Blog: CONSTELLATION BRANDS, INC. : Results of Operations and Financial Condition, Regulation FD Disclosure (form 8-K) – marketscreener.com

Item 2.02 Results of Operations and Financial Condition.

On January 6, 2022, Constellation Brands, Inc. (“Constellation” or the
“Company”), a Delaware corporation, issued a news release (the “release”)
announcing its financial condition and results of operations as of and for the
third fiscal quarter ended November 30, 2021. A copy of the release is attached
hereto as Exhibit 99.1 and incorporated herein by reference. The projections
constituting the guidance included in the release involve risks and
uncertainties, the outcome of which cannot be foreseen at this time; therefore,
actual results may vary materially from these forecasts. In this regard, see the
information included in the release under the caption “Forward-Looking
Statements.”

The information in the release is “furnished” and not “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject
to the liabilities of that section. Such information may be incorporated by
reference in another filing under the Securities Exchange Act of 1934 or the
Securities Act of 1933 only if and to the extent such subsequent filing
specifically references the information incorporated by reference herein.

The release contains non-GAAP financial measures; in the release these are
referred to as “comparable” or “organic” measures. For purposes of Regulation G,
a non-GAAP financial measure is a numerical measure of a registrant’s historical
or future financial performance, financial position or cash flows that excludes
amounts, or is subject to adjustments that have the effect of excluding amounts,
that are included in the most directly comparable measure calculated and
presented in accordance with GAAP in the statement of income, balance sheet, or
statement of cash flows (or equivalent statements) of the issuer; or includes
amounts, or is subject to adjustments that have the effect of including amounts,
that are excluded from the most directly comparable measure so calculated and
presented. In this regard, GAAP refers to generally accepted accounting
principles in the United States. Pursuant to the requirements of Regulation G,
the Company has provided reconciliations within the release of the non-GAAP
financial measures to the most directly comparable GAAP financial measures.

Comparable measures, including those presenting the impact of the Company’s
equity method investment in Canopy Growth Corporation (“Canopy”), and organic
net sales measures are provided because management uses this information in
monitoring and evaluating the results and underlying business trends of the core
operations of the Company, its investment in Canopy, and/or in internal goal
setting. In addition, the Company believes this information provides investors
valuable insight on underlying business trends and results in order to evaluate
year-over-year financial performance.

Item 7.01 Regulation FD Disclosure.

On January 6, 2022, Constellation issued a news release, a copy of which release
is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In addition, on January 5, 2022, the Company’s Board of Directors declared a
quarterly cash dividend in the amount of $0.76 per issued and outstanding share
of the Company’s Class A Common Stock, $0.69 per issued and outstanding share of
the Company’s Class B Common Stock, and $0.69 per issued and outstanding share
of the Company’s Class 1 Common Stock, in each case payable on February 23,
2022, to stockholders of record of each respective class as of the close of
business on February 9, 2022.

References to Constellation’s website and/or other social media sites or
platforms in the release do not incorporate by reference the information on such
websites, social media sites or platforms into this Current Report on Form 8-K,
and Constellation disclaims any such incorporation by reference. The information
in the news release attached as Exhibit 99.1 is incorporated by reference into
this Item 7.01 in satisfaction of the public disclosure requirements of
Regulation FD. This information is “furnished” and not “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 and is not otherwise subject
to the liabilities of that section. Such information may be incorporated by
reference in another filing under the Securities Exchange Act of 1934 or the

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Securities Act of 1933 only if and to the extent such subsequent filing
specifically references the information incorporated by reference herein.

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