SEC Comment Letter 0000000000-23-005247 to CONSTELLATION BRANDS, INC. (STZ) (CIK 0000016918) (STZ)
CONSTELLATION BRANDS, INC. (STZ) (CIK 0000016918)
Date: May 16, 2023 · CIK: 0000016918 · Accession: 0000000000-23-005247
AI Filing Summary & Sentiment
File numbers found in text: 001-08495
Referenced dates: March 9, 2023
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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
FirstName LastNameGarth Hankinson
Comapany NameConstellation Brands, Inc.
May 16, 2023 Page 2
FirstName LastNameGarth Hankinson
Constellation Brands, Inc.
May 16, 2023
Page 2
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.
FirstName LastNameGarth Hankinson
Comapany NameConstellation Brands, Inc.
May 16, 2023 Page 3
FirstName LastName
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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing