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ˆ200FJpsz7wJFstNV,Š 200FJpsz7wJFstNV NC8600AC350664 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.10.10 SER whitd0cm29-Feb-2012 14:13 EST 262646 FS 1 8* CEDC - 10K DFN TAM HTM ESS 0C Page 1 of 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM COMMISSION FILE NUMBER 001-35293 Central European Distribution Corporation (Exact Name of Registrant as Specified in its Charter) Delaware 54-1865271 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3000 Atrium Way, Suite 265, Mt. Laurel, New Jersey 08054 (Address of Principal Executive Offices) (Zip code) Registrant’s telephone number, including area code: (856) 273-6980 Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share Preferred Stock Purchase Rights (Title of Class) Securities registered pursuant to Section 12(g) of the Act: Not Applicable Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No ⌧ 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 ⌧ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ⌧ No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ˆ200FJpsz7wJFstNV,Š 200FJpsz7wJFstNV NC8600AC350664 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.10.10 SER whitd0cm29-Feb-2012 14:13 EST 262646 FS 1 8* CEDC - 10K DFN TAM HTM ESS 0C Page 2 of 2 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ⌧ Accelerated filer Non-accelerated filer 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 ⌧ The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2011 was approximately $768,609,968 (based on the closing price of the registrant’s common stock on the NASDAQ Global Select Market). As of February 22, 2012, the registrant had 73,139,898 shares of common stock outstanding. Documents Incorporated by Reference Portions of the definitive proxy statement for the registrant’s 2012 annual meeting of stockholders are incorporated by reference into Part III. ˆ200FJpsz7wHrWrFV&Š 200FJpsz7wHrWrFV NC8600AC350957 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.10.10 SER lehml0cm29-Feb-2012 13:18 EST 262646 TOC 1 6* CEDC - 10K DFN TAM HTM ESS 0C Page 1 of 1 TABLE OF CONTENTS Page PART I Item 1. Business 2 Item 1 A. Risk Factors 14 Item 2. Properties 23 Item 3. Legal Proceedings 25 Item 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters 26 Item 6. Selected Financial Data 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation 28 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 49 Item 8. Financial Statements and Supplementary Data 51 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 90 Item 9A. Controls and Procedures 90 PART III Item 10. Directors and Executive Officers of the Registrant 92 Item 11. Executive Compensation 92 Item 12. Security Ownership of Certain Beneficial Owners and Management 92 Item 13. Certain Relationships and Related Transactions 92 Item 14. Principal Accountant Fees and Services 92 PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 93 Signatures 94 ˆ200FJpsz9TgxvHWg1Š 200FJpsz9TgxvHWg serdoc1 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.10.10 SER pf_rend11-Feb-2012 03:34 EST 262646 TX 1 2* CEDC - 10K DFN TAM HTM ESS 0C Page 1 of 1 The disclosure and analysis of Central European Distribution Corporation in this report (and in other oral and written statements we have made or may make, including press releases containing information about our business, results of operations, financial condition, guidance and other business developments), contain forward-looking statements, which provide the Company’s current expectations or forecasts of future events. Forward-looking statements in this report and elsewhere 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 affiliates operate, as well as the integration of recent acquisitions and other investments and the effect of such acquisitions and other investments on the Company; • statements about the expected level of the Company’s costs and operating expenses relative to its revenues, and about the expected composition of its revenues; • information about the impact of governmental regulations on the Company’s businesses; • statements about local and global credit markets, currency exchange rates and economic conditions; • other statements about the Company’s plans, objectives, expectations and intentions, including with respect to its credit facility and other outstanding indebtedness; and • other statements that are not historical facts. Words such as “believes”, “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the factors described in the section entitled “Risk Factors” in this report. Other factors besides those described in this report could also affect actual results. You should carefully consider the factors described in the section entitled “Risk Factors” in evaluating the Company’s forward- looking statements. 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 industries in which we operate, and the effects of acquisitions and other investments 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 this and other reports and documents that we have filed with or furnished to the SEC for a more complete discussion of the factors and risks that could affect our future performance and the industry in which we operate, including the risk factors described in this Annual Report on Form 10-K. 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, which speak only as of the date of this report. The Company undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this report, or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks the Company describes in the reports it files from time to time with the Securities and Exchange Commission, or SEC. In this Form 10-K and any amendment or supplement hereto, unless otherwise indicated, the terms “CEDC”, the “Company”, “we”, “us”, and “our” refer and relate to Central European Distribution Corporation, a Delaware corporation, and, where appropriate, its subsidiaries. ˆ200FJpsz7vol5tt!zŠ 200FJpsz7vol5tt! NC8600AC350965 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.10.10 SER joynm0cm 27-Feb-2012 15:21 EST 262646 TX 2 3* CEDC - 10K DFN START PAGE TAM HTM ESS 0C Page 1 of 1 PART I Item 1. 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.