United States securities and exchange commission logo
February 27, 2023
Garth Hankinson
Chief Financial Officer
Constellation Brands, Inc.
207 High Point Drive, Building 100
Victor, New York 14564
Re: Constellation
Brands, Inc.
Form 10-K for the
Fiscal Year Ended February 28, 2022
Filed April 21,
2022
Form 8-K
Filed April 7, 2022
File No. 001-08495
Dear Garth Hankinson:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 8-K filed on April 7, 2022
Exhibit 99.1
Summarized Segment and Income (Loss) from Unconsolidated Investments
Information, page
12
1. We note your tabular
presentations include numerous amounts; however, it is not clear if
or how the amounts
presented reconcile to consolidated amounts. In this regard, please
address the following
in future filings:
Clarify and explain
if or how the separate segment operating income (loss) amounts
reconcile to
consolidated operating income (loss) amounts;
Clarify and explain
if or how the separate segment income (loss) from unconsolidated
investments amounts
reconcile to consolidated income (loss) from unconsolidated
investments
amounts; and
Garth Hankinson
Constellation Brands, Inc.
February 27, 2023
Page 2
Clarify or explain why the amounts identified as Canopy equity
earnings (losses)
appear to represent comparable non-GAAP amounts rather than
reported GAAP
amounts.
2. We note you present a financial measure you identify as Consolidated
EBIT; however, it
appears the measure is adjusted for items you identify as comparable
adjustments; does
not represent Consolidated EBIT presented in your consolidated
statements of operations;
is the same as a measure you also identify as Comparable EBIT; and is
not appropriately
reconciled to the most directly comparable GAAP measure. Please
explain how you
determined the title of this measure and related presentation is
appropriate based on the
guidance in Questions 100.05, 103.01 and 103.02 of the Division of
Corporation
Finance s Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures or
tell us how you plan to revise the disclosures in future filings.
Reconciliations of GAAP to Non-GAAP Financial Measures, page 13
3. We note your reconciliations of GAAP to Non-GAAP Financial Measures
presented on
pages 13 and 15. We also note the format of the reconciliations
remained unchanged in
Earnings Releases you filed under Form 8-K in connection with your FY
2023 Form 10-
Qs, including the Form 8-K you filed on January 5, 2023. It appears
the
reconciliations essentially represent non-GAAP income statements.
Please explain to us
how you determined the reconciliations are appropriate based on the
revised guidance in
Question 102.10 of the Division of Corporation Finance s Compliance
& Disclosure
Interpretations on Non-GAAP Financial Measures or tell us how you plan
to revise them
in future filings.
4. We note your disclosures related to comparable adjustments on pages 14
and 16; however,
it is not clear your disclosures are appropriate and fully comply with
the requirements of
Item 10(e)(1)(i)(B) of Regulation S-K, which requires separate
quantification and
disclosure of each non-GAAP adjustment, or the guidance in Question
100.01 of the
Division of Corporation Finance s Compliance & Disclosure
Interpretations on Non-
GAAP Financial Measures, which prohibits adjustments related to normal
operating
expenses. Please explain to us why you believe the current adjustments
and related
presentation is appropriate or tell us how you plan to revise future
filings.
5. We note you present certain non-GAAP financial measures in which you
exclude the
impact of Canopy, an equity method investment. Please explain to us how
you
determined the non-GAAP financial measures are appropriate based on the
guidance in
Question 100.04 of the Division of Corporation Finance s Compliance &
Disclosure
FirstName LastNameGarth Hankinson
Interpretations on Non-GAAP Financial Measures or tell us how you plan
to revise them
Comapany NameConstellation
in future filings. Brands, Inc.
February 27, 2023 Page 2
FirstName LastName
Garth Hankinson
FirstName LastNameGarth
Constellation Brands, Inc. Hankinson
Comapany27,
February NameConstellation
2023 Brands, Inc.
February
Page 3 27, 2023 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Anne
McConnell,
Staff Accountant at 202-551-3709 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing