United States securities and exchange commission logo
May 16, 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
Form 8-K
Filed April 6, 2023
Response Letter
Dated March 9, 2023
File No. 001-08495
Dear Garth Hankinson:
We have reviewed your March 9, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
February 27, 2023 letter.
Form 8-K filed April 6, 2023
Exhibit 99.1, page 1
1. We note your response
to prior comment 2 and the revisions to your disclosures related to
Consolidated EBIT. We
also note in the tabular presentation on page 1 of your recent
earnings release you
present Comparable EBIT and indicate Reported EBIT is N/A;
however, it is not
clear why Reported EBIT is N/A. It is also not clear your current
presentation complies
with Item 10(e)(1)(i)(A) of Regulation S-K. Please revise future
Garth Hankinson
FirstName LastNameGarth
Constellation Brands, Inc. Hankinson
Comapany
May NameConstellation Brands, Inc.
16, 2023
May 16,
Page 2 2023 Page 2
FirstName LastName
filings to address the following:
Revise the tabular presentation on page 1 to present Reported
EBIT, calculated based
on the applicable amounts presented on the face of your GAAP
statements of
operations, or present the most directly comparable GAAP measure;
Ensure any amount you identify as EBIT, for example on page 13,
represents EBIT,
calculated based on the applicable amounts presented on the face
of your GAAP
statements of operations and as required by the guidance in
Question 103.01 of the
Division of Corporation Finance s Compliance & Disclosure
Interpretations on Non-
GAAP Financial Measures; and
Revise the footnote to the table on page 1 to clearly indicate
Comparable and Organic
amounts represent non-GAAP financial measures.
2. We note your responses to prior comments 4 and 5 and your revised
disclosures related to
comparable adjustments; however, we also note the most material
comparable
adjustments, related to the financial statement line item Income
(loss) from
unconsolidated investments, have not been appropriately quantified and
explained as
required by Item 10(e)(1)(i)(B) of Regulation S-K. Please provide us,
and revise future
filings to address, the following:
Separately quantify and discuss each adjustment needed to
reconcile Canopy s
Reported equity earnings (losses) and Canopy s Comparable
equity earnings
(losses) on pages 3 or 16, similar to your presentation of
comparable adjustments
related to gross profit and operating income;
Separately quantify and more fully discuss each adjustment
included in the
comparable adjustments related to the financial statement line
item Income (loss)
from unconsolidated investments on page 14, similar to your
presentation of
comparable adjustments related to gross profit and operating
income; and
Consider revising the titles of the non-GAAP financial measures
you identify as
Diluted EPS Excluding Canopy, Comparable basis excluding Canopy
EIE, and
Comparable EPS, excluding Canopy EIE, since it appears the
current titles may be
confusing as several other non-GAAP financial measures you
present, including
Comparable Net income (loss) attributable to CBI, Comparable
EBIT, and
Comparable Diluted net income (loss) per share (EPS), also
exclude material losses
related to Canopy.
This comment is also applicable to non-GAAP disclosures in future
annual and quarterly
exchange act filings.
Garth Hankinson
Constellation Brands, Inc.
May 16, 2023
Page 3
You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Anne
McConnell, Staff Accountant at 202-551-3709 with any questions.
FirstName LastNameGarth Hankinson Sincerely,
Comapany NameConstellation Brands, Inc.
Division of Corporation
Finance
May 16, 2023 Page 3 Office of Manufacturing
FirstName LastName