UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 31, 2008

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

For the transition period from                      to                     

CONSTELLATION BRANDS, INC.

 

(Exact name of registrant as specified in its charter)

Delaware		16-0716709
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

370 Woodcliff Drive, Suite 300, Fairport, New York		14450
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 þ No o

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.

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

The number of shares outstanding with respect to each of the classes of common stock of Constellation Brands, Inc., as of September 30, 2008, is set forth below:

Class		Number of Shares Outstanding
Class A Common Stock, par value $.01 per share		194,975,704
Class B Common Stock, par value $.01 per share		23,743,494
Class 1 Common Stock, par value $.01 per share		None

 

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. For further information regarding such forward-looking statements, risks and uncertainties, please see “Information Regarding Forward-Looking Statements” under Part I — Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operation” of this Quarterly Report on Form 10-Q.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
(unaudited)

		August 31,				February 29,
		2008				2008
ASSETS
CURRENT ASSETS:
Cash and cash investments		$	24.9			$	20.5
Accounts receivable, net			775.9				731.6
Inventories			2,005.1				2,179.5
Prepaid expenses and other			232.2				267.4
Total current assets			3,038.1				3,199.0
PROPERTY, PLANT AND EQUIPMENT, net			1,752.6				2,035.0
GOODWILL			3,049.8				3,123.9
INTANGIBLE ASSETS, net			1,107.8				1,190.0
OTHER ASSETS, net			473.5				504.9
Total assets		$	9,421.8			$	10,052.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Notes payable to banks		$	87.0			$	379.5
Current maturities of long-term debt			264.3				229.3
Accounts payable			347.7				349.4
Accrued excise taxes			68.3				62.4
Other accrued expenses and liabilities			573.8				697.7
Total current liabilities			1,341.1				1,718.3
LONG-TERM DEBT, less current maturities			4,486.5				4,648.7
DEFERRED INCOME TAXES			549.7				535.8
OTHER LIABILITIES			368.7				384.1
STOCKHOLDERS’ EQUITY:
Class A Common Stock, $.01 par value- Authorized, 315,000,000 shares; Issued, 222,997,217 shares at August 31, 2008, and 221,296,639 shares at February 29, 2008			2.2				2.2
Class B Convertible Common Stock, $.01 par value- Authorized, 30,000,000 shares; Issued, 28,750,594 shares at August 31, 2008, and 28,782,954 shares at February 29, 2008			0.3				0.3
Additional paid-in capital			1,392.0				1,344.0
Retained earnings			1,326.8				1,306.0
Accumulated other comprehensive income			573.9				736.0
			3,295.2				3,388.5
Less: Treasury stock —
Class A Common Stock, 28,403,532 shares at August 31, 2008, and 29,020,781 shares at February 29, 2008, at cost			(617.2	)			(620.4	)
Class B Convertible Common Stock, 5,005,800 shares at August 31, 2008, and February 29, 2008, at cost			(2.2	)			(2.2	)
			(619.4	)			(622.6	)
Total stockholders’ equity			2,675.8				2,765.9
Total liabilities and stockholders’ equity		$	9,421.8			$	10,052.8

The accompanying notes are an integral part of these statements.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)

		For the Six Months Ended August 31,								For the Three Months Ended August 31,
		2008				2007				2008				2007
SALES		$	2,451.2			$	2,343.3			$	1,239.2			$	1,167.9
Less — Excise taxes			(562.9	)			(549.5	)			(282.7	)			(275.3	)
Net sales			1,888.3				1,793.8				956.5				892.6
COST OF PRODUCT SOLD			(1,253.5	)			(1,215.9	)			(650.7	)			(582.9	)
Gross profit			634.8				577.9				305.8				309.7
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES			(458.7	)			(388.1	)			(225.2	)			(190.5	)
IMPAIRMENT OF INTANGIBLE ASSETS			(21.8	)			—				(21.8	)			—
RESTRUCTURING CHARGES			(36.0	)			(0.8	)			(35.5	)			(0.4	)
ACQUISITION-RELATED INTEGRATION COSTS			(6.1	)			(3.6	)			(1.8	)			(1.6	)
Operating income			112.2				185.4				21.5				117.2
EQUITY IN EARNINGS OF EQUITY METHOD INVESTEES			142.2				155.9				70.1				80.1
INTEREST EXPENSE, net			(167.3	)			(166.4	)			(80.7	)			(86.7	)
Income before income taxes			87.1				174.9				10.9				110.6
PROVISION FOR INCOME TAXES			(65.2	)			(73.0	)			(33.6	)			(38.5	)
NET INCOME (LOSS)		$	21.9			$	101.9			$	(22.7	)		$	72.1
SHARE DATA:
Earnings (loss) per common share:
Basic — Class A Common Stock		$	0.10			$	0.46			$	(0.11	)		$	0.34
Basic — Class B Common Stock		$	0.09			$	0.42			$	(0.10	)		$	0.31
Diluted — Class A Common Stock		$	0.10			$	0.45			$	(0.11	)		$	0.33
Diluted — Class B Common Stock		$	0.09			$	0.41			$	(0.10	)		$	0.30
Weighted average common shares outstanding:
Basic — Class A Common Stock			193.262				198.472				193.733				191.308
Basic — Class B Common Stock			23.762				23.821				23.754				23.819
Diluted — Class A Common Stock			219.828				226.395				193.733				219.300
Diluted — Class B Common Stock			23.762				23.821				23.754				23.819

The accompanying notes are an integral part of these statements.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)

		For the Six Months Ended August 31,
		2008				2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	21.9			$	101.9
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment			79.3				71.6
Write-down of inventory associated with the Australian Initiative			47.6				—
Loss on disposal or impairment of long-lived assets, net			28.6				0.7
Stock-based compensation expense			22.3				16.9
Impairment of intangible assets			21.8				—
Loss on businesses sold			15.8				6.8
Deferred tax provision			11.8				3.4
Amortization of intangible and other assets			5.9				5.4
Equity in earnings of equity method investees, net of distributed earnings			3.1				2.2
Change in operating assets and liabilities, net of effects from purchases and sales of businesses:
Accounts receivable, net			(76.0	)			(56.6	)
Inventories			(28.3	)			1.8
Prepaid expenses and other current assets			9.7				(9.0	)
Accounts payable			10.2				(10.7	)
Accrued excise taxes			9.5				13.1
Other accrued expenses and liabilities			(65.5	)			61.4
Other, net			59.1				(31.2	)
Total adjustments			154.9				75.8
Net cash provided by operating activities			176.8				177.7
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of businesses			204.2				3.0
Proceeds from sales of assets			16.0				2.3
Purchases of businesses, net of cash acquired			0.6				(386.3	)
Purchases of property, plant and equipment			(52.0	)			(47.0	)
Investment in equity method investee			(0.6	)			(0.6	)
Payment of accrued earn-out amount			—				(2.8	)
Proceeds from formation of joint venture			—				185.6
Other investing activities			11.3				—
Net cash provided by (used in) investing activities			179.5				(245.8	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment of notes payable			(281.0	)			(2.1	)
Principal payments of long-term debt			(99.5	)			(163.1	)
Exercise of employee stock options			19.2				12.5
Excess tax benefits from share-based payment awards			6.4				7.4
Proceeds from employee stock purchases			2.9				3.0
Proceeds from issuance of long-term debt			—				716.1
Purchases of treasury stock			—				(500.0	)
Payment of financing costs of long-term debt			—				(6.1	)
Net cash (used in) provided by financing activities			(352.0	)			67.7
Effect of exchange rate changes on cash and cash investments			0.1				0.1
NET INCREASE (DECREASE) IN CASH AND CASH INVESTMENTS			4.4				(0.3	)
CASH AND CASH INVESTMENTS, beginning of period			20.5				33.5
CASH AND CASH INVESTMENTS, end of period		$	24.9			$	33.2
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Fair value of assets acquired, including cash acquired		$	19.2			$	427.7
Liabilities assumed			(6.2	)			(40.1	)
Net assets acquired			13.0				387.6
Plus — payment of direct acquisition costs previously accrued			0.7				0.4
Plus — settlement of note payable			0.6				—
Less — cash received from seller			(11.3	)			—
Less — cash acquired			(2.8	)			(1.6	)
Less — amount due to seller			(0.7	)			—
Less — direct acquisition costs accrued			(0.1	)			(0.1	)
Net cash paid for purchases of businesses		$	(0.6	)		$	386.3

The accompanying notes are an integral part of these statements.

CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2008

1) MANAGEMENT’S REPRESENTATIONS:

     The consolidated financial statements included herein have been prepared by Constellation Brands, Inc. and its subsidiaries (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-Q and reflect, in the opinion of the Company, all adjustments necessary to present fairly the financial information for the Company. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as permitted by such rules and regulations. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2008. Results of operations for interim periods are not necessarily indicative of annual results.

2) RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS:

     Effective March 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 159 (“SFAS No. 159”), “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115.” SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value. Most of the provisions in SFAS No. 159 are elective; however, the amendment to Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities", applies to all entities with available-for-sale and trading securities. The fair value option established by SFAS No. 159 allows companies to choose to measure eligible items at fair value at specified election dates. In addition, the fair value option: (i) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (ii) is irrevocable (unless a new election date occurs); and (iii) is applied only to entire instruments and not to portions of instruments. The adoption of SFAS No. 159 did not have a material impact on the Company’s consolidated financial statements.

3) ACQUISITIONS:

     Acquisition of BWE —

     On December 17, 2007, the Company acquired all of the issued and outstanding capital stock of Beam Wine Estates, Inc. (“BWE”), an indirect wholly-owned subsidiary of Fortune Brands, Inc., together with BWE’s subsidiaries: Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos du Bois, Inc., Gary Farrell Wines, Inc. and Peak Wines International, Inc. (the “BWE Acquisition”). As a result of the BWE Acquisition, the Company has acquired the U.S. wine portfolio of Fortune Brands, Inc., including certain wineries, vineyards or interests therein in the State of California, as well as various super-premium and fine California wine brands including Clos du Bois and Wild Horse. The BWE Acquisition supports the Company’s strategy of strengthening its portfolio with fast-growing super-premium and above wines. The BWE Acquisition strengthens the Company’s position as the largest wine company in the world and the largest premium wine company in the U.S.

     Total consideration paid in cash was $877.3 million. In addition, the Company expects to incur direct acquisition costs of approximately $1.4 million. The purchase price was financed with the net proceeds from the Company’s December 2007 Senior Notes and revolver borrowings under the Company’s 2006 Credit Agreement (as defined in Note 9). In accordance with the purchase method of accounting, the acquired net assets are recorded at fair value at the date of acquisition. The purchase price was based primarily on the estimated future operating results of the BWE business, including the factors described above. In June 2008, the Company sold certain businesses consisting of several of the California wineries and wine brands acquired in the BWE Acquisition, as well as certain wineries and wine brands from the states of Washington and Idaho (collectively, the “Pacific Northwest Business”) for cash proceeds of $204.2 million, net of direct costs to sell. In addition, if certain objectives are achieved by the buyer, the Company could receive up to an additional $25.0 million in cash payments. In connection with the sale of the Pacific Northwest Business, the Company recorded a loss of $23.2 million for the six months ended August 31, 2008, which includes a loss on business sold of $15.8 million and losses on contractual obligations of $7.4 million. The loss of $23.2 million is included in selling, general and administrative expenses on the Company’s Consolidated Statements of Operations.

     The results of operations of the BWE business are reported in the Constellation Wines segment and are included in the consolidated results of operations of the Company from the date of acquisition.

     The following table summarizes the Company’s estimated fair values of the assets acquired and liabilities assumed in the BWE Acquisition at the date of acquisition. The allocation of the purchase price is preliminary and subject to change. Estimated fair values at December 17, 2007, are as follows:

(in millions)
Current assets		$	286.9
Property, plant and equipment			232.9
Goodwill			336.6
Trademarks			111.9
Other assets			10.2
Total assets acquired			978.5
Current liabilities			98.6
Long-term liabilities			1.2
Total liabilities assumed			99.8
Net assets acquired		$	878.7

     The trademarks are not subject to amortization. All of the goodwill is expected to be deductible for tax purposes.

     Acquisition of Svedka —

     On March 19, 2007, the Company acquired the SVEDKA Vodka brand (“Svedka”) in connection with the acquisition of Spirits Marque One LLC and related business (the “Svedka Acquisition”). Svedka is a premium Swedish vodka. The Svedka Acquisition supports the Company’s strategy of expanding the Company’s premium spirits business. The acquisition provides a foundation from which the Company looks to leverage its existing and future premium spirits portfolio for growth. In addition, Svedka complements the Company’s existing portfolio of super-premium and value vodka brands by adding a premium vodka brand.

     Total consideration paid in cash for the Svedka Acquisition was $385.8 million. In addition, the Company incurred direct acquisition costs of $1.3 million. The purchase price was financed with revolver borrowings under the Company’s June 2006 Credit Agreement (as defined in Note 9), as amended in February 2007. In accordance with the purchase method of accounting, the acquired net assets are recorded at fair value at the date of acquisition. The purchase price was based primarily on the estimated future operating results of the Svedka business, including the factors described above.

     The results of operations of the Svedka business are reported in the Constellation Spirits segment and are included in the consolidated results of operations of the Company from the date of acquisition.

     The following table summarizes the Company’s fair values of the assets acquired and liabilities assumed in the Svedka Acquisition at the date of acquisition.

(in millions)
Current assets		$	20.1
Property, plant and equipment			0.1
Goodwill			349.7
Trademark			36.4
Other assets			20.7
Total assets acquired			427.0
Current liabilities			23.8
Long-term liabilities			16.1
Total liabilities assumed			39.9
Net assets acquired		$	387.1

     The trademark is not subject to amortization. Approximately $87 million of the goodwill is expected to be deductible for tax purposes.

     In addition, during the three months ended May 31, 2008, the Company completed its acquisition of the remaining 50% ownership interest in a Canadian joint venture distribution business for a purchase price of $13.0 million.

     The following table sets forth the unaudited historical results of operations of the Company for the six months and three months ended August 31, 2008, and the unaudited pro forma results of operations of the Company for the six months and three months ended August 31, 2007. Unaudited pro forma results of operations of the Company for the six months and three months ended August 31, 2007, are not presented to give effect to the Svedka Acquisition as if it had occurred on March 1, 2007, as they are not significant. The unaudited pro forma results of operations for the six months and three months ended August 31, 2007, give effect to the BWE Acquisition as if it occurred on March 1, 2007. The unaudited pro forma results of operations are presented after giving effect to certain adjustments for amortization of certain intangible assets and 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.

		For the Six Months								For the Three Months
		Ended August 31,								Ended August 31,
(in millions, except per share data)		2008				2007				2008				2007
Net sales		$	1,888.3			$	1,902.1			$	956.5			$	946.6
Income before income taxes		$	87.1			$	163.9			$	10.9			$	104.2
Net income (loss)		$	21.9			$	93.3			$	(22.7	)		$	67.2
Earnings (loss) per common share — basic:
Class A Common Stock		$	0.10			$	0.42			$	(0.11	)		$	0.32
Class B Convertible Common Stock		$	0.09			$	0.39			$	(0.10	)		$	0.29
Earnings (loss) per common share — diluted:
Class A Common Stock		$	0.10			$	0.41			$	(0.11	)		$	0.31
Class B Convertible Common Stock		$	0.09			$	0.38			$	(0.10	)		$	0.28
Weighted average common shares outstanding — basic:
Class A Common Stock			193.262				198.472				193.733				191.308
Class B Convertible Common Stock			23.762				23.821				23.754				23.819
Weighted average common shares outstanding — diluted:
Class A Common Stock			219.828				226.395				193.733				219.300
Class B Convertible Common Stock			23.762				23.821				23.754				23.819

4) INVENTORIES:

     Inventories are stated at the lower of cost (computed in accordance with the first-in, first-out method) or market. Elements of cost include materials, labor and overhead and consist of the following:

		August 31,				February 29,
(in millions)		2008				2008
Raw materials and supplies		$	71.6			$	85.4
In-process inventories			1,247.0				1,421.8
Finished case goods			686.5				672.3
		$	2,005.1			$	2,179.5

5) FAIR VALUE MEASUREMENTS:

     In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157 (“SFAS No. 157”), “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and states that a fair value measurement should be determined based on assumptions that market participants would use in pricing an asset or liability. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2 (“FSP No. 157-2”), “Effective Date of FASB Statement No. 157.” FSP No. 157-2 amended SFAS No. 157 to defer the effective date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, at least annually, including goodwill and trademarks. On March 1, 2008, the Company adopted the provisions of SFAS No. 157 that were not deferred by FSP No. 157-2. The adoption of these provisions of SFAS No. 157 did not have a material impact on the Company’s consolidated financial statements. In accordance with FSP No. 157-2, the Company is required to adopt the remaining provisions of SFAS No. 157 on March 1, 2009. The Company does not expect the adoption of the remaining provisions of SFAS No. 157 in connection with its nonfinancial assets and nonfinancial liabilities to have a material impact on the Company’s consolidated financial statements.

     SFAS No. 157 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The hierarchy is broken down into three levels: Level 1 inputs are quoted prices in active markets for identical assets or liabilities; Level 2 inputs include data points that are observable such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) such as interest rates and yield curves that are observable for the asset and liability, either directly or indirectly; Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

     The following table presents the fair value hierarchy for the Company’s financial assets and liabilities measured at fair value on a recurring basis as of August 31, 2008:

		Fair Value Measurements as of August 31, 2008
		Quoted				Significant
		Prices in				Other				Significant
		Active				Observable				Unobservable
		Markets				Inputs				Inputs
(in millions)		(Level 1)				(Level 2)				(Level 3)				Total
Recurring Fair Value Measures
Assets:
Foreign currency contracts		$	—			$	92.1			$	—			$	92.1
Liabilities:
Foreign currency contracts		$	—			$	44.7			$	—			$	44.7
Interest rate swap contracts			—				39.5				—				39.5
Total		$	—			$	84.2			$	—			$	84.2

     The Company’s foreign currency contracts consist of foreign exchange forward and option contracts which are valued using market-based inputs, obtained from independent pricing services, into valuation models. These valuation models require various inputs, including contractual terms, market foreign exchange prices, interest-rate yield curves and currency volatilities. Interest rate swap fair values are based on quotes from respective counterparties. Quotes are corroborated by the Company using discounted cash flow calculations based upon forward interest-rate yield curves, which are obtained from independent pricing services.

6) GOODWILL:

     The changes in the carrying amount of goodwill for the six months ended August 31, 2008, are as follows:

														Consolidations
		Constellation				Constellation				Crown				and
(in millions)		Wines				Spirits				Imports				Eliminations				Consolidated
Balance, February 29, 2008		$	2,614.1			$	509.8			$	13.0			$	(13.0	)		$	3,123.9
Purchase accounting allocations			19.8				—				—				—				19.8
Foreign currency translation adjustments			(76.9	)			(1.2	)			—				—				(78.1	)
Disposal of business			(15.8	)			—				—				—				(15.8	)
Balance, August 31, 2008		$	2,541.2			$	508.6			$	13.0			$	(13.0	)		$	3,049.8

     The Constellation Wines segment’s purchase accounting allocations totaling $19.8 million consist primarily of purchase accounting allocations associated with the BWE Acquisition of $16.5 million and purchase accounting allocations associated with the purchase of an immaterial business of $3.3 million. The Constellation Wines segment’s disposal of business consists of the Company’s reduction of goodwill in connection with the June 2008 sale of the Pacific Northwest Business.

7)

INTANGIBLE ASSETS:

     The major components of intangible assets are as follows:

		August 31, 2008								February 29, 2008
		Gross				Net				Gross				Net
		Carrying				Carrying				Carrying				Carrying
(in millions)		Amount				Amount				Amount				Amount
Amortizable intangible assets:
Customer relationships		$	65.1			$	58.0			$	67.3			$	62.0
Other			13.0				6.2				12.7				6.5
Total		$	78.1				64.2			$	80.0				68.5
Nonamortizable intangible assets:
Trademarks							1,029.1								1,117.3
Other							14.5								4.2
Total							1,043.6								1,121.5
Total intangible assets						$	1,107.8							$	1,190.0

     The difference between the gross carrying amount and net carrying amount for each item presented is attributable to accumulated amortization. Amortization expense for intangible assets was $2.6 million and $2.2 million for the six months ended August 31, 2008, and August 31, 2007, respectively, and $1.2 million and $1.1 million for the three months ended August 31, 2008, and August 31, 2007, respectively. Estimated amortization expense for the remaining six months of fiscal 2009 and for each of the five succeeding fiscal years and thereafter is as follows:

(in millions)
2009		$	2.6
2010		$	5.3
2011		$	5.1
2012		$	4.4
2013		$	4.2
2014		$	4.2
Thereafter		$	38.4

     During August 2008, as a result of the streamlining of the Company’s Australian wine product portfolio in connection with the Constellation Wines segment’s Australian Initiative (as defined in Note 16), the Company determined it was necessary to perform a review for impairment of its Australian long-lived assets and indefinite lived intangible assets. The Company determined that its Australian indefinite lived intangible assets, which consist of trademarks, were impaired due to the revised lower revenue forecasts associated with the streamlining of the Australian wine product portfolio. The Company measured the amount of impairment by calculating the amount by which the carrying value of these assets exceeded their estimated fair values. The estimated fair values were determined using a relief-from-royalty valuation model applied to the projected trademark revenues. As a result of this review, the Company recorded an impairment loss of $21.8 million, which is included in impairment of intangible assets on the Company’s Consolidated Statements of Operations, for the six months and three months ended August 31, 2008. No instances of impairment were noted on the Company’s indefinite lived intangible assets for the six months and three months ended August 31, 2007.

8)

INVESTMENT IN EQUITY METHOD INVESTEE:

     On January 2, 2007, Barton Beers, Ltd. (“Barton”), an indirect wholly-owned subsidiary of the Company, and Diblo, S.A. de C.V. (“Diblo”), an entity owned 76.75% by Grupo Modelo, S.A.B. de C.V. (“Modelo”) and 23.25% by Anheuser-Busch Companies, Inc., completed the formation of Crown Imports LLC (“Crown Imports”), a joint venture in which Barton and Diblo each have, directly or indirectly, equal interests. Crown Imports has the exclusive right to import, market and sell Modelo’s Mexican beer portfolio (the “Modelo Brands”) in the 50 states of the U.S., the District of Columbia and Guam. In addition, the owners of the Tsingtao and St. Pauli Girl brands have transferred exclusive importing, marketing and selling rights with respect to those brands in the U.S. to the joint venture.

     The Company accounts for the investment in Crown Imports under the equity method. Accordingly, the results of operations of Crown Imports are included in equity in earnings of equity method investees on the Company’s Consolidated Statements of Operations. As of August 31, 2008, and February 29, 2008, the Company’s investment in Crown Imports was $150.4 million and $150.5 million, respectively. The carrying amount of the investment is greater than the Company’s equity in the underlying assets of Crown Imports by $13.6 million due to the difference in the carrying amounts of the indefinite lived intangible assets contributed to Crown Imports by each party. The Company received $144.3 million and $156.0 million of cash distributions from Crown Imports for the six months ended August 31, 2008, and August 31, 2007, respectively, all of which represent distributions of earnings.

     Barton provides certain administrative services to Crown Imports. Amounts related to the performance of these services for the six months and three months ended August 31, 2008, and August 31, 2007, were not material. In addition, as of August 31, 2008, and February 29, 2008, amounts receivable from Crown Imports were not material.

     Summary financial information for Crown Imports is presented below. The amounts shown represent 100% of Crown Imports consolidated operating results.

		For the Six Months								For the Three Months
		Ended August 31,								Ended August 31,
(in millions)		2008				2007				2008				2007
Net sales		$	1,404.6			$	1,380.8			$	732.1			$	722.7
Gross profit		$	424.4			$	424.0			$	220.0			$	219.3
Net income		$	288.2			$	303.9			$	148.8			$	157.5

9)

BORROWINGS:

     Senior credit facility —

     On June 5, 2006, the Company and certain of its U.S. subsidiaries, JPMorgan Chase Bank, N.A. as a lender and administrative agent, and certain other agents, lenders, and financial institutions entered into a new credit agreement (the “June 2006 Credit Agreement”). On February 23, 2007, and on November 19, 2007, the June 2006 Credit Agreement was amended (collectively, the “2007 Amendments”). The June 2006 Credit Agreement together with the 2007 Amendments is referred to as the “2006 Credit Agreement”. The 2006 Credit Agreement provides for aggregate credit facilities of $3.9 billion, consisting of a $1.2 billion tranche A term loan facility due in June 2011, a $1.8 billion tranche B term loan facility due in June 2013, and a $900 million revolving credit facility (including a sub-facility for letters of credit of up to $200 million) which terminates in June 2011. Proceeds of the June 2006 Credit Agreement were used to pay off the Company’s obligations under its prior senior credit facility, to fund the June 5, 2006, acquisition of all of the issued and outstanding common shares of Vincor International Inc. (“Vincor”) (the “Vincor Acquisition”), and to repay certain indebtedness of Vincor. The Company uses its revolving credit facility under the 2006 Credit Agreement for general corporate purposes.

     As of August 31, 2008, the required principal repayments of the tranche A term loan and the tranche B term loan for the remaining six months of fiscal 2009 and for each of the five succeeding fiscal years are as follows:

		Tranche A				Tranche B
(in millions)		Term Loan				Term Loan				Total
2009		$	120.0			$	2.0			$	122.0
2010			270.0				4.0				274.0
2011			300.0				4.0				304.0
2012			150.0				4.0				154.0
2013			—				714.0				714.0
2014			—				712.0				712.0
		$	840.0			$	1,440.0			$	2,280.0

     The rate of interest on borrowings under the 2006 Credit Agreement is a function of LIBOR plus a margin, the federal funds rate plus a margin, or the prime rate plus a margin. The margin is fixed with respect to the tranche B term loan facility and is adjustable based upon the Company’s debt ratio (as defined in the 2006 Credit Agreement) with respect to the tranche A term loan facility and the revolving credit facility. As of August 31, 2008, the LIBOR margin for the revolving credit facility and the tranche A term loan facility is 1.25%, while the LIBOR margin on the tranche B term loan facility is 1.50%.

     The February 23, 2007, amendment amended the June 2006 Credit Agreement to, among other things, (i) increase the revolving credit facility from $500.0 million to $900.0 million, which increased the aggregate credit facilities from $3.5 billion to $3.9 billion; (ii) increase the aggregate amount of cash payments the Company is permitted to make in respect or on account of its capital stock; (iii) remove certain limitations on the incurrence of senior unsecured indebtedness and the application of proceeds thereof; (iv) increase the maximum permitted total “Debt Ratio” and decrease the required minimum “Interest Coverage Ratio”; and (v) eliminate the “Senior Debt Ratio” covenant and the “Fixed Charges Ratio” covenant. The November 19, 2007, amendment clarified certain provisions governing the incurrence of senior unsecured indebtedness and the application of proceeds thereof under the June 2006 Credit Agreement, as previously amended.

     The Company’s obligations are guaranteed by certain of its U.S. subsidiaries. These obligations are also secured by a pledge of (i) 100% of the ownership interests in certain of the Company’s U.S. subsidiaries and (ii) 65% of the voting capital stock of certain of the Company’s foreign subsidiaries.

     The Company and its subsidiaries are also subject to covenants that are contained in the 2006 Credit Agreement, including those restricting the incurrence of additional indebtedness (including guarantees of indebtedness), additional liens, mergers and consolidations, disposition or acquisition of property, the payment of dividends, transactions with affiliates and the making of certain investments, in each case subject to numerous conditions, exceptions and thresholds. The financial covenants are limited to maximum total debt coverage ratios and minimum interest coverage ratios.

     As of August 31, 2008, under the 2006 Credit Agreement, the Company had outstanding tranche A term loans of $840.0 million bearing an interest rate of 3.8%, tranche B term loans of $1,440.0 million bearing an interest rate of 4.1%, revolving loans of $18.0 million bearing an interest rate of 2.7%, outstanding letters of credit of $36.7 million, and $845.3 million in revolving loans available to be drawn.

     As of August 31, 2008, the Company had outstanding interest rate swap agreements which fixed LIBOR interest rates on $1.2 billion of the Company’s floating LIBOR rate debt at an average rate of 4.1% through fiscal 2010. For the six months ended August 31, 2008, and August 31, 2007, the Company reclassified $5.6 million and $3.5 million, net of income tax effect, respectively, from AOCI (as defined in Note 14) to interest expense, net on the Company’s Consolidated Statements of Operations. For the three months ended August 31, 2008, and August 31, 2007, the Company reclassified $3.2 million and $1.7 million, net of income tax effect, respectively, from AOCI to interest expense, net on the Company’s Consolidated Statements of Operations.

     Subsidiary credit facilities —

     The Company has additional credit arrangements totaling $410.9 million as of August 31, 2008. These arrangements primarily support the financing needs of the Company’s domestic and foreign subsidiary operations. Interest rates and other terms of these borrowings vary from country to country, depending on local market conditions. As of August 31, 2008, and August 31, 2007, amounts outstanding under these arrangements were $116.5 million and $206.0 million, respectively.

10)

INCOME TAXES:

     The Company’s effective tax rate for the six months ended August 31, 2008, of 74.9% was driven primarily by the recognition of a valuation allowance against net operating losses in Australia, associated predominantly with the Australian Initiative, partially offset by a decrease in uncertain tax positions of $12.3 million in connection with the completion of various income tax examinations during the second quarter of fiscal 2009. The Company’s effective tax rate for the six months ended August 31, 2007, of 41.7% was impacted primarily by the recognition of a nondeductible pretax loss in the first quarter of fiscal 2008 in connection with the Company’s contribution of its U.K. wholesale business to the Matthew Clark joint venture and increases to uncertain tax positions and related interest, partially offset by reductions in deferred income tax liabilities as a result of legislative changes in various state and foreign jurisdictions.

     The Company’s effective tax rate for the three months ended August 31, 2008, of 308.3% was driven primarily by the recognition of a valuation allowance against net operating losses in Australia, associated predominantly with the Australian Initiative, partially offset by a decrease in uncertain tax positions of $12.3 million in connection with the completion of various income tax examinations during the second quarter of fiscal 2009. The Company’s effective tax rate for the three months ended August 31, 2007, of 34.8% was impacted primarily by reductions in deferred income tax liabilities as a result of legislative changes in various state and foreign jurisdictions and the tax effects of foreign earnings, partially offset by increases to uncertain tax positions and related interest.

     The effective tax rate for the six months and three months ended August 31, 2008, includes the recognition of $12.3 million of previously unrecognized tax benefits and accrued interest due to the resolution of various tax matters during the period. This decrease is due to the Company’s determination that certain tax positions have been effectively settled. As a result, the total amount of the Company’s unrecognized tax benefits, net of tax payments and reclassifications, decreased by $11.9 million.

11)

DEFINED BENEFIT PENSION PLANS:

     Net periodic benefit cost reported in the Consolidated Statements of Operations for the Company’s defined benefit pension plans includes the following components:

		For the Six Months								For the Three Months
		Ended August 31,								Ended August 31,
(in millions)		2008				2007				2008				2007
Service cost		$	2.6			$	2.5			$	1.3			$	1.3
Interest cost			14.1				12.3				7.0				6.3
Expected return on plan assets			(16.7	)			(14.7	)			(8.3	)			(7.5	)
Amortization of prior service cost			0.1				0.2				0.1				0.1
Recognized net actuarial loss			4.1				4.3				2.0				2.2
Recognized loss due to curtailment			0.4				—				(0.1	)			—
Recognized net loss due to settlement			8.3				—				8.3				—
Net periodic benefit cost		$	12.9			$	4.6			$	10.3			$	2.4

     In connection with the Company’s August 2008 sale of a nonstrategic Canadian distilling facility, the Company recognized a settlement loss and curtailment loss of $9.2 million and $0.4 million, respectively, during the six months ended August 31, 2008, associated with the settlement of the related pension and postretirement obligations.

     Contributions of $6.1 million have been made by the Company to fund its defined benefit pension plans for the six months ended August 31, 2008. The Company presently anticipates contributing an additional $4.4 million to fund its defined benefit pension plans during the year ending February 28, 2009, resulting in total employer contributions of $10.5 million for the year ending February 28, 2009.

12)

EARNINGS PER COMMON SHARE:

     The Company has two classes of outstanding common stock: Class A Common Stock and Class B Convertible Common Stock. Earnings per common share — basic excludes the effect of common stock equivalents and is computed using the two-class method. Earnings per common share — diluted for Class A Common Stock reflects the potential dilution that could result if securities to issue common stock were exercised or converted into common stock. Earnings per common share — diluted for Class A Common Stock has been computed using the more dilutive of the if-converted or two-class method. Using the if-converted method, earnings per common share for Class A Common Stock assumes the exercise of stock options using the treasury stock method and the conversion of Class B Convertible Common Stock. Using the two-class method, earnings per common share — diluted for Class A Common Stock assumes the exercise of stock options using the treasury stock method and no conversion of Class B Convertible Common Stock. For the six months ended August 31, 2008, and August 31, 2007, earnings per common share — diluted has been calculated using the if-converted method. For the three months ended August 31, 2008, and August 31, 2007, earnings per common share — diluted has been calculated using the two-class method and the if-converted method, respectively. Diluted earnings per common share for Class B Convertible Common Stock is presented without assuming conversion into Class A Common Stock and is computed using the two-class computation method.

     The computation of basic and diluted earnings per common share is as follows:

		For the Six Months								For the Three Months
		Ended August 31,								Ended August 31,
(in millions, except per share data)		2008				2007				2008				2007
Income (loss) available to common stockholders		$	21.9			$	101.9			$	(22.7	)		$	72.1
Weighted average common shares outstanding — basic:
Class A Common Stock			193.262				198.472				193.733				191.308
Class B Convertible Common Stock			23.762				23.821				23.754				23.819
Weighted average common shares outstanding — diluted:
Class A Common Stock			193.262				198.472				193.733				191.308
Class B Convertible Common Stock			23.762				23.821				—				23.819
Stock-based awards, primarily stock options			2.804				4.102				—				4.173
Weighted average common shares outstanding — diluted			219.828				226.395				193.733				219.300
Earnings (loss) per common share — basic:
Class A Common Stock		$	0.10			$	0.46			$	(0.11	)		$	0.34
Class B Convertible Common Stock		$	0.09			$	0.42			$	(0.10	)		$	0.31
Earnings (loss) per common share — diluted:
Class A Common Stock		$	0.10			$	0.45			$	(0.11	)		$	0.33
Class B Convertible Common Stock		$	0.09			$	0.41			$	(0.10	)		$	0.30

     For the six months ended August 31, 2008, and August 31, 2007, stock-based awards, primarily stock options, which could result in the issuance of 26.0 million and 18.2 million shares, respectively, of Class A Common Stock were outstanding, but were not included in the computation of earnings per common share — diluted for Class A Common Stock because the effect of including such awards would have been antidilutive. For the three months ended August 31, 2008, the computation of loss per common share — diluted for Class A Common Stock excluded 23.8 million shares of Class B Convertible Common Stock and outstanding stock-based awards, primarily stock options, which could result in the issuance of 25.8 million shares of Class A Common Stock because the inclusion of such potentially dilutive common shares would have been antidilutive. For the three months ended August 31, 2007, stock-based awards, primarily stock options, which could result in the issuance of 17.1 million shares of Class A Common Stock were outstanding, but were not included in the computation of earnings per common share — diluted for Class A Common Stock because the effect of including such awards would have been antidilutive.

13)

STOCK-BASED COMPENSATION:

     The Company recorded $22.3 million and $16.9 million of stock-based compensation cost in its Consolidated Statements of Operations for the six months ended August 31, 2008, and August 31, 2007, respectively. The Company recorded $11.5 million and $7.5 million of stock-based compensation cost in its Consolidated Statements of Operations for the three months ended August 31, 2008, and August 31, 2007, respectively. Of the $22.3 million, $5.8 million is related to the granting of 8.5 million nonqualified stock options under the Company’s Long-Term Stock Incentive Plan to employees and nonemployee directors during the year ending February 28, 2009. The remainder is related primarily to the amortization of employee and nonemployee director stock options granted during the years ended February 29, 2008, and February 28, 2007.

14) COMPREHENSIVE (LOSS) INCOME:

     Comprehensive (loss) income consists of net income (loss), foreign currency translation adjustments, net unrealized gains or losses on derivative instruments and pension/postretirement adjustments. The reconciliation of net income (loss) to comprehensive (loss) income is as follows:

						Tax
		Before Tax				Benefit				Net of Tax
(in millions)		Amount				(Expense)				Amount
For the Six Months Ended August 31, 2008
Net income										$	21.9
Other comprehensive (loss) income:
Foreign currency translation adjustments		$	(202.0	)		$	2.9				(199.1	)
Unrealized gain on cash flow hedges:
Net derivative gains			29.4				(13.6	)			15.8
Reclassification adjustments			4.4				(1.1	)			3.3
Net gain recognized in other comprehensive income			33.8				(14.7	)			19.1
Pension/postretirement:
Net gains arising during the period			10.7				(3.2	)			7.5
Reclassification adjustments			13.1				(3.7	)			9.4
Net gain recognized in other comprehensive income			23.8				(6.9	)			16.9
Other comprehensive loss		$	(144.4	)		$	(18.7	)			(163.1	)
Total comprehensive loss										$	(141.2	)
For the Six Months Ended August 31, 2007
Net income										$	101.9
Other comprehensive income (loss):
Foreign currency translation adjustments		$	144.3			$	0.6				144.9
Unrealized loss on cash flow hedges:
Net derivative losses			(22.2	)			9.3				(12.9	)
Reclassification adjustments			(4.1	)			1.1				(3.0	)
Net loss recognized in other comprehensive income			(26.3	)			10.4				(15.9	)
Pension/postretirement:
Net losses arising during the period			(5.2	)			1.6				(3.6	)
Reclassification adjustments			4.6				(1.4	)			3.2
Net loss recognized in other comprehensive income			(0.6	)			0.2				(0.4	)
Other comprehensive income		$	117.4			$	11.2				128.6
Total comprehensive income										$	230.5
For the Three Months Ended August 31, 2008
Net loss										$	(22.7	)
Other comprehensive (loss) income:
Foreign currency translation adjustments		$	(218.1	)		$	3.2				(214.9	)
Unrealized loss on cash flow hedges:
Net derivative losses			(1.2	)			(3.0	)			(4.2	)
Reclassification adjustments			0.6				(0.6	)			—
Net loss recognized in other comprehensive income			(0.6	)			(3.6	)			(4.2	)
Pension/postretirement:
Net gains arising during the period			9.6				(2.9	)			6.7
Reclassification adjustments			10.9				(3.1	)			7.8
Net gain recognized in other comprehensive income			20.5				(6.0	)			14.5
Other comprehensive loss		$	(198.2	)		$	(6.4	)			(204.6	)
Total comprehensive loss										$	(227.3	)

						Tax
		Before Tax				Benefit				Net of Tax
(in millions)		Amount				(Expense)				Amount
For the Three Months Ended August 31, 2007
Net income										$	72.1
Other comprehensive (loss) income:
Foreign currency translation adjustments		$	(11.1	)		$	(0.6	)			(11.7	)
Unrealized loss on cash flow hedges:
Net derivative losses			(27.7	)			9.6				(18.1	)
Reclassification adjustments			(2.2	)			0.5				(1.7	)
Net loss recognized in other comprehensive income			(29.9	)			10.1				(19.8	)
Pension/postretirement:
Net losses arising during the period			(3.2	)			1.0				(2.2	)
Reclassification adjustments			4.6				(1.4	)			3.2
Net gain recognized in other comprehensive income			1.4				(0.4	)			1.0
Other comprehensive loss		$	(39.6	)		$	9.1				(30.5	)
Total comprehensive income										$	41.6

     Accumulated other comprehensive income (“AOCI”), net of income tax effect, includes the following components:

						Net
		Foreign				Unrealized								Accumulated
		Currency				(Losses)				Pension/				Other
		Translation				Gains on				Postretirement				Comprehensive
(in millions)		Adjustments				Derivatives				Adjustments				Income
Balance, February 29, 2008		$	859.0			$	(13.4	)		$	(109.6	)		$	736.0
Adjustment to initially apply the measurement date provisions of SFAS No. 158, net of income tax effect (see Note 19)			—				—				1.0				1.0
Current period change			(199.1	)			19.1				16.9				(163.1	)
Balance, August 31, 2008		$	659.9			$	5.7			$	(91.7	)		$	573.9

15) ACQUISITION-RELATED INTEGRATION COSTS:

     For the six months ended August 31, 2008, the Company recorded $6.1 million of acquisition-related integration costs associated primarily with the Fiscal 2008 Plan (as defined in Note 16). The Company defines acquisition-related integration costs as nonrecurring costs incurred to integrate newly acquired businesses after a business combination which are incremental to those of the Company prior to the business combination. As such, acquisition-related integration costs include, but are not limited to, (i) employee-related costs such as salaries and stay bonuses paid to employees of the acquired business that will be terminated after their integration activities are completed, (ii) costs to relocate fixed assets and inventories, and (iii) facility costs and other one-time costs such as external services and consulting fees. For the six months ended August 31, 2008, acquisition-related integration costs included $2.6 million of employee-related costs and $3.5 million of facilities and other one-time costs. For the six months ended August 31, 2007, the Company recorded $3.6 million of acquisition-related integration costs associated primarily with the Vincor Plan (as defined in Note 16).

     For the three months ended August 31, 2008, the Company recorded $1.8 million of acquisition-related integration costs associated primarily with the Fiscal 2008 Plan. Acquisition-related integration costs included $0.3 million of employee-related costs and $1.5 million of facilities and other one-time costs for the three months ended August 31, 2008. For the three months ended August 31, 2007, the Company recorded $1.6 million of acquisition-related integration costs associated primarily with the Vincor Plan.

16) RESTRUCTURING CHARGES:

     The Company has several restructuring plans primarily within its Constellation Wines segment as follows:

     Robert Mondavi Plan —

     The Company announced in January 2005 a plan to restructure and integrate the operations of The Robert Mondavi Corporation (“Robert Mondavi”) (the “Robert Mondavi Plan”). The objective of the Robert Mondavi Plan is to achieve operational efficiencies and eliminate redundant costs resulting from the December 22, 2004, acquisition of Robert Mondavi. The Robert Mondavi Plan includes the elimination of certain employees, the consolidation of certain field sales and administrative offices, and the termination of various contracts. The Company does not expect any additional costs associated with the Robert Mondavi Plan to be recognized in its Consolidated Statements of Operations. The Company expects related cash expenditures to be completed by February 29, 2012.

     Fiscal 2006 Plan —

     During fiscal 2006, the Company announced a plan to reorganize certain worldwide wine operations and a plan to consolidate certain west coast production processes in the U.S. (collectively, the “Fiscal 2006 Plan”). The Fiscal 2006 Plan’s principal features are to reorganize and simplify the infrastructure and reporting structure of the Company’s global wine business and to consolidate certain west coast production processes. The Fiscal 2006 Plan is part of the Company’s ongoing effort to enhance its administrative, operational and production efficiencies in light of its ongoing growth. The objective of the Fiscal 2006 Plan is to achieve greater efficiency in sales, administrative and operational activities and to eliminate redundant costs. The Fiscal 2006 Plan includes the termination of employment of certain employees in various locations worldwide, the consolidation of certain worldwide wine selling and administrative functions, the consolidation of certain warehouse and production functions, the termination of various contracts, investment in new assets and the reconfiguration of certain existing assets. The Company expects all costs associated with the Fiscal 2006 Plan to be recognized in its Consolidated Statements of Operations by February 28, 2009, with related cash expenditures also to be completed by February 28, 2009.

     Vincor Plan —

     In July 2006, the Company announced a plan to restructure and integrate the operations of Vincor (the “Vincor Plan”). The objective of the Vincor Plan is to achieve operational efficiencies and eliminate redundant costs resulting from the Vincor Acquisition, as well as to achieve greater efficiency in sales, marketing, administrative and operational activities. The Vincor Plan includes the elimination of certain employment redundancies, primarily in the U.S., U.K. and Australia, and the termination of various contracts. The Company expects all costs associated with the Vincor Plan to be recognized in its Consolidated Statements of Operations by February 28, 2009, with related cash expenditures to be completed by February 29, 2012.

     Fiscal 2007 Wine Plan —

     In August 2006, the Company announced a plan to invest in new distribution and bottling facilities in the U.K. and to streamline certain Australian wine operations (collectively, the “Fiscal 2007 Wine Plan”). The U.K. portion of the plan includes new investments in property, plant and equipment and certain disposals of property, plant and equipment, and is expected to increase wine bottling capacity and efficiency and reduce costs of transport, production and distribution. The U.K. portion of the plan also includes costs for employee terminations. The Australian portion of the plan includes the buy-out of certain grape supply and processing contracts and the sale of certain property, plant and equipment. The initiatives are part of the Company’s ongoing efforts to maximize asset utilization, further reduce costs and improve long-term return on invested capital throughout its international operations. The Company expects all costs associated with the Fiscal 2007 Wine Plan to be recognized in its Consolidated Statements of Operations by February 28, 2011, with related cash expenditures also to be completed by February 28, 2011.

     Fiscal 2008 Plan —

     During November 2007, the Company initiated its plans to streamline certain of its international operations, including the consolidation of certain winemaking and packaging operations in Australia, the buy-out of certain grape processing and wine storage contracts in Australia, equipment relocation costs in Australia, and certain employee termination costs. In addition, the Company incurred certain other restructuring charges during the third quarter of fiscal 2008 in connection with the consolidation of certain spirits production processes in the U.S. In January 2008, the Company announced its plans to streamline certain of its operations in the U.S., primarily in connection with the restructuring and integration of the operations acquired in the BWE Acquisition (the “U.S. Initiative”). These initiatives will collectively be referred to as the “Fiscal 2008 Plan”. The Fiscal 2008 Plan is part of the Company’s ongoing efforts to maximize asset utilization, further reduce costs and improve long-term return on invested capital throughout its domestic and international operations. The Company expects all costs associated with the Fiscal 2008 Plan to be recognized in its Consolidated Statements of Operations by February 28, 2010, with related cash expenditures also to be completed by February 28, 2010.

     Australian Initiative —

     During August 2008, the Company announced a plan to sell certain assets and implement operational changes designed to improve the efficiencies and returns associated with the Australian business, primarily by consolidating certain winemaking and packaging operations and reducing the Company’s overall grape supply due to reduced capacity needs resulting from a streamlining of the Company’s product portfolio (the “Australian Initiative”).

     The Australian Initiative includes the planned sale of three wineries and more than 20 vineyard properties, a streamlining of the Company’s wine product portfolio and production footprint, the buy-out and/or renegotiation of certain grape supply and other contracts, equipment relocations and costs for employee terminations. Included in the Company’s restructuring charges on its Consolidated Statements of Operations for the six months and the three months ended August 31, 2008, respectively, is $31.5 million of non-cash charges for the write-down of property, plant and equipment, net, in connection with the Australian Initiative (which are excluded from the restructuring liability rollforward table below). As of August 31, 2008, the Company had $71.2 million of assets held for sale which are included in property, plant and equipment, net on the Company’s Consolidated Balance Sheets. The Company expects all costs associated with the Australian Initiative to be recognized in its Consolidated Statements of Operations by February 28, 2010, with related cash expenditures to be completed by February 28, 2010.

     Restructuring charges consisting of employee termination benefit costs, contract termination costs, and other associated costs are accounted for under either Statement of Financial Accounting Standards No. 112 (“SFAS No. 112”), “Employers’ Accounting for Postemployment Benefits — an Amendment of FASB Statements No. 5 and 43” or Statement of Financial Accounting Standards No. 146 (“SFAS No. 146”), “Accounting for Costs Associated with Exit or Disposal Activities,” as appropriate. Employee termination benefit costs are accounted for under SFAS No. 112, as the Company has had several restructuring programs which have provided employee termination benefits in the past. The Company includes employee severance, related payroll benefit costs such as costs to provide continuing health insurance, and outplacement services as employee termination benefit costs. Contract termination costs, and other associated costs including, but not limited to, facility consolidation and relocation costs are accounted for under SFAS No. 146. Per SFAS No. 146, contract termination costs are costs to terminate a contract that is not a capital lease, including costs to terminate the contract before the end of its term or costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. The Company includes costs to terminate certain operating leases for buildings, computer and IT equipment, and costs to terminate contracts, including distributor contracts and contracts for long-term purchase commitments, as contract termination costs. Per SFAS No. 146, other associated costs include, but are not limited to, costs to consolidate or close facilities and relocate employees. The Company includes employee relocation costs and equipment relocation costs as other associated costs.

     Details of each plan are presented in the following table. “Other Plans” consist primarily of the Robert Mondavi Plan.

										Fiscal
						Fiscal				2007								Fiscal
		Australian				2008				Wine				Vincor				2006				Other
(in millions)		Initiative				Plan				Plan				Plan				Plan				Plans				Total
Restructuring liability, February 29, 2008		$	—			$	26.2			$	3.2			$	5.0			$	1.0			$	3.8			$	39.2
BWE Acquisition			—				1.0				—				—				—				—				1.0
Vincor Acquisition			—				—				—				0.2				—				—				0.2
Other acquisition			—				—				—				—				—				0.9				0.9
Restructuring charges:
Employee termination benefit costs			—				0.3				—				—				—				—				0.3
Contract termination costs			—				—				—				—				0.1				(0.2	)			(0.1	)
Facility consolidation/relocation costs			—				0.3				—				—				—				—				0.3
Restructuring charges, May 31, 2008			—				0.6				—				—				0.1				(0.2	)			0.5
Employee termination benefit costs			1.3				(0.4	)			1.2				—				—				—				2.1
Contract termination costs			—				1.1				—				—				0.6				—				1.7
Facility consolidation/relocation costs			—				0.2				—				—				—				—				0.2
Restructuring charges, August 31, 2008			1.3				0.9				1.2				—				0.6				—				4.0
Total restructuring charges			1.3				1.5				1.2				—				0.7				(0.2	)			4.5
Cash expenditures			(0.4	)			(21.9	)			(0.3	)			(1.4	)			(1.0	)			(0.8	)			(25.8	)
Foreign currency translation adjustments			—				—				(0.3	)			(0.3	)			—				—				(0.6	)
Restructuring liability, August 31, 2008		$	0.9			$	6.8			$	3.8			$	3.5			$	0.7			$	3.7			$	19.4

     In connection with the Company’s BWE Acquisition, Vincor Acquisition and Robert Mondavi acquisition, the Company accrued $21.2 million, $39.6 million and $50.5 million of liabilities for exit costs, respectively, as of the respective acquisition date. As of August 31, 2008, the balances of the BWE, Vincor and Robert Mondavi purchase accounting accruals were $4.6 million, $3.1 million and $3.2 million, respectively. As of February 29, 2008, the balances of the BWE, Vincor and Robert Mondavi purchase accounting accruals were $17.3 million, $3.8 million and $3.8 million, respectively.

     In addition, the following table presents other costs incurred in connection with the Australian Initiative, Fiscal 2008 Plan, Fiscal 2007 Wine Plan, the Vincor Plan, the Fiscal 2006 Plan and Other Plans:

										Fiscal
						Fiscal				2007								Fiscal
		Australian				2008				Wine				Vincor				2006				Other
(in millions)		Initiative				Plan				Plan				Plan				Plan				Plans				Total
For the Six Months Ended August 31, 2008
Accelerated depreciation/inventory write-down (cost of product sold)		$	48.2			$	3.4			$	2.3			$	—			$	—			$	—			$	53.9
Asset write-down/other costs (selling, general and administrative expenses)		$	1.8			$	0.8			$	2.5			$	0.1			$	—			$	—			$	5.2
Asset impairment (impairment of intangible assets)		$	21.8			$	—			$	—			$	—			$	—			$	—			$	21.8
Acquisition-related integration costs		$	—			$	5.2			$	—			$	0.4			$	—			$	0.5			$	6.1
For the Six Months Ended August 31, 2007
Accelerated depreciation/inventory write-down (cost of product sold)		$	—			$	—			$	2.3			$	0.1			$	1.9			$	—			$	4.3
Asset write-down/other costs (selling, general and administrative expenses)		$	—			$	—			$	1.2			$	—			$	0.2			$	—			$	1.4
Acquisition-related integration costs		$	—			$	—			$	—			$	3.3			$	—			$	0.3			$	3.6
For the Three Months Ended August 31, 2008
Accelerated depreciation/inventory write-down (cost of product sold)		$	48.2			$	0.6			$	1.1			$	—			$	—			$	—			$	49.9
Asset write-down/other costs (selling, general and administrative expenses)		$	1.8			$	0.1			$	1.7			$	0.1			$	—			$	—			$	3.7
Asset impairment (impairment of intangible assets)		$	21.8			$	—			$	—			$	—			$	—			$	—			$	21.8
Acquisition-related integration costs		$	—			$	1.4			$	—			$	0.2			$	—			$	0.2			$	1.8
For the Three Months Ended August 31, 2007
Accelerated depreciation/inventory write-down (cost of product sold)		$	—			$	—			$	1.2			$	—			$	0.9			$	—			$	2.1
Asset write-down/other costs (selling, general and administrative expenses)		$	—			$	—			$	0.9			$	—			$	—			$	—			$	0.9
Acquisition-related integration costs		$	—			$	—			$	—			$	1.5			$	—			$	0.1			$	1.6