with the proposal and such nomination by the Proponent, (ii) the class and number of shares of stock of the Corporation that are owned (beneficially and of record) by or on behalf of the Proponent and by or on behalf of any Stockholder Associated Person, as of the date of the Proponent’s notice, the date such shares were acquired and the investment intent with respect thereto, (iii) a representation and agreement

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that the Proponent will notify the Corporation in writing of the class and number of shares of stock of the Corporation that are owned (beneficially and of record) by or on behalf of the Proponent and by or on behalf of any Stockholder Associated Person, as of the record date for the meeting, not later than the close of business on the third business day following the later of the record date or the date of Public Disclosure of the record date, (iv) a description of all purchases and sales of, or other transactions involving in any way, shares of stock of the Corporation by or on behalf of the Proponent and by or on behalf of any Stockholder Associated Person during the twenty-four month period prior to the date of the Proponent’s notice, including the date of the transactions, the class and number of shares and the consideration (without regard to whether such shares were or were not owned by the Proponent or any such person), (v) a description of any agreement, arrangement or understanding, including all Derivative Instruments (as defined in Section 2.12), that has been entered into or is in effect as of the date of the Proponent’s notice, by or on behalf of the Proponent, any Stockholder Associated Person, any nominee or any Nominee Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of stock price changes for, or increase or decrease the voting power of, the Proponent, any Stockholder Associated Person, any nominee or any Nominee Associated Person with respect to the Corporation’s securities, (vi) a representation and agreement that the Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding, including all Derivative Instruments, that has been entered into or is in effect as of the record date for the meeting, not later than the close of business on the third business day following the later of the record date or the date of Public Disclosure of the record date, (vii) a description of any other agreement, arrangement or understanding that has been entered into or is in effect as of the date of the Proponent’s notice, between or among the Proponent, any Stockholder Associated Person, any nominee, any Nominee Associated Person or any other person, and that relates to such nomination or such nominee’s service as a director of the Corporation, (viii) a representation and agreement that the Proponent will notify the Corporation in writing of any such agreement, arrangement or understanding that has been entered into or is in effect as of the record date for the meeting, not later than the close of business on the third business day following the later of the record date or the date of Public Disclosure of the record date, (ix) to the extent actually known by the Proponent, the name and address of any other person who owns, of record or beneficially, any securities of the Corporation and who supports the nomination or nominations that the Proponent proposes to bring before the meeting on the date of the Proponent’s notice, (x) a detailed description of each proxy, contract, arrangement, understanding, or relationship pursuant to which the Proponent and/or the Stockholder Associated Persons has a right to vote, or cause or direct the vote of, any securities of the Corporation, (xi) a representation that the Proponent is the holder of record or beneficial owner of shares of stock of the Corporation entitled to vote for the election of directors at the annual meeting and intends to appear in person or by proxy at the meeting to nominate any such nominee and (xii) a representation as to whether the Proponent intends to deliver a proxy statement and/or form of proxy to stockholders and/or otherwise to solicit proxies from stockholders in support of such nomination.

The Proponent’s notice shall also include a completed questionnaire (in the form provided by the Secretary of the Corporation upon request by the Proponent) signed by each such nominee with respect to information of the type required by the Corporation’s Questionnaires for Directors and Officers of the Corporation in connection with the Annual Meeting of Stockholders and Various Reports to the Securities and Exchange Commission. The questionnaire shall also include a representation and agreement that such nominee (i) is not and will not become a party to (A) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such nominee, if elected as a director of the

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Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been, or will not be within three business days thereafter, disclosed to the Corporation or (B) any Voting Commitment that could limit or interfere with the nominee’s ability to comply, if elected as a director of the Corporation, with such nominee’s fiduciary duties under applicable law, (ii) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Corporation that has not been, or will not be within three business days thereafter, disclosed to the Corporation and (iii) in such nominee’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply, with applicable law and all applicable corporate governance, code of conduct and ethics, conflict of interest, corporate opportunities, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

No person proposed to be nominated by a stockholder shall be eligible for election as a director of the Corporation unless such person is nominated in accordance with the procedures set forth in this Section 3.8. If the Proponent intending to nominate a person for election as a director of the Corporation at an annual meeting pursuant to this Section 3.8 does not give timely and proper notice thereof in writing to the Secretary of the Corporation, in accordance with, and containing all information and the completed questionnaire provided for in, this Section 3.8, or if the Proponent (or a qualified representative of the Proponent) does not appear at the meeting to nominate such person for election as a director of the Corporation, then, in any such case, such proposed nomination shall not be made, notwithstanding the fact that proxies in respect of such nomination may have been solicited or obtained. The chairman of the meeting shall, if the facts warrant, determine that the nomination was not properly made in accordance with the provisions of this Section 3.8, and, if the chairman should so determine, he or she shall declare to the meeting that such nomination was not properly made and shall be disregarded.

The requirements of this Section 3.8 shall apply to the nomination by a stockholder of a person for election as a director without regard to whether such nomination also is intended to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act, or whether such nomination is presented to stockholders by means of a proxy solicitation by any person other than by or on behalf of the Board of Directors.

“Nominee Associated Person” of any nominee for election as a director means (i) any affiliate or associate (as such terms are defined for purposes of the Exchange Act) of the nominee and any other person acting in concert with any of the foregoing, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such nominee and (iii) any person controlling, controlled by or under common control with such Nominee Associated Person.

4. OFFICERS

4.1 . Positions

The officers of the Corporation shall be a Chairman of the Board, a President, a Chief Executive Officer, a Chief Financial Officer and a Secretary, and such other officers as the Board of Directors from time to time may appoint, including one or more Vice Chairpersons, a Chief Operating Officer, a Treasurer, Executive Vice Presidents, a General Counsel, Senior Vice Presidents, Vice

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Presidents, Assistant Secretaries and Assistant Treasurers. Each such officer shall exercise such powers and perform such duties as shall be set forth below and such other powers and duties as from time to time may be specified by the Board of Directors or by any officer(s) authorized by the Board of Directors to prescribe the duties of such other officers. Any number of offices may be held by the same person, except that in no event shall the President and the Secretary be the same person. Each of the Chairman of the Board, the President and Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, and/or any Executive Vice President or Senior Vice President may execute bonds, mortgages and other documents under the seal of the Corporation, except where required or permitted by law to be otherwise executed and except where the authorization therefor shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

4.2. Chairman of the Board

The Chairman of the Board shall (when present) preside at all meetings of the Board of Directors and stockholders and shall ensure that all orders and resolutions of the Board of Directors are carried into effect. Unless the Board shall designate a person other than the Chairman as the President and Chief Executive Officer, the Chairman of the Board shall also be the President and Chief Executive Officer of the Corporation, and as such shall have overall executive responsibility and authority for management of the business, affairs and operations of the Corporation (subject to the authority of the Board of Directors). As President and Chief Executive Officer, the Chairman of the Board shall, in general, perform all duties incident to the office of a president and chief executive officer of a corporation, including those duties customarily performed by persons holding such offices, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors.

4.3. Chief Executive Officer

Subject to the authority of the Board of Directors, the Chief Executive Officer shall have overall executive responsibility and authority for management of the business, affairs and operations of the Corporation, and, in general, shall perform all duties incident to the office of a chief executive officer of a corporation, including those duties customarily performed by persons holding such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors.

4.4. President

The President shall be the Chief Executive Officer of the Corporation and shall have responsibility and authority for management of the day-to-day operations of the Corporation, subject to the authority of the Board of Directors and, in general, shall perform all duties incident to the office of a president of a corporation including those duties customarily performed by persons holding such office and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors.

4.5. Chief Financial Officer

The Chief Financial Officer of the Corporation shall have general charge and supervision of the financial affairs of the Corporation, including budgetary, accounting and statistical methods, and shall approve payment, or designate others serving under him to approve for payment, all vouchers and warrants for disbursements of funds, and, in general, shall perform such other duties as are incident to the

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office of a chief financial officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors, the President or Chief Executive Officer.

4.6. Chief Operating Officer

The Chief Operating Officer of the Corporation shall have general charge and supervision of the day to day operations of the Corporation (subject to the direction of the President and the authority of the Board of Directors), and, in general, shall perform such other duties as are incident to the office of a chief operating officer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors, or the President or Chief Executive Officer.

4.7. General Counsel

The General Counsel of the Corporation shall be responsible for supervising the legal affairs of the Corporation, and, in general, shall perform such other duties as are incident to the office of a general counsel of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors, the President or Chief Executive Officer.

4.8. Vice President

In the absence of the President or in the event of the President’s failure or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President and Chief Executive Officer. The Vice President or Vice Presidents, in general, shall perform such other duties as are incident to the office of a vice president of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her or them by the Board of Directors, the President or Chief Executive Officer. The Board of Directors may designate one or more Vice Presidents as Executive Vice Presidents or Senior Vice Presidents.

4.9. Secretary

The Secretary, or an Assistant Secretary, shall attend all meetings of the Board of Directors and all meetings of the stockholders, and shall record all the proceedings of the meetings of the stockholders and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees, when required. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature. The Secretary or an Assistant Secretary may also attest all instruments signed by the President and Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Vice President. The Secretary, or an Assistant Secretary, shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and, in general, shall perform all duties as

15

are incident to the office of a secretary of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or her by the Board of Directors, the President, Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Executive Vice President.

4.10. Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act or when requested by the Chairman of the Board, the President and Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Executive Vice President, perform the duties and exercise the powers of the Secretary, and, in general, shall perform all duties as are incident to the office of an assistant secretary of a corporation, including those duties customarily performed by persons holding such office, and shall perform such other duties as, from time to time, may be assigned to him or her or them by the Board of Directors, the President, Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Executive Vice President or the Secretary. An Assistant Secretary may or may not be an officer, as determined by the Board of Directors.

4.11. Treasurer

The Treasurer shall have responsibility for the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall also render to the President and Chief Executive Officer and the Chief Operating Officer, upon request, and to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all financial transactions and of the financial condition of the Corporation and, in general, shall perform such duties as are incident to the office of a treasurer of a corporation, including those customarily performed by persons occupying such office, and shall perform all other duties as, from time to time, may be assigned to him or her by the Board of Directors, the President, Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer or any Executive Vice President.

4.12. Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and, in general, shall perform all duties as are incident to the office of an assistant treasurer of a corporation, including those duties customarily performed by persons occupying such office, and shall perform such other duties as, from time to time, may be assigned to him or them by the Board of Directors, the President, Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, any Executive Vice President or by the Treasurer. An Assistant Treasurer may or may not be an officer, as determined by the Board of Directors.

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4.13. Term of Office

The officers of the Corporation shall hold office until their successors are chosen and qualify or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the directors constituting the entire Board of Directors.

4.14. Compensation

The compensation of officers of the Corporation shall be fixed by the Compensation Committee of the Board of Directors.

4.15. Fidelity Bonds

The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5. CAPITAL STOCK

5.1. Certificates of Stock; Uncertificated Shares

The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate (representing the number of shares registered in certificate form) signed in the name of the Corporation by the Chairman of the Board, President or any Vice President, and by the Treasurer, Secretary or any Assistant Treasurer or Assistant Secretary of the Corporation. Any or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar whose signature or facsimile signature appears on a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

5.2. Lost Certificates

The Board of Directors, Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer or Secretary may direct a new certificate of stock to be issued in place of any certificate theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming that the certificate of stock has been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board or any such officer may, as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner’s legal representative, to advertise the same in such manner as the Board or such officer shall require and/or to give the Corporation a bond or indemnity, in such sum or on such terms and conditions as the Board or such officer may direct, as indemnity against any claim that may be made against the Corporation on account of the certificate alleged to have been lost, stolen or destroyed or on account of the issuance of such new certificate or uncertificated shares.

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5.3. Record Date

5.3.1. Actions by Stockholders

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty days nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, unless the Board of Directors fixes a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Section 213(b) of the Delaware General Corporation Law. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

5.3.2. Payments

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.3.3. Stockholders of Record

The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive notifications, to vote as such owner, and to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether

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or not it shall have express or other notice thereof, except as otherwise may be provided by the Delaware General Corporation Law.

6. INDEMNIFICATION

6.1. Authorization of Indemnification

Each person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, shall be (and shall be deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, and subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or may hereafter be amended (but any such amendment shall not be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to Section 6.2 hereof) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The indemnification conferred in this Section 6.1 also shall include the right to be paid by the Corporation (and such successor) the expenses (including attorneys’ fees) incurred in the defense of or other involvement in any such proceeding in advance of its final disposition; provided, however, that, if and to the extent the Delaware General Corporation Law requires, the payment of such expenses (including attorneys’ fees) incurred by a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 6 or otherwise; and provided further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the Board of Directors deems appropriate.

6.2. Right of Claimant to Bring Action Against the Corporation

If a claim under Section 6.1 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition where the required undertaking, if any

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is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification under Section 6.1 but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (in the manner provided under the Delaware General Corporation Law) to have made a determination prior to or after the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law shall not be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant, an actual determination by the Corporation (in the manner provided under the Delaware General Corporation Law) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a presumption that the claimant has not met the applicable standard of conduct.

6.3. Non-exclusivity

The rights to indemnification and advance payment of expenses provided by Section 6.1 hereof shall not be deemed exclusive of any other rights to which those seeking indemnification and advance payment of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

6.4. Survival of Indemnification

The indemnification and advance payment of expenses and rights thereto provided by, or granted pursuant to, Section 6.1 hereof shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, partner or agent and shall inure to the benefit of the personal representatives, heirs, executors and administrators of such person.

6.5. Insurance

The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general )or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, and related expenses, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of the Delaware General Corporation Law.

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7. GENERAL PROVISIONS

7.1. Inspection of Books and Records

Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office or at its principal place of business.

7.2. Dividends

The Board of Directors may declare dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and the laws of the State of Delaware.

7.3. Reserves

The directors of the Corporation may set apart, out of the funds of the Corporation available for dividends, a reserve or reserves for any proper purpose and may abolish any such reserve.

7.4. Execution of Instruments

All checks, drafts or other orders for the payment of money, and promissory notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.5. Fiscal Year

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

7.6. Seal

The corporate seal shall be in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

7.7. Pronouns

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require.

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7.8. Amendments

The Board of Directors or the stockholders may from time to time adopt, amend or repeal the Bylaws of the Corporation. Such action by the Board of Directors shall require the affirmative vote of at least a majority of the directors then in office at a duly constituted meeting of the Board of Directors called for such purpose. Such action by the stockholders shall require the affirmative vote of the holders of at least a majority of the outstanding shares of stock of the Corporation entitled to vote thereon at a duly constituted meeting of stockholders called for such purpose.

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William V. Carey, certify that:

1. I have reviewed this report on Form 10-Q of Central European Distribution Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

By:	/s/    William V. Carey
	William V. Carey President and Chief Executive Officer (principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Chris Biedermann, certify that:

1. I have reviewed this report on Form 10-Q of Central European Distribution Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

By:	/s/    Chris Biedermann
	Chris Biedermann Vice President and Chief Financial Officer (principal financial officer)

EX-32.1

Exhibit 32.1

Written Statement of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer of Central European Distribution Corporation (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Form 10-Q of the Company for the quarterly period ended September 30, 2011, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2011

/s/    William V. Carey        

William V. Carey

Chairman, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Written Statement of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Financial Officer of Central European Distribution Corporation (the “Company”), hereby certifies that, to his knowledge on the date hereof:

(a) the Form 10-Q of the Company for the quarterly period ended September 30, 2011, filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2011

/s/    Chris Biedermann        

Chris Biedermann

Vice President and Chief Financial Officer

XML

Intangible Assets Other Than Goodwill (Components Of Intangible Assets) (Details) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Intangible Assets Other Than Goodwill [Abstract]
Trademarks as at December 31, 2010	$ 627,221
Impairment charge	(127,585)
Acquisitions during the period	17,473
Foreign exchange impact	(52,151)
Trademarks as at September 30, 2011	464,958
Customer relationships as at December 31, 2010	121
Acquisitions during the period	8,200
Less amortization for the period	(925)
Foreign exchange impact	(659)
Customer relationships as at September 30, 2011	6,737
Total intangible assets	$ 471,695	$ 627,342

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Sep. 30, 2011	Dec. 31, 2010
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 27,355	$ 20,357
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares issued	72,739,924	70,752,670
Treasury stock, shares	246,037	246,037
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	7,000,000	7,000,000
Preferred stock, shares issued	0	0

XML

Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements Of Operations [Abstract]
Sales	$ 451,592	$ 347,492	$ 1,227,732	$ 1,058,260
Excise taxes	(222,742)	(189,732)	(630,214)	(575,097)
Net sales	228,850	157,760	597,518	483,163
Cost of goods sold	135,742	80,448	359,831	243,241
Gross profit	93,108	77,312	237,687	239,922
Operating expenses	63,757	48,239	190,052	144,369
Gain on remeasurement of previously held equity interests	0	0	(7,898)	0
Impairment charge	674,515	0	674,515	0
Operating income	(645,164)	29,073	(618,982)	95,553
Non operating income / (expense), net
Interest income / (expense), net	(29,033)	(25,749)	(84,246)	(77,848)
Other financial income / (expense), net	(170,809)	81,773	(121,015)	4,987
Other non operating income / (expense), net	(11,633)	(914)	(15,270)	(12,266)
Income / (loss) before taxes and equity in net income from unconsolidated investments	(856,639)	84,183	(839,513)	10,426
Income tax benefit / (expense)	16,789	(17,023)	12,612	(2,275)
Equity in net income / (losses) of affiliates	0	1,719	(8,814)	2,163
Income / (loss) from continuing operations	(839,850)	68,879	(835,715)	10,314
Discontinued operations
Income / (loss) from operations	0	30,870	0	(11,815)
Income tax benefit / (expense)	0	147	0	37
Income / (loss) on discontinued operations	0	31,017	0	(11,778)
Net income / (loss)	$ (839,850)	$ 99,896	$ (835,715)	$ (1,464)
Income / (loss) from continuing operations per share of common stock, basic	$ (11.59)	$ 0.98	$ (11.60)	$ 0.15
Income / (loss) from discontinued operations per share of common stock, basic	$ 0.00	$ 0.44	$ 0.00	$ (0.17)
Net income / (loss) from operations per share of common stock, basic	$ (11.59)	$ 1.42	$ (11.60)	$ (0.02)
Income from continuing operations per share of common stock, diluted	$ (11.59)	$ 0.98	$ (11.60)	$ 0.15
Income / (loss) from discontinued operations per share of common stock, diluted	$ 0.00	$ 0.43	$ 0.00	$ (0.17)
Net income / (loss) from operations per share of common stock, diluted	$ (11.59)	$ 1.41	$ (11.60)	$ (0.02)

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Operating Segments (Segment Information On Goodwill) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Goodwill	$ 1,064,729	$ 1,450,273
Poland [Member]
Segment Reporting Information [Line Items]
Goodwill	264,247	387,448
Russia [Member]
Segment Reporting Information [Line Items]
Goodwill	794,078	1,055,772
Hungary [Member]
Segment Reporting Information [Line Items]
Goodwill	$ 6,404	$ 7,053

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Equity Method Investments In Affiliates (Narrative) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Jan. 31, 2011	Dec. 31, 2010
Schedule of Equity Method Investments [Line Items]
Ownership percentage of the company		80.00%
Whitehall Group [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment voting rights		49.00%
Dividends received	$ 7.6	$ 10.9
Moet Hennessy [Member]
Schedule of Equity Method Investments [Line Items]
Ownership percentage of the company		50.00%
Equity method investment voting rights		25.00%

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Other Financial Income, Net

9 Months Ended

Sep. 30, 2011

Other Financial Income, Net [Abstract]

Other Financial Income, Net

17. OTHER FINANCIAL INCOME, NET

The following items are included in Other financial income, net:

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Foreign exchange impact related to foreign currency financing	($	174,136	)	$	81,773	($	123,404	)	$	792
Other gains		3,327			0		2,389			4,195
Total other financial income / (expense), net	($	170,809	)	$	81,773	($	121,015	)	$	4,987

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Document And Entity Information	9 Months Ended
	Sep. 30, 2011	Nov. 04, 2011
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	cedc
Entity Registrant Name	CENTRAL EUROPEAN DISTRIBUTION CORP
Entity Central Index Key	0001046880
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		72,739,924

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Sale Of Accounts Receivable (Details) In Millions			3 Months Ended	9 Months Ended			3 Months Ended		9 Months Ended
	Sep. 30, 2011 USD ($)	Sep. 30, 2011 PLN	Sep. 30, 2011 ING Polska [Member] USD ($)	Sep. 30, 2011 ING Polska [Member] USD ($)	Feb. 24, 2011 ING Polska [Member] PLN	Feb. 24, 2011 ING Polska [Member] USD ($)	Sep. 30, 2011 GPB [Member] RUB	Sep. 30, 2011 GPB [Member] USD ($)	Sep. 30, 2011 GPB [Member] USD ($)	Sep. 30, 2011 GPB [Member] RUB	Oct. 14, 2010 GPB [Member] USD ($)	Oct. 14, 2010 GPB [Member] RUB
Accounts, Notes, Loans and Financing Receivable [Line Items]
Maximum sale under factoring agreement		290.0			290.0	$ 89.0					$ 36.5	1,022.0
Total balance of accounts receivable under factoring	55.8	182.0
Accounts receivable sold during the period			117.8	297.2			458.3	14.3	23.2	706.7
Non-recourse factoring loss			0.90	1.90			3.00	0.09	0.12	3.90
Liability for recourse from factored receivables								$ 4.3	$ 4.3

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Commitments And Contingent Liabilities

9 Months Ended

Sep. 30, 2011

Commitments And Contingent Liabilities [Abstract]

Commitments And Contingent Liabilities

20. COMMITMENTS AND CONTINGENT LIABILITIES

The Company is involved in litigation from time to time and has claims against it in connection with matters arising in the ordinary course of business. In the opinion of management, the outcome of these proceedings will not have a material adverse effect on the Company's operations.

Supply Contracts

The Company has various agreements covering its sources of supply, which, in some cases, may be terminated by either party on relatively short notice. Thus, there is a risk that a portion of the Company's supply of products could be curtailed at any time.

Bank Guarantees

In accordance with current legislation in Russia each producer of spirit beverages must acquire excise stamps and must pay excise tax in full before buying spirit for production purposes. For each lot of stamps purchased the alcohol producer must provide the relevant body with a bank guarantee in the full amount of payment for the excise tax to secure the legality of usage of the excise stamps. This bank guarantee serves as insurance against the illegal usage of excise stamps by an alcohol producer.

In addition, under new legislation effective since August 1st 2011 the producer purchasing spirit alcohol must a) prepay the excise tax in full or b) provide the relevant tax body with a bank guarantee in the full amount of the excise tax before purchasing to secure payment of the excise tax. This bank guarantee serves as insurance that the excise tax is paid in time.

Under this requirement Russian Alcohol signed a "guarantee line" agreement with multiple banks pursuant to which it was provided with a guarantee limit of 11.6 billion Russian rubles (approximately $362.2 million) for a period of 5 years.

Russian Alcohol has the right to obtain bank guarantees during the agreement term for each purchase of excise stamps and for the purchase of spirit. The guarantee for excise stamps is held by the beneficiary (Rosalkoregulirovanie) during the whole production period for which the excise stamps were purchased. The guarantee for excise tax is held by the beneficiary (the tax body) for 6 months after the end of month the spirit was purchased.

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Assets And Liabilities Of Business Held For Sale (Details)	9 Months Ended
	Sep. 30, 2011 USD ($)	Sep. 30, 2011 RUB	Dec. 31, 2010 USD ($)
Assets And Liabilities Of Business Held For Sale [Abstract]
Gain (loss) recognized on sale of business	$ (7,400,000)	(221,600,000)
Assets held for sale	$ 676,000		$ 8,614,000
Disposal of Tula's assets, expected term to complete transaction (in years)	1	1

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Stock Option Plans And Warrants (Schedule Of Weighted-Average Assumptions) (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Sep. 30, 2010
Stock Option Plans And Warrants [Abstract]
Fair Value		$ 7.60	$ 12.57
Dividend Yield	0.00%	0.00%	0.00%
Expected Volatility		66.10%	68.20%
Weighted Average Volatility		66.10%	68.20%
Risk Free Interest Rate		0.30%
Minimum Risk Free Interest Rate			0.30%
Maximum Risk Free Interest Rate			0.50%
Expected Life of Options from Grant		3.2	3.2

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Intangible Assets Other Than Goodwill

9 Months Ended

Sep. 30, 2011

Intangible Assets Other Than Goodwill [Abstract]

Intangible Assets Other Than Goodwill

6. INTANGIBLE ASSETS OTHER THAN GOODWILL

The major components of intangible assets are:

Non-amortizable intangible assets:
Trademarks as at December 31, 2010	$	627,221
Impairment charge		(127,585	)
Acquisitions during the period		17,473
Foreign exchange impact		(52,151	)
Trademarks as at September 30, 2011		464,958
Amortizable intangible assets:
Customer relationships as at December 31, 2010		121
Acquisitions during the period		8,200
Less amortization for the period		(925	)
Foreign exchange impact		(659	)
Customer relationships as at September 30, 2011		6,737
Total intangible assets	$	471,695

Management considers trademarks associated with high or market-leader brand recognition within their market segments to be indefinite-lived assets, based on the length of time they have existed, the comparatively high volumes sold and their general market positions relative to other products in their respective market segments.

Based on this and together with the evidence provided by analyses of vodka products life cycles, market studies, competitive and environmental trends, we believe that these trademarks will continue to generate cash flows for an indefinite period of time, and that the useful lives of these trademarks are therefore indefinite. In accordance with ASC Topic 350-30, intangible assets with an indefinite life are not amortized but are reviewed at least annually for impairment. These trademarks include Soplica, ubrówka, Absolwent, Royal, Palace, Parliament, Green Mark, Zhuravli, Kauffman Vodka, Urozhay and the trademark rights to Bols Vodka in Poland, Hungary and Russia.

As of September 30, 2011, the Company assessed recent events and current circumstances, including current and future performance, relaunch and rebranding plans in 2011 and 2012. Resulting from these events, the Company identified certain impairment indicators that would trigger the need for an impairment test, including performance of certain brands below expectations.

As of September 30, 2011 in order to support the value of trademarks, the Company calculated the fair value of trademarks using a discounted cash flow approach based on the following assumptions:

• Risk free rates for Poland and Russia used for calculation of discount rate were based upon current market rates of long term Polish Government Bonds rates and long-term Russian Government Bonds rates. When estimating discount rates to be used for the calculation we have taken into account current market conditions in Poland and Russia separately. As a result of our assumptions and calculations, we have determined discount rates of 9.09% and 11.03% for Poland and Russia, respectively.

• The Company estimated the growth rates in projecting cash flows for each of our trademarks separately, based on four year plan assumptions related to each trademark.

• The Company estimated the terminal value growth rates for trademarks from 2.5% for Polish trademarks to 3.0% for Russian trademarks.

Based upon the above analysis performed and due to the continued lower performance of certain Polish brands as compared to expectations for 2011 and subsequent years, the Company has determined that the fair market value of the trademarks related to these brands is below carrying value. The decrease in fair value primarily resulted from the very good performance of ubrówka Biaa brand, which cannibalized the performance of other brands, mainly Bols Vodka, the underperformance of which was most significant.

As a result the Company recorded an impairment charge of $127.6 million during the third quarter of 2011 that included an impairment to the carrying values of our trademarks.

The change in the recorded book value of trademarks between September 30, 2011 and December 31, 2010 resulted mainly from the recognized impairment charge described above and acquisition of the Kauffman Vodka trademark for $17.5 million as well as foreign exchange translation differences of $52.2 million caused by depreciation of the Polish zloty and Russian ruble against the U.S. dollar.

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Subsequent Events

9 Months Ended

Sep. 30, 2011

Subsequent Events [Abstract]

Subsequent Events

21. SUBSEQUENT EVENTS

On October 24, 2011, a class action complaint entitled Steamfitters Local 449 Pension Fund vs. Central European Distribution Corporation, et al. was filed on behalf of a putative class of all purchasers of our common stock from August 5, 2010 through February 28, 2011 against us and certain of our officers, alleging violations of federal securities law in connection with alleged materially false and misleading statements and/or omissions regarding our business, financial results and prospects in our public statements and public filings with the U.S. Securities & Exchange Commission for the second and third quarters of 2010, relating to declines in our vodka portfolio, our need to take an impairment charge relating to the deterioration in fair value of certain of our brands in Poland and negative financial results from the launch of ubrówka Biaa, a new vodka product. The complaint seeks unspecified money damages. We believe the allegations are without merit and intend to vigorously defend ourselves, therefore no provision for any potential liability in this respect has been recorded as of September 30, 2011.

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Acquisitions (Fair Value Of Consideration Transferred) (Details) (USD $) In Thousands	Mar. 31, 2011
Business Acquisition [Line Items]
Contingent consideration	$ 1,700
Whitehall Group [Member]
Business Acquisition [Line Items]
Cash	69,109
Common stock	22,101
Contingent consideration	1,976
Total Fair value of consideration transferred	93,186
Less: value of intellectual property rights to Kauffman Vodka brand	(17,473)
Total consideration paid for the remaining shares in Whitehall	$ 75,713

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Other Financial Income, Net (Tables)

9 Months Ended

Sep. 30, 2011

Other Financial Income, Net [Abstract]

Components Of Other Financial Income

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Foreign exchange impact related to foreign currency financing	($	174,136	)	$	81,773	($	123,404	)	$	792
Other gains		3,327			0		2,389			4,195
Total other financial income / (expense), net	($	170,809	)	$	81,773	($	121,015	)	$	4,987

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Stock Option Plans And Warrants

9 Months Ended

Sep. 30, 2011

Stock Option Plans And Warrants [Abstract]

Stock Option Plans And Warrants

19. STOCK OPTION PLANS AND WARRANTS

The Company recognizes the cost of all employee stock options on a straight-line attribution basis over their respective vesting periods, net of estimated forfeitures.

Determining the fair value of share-based awards at the grant date requires judgment, including estimating the expected term that the stock options will be outstanding prior to exercise, the associated volatility and the expected dividends. Judgment is also required in estimating the amount of share-based awards expected to be forfeited prior to vesting. If actual forfeitures differ significantly from these estimates, share-based compensation expense could be materially impacted.

A summary of the Company's stock option and restricted stock units activity, and related information for the three month periods ended March 31, 2011, June 30, 2011 and September 30, 2011 is as follows:

Total Options	Number of Options			Weighted- Average Exercise Price
Outstanding at January 1, 2011		1,300,400		$	29.06
Granted		82,000		$	23.06
Exercised		(13,063	)	$	5.02
Forfeited		(16,833	)	$	27.75
Outstanding at March 31, 2011		1,352,504		$	28.65
Exercisable at March 31, 2011		1,080,512		$	29.43
Outstanding at April 1, 2011		1,352,504		$	28.65
Granted		79,250		$	11.02
Exercised		(5,062	)	$	1.13
Forfeited		(21,825	)	$	27.37
Outstanding at June 30, 2011		1,404,867		$	27.77
Exercisable at June 30, 2011		1,111,625		$	29.12
Outstanding at July 1, 2011		1,404,867		$	27.77
Granted		0		$	0
Exercised		0		$	0
Forfeited		0		$	0
Outstanding at September 30, 2011		1,404,867		$	27.77
Exercisable at September 30, 2011		1,111,625		$	29.12

Nonvested restricted stock units	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2011		79,150		$	35.82
Granted		378		$	25.55
Vested		(20,223	)	$	30.42
Forfeited		(4,329	)	$	16.04
Nonvested at March 31, 2011		54,976		$	37.96
Nonvested at April 1, 2011		54,976		$	37.96
Granted		28,685		$	11.53
Vested		(3,679	)	$	60.59
Forfeited		(364	)	$	32.06
Nonvested at June 30, 2011		79,618		$	27.42
Nonvested at July 1, 2011		79,618		$	27.42
Granted		67,940		$	10.63
Vested		(6,987	)	$	69.35
Forfeited		0		$	0
Nonvested at September 30, 2011		140,571		$	17.22

Nonvested restricted stock	Number of Restricted Stock			Weighted- Average  Grant Date Fair Value
Nonvested at January 1, 2011		46,001		$	29.84
Granted		40,035		$	22.86
Vested		(1,000	)	$	35.01
Forfeited		(7,501	)	$	29.73
Nonvested at March 31, 2011		77,535		$	26.18
Nonvested at April 1, 2011		77,535		$	26.18
Granted		7,583		$	11.25
Vested		0		$	0.00
Forfeited		0		$	0.00
Nonvested at June 30, 2011		85,118		$	24.85
Nonvested at July 1, 2011		85,118		$	24.85
Granted		0		$	0
Vested		0		$	0
Forfeited		0		$	0
Nonvested at September 30, 2011		85,118		$	24.85

During the three months ended September 30, 2011, the range of exercise prices for outstanding options was $2.00 to $60.92. During 2011, the weighted average remaining contractual life of options outstanding will be 5.3 years. Exercise prices for options exercisable as of September 30, 2011 ranged from $2.00 to $60.92. The Company has also granted 67,940 restricted stock units at an average price of $10.63 during the third quarter of 2011.

The Company has issued stock options to employees under stock based compensation plans. Stock options are issued at the current market price, subject to a vesting period, which varies from one to three years. As of September 30, 2011, the Company has not changed the terms of any outstanding awards.

During the three months ended September 30, 2011, the Company recognized compensation cost of $2.0 million and a related deferred tax asset of $0.4 million.

As of September 30, 2011, there was $2.0 million of total unrecognized compensation cost related to non-vested stock options, restricted stock units and restricted stock granted under the Plan. The costs are expected to be recognized over period through 2011-2015.

Total cash received from exercise of options during the nine months ended September 30, 2011 amounted to $72 thousand.

For the three month period ended September 30, 2011, the compensation expense related to all options was calculated based on the fair value of each option grant using a binomial distribution model. The Company has never paid cash dividends and does not currently have plans to pay cash dividends, and thus has assumed a 0% dividend yield. Expected volatilities are based on an average of implied and historical volatility projected over the remaining term of the options. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rates is based primarily upon historical experience of employee turnover. As individual grant awards become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures. The following weighted-average assumptions were used in the calculation of fair value:

	Nine months ended September 30,
	2011			2010
Fair Value	$	7.60		$	12.57
Dividend Yield		0	%		0	%
Expected Volatility		66.1	%		68.2	%
Weighted Average Volatility		66.1	%		68.2	%
Risk Free Interest Rate		0.3	%		0.3% -0.5	%
Expected Life of Options from Grant		3.2			3.2

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Borrowings

9 Months Ended

Sep. 30, 2011

Borrowings [Abstract]

Borrowings

11. BORROWINGS

Bank Facilities

On December 17, 2010, the Company entered into a term and overdraft facilities Agreement (the "Credit Facility") with Bank Handlowy w Warszawie S.A. ("Bank Handlowy"), as Agent, Original Lender and Security Agent, and Bank Zachodni WBK S.A. ("WBK"), as Original Lender. The Credit Facility provides for a credit limit of up to 330.0 million Polish zloty (or approximately $ 111.5 million) which may be disbursed as one term loan and two overdraft facilities to be used to (i) refinance existing credit facilities and (ii) finance general business purposes of the borrowers. On December 20, 2010, the Company drew approximately 130.0 million Polish zloty (or approximately $43.9 million), and used the net proceeds to repay previous loan facilities with other lenders.

On February 28, 2011 the Company, entered into a letter agreement with Bank Handlowy and WBK pursuant to which and subject to the terms and conditions contained therein, the parties agreed, to waive any breach of the Consolidated Coverage Ratio covenant and the Net Leverage Ratio covenant relating to the Calculation Period ending on December 31, 2010 and amended these ratios for purposes of the Calculation Period ending on September 30, 2011 to 1.28:1 and 8.35:1, respectively. As a result of the Letter Agreement, our failure to comply with the Consolidated Coverage Ratio covenant and the Net Leverage Ratio covenant as of December 31, 2010 did not result in a default under the Credit Facility. In connection with this agreement, the Company agreed to pay a one-time waiver fee of PLN 3.3 million (approximately $1.15 million). In addition, the Company agreed with its lenders that the amount available under the overdraft facilities included in the Credit Facility is reduced to PLN 120 million (approximately $41.6 million) and the margins on term loan and overdraft facilities will be increased (with effect from March 1, 2011) to 4.25% and 3.25%, respectively, and the margin on letters of credit issued thereunder will be increased to 2.50%.

On April 21, 2011, the Company entered into an amended set of terms for the Credit Facility. As part of the amendment, on April 22, 2011, the Company repaid the remaining PLN 122.5 million ($44.3 million) term facility while at the same time retaining the PLN 120 million ($43.4 million) overdraft limit which was further decreased to PLN 60 million ($18.4 million) as of September 30, 2011. The overdraft facility going forward does not contain either the Consolidated Coverage Ratio or the Net Leverage Ratio previously required under the Credit Facility. Furthermore, the Company has no covenant compliance obligations at September 30, 2011 related to the Credit Facility. In addition to the elimination of covenants, the revised terms of the overdraft facility provide for an initial 100 basis point reduction in the margin charged to the Company, with further reductions coming over the next three months, and the maximum amount available for borrowing under the overdraft facility will be reduced over the course of the next three months as well. The outstanding liability under this overdraft facility as of September 30, 2011 amounted to $16.1 million.

As of September 30, 2011, the Company has outstanding liability of $33.9 million from the term loans from Zenit Bank, Alfa Bank and Raiffeisen Bank drawn by Whitehall with renewal dates in the first and second quarter of 2012, as well as a liability of $18.7 million from the term loan from Unicredit drawn by Russian Alcohol with maturity date in November 2012. This loan has no financial covenants that need to be met and is secured by goods up to 720 million Russian rubles and guarantees given by companies of Russian Alcohol.

As of September 30, 2011, the Company had available under existing overdraft facilities in Poland approximately $16.6 million from the Credit Facility mentioned above and approximately $0.5 million available in Hungary.

Convertible Senior Notes due 2013

On March 7, 2008, the Company completed the issuance of $310 million aggregate principal amount of 3% Convertible Senior Notes due 2013 (the "Convertible Senior Notes"). Interest is due semi-annually on the 15^th of March and September, beginning on September 15, 2008. The Convertible Senior Notes are convertible in certain circumstances into cash and, if applicable, shares of our common stock, based on an initial conversion rate of 14.7113 shares per $1,000 principal amount, subject to certain adjustments. Upon conversion of the notes, the Company will deliver cash up to the aggregate principal amount of the notes to be converted and, at the election of the Company, cash and/or shares of common stock in respect to the remainder, if any, of the conversion obligation. The proceeds from the Convertible Senior Notes were used to fund the cash portions of the acquisition of Copecresto Enterprises Limited and Whitehall.

As of September 30, 2011 the Company had accrued interest of $0.4 million related to the Convertible Senior Notes, with the next coupon due for payment on March 15, 2012. Total obligations under the Convertible Senior Notes are shown net of deferred finance costs, amortized over the life of the borrowings using the effective interest rate method as shown in the table below:

	September 30,			December 31,
	2011			2010
Convertible Senior Notes	$	310,000		$	310,000
Unamortized debt discount		(1,291	)		(2,311	)
Debt discount related to ASC 470-20		(5,337	)		(8,567	)
Total	$	303,372		$	299,122

Senior Secured Notes due 2016

On December 2, 2009, the Company issued $380 million 9.125% Senior Secured Notes due 2016 and €380 million 8.875% Senior Secured Notes due 2016 (the "2016 Notes") in an unregistered offering to institutional investors. The Company used a portion of the net proceeds from the 2016 Notes to redeem the Company's outstanding 2012 Notes, having an aggregate principal amount of €245.4 million on January 4, 2010. The remainder of the net proceeds from the 2016 Notes was used to (i) purchase Lion Capital's remaining equity interest in Russian Alcohol by exercising the Lion Option and the Co-Investor Option, pursuant to the terms and conditions of the Lion Option Agreement and the Co-Investor Option Agreement, respectively (ii) repay all amounts outstanding under Russian Alcohol credit facilities; and (iii) repay certain other indebtedness.

On December 9, 2010, the Company issued an additional €50.0 million 8.875% Senior Secured Notes due 2016 (the "2016 Notes") in an unregistered offering to institutional investors. The Company used the net proceeds from the additional 2016 Notes to repay its term loans and overdraft facilities with Bank Handlowy w Warszawie S.A and Bank Zachodni WBK S.A.

As of September 30, 2011 and December 31, 2010 the Company had accrued interest of $28.8 million and $7.1 million respectively, related to the Senior Secured Notes due 2016, with the next coupon due for payment on December 1, 2011.

	September 30,			December 31,
	2011			2010
Senior Secured Notes due 2016	$	962,060			955,296
Unamortized debt discount		(3,345	)		(3,660	)
Total	$	958,715		$	951,636

	September 30,
	2011
Principal repayments for the following years
2011	$	16,264
2012		56,687
2013		303,372
2014		0
2015 and beyond		958,715
Total	$	1,335,038

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Basis Of Presentation

9 Months Ended

Sep. 30, 2011

Basis Of Presentation [Abstract]

Basis Of Presentation

2. BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

CEDC's subsidiaries maintain their books of account and prepare their statutory financial statements in their respective local currencies. The subsidiaries' financial statements have been adjusted to reflect U.S. GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to fairly present our financial condition, results of operations and cash flows for the interim periods presented have been included. Operating results for the three and nine month periods ended September 30, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, 2011.

The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2010, filed on March 1, 2011.

The significant interim accounting policies include the recognition of a pro-rata share of certain estimated annual sales incentives, marketing, promotion and advertising costs, generally in proportion to sales, and the recognition of income taxes using an estimated annual effective tax rate adjusted for tax amendments related to prior years and changes in estimate.

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Inventories (Tables)

9 Months Ended

Sep. 30, 2011

Inventories [Abstract]

Components Of Inventories

	September 30,		December 31,
	2011		2010
Raw materials and supplies	$	23,260	$	26,847
In-process inventories		2,376		3,314
Finished goods and goods for resale		79,525		63,517
Total	$	105,161	$	93,678

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Equity Method Investments In Affiliates

9 Months Ended

Sep. 30, 2011

Equity Method Investments In Affiliates [Abstract]

Equity Method Investments In Affiliates

8. EQUITY METHOD INVESTMENTS IN AFFILIATES

We held the following investments in unconsolidated affiliates:

		Carrying Value
	Type of affiliate	September 30, 2011		December 31, 2010
Whitehall Group	Equity-Accounted Affiliate	$	0	$	243,128
	Total Carrying value	$	0	$	243,128

As of December 31, 2010, the Company had an 80% economic interest and an effective voting interest of 49% in Whitehall and a voting interest of 25% in the Moet Hennessy Russia joint venture ("MH"), through Whitehall's 50% stake in MH. On February 7, 2011, the acquisition of the remaining portion of Whitehall not previously owned was completed. The Company changed the accounting treatment for its interest in Whitehall from the equity method of accounting to consolidation starting from February 7, 2011.

On March 30, 2011, the Company through its ownership of Whitehall sold its stake in MH to Moet Hennessey. As of the completion of this transaction, Whitehall will no longer have any direct ownership stake in MH, however, it will continue cooperation with MH as a key distributor in the Russian market.

The Company received $10.9 million of dividends from Whitehall during the year ended December 31, 2010 and $7.6 million of dividends received in January 2011, when Whitehall was consolidated under the equity method.

The summarized financial information of investments are shown in the below table with the balance sheet financial information reflecting Whitehall and MH accounted under the equity method as of December 31, 2010. The results from operations for the three and nine month periods ended September 30, 2011 include the results of Whitehall from January 1, 2011 to February 7, 2011 and MH from January 1, 2011 to March 30, 2011.

	Total		Total
	September 30, 2011		December 31, 2010
Current assets	$	0	$	142,256
Noncurrent assets		0		101,329
Current liabilities		0		101,966
Noncurrent liabilities	$	0	$	0

	Total		Total		Total			Total
	Three months ended September 30, 2011		Three months ended September 30, 2010		Nine months ended September 30, 2011			Nine months ended September 30, 2010
Net sales	$	0	$	37,805	$	6,494		$	94,350
Gross margin		0		14,457		1,995			34,254
Operating profit/(loss)		0		4,611		(9,975	)		2,850
Income/(loss) from continuing operations		0		2,148		(11,018	)		2,703
Net income/(loss) attributable to the registrant		0		2,148		(11,018	)		2,703
Net income/(loss) attributable to CEDC	$	0	$	1,719	$	(8,814	)	$	2,163

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Stockholder's Equity

9 Months Ended

Sep. 30, 2011

Stockholder's Equity [Abstract]

Stockholder's Equity

13. STOCKHOLDER'S EQUITY

On September 6, 2011, the Company adopted a Rights Agreement between the Company and American Stock Transfer & Trust Company LLC, as rights agent, dated as of that date ("the Rights Agreement"), and declared a dividend distribution of one preferred share purchase right (a "Right") for each outstanding share of common stock that was payable to stockholders of record as of the close of business on September 19, 2011 (the "Record Date"). Subject to the terms, provisions and conditions of the Rights Agreement, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $0.01 per share (the "Preferred Shares"), at a price of $45.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment.

Initially, the Rights will be attached to all Common Share certificates or to the registration of uncertificated Common Shares in the Company's share register, if any, and no separate certificates evidencing the Rights ("Right Certificates") will be issued. Separate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the earlier to occur of (i) the tenth business day following a public announcement indicating that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired beneficial ownership of 10% or more of the outstanding Common Shares (which includes for this purpose stock referenced in derivative transactions and securities) or (ii) the tenth business day (or such later date as the Board of Directors may determine prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the then outstanding Common Shares (the earlier of such dates being the "Distribution Date").

The Rights Agreement provides that, until the Distribution Date (or earlier expiration, redemption or exchange of the Rights), (i) the Rights will be transferred with and only with the Common Shares, (ii) new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference, and the initial transaction statement or subsequent periodic statements with respect to uncertificated Common Shares, if any, that are registered after the Record Date upon transfer or new issuance of such Common Shares will also contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Shares, or the registration of transfer of ownership in the Company's share register with respect to uncertificated Common Shares, outstanding as of the Record Date will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate or registration.

The Rights are not exercisable until the Distribution Date. The Rights will expire on September 6, 2021 (the "Expiration Date"), unless the Expiration Date is amended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below.

If a person or group becomes an Acquiring Person (with certain limited exceptions), each holder of a Right will thereafter have the right to receive, upon exercise, Common Shares (or, in certain circumstances, Preferred Shares or other similar securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the existence of an Acquiring Person, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person will be null and void.

In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current exercise price of the Right, that number of shares of common stock of the acquiring company, which at the time of such transaction will have a market value of two times the exercise price of the Right.

At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one one-thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

At any time prior to the Distribution Date, the Board of Directors of the Company may redeem the Rights, in whole but not in part, at a price of $0.01 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors, in its sole discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, except that from and after the Distribution Date no such amendment may adversely affect the interests of the holders of the Rights (other than the Acquiring Person).

The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are subject to adjustment under certain circumstances.

Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation any dividend, liquidation or voting rights.

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Other Financial Income, Net (Components Of Other Financial Income) (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Other Financial Income, Net [Abstract]
Foreign exchange impact related to foreign currency financing	$ (174,136)	$ 81,773	$ (123,404)	$ 792
Other gains	3,327	0	2,389	4,195
Total other financial income / (expense), net	$ (170,809)	$ 81,773	$ (121,015)	$ 4,987

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Comprehensive Income/(Loss)

9 Months Ended

Sep. 30, 2011

Comprehensive Income/(Loss) [Abstract]

Comprehensive Income/(Loss)

9. COMPREHENSIVE INCOME/(LOSS)

Comprehensive income/(loss) is defined as all changes in equity during a period except those resulting from investments by owners and distributions to owners. Comprehensive income/(loss) includes net income adjusted by, among other items, foreign currency translation adjustments and our proportionate share of the comprehensive income/(loss) of our equity method affiliates. The foreign translation losses/gains on the re-measurements from foreign currencies to U.S. dollars are classified separately as foreign currency translation adjustment within accumulated other comprehensive income included in stockholders' equity.

As of September 30, 2011, our functional currencies (Polish zloty, Russian ruble and Hungarian forint) used to translate the balance sheet were weaker against the U.S. dollar as compared to the exchange rate as of December 31, 2010, and as a result $53.4 million of foreign currency translation adjustment was recognized as part of total comprehensive income related to continuing operations.

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Equity Method Investments In Affiliates (Tables)

9 Months Ended

Sep. 30, 2011

Equity Method Investments In Affiliates [Abstract]

Investments In Unconsolidated Affiliates

		Carrying Value
	Type of affiliate	September 30, 2011		December 31, 2010
Whitehall Group	Equity-Accounted Affiliate	$	0	$	243,128
	Total Carrying value	$	0	$	243,128

Summarized Financial Information Of Investments On Balance Sheet

	Total		Total
	September 30, 2011		December 31, 2010
Current assets	$	0	$	142,256
Noncurrent assets		0		101,329
Current liabilities		0		101,966
Noncurrent liabilities	$	0	$	0

Summarized Financial Information Of Investments On Operations Statement

	Total		Total		Total			Total
	Three months ended September 30, 2011		Three months ended September 30, 2010		Nine months ended September 30, 2011			Nine months ended September 30, 2010
Net sales	$	0	$	37,805	$	6,494		$	94,350
Gross margin		0		14,457		1,995			34,254
Operating profit/(loss)		0		4,611		(9,975	)		2,850
Income/(loss) from continuing operations		0		2,148		(11,018	)		2,703
Net income/(loss) attributable to the registrant		0		2,148		(11,018	)		2,703
Net income/(loss) attributable to CEDC	$	0	$	1,719	$	(8,814	)	$	2,163

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Goodwill

9 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

Goodwill

7. GOODWILL

Goodwill results from the Company's acquisitions of Bols, Polmos Bialystok, Parliament, Russian Alcohol, Whitehall and Bols Hungary.

Goodwill, as at December 31, 2010	$	1,450,273
Impairment charges during the period		(546,930	)
Acquisitions during the period		269,555
Foreign exchange impact		(108,169	)
Goodwill, as at September 30, 2011	$	1,064,729

Goodwill is tested by the Company annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances that indicate goodwill is more likely than not impaired, which could result from significant adverse changes in the business climate and declines in the value of our business. Such indicators may include a sustained, decline in our stock price; a decline in our expected future cash flows; adverse change in the economic or business environment; the testing for recoverability of a significant asset group, among others. The occurrence of these indicators could have a significant impact on the recoverability of goodwill and could have a material impact on our consolidated financial statements.

Subsequently to the Company's earnings release for the year ended December 31, 2010, the market value of the shares in CEDC dropped significantly. The Company considered the significant decrease in market value to be a triggering event of potential goodwill impairment. The Company performed impairment testing at March 31, 2011 and the fair value of reporting units was above the carrying amount and no impairment charge was recognized. During the third quarter of 2011, the Company was closely monitoring events or changes in circumstances that might impact the assumptions used in the four year business model and identified certain impairment indicators that would trigger the need for an impairment test, including sustained difference in enterprise market capitalization and book value and performance of reporting units below expectations, changing of sales channel and product mix, declining vodka markets in Poland and Russia and market disruptions from relicensing in Russia. Based on these events, the Company determined that it was more likely than not that the fair value of our reporting units was less than its carrying amount and accordingly, the Company performed a goodwill impairment test as of September 30, 2011.

As of September 30, 2011, in order to support the value of goodwill, the Company calculated the fair value of the reporting units using a discounted cash flow approach based on the following assumptions:

• Risk free rates for Poland and Russia used for calculation of discount rate were based upon current market rates of long term Polish Government Bonds rates and long-term Russian Government Bonds rates. When estimating discount rates to be used for the calculation we have taken into account current market conditions in Poland and Russia separately. As a result of our assumptions and calculations, the following discount rates of 9.09% and 11.03% for Poland and Russia, respectively have been determined,

• The Company has identified impairment indicators for the following reporting units and tested their fair value: Poland Core Business Unit and Russia Core Business Unit. In respect of the Poland Fine Wines Unit, Russia Import Unit and Hungary Unit there were no impairment indicators identified.

• The Company estimated the growth rates in projecting cash flows for each of our reporting group separately, based on a detailed four year plan related to each reporting unit,

• The Company estimated the terminal value growth rates for goodwill from 2.5% for Polish unit and 3.0% for Russian reporting unit.

Based on goodwill impairment test as of September 30, 2011, it was determined that the carrying value of our Core Business unit in Russia and Poland exceeded its fair value. The primary reasons for this was the continuous decline in spirits market in Poland and Russia, the cannibalization of premium brands by mainstream brands resulting in lower margins in Poland, as well as, relicensing process in Russia for wholesalers in the second and third quarter of current year that resulted in decrease in number of active wholesalers in the market. As a result, the Company completed step two of the impairment test, and compared the implied fair value of the reporting unit's goodwill to the carrying amount of the reporting unit's goodwill. As the carrying amount of the reporting unit's goodwill for Core Business unit in Russia and Poland was greater than the implied fair value of a the underlying reporting units' goodwill values, an impairment loss was recognized for the excess amounting to $546.9 million.

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Goodwill (Changes In Goodwill) (Details) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011
Goodwill [Abstract]
Goodwill, as at December 31, 2010	$ 1,450,273
Impairment charges during the period	(546,930)
Acquisitions during the period	269,555
Foreign exchange impact	(108,169)
Goodwill, as at September 30, 2011	$ 1,064,729

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Condensed Consolidated Statements Of Cash Flow (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities of continuing operations
Net loss	$ (835,715)	$ (1,464)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss from discontinued operations	0	11,778
Depreciation and amortization	15,328	12,717
Deferred income taxes	(3,683)	(12,103)
Unrealized foreign exchange (gains) / losses	118,574	(2,090)
Cost of debt extinguishment	0	14,114
Stock options fair value expense	1,998	2,433
Dividends received	0	17,983
Equity (income)/loss in affiliates	8,814	(2,163)
Gain on fair value remeasurement of previously held equity interest	(6,397)	0
Impairment charge	674,515	0
Impairments related to assets held for sale	7,355	0
Other non-cash items	5,899	11,532
Changes in operating assets and liabilities:
Accounts receivable	219,475	155,430
Inventories	10,860	(3,179)
Prepayments and other current assets	(6,199)	(4,253)
Trade accounts payable	(65,246)	(44,636)
Other accrued liabilities and payables (including taxes)	(99,422)	(81,407)
Net cash provided by operating activities from continuing operations	46,156	74,692
Cash flows from investing activities of continuing operations
Purchase of fixed assets	(5,391)	(3,226)
Purchase of intangibles (licenses)	(693)	0
Changes in restricted cash	0	481,419
Purchase of trademarks	(17,473)	(6,000)
Disposal of subsidiaries	0	124,160
Acquisitions of subsidiaries, net of cash acquired	(24,124)	(135,964)
Net cash provided by / (used in) investing activities from continuing operations	(47,681)	460,389
Cash flows from financing activities of continuing operations
Borrowings on bank loans and overdraft facility	36,027	18,568
Payment of bank loans, overdraft facility and other borrowings	(37,892)	(76,265)
Payment of Senior Secured Notes	0	(367,954)
Repayment of obligation to former shareholders	0	7,500
Decrease in short term capital leases payable	(34)	0
Increase in short term capital leases payable	0	324
Options exercised	72	2,336
Net cash used in financing activities from continuing operations	(1,827)	(415,491)
Cash flows from discontinued operations
Net cash used in operating activities of discontinued operations	0	2,806
Net cash provided by investing activities of discontinued operations	0	(330)
Net cash provided by financing activities of discontinued operations	0	100
Net cash used in discontinued operations	0	2,576
Adjustment to reconcile the change in cash balances of discontinued operations	0	(2,576)
Currency effect on brought forward cash balances	(7,781)	(13,172)
Net increase / (decrease) in cash	(11,133)	106,418
Cash and cash equivalents at beginning of period	122,324	126,439
Cash and cash equivalents at end of period	111,191	232,857
Supplemental Schedule of Non-cash Investing Activities
Common stock issued in connection with investment in subsidiaries	23,175	41,344
Supplemental disclosures of cash flow information
Interest paid	50,574	82,406
Income tax paid	$ 5,770	$ 25,441

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Acquisitions

9 Months Ended

Sep. 30, 2011

Acquisitions [Abstract]

Acquisitions

3. ACQUISITIONS

Russian Alcohol Acquisition

On February 4, 2011, pursuant to the agreement dated November 9, 2009, with Kylemore International Invest Corporation ("Kylemore"), an indirect minority stockholder of the Russian Alcohol Group ("Russian Alcohol"), the Company paid $5 million as a final settlement related to Russian Alcohol acquisition.

Whitehall Group Acquisition

On February 7, 2011, the Company entered into a definitive Share Sale and Purchase Agreement and registration rights agreement, in accordance with the terms that were agreed by the parties on November 29, 2010, and disclosed in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 3, 2010. Pursuant to these agreements, among other things and upon the terms and subject to the conditions contained therein, we received 20% of the economic and 51% of the voting interest in the Whitehall Group ("Whitehall") previously not owned by us (currently the Company has full voting and economic ownership), as well as the global intellectual property rights for the Kauffman Vodka brand. In exchange we paid total consideration of $93.2 million including $17.5 million for the intellectual property rights for the Kauffman Vodka brand.

The Company recorded contingent consideration representing the fair value of a right given to Mark Kauffman as a share price indemnity until the registration date. The fair value of this contingent consideration was recorded at $1.7 million as of the acquisition date on provisional basis. This consideration was settled in March 2011 through a payment by the Company of $0.7 million in cash and the issuance of 938,501 additional shares to Mark Kauffman.

As a result of this transaction, the Company acquired full voting and economic control over Whitehall Group and changed the accounting treatment for its interest in Whitehall from the equity method of accounting to consolidation beginning on February 7, 2011.

Whitehall is one of the leading importers and distributors of premium wines and spirits in Russia. We believe that this acquisition will give the Company a significant base for further expansion and gaining expected synergies of the combined operations of the Company and Whitehall in the import market in Russia. The goodwill arising out of Whitehall acquisition is attributable to the ability that Whitehall provides us to develop into the leading importer of spirits in the Russian market.

At March 31, 2011, the Company accounted for the acquisition of Whitehall on a provisional basis. During the second quarter of 2011, the Company obtained a third party valuation of contingent consideration and recorded additional $0.2 million into goodwill. Details of the fair value of consideration transferred are presented in the following table:

Cash	$	69,109
Common stock		22,101
Contingent consideration		1,976
Total Fair value of consideration transferred		93,186
Less: value of intellectual property rights to Kauffman Vodka brand		(17,473	)
Total consideration paid for the remaining shares in Whitehall	$	75,713

The fair value of the net assets acquired in connection with Whitehall acquisition as of the acquisition date is:

	Whitehall
ASSETS
Cash and cash equivalents		16,190
Accounts receivable		51,263
Inventories		30,700
Taxes		577
Prepaid expenses and other current assets		12,916
Property, plant and equipment		869
Intangibles assets		8,723
Equity method investments in affiliates		17,871
Total Assets	$	139,109
LIABILITIES
Trade accounts payable		38,887
Bank loans and overdraft facilities		27,835
Taxes		4,325
Deferred income taxes		13
Other accrued liabilities		11,735
Total Liabilities	$	82,795
Net identifiable assets and liabilities	$	56,314

The amount of goodwill recognized at the acquisition date was calculated as follows:

Fair value of previously held interest	$	250,156
Consideration paid for the remaining shares in Whitehall		75,713
Less: Net identifiable assets and liabilities		(56,314	)
Goodwill on acquisition	$	269,555

The Company recognized a one-time gain on remeasurement of previously held equity interest in the amount of $7.9 million based on a discounted cash flow model with the following assumptions: (i) discount rate of 11.13%, (ii) terminal value growth rate of 3.5%, (iii) control premium of 10%. We estimated the growth rates in projecting cash flows based on a detailed five year plan.

The following table sets forth the unaudited pro forma results of operations of the Company for the three and nine month periods ended September 30, 2011 and 2010. The unaudited pro forma results of operations give effect to the Company's acquisitions as if they occurred on January 1, 2011 and 2010. The unaudited pro forma results of operations are presented after giving effect to certain adjustments for depreciation, amortization of deferred financing costs, interest expense on the acquisition financing, and related income tax effects. The unaudited pro forma results of operations are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. The unaudited pro forma results of operations do not purport to present what the Company's results of operations would actually have been if the aforementioned transactions had in fact occurred on such date or at the beginning of the period indicated, nor do they project the Company's financial position or results of operations at any future date or for any future period.

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Net sales	$	228,850		$	195,565	$	604,013		$	577,513
Net income/(loss)	($	839,850	)	$	100,325	($	835,998	)	($	924	)
Net income /(loss) per share data:
Basic earnings per share of common stock	($	11.59	)	$	1.39	($	11.60	)	($	0.01	)
Diluted earnings per share of common stock	($	11.59	)	$	1.38	($	11.60	)	($	0.01	)

Kauffman Vodka is one of the leading super-premium vodkas in Russia with a strong presence in top-end restaurants, hotels and among key customers. The brand is also exported to high-end customers in over 25 countries The purchase price of intellectual property rights for the Kauffman Vodka brand was treated as a separate element of this transaction and its fair value was allocated based on discounted cash flow model with the following assumptions: (i) discount rate of 11.13%, (ii) terminal value growth rate of 3.0%. We estimated the growth rates in projecting cash flows based on a detailed five year plan. This was treated as a purchase of an intangible asset with an indefinite useful life. The Company considers the Kauffman Vodka brand to have a longstanding market-leader or high brand recognition within the top premium high price market segment in Russia. The Company has a long-term strategy associated to this brand and believes that Kauffmann Vodka has a significant value to the Company's continuing operations in the top premium segment, and as such is an important factor in attracting and retaining customers. Based on the Company's development strategy with respect to the usage of Kauffman Vodka brand it was concluded that the Company would not plan to discontinue this brand in the foreseeable future. Given the above, we have determined that the Kauffmann Vodka brand will generate cash flows for an indefinite period of time; therefore, we have concluded that the useful life of this brand is indefinite.

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Stock Option Plans And Warrants (Tables)

9 Months Ended

Sep. 30, 2011

Stock Option Plans And Warrants [Abstract]

Stock Option And Restricted Stock Units Activity

Total Options	Number of Options			Weighted- Average Exercise Price
Outstanding at January 1, 2011		1,300,400		$	29.06
Granted		82,000		$	23.06
Exercised		(13,063	)	$	5.02
Forfeited		(16,833	)	$	27.75
Outstanding at March 31, 2011		1,352,504		$	28.65
Exercisable at March 31, 2011		1,080,512		$	29.43
Outstanding at April 1, 2011		1,352,504		$	28.65
Granted		79,250		$	11.02
Exercised		(5,062	)	$	1.13
Forfeited		(21,825	)	$	27.37
Outstanding at June 30, 2011		1,404,867		$	27.77
Exercisable at June 30, 2011		1,111,625		$	29.12
Outstanding at July 1, 2011		1,404,867		$	27.77
Granted		0		$	0
Exercised		0		$	0
Forfeited		0		$	0
Outstanding at September 30, 2011		1,404,867		$	27.77
Exercisable at September 30, 2011		1,111,625		$	29.12

Nonvested restricted stock units	Number of Restricted Stock Units			Weighted- Average Grant Date Fair Value
Nonvested at January 1, 2011		79,150		$	35.82
Granted		378		$	25.55
Vested		(20,223	)	$	30.42
Forfeited		(4,329	)	$	16.04
Nonvested at March 31, 2011		54,976		$	37.96
Nonvested at April 1, 2011		54,976		$	37.96
Granted		28,685		$	11.53
Vested		(3,679	)	$	60.59
Forfeited		(364	)	$	32.06
Nonvested at June 30, 2011		79,618		$	27.42
Nonvested at July 1, 2011		79,618		$	27.42
Granted		67,940		$	10.63
Vested		(6,987	)	$	69.35
Forfeited		0		$	0
Nonvested at September 30, 2011		140,571		$	17.22

Nonvested restricted stock	Number of Restricted Stock			Weighted- Average  Grant Date Fair Value
Nonvested at January 1, 2011		46,001		$	29.84
Granted		40,035		$	22.86
Vested		(1,000	)	$	35.01
Forfeited		(7,501	)	$	29.73
Nonvested at March 31, 2011		77,535		$	26.18
Nonvested at April 1, 2011		77,535		$	26.18
Granted		7,583		$	11.25
Vested		0		$	0.00
Forfeited		0		$	0.00
Nonvested at June 30, 2011		85,118		$	24.85
Nonvested at July 1, 2011		85,118		$	24.85
Granted		0		$	0
Vested		0		$	0
Forfeited		0		$	0
Nonvested at September 30, 2011		85,118		$	24.85

Schedule Of Weighted-Average Assumptions

	Nine months ended September 30,
	2011			2010
Fair Value	$	7.60		$	12.57
Dividend Yield		0	%		0	%
Expected Volatility		66.1	%		68.2	%
Weighted Average Volatility		66.1	%		68.2	%
Risk Free Interest Rate		0.3	%		0.3% -0.5	%
Expected Life of Options from Grant		3.2			3.2

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Goodwill (Tables)

9 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

Changes In Goodwill

Goodwill, as at December 31, 2010	$	1,450,273
Impairment charges during the period		(546,930	)
Acquisitions during the period		269,555
Foreign exchange impact		(108,169	)
Goodwill, as at September 30, 2011	$	1,064,729

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Earnings Per Share (Computation Of Basic And Diluted Earnings Per Share) (Details) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Earnings Per Share [Abstract]
Net income / (loss) from continuing operations, net of noncontrolling interests in subsidiaries	$ (839,850)	$ 68,879	$ (835,715)	$ 10,314
Income / (loss) on discontinued operations	0	31,017	0	(11,778)
Net income / (loss)	$ (839,850)	$ 99,896	$ (835,715)	$ (1,464)	$ (104,667)
Weighted average shares of common stock outstanding (used to calculate basic EPS)	72,490	70,432	72,063	69,925
Net effect of dilutive employee stock options based on the treasury stock method	26	183	55	270
Weighted average shares of common stock outstanding (used to calculate diluted EPS)	72,516	70,615	72,118	70,195
Net income / (loss) per common share - basic:
Continuing operations	$ (11.59)	$ 0.98	$ (11.60)	$ 0.15
Discontinued operations	$ 0.00	$ 0.44	$ 0.00	$ (0.17)
Net income / (loss) per common share - basic	$ (11.59)	$ 1.42	$ (11.60)	$ (0.02)
Net income / (loss) per common share - diluted:
Continuing operations	$ (11.59)	$ 0.98	$ (11.60)	$ 0.15
Discontinued operations	$ 0.00	$ 0.43	$ 0.00	$ (0.17)
Net income / (loss) per common share - diluted	$ (11.59)	$ 1.41	$ (11.60)	$ (0.02)

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Borrowings (Convertible Senior Notes Due 2013) (Narrative) (Details) (Convertible Senior Notes Due 2013 [Member], USD $)	9 Months Ended
	Sep. 30, 2011
Convertible Senior Notes Due 2013 [Member]
Borrowings [Line Items]
Face value of debt issued	$ 310,000,000
Interest rate percentage on issued debt	3.00%
Year of maturity of debt	2013
Number of shares converted	14.7113
Principal amount of initial conversion rate	1,000
Accrued interest	$ 400,000

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Goodwill (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Goodwill [Line Items]
Goodwill	$ 1,064,729	$ 1,450,273
Impairment charges related to goodwill	(546,930)
Maximum [Member] | Russia [Member]
Goodwill [Line Items]
Estimated terminal value growth rate	3.00%
Minimum [Member] | Poland [Member]
Goodwill [Line Items]
Estimated terminal value growth rate	2.50%
Poland [Member]
Goodwill [Line Items]
Estimated discount rate	9.09%
Russia [Member]
Goodwill [Line Items]
Estimated discount rate	11.03%
Poland And Russia [Member]
Goodwill [Line Items]
Impairment charges related to goodwill	$ 546,900

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Borrowings (Principal Repayments) (Details) (USD $) In Thousands	Sep. 30, 2011
Borrowings [Abstract]
2011	$ 16,264
2012	56,687
2013	303,372
2014	0
2015 and beyond	958,715
Total	$ 1,335,038

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Assets And Liabilities Of Business Held For Sale

9 Months Ended

Sep. 30, 2011

Assets And Liabilities Of Business Held For Sale [Abstract]

Assets And Liabilities Of Business Held For Sale

4. ASSETS AND LIABILITIES OF BUSINESS HELD FOR SALE

On July 28, 2011 the Company committed to sell First Tula Distillery ("Tula"), a production plant in Russia. As part of the ongoing restructuring process in Russia, in order to optimize the efficiency of the Russian segment of the Company's operations, the Company decided to shut down Tula's operations. Starting in August 2011, all production activity has been suspended and all of the employees were terminated. The Company recognized a RUR 221.6 million (approximately $7.4 million) loss, related to the classifications of the assets at the lower of carrying amount or estimated fair value less costs to sell. The Company is currently looking for a buyer of Tula's assets and would expect to close this transaction within one-year timeframe.

In the consolidated balance sheet we present in a separate line fixed assets of Tula as of September 30, 2011 and December 31, 2010 of $0.7 million and $8.6 million respectively, as assets held for sale.

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Stock Option Plans And Warrants (Stock Option And Restricted Stock Units Activity) (Details) (USD $)	3 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options Outstanding, Beginning of period	1,404,867	1,352,504	1,300,400
Number of Options Granted	0	79,250	82,000
Number of Options Exercised	0	(5,062)	(13,063)
Number of Options Forfeited	0	(21,825)	(16,833)
Number of Options Outstanding, End of period	1,404,867	1,404,867	1,352,504
Number of Options Exercisable	1,111,625	1,111,625	1,080,512
Weighted-Average Exercise Price Outstanding, Beginning of period	$ 27.77	$ 28.65	$ 29.06
Weighted-Average Exercise Price Granted	$ 0.00	$ 11.02	$ 23.06
Weighted-Average Exercise Price Exercised	$ 0.00	$ 1.13	$ 5.02
Weighted-Average Exercise Price Forfeited	$ 0.00	$ 27.37	$ 27.75
Weighted-Average Exercise Price Outstanding, End of period	$ 27.77	$ 27.77	$ 28.65
Weighted-Average Exercise Price Exercisable	$ 29.12	$ 29.12	$ 29.43
Nonvested Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Restricted Stock Nonvested, Beginning of period	79,618	54,976	79,150
Number of Restricted Stock Granted	67,940	28,685	378
Number of Restricted Stock Vested	(6,987)	(3,679)	(20,223)
Number of Restricted Stock Forfeited	0	(364)	(4,329)
Number of Restricted Stock Nonvested, End of period	140,571	79,618	54,976
Weighted-Average Grant Date Fair Value Nonvested, Beginning of period	$ 27.42	$ 37.96	$ 35.82
Weighted-Average Grant Date Fair Value Granted	$ 10.63	$ 11.53	$ 25.55
Weighted-Average Grant Date Fair Value Vested	$ 69.35	$ 60.59	$ 30.42
Weighted-Average Grant Date Fair Value Forfeited	$ 0.00	$ 32.06	$ 16.04
Weighted-Average Grant Date Fair Value Nonvested, End of period	$ 17.22	$ 27.42	$ 37.96
Nonvested Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Restricted Stock Nonvested, Beginning of period	85,118	77,535	46,001
Number of Restricted Stock Granted	0	7,583	40,035
Number of Restricted Stock Vested	0	0	(1,000)
Number of Restricted Stock Forfeited	0	0	(7,501)
Number of Restricted Stock Nonvested, End of period	85,118	85,118	77,535
Weighted-Average Grant Date Fair Value Nonvested, Beginning of period	$ 24.85	$ 26.18	$ 29.84
Weighted-Average Grant Date Fair Value Granted	$ 0.00	$ 11.25	$ 22.86
Weighted-Average Grant Date Fair Value Vested	$ 0.00	$ 0.00	$ 35.01
Weighted-Average Grant Date Fair Value Forfeited	$ 0.00	$ 0.00	$ 29.73
Weighted-Average Grant Date Fair Value Nonvested, End of period	$ 24.85	$ 24.85	$ 26.18

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Acquisitions (Narrative) (Details) (USD $)	3 Months Ended		9 Months Ended				3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Mar. 31, 2011	Feb. 04, 2011 Russian Alcohol Group [Member]	Mar. 31, 2011 Whitehall Group [Member]	Sep. 30, 2011 Kauffman Vodka Brand [Member]	Sep. 30, 2011 Previously Held Equity Interest [Member]
Business Acquisition [Line Items]
Cash paid to settle acquisition						$ 5,000,000	$ 69,109,000
Economic interest acquired							20.00%
Voting interest acquired							51.00%
Total consideration transferred							93,186,000
Intellectual property rights to Kauffman Vodka brand acquired							17,473,000
Contingent consideration					1,700,000		1,976,000
Cash settlement of contingent consideration							700,000
Increase to goodwill							200,000
Additional shares issued for settlement of contingent consideration							938,501
Gain on remeasurement of previously held equity interests	$ 0	$ 0	$ 7,898,000	$ 0
Discounted cash flow model, discount rate								11.13%	11.13%
Discounted cash flow model, terminal value growth rate								3.00%	3.50%
Discounted cash flow model, control premium									10.00%
Brand exported to number of countries, minimum								25

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Recently Issued Accounting Pronouncements

9 Months Ended

Sep. 30, 2011

Recently Issued Accounting Pronouncements [Abstract]

Recently Issued Accounting Pronouncements

22. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements adopted during the three months ended September 30, 2011 that had a material impact on the unaudited condensed consolidated financial statements.

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Stockholder's Equity (Details) (USD $)	9 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Class of Stock [Line Items]
Number of rights per common share	1
Preferred stock, par value	$ 0.01	$ 0.01
Rights expiration date	Sep. 06, 2021
Minimum percentage of assets or earning power sold	50.00%
Minimum percentage of equity ownership	10.00%
Maximum percentage of equity ownership	50.00%
Redemption price per right	$ 0.01
Series A Junior Participating Preferred Stock [Member]
Class of Stock [Line Items]
Number of share per right	0.001
Preferred stock, par value	$ 0.01
Purchase price per right entitled share	$ 45.00
Rights, exchange ratio	0.001
Common Stock [Member]
Class of Stock [Line Items]
Rights, exchange ratio	1

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Commitments And Contingent Liabilities (Details) In Millions	9 Months Ended
	Sep. 30, 2011 USD ($)	Sep. 30, 2011 RUB
Commitments And Contingent Liabilities [Abstract]
Guarantee limit	$ 362.2	11,600.0
Term of guarantee limit, years	5

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Borrowings (Senior Secured Notes Due 2016) (Narrative) (Details)	0 Months Ended
	Dec. 09, 2010 Additional Debt [Member] 8.875% Senior Secured Notes Due 2016 [Member] EUR (€)	Dec. 02, 2009 9.125% Senior Secured Notes Due 2016 [Member] USD ($)	Dec. 02, 2009 8.875% Senior Secured Notes Due 2016 [Member] EUR (€)	Jan. 04, 2010 Senior Secured Notes Due 2016 [Member] EUR (€)	Sep. 30, 2011 Senior Secured Notes Due 2016 [Member] USD ($)	Dec. 31, 2010 Senior Secured Notes Due 2016 [Member] USD ($)
Borrowings [Line Items]
Face value of debt issued	€ 50,000,000	$ 380,000,000	€ 380,000,000
Interest rate percentage on issued debt	8.875%	9.125%	8.875%
Year of maturity of debt	2016	2016	2016
Redemption of senior secured notes				245,400,000
Accrued interest					$ 28,800,000	$ 7,100,000

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Computation Of Basic And Diluted Earnings Per Share

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Basic:
Net income / (loss) from continuing operations, net of noncontrolling interests in subsidiaries	($	839,850	)	$	68,879	($	835,715	)	$	10,314
Income / (loss) on discontinued operations		0			31,017		0			(11,778	)
Net income / (loss)	($	839,850	)	$	99,896	($	835,715	)	($	1,464	)
Weighted average shares of common stock outstanding (used to calculate basic EPS)		72,490			70,432		72,063			69,925
Net effect of dilutive employee stock options based on the treasury stock method		26			183		55			270
Weighted average shares of common stock outstanding (used to calculate diluted EPS)		72,516			70,615		72,118			70,195
Net income / (loss) per common share - basic:
Continuing operations	($	11.59	)	$	0.98	($	11.60	)	$	0.15
Discontinued operations	$	0.00		$	0.44	$	0.00		($	0.17	)
	($	11.59	)	$	1.42	($	11.60	)	($	0.02	)
Net income / (loss) per common share - diluted:
Continuing operations	($	11.59	)	$	0.98	($	11.60	)	$	0.15
Discontinued operations	$	0.00		$	0.43	$	0.00		($	0.17	)
	($	11.59	)	$	1.41	($	11.60	)	($	0.02	)

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Organization And Description Of Business (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010 l
Organization And Description Of Business [Abstract]
Number of nine-liter cases produced and distributed		32,700,000
Volume of a case of goods produced and distributed, in liters		9
Number of manufacturing facilities	6

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Intangible Assets Other Than Goodwill (Tables)

9 Months Ended

Sep. 30, 2011

Intangible Assets Other Than Goodwill [Abstract]

Components Of Intangible Assets

Non-amortizable intangible assets:
Trademarks as at December 31, 2010	$	627,221
Impairment charge		(127,585	)
Acquisitions during the period		17,473
Foreign exchange impact		(52,151	)
Trademarks as at September 30, 2011		464,958
Amortizable intangible assets:
Customer relationships as at December 31, 2010		121
Acquisitions during the period		8,200
Less amortization for the period		(925	)
Foreign exchange impact		(659	)
Customer relationships as at September 30, 2011		6,737
Total intangible assets	$	471,695

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Inventories

9 Months Ended

Sep. 30, 2011

Inventories [Abstract]

Inventories

12. INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Elements of cost include materials, labor and overhead and are classified as follows:

	September 30,		December 31,
	2011		2010
Raw materials and supplies	$	23,260	$	26,847
In-process inventories		2,376		3,314
Finished goods and goods for resale		79,525		63,517
Total	$	105,161	$	93,678

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Equity Method Investments In Affiliates (Summarized Financial Information Of Investments On Operations Statement) (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Equity Method Investments In Affiliates [Abstract]
Net sales	$ 0	$ 37,805	$ 6,494	$ 94,350
Gross margin	0	14,457	1,995	34,254
Operating profit/(loss)	0	4,611	(9,975)	2,850
Income/(loss) from continuing operations	0	2,148	(11,018)	2,703
Net income/(loss) attributable to the registrant	0	2,148	(11,018)	2,703
Net income/(loss) attributable to CEDC	$ 0	$ 1,719	$ (8,814)	$ 2,163

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Other Non-Operating Expense (Components Of Other Non-Operating Expense) (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Other Non-Operating Expense [Abstract]
Early redemption call premium	$ 0	$ 0	$ 0	$ (14,115)
Write-off of unamortized offering costs	0	0	0	(4,076)
Dividend received	0	0	0	7,642
Write-off of assets held for sale	(7,355)	0	(7,355)	0
Other gains / (losses)	(4,278)	(914)	(7,915)	(1,717)
Total other non operating income / (expense), net	$ (11,633)	$ (914)	$ (15,270)	$ (12,266)

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Borrowings (Total Obligations Under The Convertible Senior Notes Due 2013) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Borrowings [Line Items]
Senior Notes	$ 1,262,087	$ 1,250,758
Convertible Senior Notes Due 2013 [Member] | Convertible Debt [Member]
Borrowings [Line Items]
Unamortized debt discount	(1,291)	(2,311)
Debt discount related to ASC 470-20	(5,337)	(8,567)
Senior Notes	310,000	310,000
Convertible Senior Notes Due 2013 [Member]
Borrowings [Line Items]
Senior Notes	$ 303,372	$ 299,122

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Sale Of Accounts Receivable

9 Months Ended

Sep. 30, 2011

Sale Of Accounts Receivable [Abstract]

Sale Of Accounts Receivable

5. SALE OF ACCOUNTS RECEIVABLE

On February 24, 2011, two subsidiaries of the Company, namely CEDC International Polska sp. z o.o. ("CEDC International") and Polmos Biaystok S.A. ("Polmos Bialystok"), entered into factoring arrangements ("Factoring Agreements") with ING Commercial Finance Polska ("ING Polska") for the sale up to 290.0 million Polish zlotys (approximately $89.0 million) of receivables. The Factoring Agreements are ongoing agreements, which provide for two types of factoring, recourse and non-recourse factoring.

As of September 30, 2011 the total balance of receivables under factoring amounted to 182.0 million Polish zlotys (approximately $55.8 million) of the 290 million Polish zlotys limit available.

For the three and nine months ended September 30, 2011, the Company sold receivables in the amount of $117.8 million and $297.2 million respectively and recognized a loss on the sale in the statement of operations in the amount of $0.9 million and $1.9 million in respect of the non-recourse factoring. The Company has no continuing involvement with the sold non-recourse receivables.

On October 14, 2010, Russian Alcohol entered into a factoring agreement ("Factoring Agreement") with Gazprombank OJSC ("GPB") for the sale up to 1,022 million Russian rubles (approximately $36.5 million) of receivables. The Factoring Agreement is an ongoing agreement, which provides for factoring with recourse. However due to changes in Russian legislation, the Company discontinued its factoring in Russia in September 2011.

For the three and nine months ended September 30, 2011, the Company sold receivables in the amount of 458.3 million Russian rubles and 706.7 million Russian rubles (approximately $14.3 million and $23.2 million), respectively, and recognized a loss on the sale in the statement of operations for the three and nine months ended September 30, 2011 in the amount of 3.0 million Russian rubles and 3.9 million Russian rubles (approximately $0.09 and $0.12 million), respectively.

As of September 30, 2011, the liabilities from factoring with recourse amounted to $4.3 million and are included in the short term bank loans in the balance sheet. Corresponding receivables from factoring with recourse are presented under accounts receivable in the balance sheet.

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Operating Segments

9 Months Ended

Sep. 30, 2011

Operating Segments [Abstract]

Operating Segments

15. OPERATING SEGMENTS

The Company operates and manages its business based upon three primary geographic segments: Poland, Russia and Hungary. Selected financial data split based upon this segmentation assuming elimination of intercompany revenues and profits is shown below: Segment information represents only continuing operations.

	Segment Net Sales				Segment Net Sales
	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Segment
Poland	$	59,007	$	52,382	$	163,651	$	153,213
Russia		162,062		98,744		413,375		311,667
Hungary		7,781		6,634		20,492		18,283
Total Net Sales	$	228,850	$	157,760	$	597,518	$	483,163

	Operating Income / (Loss)						Operating Income / (Loss)
	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Segment
Poland before fair value adjustments	$	8,985		$	14,276		$	20,366		$	40,197
Gain on remeasurement of previously held equity interests		0			0			7,898			0
Impairment charge		(213,687	)		0			(213,687	)		0
Poland after fair value adjustments		(204,702	)		14,276			(185,423	)		40,197
Russia before fair value adjustments		21,152			15,843			29,743			58,816
Impairment charge		(460,828	)		0			(460,828	)		0
Russia after fair value adjustments		(439,676	)		15,843			(431,085	)		58,816
Hungary		1,446			1,001			3,387			2,800
Corporate Overhead
General corporate overhead		(1,570	)		(1,286	)		(3,862	)		(3,827	)
Option Expense		(662	)		(761	)		(1,999	)		(2,433	)
Total Operating Profit / (Loss)	($	645,164	)	$	29,073		($	618,982	)	$	95,553

	Identifiable Operating Assets
	September 30,		December 31,
	2011		2010
Segment
Poland	$	688,427	$	1,168,206
Russia		1,654,979		2,189,694
Hungary		21,142		33,495
Corporate		43,013		4,787
Total Identifiable Assets	$	2,407,561	$	3,396,182

	Goodwill
	September 30,		December 31,
	2011		2010
Segment
Poland	$	264,247	$	387,448
Russia		794,078		1,055,772
Hungary		6,404		7,053
Total Goodwill	$	1,064,729	$	1,450,273

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Inventories (Components Of Inventories) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Inventories [Abstract]
Raw materials and supplies	$ 23,260	$ 26,847
In-process inventories	2,376	3,314
Finished goods and goods for resale	79,525	63,517
Total	$ 105,161	$ 93,678

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Borrowings (Total Obligations Under The Senior Secured Notes Due 2016) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Borrowings [Line Items]
Senior Notes	$ 1,262,087	$ 1,250,758
Secured Debt [Member] | Senior Secured Notes Due 2016 [Member]
Borrowings [Line Items]
Senior Notes	962,060	955,296
Unamortized debt discount	(3,345)	(3,660)
Senior Secured Notes Due 2016 [Member]
Borrowings [Line Items]
Senior Notes	$ 958,715	$ 951,636

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Other Non-Operating Expense (Tables)

9 Months Ended

Sep. 30, 2011

Other Non-Operating Expense [Abstract]

Components Of Other Non-Operating Expense

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Early redemption call premium	$	0		$	0		$	0		$	(14,115	)
Write-off of unamortized offering costs		0			0			0			(4,076	)
Dividend received		0			0			0			7,642
Write-off of assets held for sale		(7,355	)		0			(7,355	)		0
Other gains / (losses)		(4,278	)		(914	)		(7,915	)		(1,717	)
Total other non operating income / (expense), net	$	(11,633	)	$	(914	)	$	(15,270	)	$	(12,266	)

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Operating Segments (Segment Information On Identifiable Assets) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Total Identifiable Assets	$ 2,407,561	$ 3,396,182
Poland [Member]
Segment Reporting Information [Line Items]
Total Identifiable Assets	688,427	1,168,206
Russia [Member]
Segment Reporting Information [Line Items]
Total Identifiable Assets	1,654,979	2,189,694
Hungary [Member]
Segment Reporting Information [Line Items]
Total Identifiable Assets	21,142	33,495
Corporate [Member]
Segment Reporting Information [Line Items]
Total Identifiable Assets	$ 43,013	$ 4,787

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Acquisitions (Tables)

9 Months Ended

Sep. 30, 2011

Business Acquisition [Line Items]

Schedule Of Pro Forma Results Of Operations, Including Acquisition

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Net sales	$	228,850		$	195,565	$	604,013		$	577,513
Net income/(loss)	($	839,850	)	$	100,325	($	835,998	)	($	924	)
Net income /(loss) per share data:
Basic earnings per share of common stock	($	11.59	)	$	1.39	($	11.60	)	($	0.01	)
Diluted earnings per share of common stock	($	11.59	)	$	1.38	($	11.60	)	($	0.01	)

Whitehall Group [Member]

Business Acquisition [Line Items]

Fair Value Of Consideration Transferred

Cash	$	69,109
Common stock		22,101
Contingent consideration		1,976
Total Fair value of consideration transferred		93,186
Less: value of intellectual property rights to Kauffman Vodka brand		(17,473	)
Total consideration paid for the remaining shares in Whitehall	$	75,713

Provisional Fair Value Of The Net Assets Acquired

	Whitehall
ASSETS
Cash and cash equivalents		16,190
Accounts receivable		51,263
Inventories		30,700
Taxes		577
Prepaid expenses and other current assets		12,916
Property, plant and equipment		869
Intangibles assets		8,723
Equity method investments in affiliates		17,871
Total Assets	$	139,109
LIABILITIES
Trade accounts payable		38,887
Bank loans and overdraft facilities		27,835
Taxes		4,325
Deferred income taxes		13
Other accrued liabilities		11,735
Total Liabilities	$	82,795
Net identifiable assets and liabilities	$	56,314

Provisional Amount Of Goodwill Recognized

Fair value of previously held interest	$	250,156
Consideration paid for the remaining shares in Whitehall		75,713
Less: Net identifiable assets and liabilities		(56,314	)
Goodwill on acquisition	$	269,555

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Condensed Consolidated Statement Of Changes In Stockholders' Equity (USD $) In Thousands, except Share data	Common Stock [Member]	Preferred Stock [Member]	Treasury Stock [Member]	Additional Paid-In Capital [Member]	(Accumulated Deficit) / Retained Earnings [Member]	Accumulated Other Comprehensive Income Of Continuing Operations [Member]	Accumulated Other Comprehensive Income Of Discontinued Operations [Member]	Total
Balance at Dec. 31, 2009	$ 694	$ 0	$ (150)	$ 1,296,391	$ 264,917	$ 82,994	$ 40,316	$ 1,685,162
Balance, (in shares) at Dec. 31, 2009	69,412,000	0	246,000
Net loss	0	0	0	0	(104,667)	0	0	(104,667)
Foreign currency translation adjustment	0	0	0	0	0	(22,770)	(40,316)	(63,086)
Comprehensive loss	0	0	0	0	(104,667)	(22,770)	(40,316)	(167,753)
Common stock issued in connection with options (in shares)	263,000	0	0
Common stock issued in connection with options	3	0	0	5,915	0	0	0	5,918
Common stock issued in connection with acquisitions (in shares)	1,078,000	0	0
Common stock issued in connection with acquisitions	11	0	0	41,333	0	0	0	41,344
Balance at Dec. 31, 2010	708	0	(150)	1,343,639	160,250	60,224	0	1,564,671
Balance, (in shares) at Dec. 31, 2010	70,753,000	0	246,000
Net loss	0	0	0	0	(835,715)	0	0	(835,715)
Foreign currency translation adjustment	0	0	0	0	0	(53,428)	0	(53,428)
Comprehensive loss	0	0	0	0	(835,715)	(53,428)	0	(889,143)
Common stock issued in connection with options (in shares)	89,000	0	0
Common stock issued in connection with options	1	0	0	2,069	0	0	0	2,070
Common stock issued in connection with acquisitions (in shares)	1,897,000	0	0
Common stock issued in connection with acquisitions	19	0	0	23,156	0	0	0	23,175
Balance at Sep. 30, 2011	$ 728	$ 0	$ (150)	$ 1,368,864	$ (675,465)	$ 6,796	$ 0	$ 700,773
Balance, (in shares) at Sep. 30, 2011	72,739,000	0	246,000

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Interest Expense, Net

9 Months Ended

Sep. 30, 2011

Interest Expense, Net [Abstract]

Interest Expense, Net

16. INTEREST EXPENSE, NET

The following items are included in Interest expense, net:

	Three months ended September 30,						Nine months ended September 30
	2011			2010			2011			2010
Interest income	$	127		$	1,294		$	1,008		$	3,666
Interest expense		(29,160	)		(27,043	)		(85,254	)		(81,514	)
Total interest (expense), net	($	29,033	)	($	25,749	)	($	84,246	)	($	77,848	)

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Acquisitions (Provisional Fair Value Of The Net Assets Acquired) (Details) (Whitehall Group [Member], USD $) In Thousands	Mar. 31, 2011
Whitehall Group [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	$ 16,190
Accounts receivable	51,263
Inventories	30,700
Taxes	577
Prepaid expenses and other current assets	12,916
Property, plant and equipment	869
Intangibles assets	8,723
Equity method investments in affiliates	17,871
Total Assets	139,109
Trade accounts payable	38,887
Bank loans and overdraft facilities	27,835
Taxes	4,325
Deferred income taxes	13
Other accrued liabilities	11,735
Total Liabilities	82,795
Net identifiable assets and liabilities	$ 56,314

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Other Non-Operating Expense

9 Months Ended

Sep. 30, 2011

Other Non-Operating Expense [Abstract]

Other Non-Operating Expense

18. OTHER NON-OPERATING EXPENSE

The following items are included in Other Non-Operating Expense:

	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Early redemption call premium	$	0		$	0		$	0		$	(14,115	)
Write-off of unamortized offering costs		0			0			0			(4,076	)
Dividend received		0			0			0			7,642
Write-off of assets held for sale		(7,355	)		0			(7,355	)		0
Other gains / (losses)		(4,278	)		(914	)		(7,915	)		(1,717	)
Total other non operating income / (expense), net	$	(11,633	)	$	(914	)	$	(15,270	)	$	(12,266	)

Other non-operating items in the three and nine month period ended September 30, 2010 include early redemption call premium as well as write-off of unamortized offering costs both related to the 2012 Senior Secured Notes that were refinanced with the new 2016 Senior Secured Notes in January 2010.

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Interest Expense, Net (Components Of Interest Income / (Expense)) (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Interest Expense, Net [Abstract]
Interest income	$ 127	$ 1,294	$ 1,008	$ 3,666
Interest expense	(29,160)	(27,043)	(85,254)	(81,514)
Total interest (expense), net	$ (29,033)	$ (25,749)	$ (84,246)	$ (77,848)

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Operating Segments (Segment Information On Net Sales) (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Segment Reporting Information [Line Items]
Total Net Sales	$ 228,850	$ 157,760	$ 597,518	$ 483,163
Poland [Member]
Segment Reporting Information [Line Items]
Total Net Sales	59,007	52,382	163,651	153,213
Russia [Member]
Segment Reporting Information [Line Items]
Total Net Sales	162,062	98,744	413,375	311,667
Hungary [Member]
Segment Reporting Information [Line Items]
Total Net Sales	$ 7,781	$ 6,634	$ 20,492	$ 18,283

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Organization And Description Of Business

9 Months Ended

Sep. 30, 2011

Organization And Description Of Business [Abstract]

Organization And Description Of Business

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Central European Distribution Corporation ("CEDC"), a Delaware corporation incorporated on September 4, 1997, and its subsidiaries (collectively referred to as "we," "us," "our," or the "Company") operate primarily in the alcohol beverage industry. We are one of the largest producers of vodka in the world and are Central and Eastern Europe's largest integrated spirit beverages business, measured by total volume, with approximately 32.7 million nine-liter cases produced and distributed in 2010. Our business primarily involves the production and sale of our own spirit brands (principally vodka), and the importation on an exclusive basis of a wide variety of spirits, wines and beers. Our primary operations are conducted in Poland, Russia and Hungary. Additionally in 2010, we opened up a new operation in the Ukraine to import and sell our vodkas, primarily Green Mark. We have six operational manufacturing facilities located in Poland and Russia.

In Poland, we are one of the largest vodka producers with a brand portfolio that includes Absolwent, ubrówka, ubrówka Biaa, Bols, Palace and Soplica brands, each of which we produce at our Polish distilleries. We produce and sell vodkas primarily in three of four vodka sectors: premium, mainstream, and economy. In Poland, we also own and produce Royal, the top-selling vodka in Hungary.

We are also the largest vodka producer in Russia, the world's largest vodka market. Our Green Mark brand is the top-selling mainstream vodka in Russia and the second-largest vodka brand by volume in the world, and our Parliament and Zhuravli brands are two top-selling sub-premium vodkas in Russia.

As well as sales and distribution of its own branded spirits, the Company is a leading exclusive importer of wines and spirits in Poland, Russia and Hungary.

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Earnings Per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

10. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the periods indicated.

	Three months ended September 30,					Nine months ended September 30,
	2011			2010		2011			2010
Basic:
Net income / (loss) from continuing operations, net of noncontrolling interests in subsidiaries	($	839,850	)	$	68,879	($	835,715	)	$	10,314
Income / (loss) on discontinued operations		0			31,017		0			(11,778	)
Net income / (loss)	($	839,850	)	$	99,896	($	835,715	)	($	1,464	)
Weighted average shares of common stock outstanding (used to calculate basic EPS)		72,490			70,432		72,063			69,925
Net effect of dilutive employee stock options based on the treasury stock method		26			183		55			270
Weighted average shares of common stock outstanding (used to calculate diluted EPS)		72,516			70,615		72,118			70,195
Net income / (loss) per common share - basic:
Continuing operations	($	11.59	)	$	0.98	($	11.60	)	$	0.15
Discontinued operations	$	0.00		$	0.44	$	0.00		($	0.17	)
	($	11.59	)	$	1.42	($	11.60	)	($	0.02	)
Net income / (loss) per common share - diluted:
Continuing operations	($	11.59	)	$	0.98	($	11.60	)	$	0.15
Discontinued operations	$	0.00		$	0.43	$	0.00		($	0.17	)
	($	11.59	)	$	1.41	($	11.60	)	($	0.02	)

Employee stock options granted have been included in the above calculations of diluted earnings per share since the exercise price is less than the average market price of the common stock during the three and nine month periods ended September 30, 2011 and 2010. In addition there is no adjustment to fully diluted shares related to the Convertible Senior Notes as the average market price was below the conversion price for the periods.

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Equity Method Investments In Affiliates (Summarized Financial Information Of Investments On Balance Sheet) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Equity Method Investments In Affiliates [Abstract]
Current assets	$ 0	$ 142,256
Noncurrent assets	0	101,329
Current liabilities	0	101,966
Noncurrent liabilities	$ 0	$ 0

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Borrowings (Bank Facilities) (Narrative) (Details) In Millions, unless otherwise specified					0 Months Ended							3 Months Ended										9 Months Ended
	Dec. 20, 2010 Credit Facility [Member] USD ($)	Dec. 20, 2010 Credit Facility [Member] PLN	Dec. 17, 2010 Credit Facility [Member] Bank Handlowy And WBK [Member] USD ($)	Dec. 17, 2010 Credit Facility [Member] Bank Handlowy And WBK [Member] PLN	Feb. 28, 2011 Letter Agreement [Member] USD ($)	Feb. 28, 2011 Letter Agreement [Member] PLN	Sep. 30, 2011 Letter Agreement [Member]	Feb. 28, 2011 Letter Agreement [Member] Term Facility [Member]	Feb. 28, 2011 Letter Agreement [Member] Overdraft Facility [Member] USD ($)	Feb. 28, 2011 Letter Agreement [Member] Overdraft Facility [Member] PLN	Feb. 28, 2011 Letter Agreement [Member] Letter Of Credit [Member]	Apr. 22, 2011 Credit Facility Amended Terms [Member] Term Facility [Member] USD ($)	Apr. 22, 2011 Credit Facility Amended Terms [Member] Term Facility [Member] PLN	Sep. 30, 2011 Credit Facility Amended Terms [Member] Overdraft Facility [Member] PLN	Sep. 30, 2011 Credit Facility Amended Terms [Member] Overdraft Facility [Member] USD ($)	Apr. 22, 2011 Credit Facility Amended Terms [Member] Overdraft Facility [Member] PLN	Apr. 22, 2011 Credit Facility Amended Terms [Member] Overdraft Facility [Member] USD ($)	Sep. 30, 2011 Term Facility [Member] Zenit Bank, Alfa Bank And Raiffeisen Bank [Member] USD ($)	Sep. 30, 2011 Overdraft Facility [Member] USD ($)	Sep. 30, 2011 Overdraft Facility [Member] Poland [Member] USD ($)	Sep. 30, 2011 Hungary [Member] USD ($)	Sep. 30, 2011 Unicredit [Member] USD ($)	Sep. 30, 2011 Unicredit [Member] RUB
Borrowings [Line Items]
Maximum credit limit under line of credit facility			$ 111.5	330.0					$ 41.6	120.0				60.0	$ 18.4	120.0	$ 43.4
Outstanding liability from the term loans	43.9	130.0																33.9	16.1			18.7
Maximum amount of collateral on term loan																							720
Consolidated coverage ratio							1.28
Net leverage ratio							8.35
Waiver fee					1.15	3.30
Margin rate increased								4.25%	3.25%	3.25%	2.50%
Debt repaid												44.3	122.5
Reduction in margin charged to company																1.00%	1.00%
Maturity date of credit facility																						November 2012	November 2012
Amount available under open credit facility																				$ 16.6	$ 0.5

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Operating Segments (Segment Information On Operating Income) (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Segment Reporting Information [Line Items]
Gain on remeasurement of previously held equity interests	$ 0	$ 0	$ 7,898	$ 0
Impairment charge	(674,515)	0	(674,515)	0
Option Expense			(1,998)	(2,433)
Total Operating Profit / (Loss)	(645,164)	29,073	(618,982)	95,553
Poland [Member]
Segment Reporting Information [Line Items]
Operating Income / (Loss) before fair value adjustments	8,985	14,276	20,366	40,197
Gain on remeasurement of previously held equity interests	0	0	7,898	0
Impairment charge	(213,687)	0	(213,687)	0
Total Operating Profit / (Loss)	(204,702)	14,276	(185,423)	40,197
Russia [Member]
Segment Reporting Information [Line Items]
Operating Income / (Loss) before fair value adjustments	21,152	15,843	29,743	58,816
Impairment charge	(460,828)	0	(460,828)	0
Total Operating Profit / (Loss)	(439,676)	15,843	(431,085)	58,816
Hungary [Member]
Segment Reporting Information [Line Items]
Total Operating Profit / (Loss)	1,446	1,001	3,387	2,800
Corporate [Member]
Segment Reporting Information [Line Items]
General corporate overhead	(1,570)	(1,286)	(3,862)	(3,827)
Option Expense	$ (662)	$ (761)	$ (1,999)	$ (2,433)

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Borrowings (Tables)

9 Months Ended

Sep. 30, 2011

Borrowings [Line Items]

Principal Repayments

	September 30,
	2011
Principal repayments for the following years
2011	$	16,264
2012		56,687
2013		303,372
2014		0
2015 and beyond		958,715
Total	$	1,335,038

Convertible Senior Notes Due 2013 [Member]

Borrowings [Line Items]

Total Obligations Under Debt Arrangement

	September 30,			December 31,
	2011			2010
Convertible Senior Notes	$	310,000		$	310,000
Unamortized debt discount		(1,291	)		(2,311	)
Debt discount related to ASC 470-20		(5,337	)		(8,567	)
Total	$	303,372		$	299,122

Senior Secured Notes Due 2016 [Member]

Borrowings [Line Items]

Total Obligations Under Debt Arrangement

	September 30,			December 31,
	2011			2010
Senior Secured Notes due 2016	$	962,060			955,296
Unamortized debt discount		(3,345	)		(3,660	)
Total	$	958,715		$	951,636

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes

14. INCOME TAXES

The Company operates in several tax jurisdictions primarily: the United States of America, Poland, Hungary and Russia. All subsidiaries file their own corporate tax returns as well as account for their own deferred tax assets and liabilities. The Company does not file a U.S. Federal Tax Return based upon its consolidated income, but does file a U.S. Federal Tax Return based on the statement of operations for transactions occurring in the United States of America. For income taxes accounted for on an interim basis, the Company estimates the annual effective tax rate and applies this rate to its pre-tax US GAAP income/(loss), unless a discrete event occurs that requires additional consideration.

The Company files income tax returns in the U.S., Poland, Hungary, Russia, as well as in various other countries throughout the world in which we conduct our business. The major tax jurisdictions and their earliest fiscal years that are currently open for tax examinations are 2007 in the U.S., 2006 in Poland and Hungary and 2008 in Russia.

Due to revision of the outlook for the future, in connection with the decline of the spirits market in Poland and Russia, pricing impact from continued growth of discounters and the cannibalization of Premium brands by Mainstream brands resulting in lower margins in Poland, the Company performed an analysis of the recoverability of its deferred tax asset balance related to tax losses carried forward. Based on the analysis the Company recorded full provision for the deferred tax assets in Poland, which was recognized previously in relation to tax losses carried forward. The total deferred tax asset as of September 30, 2011 amounts to $102.5 million in comparison to deferred tax liability of $131.5 million.

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Condensed Consolidated Balance Sheets (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current Assets
Cash and cash equivalents	$ 111,191	$ 122,324
Accounts receivable, net of allowance for doubtful accounts at September 30, 2011 of $27,355 and at December 31, 2010 of $20,357	304,808	478,379
Inventories	105,161	93,678
Prepaid expenses and other current assets	45,539	35,202
Deferred income taxes	45,437	80,956
Debt issuance costs	2,972	2,739
Total Current Assets	615,108	813,278
Intangible assets, net	471,695	627,342
Goodwill, net	1,064,729	1,450,273
Property, plant and equipment, net	184,014	192,863
Deferred income taxes	57,056	44,028
Equity method investment in affiliates	0	243,128
Debt issuance costs	14,283	16,656
Non-current assets held for sale	676	8,614
Total Non-Current Assets	1,792,453	2,582,904
Total Assets	2,407,561	3,396,182
Current Liabilities
Trade accounts payable	88,424	114,958
Bank loans and overdraft facilities	54,213	45,359
Income taxes payable	1,070	5,102
Taxes other than income taxes	92,233	182,232
Other accrued liabilities	54,804	55,070
Current portions of obligations under capital leases	931	758
Deferred consideration	0	5,000
Total Current Liabilities	291,675	408,479
Long-term debt, less current maturities	18,738	0
Long-term obligations under capital leases	838	1,175
Long-term obligations under Senior Notes	1,262,087	1,250,758
Long-term accruals	1,991	2,572
Deferred income taxes	131,459	168,527
Total Long-Term Liabilities	1,415,113	1,423,032
Stockholders' Equity
Common Stock ($0.01 par value, 120,000,000 shares authorized, 72,739,924 and 70,752,670 shares issued at September 30, 2011 and December 31, 2010, respectively)	728	708
Preferred Stock ($0.01 par value, 7,000,000 shares authorized, none issued)	0	0
Additional paid-in-capital	1,368,864	1,343,639
(Accumulated deficit)/Retained earnings	(675,465)	160,250
Accumulated other comprehensive income	6,796	60,224
Less Treasury Stock at cost (246,037 shares at September 30, 2011 and December 31, 2010, respectively)	(150)	(150)
Total Stockholders' Equity	700,773	1,564,671
Total Liabilities and Stockholders' Equity	$ 2,407,561	$ 3,396,182

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Operating Segments (Tables)

9 Months Ended

Sep. 30, 2011

Operating Segments [Abstract]

Segment Information On Net Sales

	Segment Net Sales				Segment Net Sales
	Three months ended September 30,				Nine months ended September 30,
	2011		2010		2011		2010
Segment
Poland	$	59,007	$	52,382	$	163,651	$	153,213
Russia		162,062		98,744		413,375		311,667
Hungary		7,781		6,634		20,492		18,283
Total Net Sales	$	228,850	$	157,760	$	597,518	$	483,163

Segment Information On Operating Information

	Operating Income / (Loss)						Operating Income / (Loss)
	Three months ended September 30,						Nine months ended September 30,
	2011			2010			2011			2010
Segment
Poland before fair value adjustments	$	8,985		$	14,276		$	20,366		$	40,197
Gain on remeasurement of previously held equity interests		0			0			7,898			0
Impairment charge		(213,687	)		0			(213,687	)		0
Poland after fair value adjustments		(204,702	)		14,276			(185,423	)		40,197
Russia before fair value adjustments		21,152			15,843			29,743			58,816
Impairment charge		(460,828	)		0			(460,828	)		0
Russia after fair value adjustments		(439,676	)		15,843			(431,085	)		58,816
Hungary		1,446			1,001			3,387			2,800
Corporate Overhead
General corporate overhead		(1,570	)		(1,286	)		(3,862	)		(3,827	)
Option Expense		(662	)		(761	)		(1,999	)		(2,433	)
Total Operating Profit / (Loss)	($	645,164	)	$	29,073		($	618,982	)	$	95,553

Segment Information On Identifiable Assets

	Identifiable Operating Assets
	September 30,		December 31,
	2011		2010
Segment
Poland	$	688,427	$	1,168,206
Russia		1,654,979		2,189,694
Hungary		21,142		33,495
Corporate		43,013		4,787
Total Identifiable Assets	$	2,407,561	$	3,396,182

Segment Information On Goodwill

	Goodwill
	September 30,		December 31,
	2011		2010
Segment
Poland	$	264,247	$	387,448
Russia		794,078		1,055,772
Hungary		6,404		7,053
Total Goodwill	$	1,064,729	$	1,450,273

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Stock Option Plans And Warrants (Narrative) (Details) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Sep. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum range of exercise prices for outstanding options	$ 2.00
Maximum range of exercise prices for outstanding options	$ 60.92
Minimum range of exercise prices for options exercisable		$ 2.00
Maximum range of exercise prices for options exercisable		$ 60.92
Weighted average remaining contractual life of options outstanding (years)	5.3	5.3
Stock options minimum vesting period (years)		1
Stock options maximum vesting period (years)		3
Recognized compensation cost	$ 2,000,000
Deferred tax asset	400,000	400,000
Total unrecognized compensation cost related to non-vested stock options	2,000,000	2,000,000
Cash received from exercise of options		72,000
Dividend Yield	0.00%	0.00%	0.00%
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of restricted stock units issued to employees, net of forfeitures		67,940
Average price restricted stock units		$ 10.63

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Intangible Assets Other Than Goodwill (Narrative) (Details) (USD $)	9 Months Ended					3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011 Maximum [Member] Russia [Member] Trademarks [Member]	Sep. 30, 2011 Minimum [Member] Poland [Member] Trademarks [Member]	Sep. 30, 2011 Poland [Member]	Sep. 30, 2011 Russia [Member]	Sep. 30, 2011 Poland And Russia [Member] Trademarks [Member]	Sep. 30, 2011 Kauffman Vodka [Member]	Sep. 30, 2011 Polish Zloty [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated discount rate				9.09%	11.03%
Estimated terminal value growth rate		3.00%	2.50%
Intangible assets impairment charges						$ 127,600,000
Change in the recorded book value of trademarks	17,473,000						17,500,000
Foreign exchange translation differences	$ (52,151,000)							$ 52,200,000

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Comprehensive Income/(Loss) (Details) (USD $) In Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Comprehensive Income/(Loss) [Abstract]
Foreign currency translation adjustment	$ 53,428	$ 63,086

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Income Taxes (Details) (USD $) In Millions	Sep. 30, 2011
Income Taxes [Abstract]
Deferred tax assets	$ 102.5
Deferred tax liability	$ 131.5

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Acquisitions (Provisional Amount Of Goodwill Recognized) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Mar. 31, 2011 Whitehall Group [Member]
Business Acquisition [Line Items]
Fair value of previously held interest			$ 250,156
Consideration paid for the remaining shares in Whitehall			75,713
Less: Net identifiable assets and liabilities			(56,314)
Goodwill on acquisition	$ 1,064,729	$ 1,450,273	$ 269,555

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Acquisitions (Schedule Of Pro Forma Results Of Operations, Including Acquisition) (Details) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Acquisitions [Abstract]
Net sales	$ 228,850	$ 195,565	$ 604,013	$ 577,513
Net income/(loss)	$ (839,850)	$ 100,325	$ (835,998)	$ (924)
Basic earnings per share of common stock	$ (11.59)	$ 1.39	$ (11.60)	$ (0.01)
Diluted earnings per share of common stock	$ (11.59)	$ 1.38	$ (11.60)	$ (0.01)

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Equity Method Investments In Affiliates (Investments In Unconsolidated Affiliates) (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated affiliates, Total Carrying value	$ 0	$ 243,128
Whitehall Group [Member] | Equity-Accounted Affiliate [Member]
Schedule of Equity Method Investments [Line Items]
Investments in unconsolidated affiliates, Total Carrying value	$ 0	$ 243,128

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Interest Expense, Net (Tables)

9 Months Ended

Sep. 30, 2011

Interest Expense, Net [Abstract]

Components Of Interest Income / (Expense)

	Three months ended September 30,						Nine months ended September 30
	2011			2010			2011			2010
Interest income	$	127		$	1,294		$	1,008		$	3,666
Interest expense		(29,160	)		(27,043	)		(85,254	)		(81,514	)
Total interest (expense), net	($	29,033	)	($	25,749	)	($	84,246	)	($	77,848	)