ˆ1JK993WP=ZWB6M79Š 1JK993WP=ZWB6M7 ACWIN-CTXP82 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.1 MWRdupes0in27-Feb-2009 06:54 EST 61023 FS 1 1* FORM 10-K WITH WRAP TAM CLN PS IFV 1C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 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 0-24341 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.) Two Bala Plaza, Suite #300, Bala Cynwyd, PA 19004 (Address of Principal Executive Offices) (Zip code) Registrant’s telephone number, including area code: (610) 660-7817 Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $0.01 per share (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 È 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 È 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 È 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. ‘. 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 È 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 È The aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 2008, was approximately $797,718,384.30 (based on the closing price of the registrant’s common stock on the NASDAQ Global Select Market) As of February 25, 2009, the registrant had 49,444,874 shares of common stock outstanding. Documents Incorporated by Reference Portions of the proxy statement for the annual meeting of stockholders to be held on April 30, 2009 are incorporated by reference into Part III. ˆ1JK993WQM5VPLS79Š 1JK993WQM5VPLS7 WCRFBU-MWS-CX02 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.1.15 MWRmoham3dc 01-Mar-2009 17:49 EST 61023 TOC 1 4* FORM 10-K WITH WRAP START PAGE TAM CLN PS PMT 1C TABLE OF CONTENTS Page PART I Item 1. Business ..................................................................... 2 Item 2. Properties .................................................................... 23 Item 3. Legal Proceedings ............................................................. 24 Item 4. Submission of Matters to a Vote of Security Holders .................................. 24 PART II Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters ................. 25 Item 6. Selected Financial Data ......................................................... 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation ..... 27 Item 7A. Quantitative and Qualitative Disclosures about Market Risk ............................ 51 Item 8. Financial Statements and Supplementary Data ....................................... 53 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure .... 97 Item 9A. Controls and Procedures ......................................................... 97 PART III Item 10. Directors and Executive Officers of the Registrant .................................... 99 Item 11. Executive Compensation ........................................................ 99 Item 12. Security Ownership of Certain Beneficial Owners and Management ...................... 99 Item 13. Certain Relationships and Related Transactions ...................................... 99 Item 14. Principal Accountant Fees and Services ............................................ 99 PART IV Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K ...................... 100 Signatures ............................................................................ 101 ˆ1JK993WQLRSNBY7ÈŠ 1JK993WQLRSNBY7 WCRFBU-MWS-CX02 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.1.15 MWRmoham3dc01-Mar-2009 14:35 EST 61023 TX 1 4* FORM 10-K WITH WRAP TAM CLN PS PMT 1C The disclosure and analysis of Central European Distribution Corporation, or the Company, in this report contain forward-looking statements, which provide the Company’s current expectations or forecasts of future events. Forward-looking statements in this report 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 the Company’s costs and operating expenses relative to its revenues, and about the expected composition of its revenues; • statements about the Company’s consummation and integration of its acquisitions, including future acquisitions the Company may make; • information about the impact of Polish, Hungarian and Russian regulations on the Company’s business; • other statements about the Company’s plans, objectives, expectations and intentions; and • other statements that are not historical facts. Words such as “believes”, “anticipates” and “intends” 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. 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. 1 ˆ1JK993WQLS0YW07gŠ 1JK993WQLS0YW07 WCRFBU-MWS-CX02 CENTRAL EUROPEAN DIS RR Donnelley ProFile10.1.15 MWRmoham3dc 01-Mar-2009 14:36 EST 61023 TX 2 5* FORM 10-K WITH WRAP START PAGE TAM CLN PS PMT 1C 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. We are Central and Eastern Europe’s largest integrated spirit beverages business with our primary operations in Poland, Hungary and Russia. In Poland, we are the largest vodka producer by value and volume and produce the Absolwent, Zubrówka, Bols and Soplica brands, among others. In Russia, we produce and sell one of the leading vodkas in the premium segment, Parliament Vodka. Through our investment in the Russian Alcohol Group, referred to as RAG, we also produce and sell the number one selling vodka in Russia, Green Mark, a mainstream brand. In addition, we produce and distribute Royal Vodka, the number one selling vodka in Hungary. We also currently export our products to many markets around the world. We are also the leading distributor of alcoholic beverages in Poland and a leading importer of spirits, wine and beer in Poland, Russia and Hungary. We currently import to those countries on an exclusive basis many leading brands of spirits and wine, including internationally recognized brands. The production, sales and distribution of alcoholic beverages is typically a seasonal business. The fourth quarter is typically the