CONSTELLATION BRANDS, INC. — Earnings Release 2009

Mar 25, 2009

8-K 1 v143807_8k.htm Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.4 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 25, 2009

| CONSTELLATION BRANDS,
INC. |
| --- |
| (Exact
name of registrant as specified in its
charter) |

Delaware	001-08495	16-0716709
(State
or other jurisdiction of
incorporation)	(Commission File
Number)	(IRS
Employer Identification
No.)

207 High Point Drive, Building 100, Victor, NY 14564

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (585) 678-7100

| 370
Woodcliff Drive, Suite 300, Fairport,
NY 14450 |
| --- |
| (Former
name or former address, if changed since last
report) |

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

Item 2.02. Results of Operations and Financial Condition.

On March 25, 2009, Constellation Brands, Inc. (the “Company”), a Delaware corporation, issued a news release (the “release”) announcing certain information regarding its financial condition and results of operations as of and for the fourth fiscal quarter and full year ended February 28, 2009, including, with respect to the completed period, its estimates regarding diluted earnings per share, together with certain related expectations, and its estimate regarding free cash flow. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The projections constituting the guidance included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time and, therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the release under the caption “Forward-Looking Statements.”

The information in the release is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

The release contains non-GAAP financial measures; in the release these are referred to as “comparable” measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

Comparable measures are provided because management uses this information in evaluating the results of the continuing operations of the Company and/or in internal goal setting. In addition, the Company believes this information provides investors better insight on underlying business trends and results in order to evaluate year over year financial performance. As such, the following items, when appropriate, are excluded from comparable results: the flow through of adverse grape cost associated with an acquisition; the flow through of inventory step-up associated with acquisitions and investments in equity method investees; accelerated depreciation in connection with certain restructuring activities; the write-down of inventory in connection with certain restructuring activities, the disposal of a business and other items; other costs incurred in connection with certain restructuring and/or integration activities; losses in connection with the disposal of a business and/or assets, including assets held for sale; impairments of certain goodwill and intangible assets; restructuring charges; acquisition-related integration costs; impairments of certain equity method investments; and the recognition of income tax expense in connection with the gain on settlement of certain foreign currency economic hedges.

Item 7.01. Regulation FD Disclosure.

On March 25, 2009, the Company issued a news release, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Among other items, the news release provided certain information regarding the Company’s estimates for diluted earnings per share and free cash flow for the fiscal year ended February 28, 2009, as well as information about the recent completion of the Company’s previously-announced sale of its value spirits business.

References to the Company’s website in the release do not incorporate by reference the information on the website into this Current Report on Form 8-K and the Company disclaims any such incorporation by reference. The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	News
Release of Constellation Brands, Inc. dated March 25,
2009.

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 hereunto duly authorized.

| Date: March
25, 2009 | |
| --- | --- |
| By: | /s/ Robert Ryder |
| | Robert
Ryder |
| | Executive
Vice President and Chief
Financial Officer |

INDEX TO EXHIBITS

Exhibit No.	Description
(1)	UNDERWRITING
AGREEMENT
	Not
Applicable.
(2)	PLAN
OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
SUCCESSION
	Not
Applicable.
(3)	ARTICLES
OF INCORPORATION AND BYLAWS
	Not
Applicable.
(4)	INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
	Not
Applicable.
(7)	CORRESPONDENCE
FROM AN INDEPENDENT ACCOUNTANT REGARDING NON-RELIANCE ON A PREVIOUSLY
ISSUED AUDIT REPORT OR COMPLETED INTERIM REVIEW
	Not
Applicable.
(14)	CODE
OF ETHICS
	Not
Applicable.
(16)	LETTER
RE CHANGE IN CERTIFYING ACCOUNTANT
	Not
Applicable.
(17)	CORRESPONDENCE
ON DEPARTURE OF DIRECTOR
	Not
Applicable.
(20)	OTHER
DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
	Not
Applicable.
(23)	CONSENTS
OF EXPERTS AND COUNSEL
	Not
Applicable.
(24)	POWER
OF ATTORNEY
	Not
Applicable.

| (99) | ADDITIONAL
EXHIBITS |
| --- | --- |
| (99.1) | News
Release of Constellation Brands, Inc. dated March 25,
2009. |
| (100) | XBRL-RELATED
DOCUMENTS |
| | Not
Applicable. |