F I S C A L Y E A R 2 0 21 S U M M A R Y A N N U A L R E P O R T
W O RT H
R E AC H I N G
F O R
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DEAR
SHAREHOLDERS
In what was one of the most challenging years in recent memory, our business, our brands, our people, and our communities
were tested in ways we could not have predicted.
But best-in-class companies prove to be resilient and adaptable in times of uncertainty. I am extremely proud to say this was
certainly the case for our Constellation Brands team in Fiscal 2021.
Our team’s agility, passion, and relentless focus on the consumer—aided by the strength and support of our distributor and
retailer partners—allowed us to overcome many headwinds to deliver an exceptional performance. At the onset of the
pandemic, we committed to making decisions that prioritized the physical and economic safety, health and well-being of our
employees and to continue to manage our business with discipline, ensuring appropriate balance between short-term needs
and positioning our company for long-term growth.
As a result, we enter Fiscal 2022 from a position of strength and
are well-equipped to execute against our strategic vision to drive
sustainable, long-term success for our business and deliver meaningful
returns to our shareholders.
During Fiscal 2021, we achieved strong earnings growth and
generated record free cash flow, while significantly reducing debt.
This strong performance was anchored by our Beer business, which
delivered double-digit operating income and net sales growth of 8%,
marking the 11th consecutive year of growth for this business and
reinforcing our leadership position in the high-end of the U.S. Beer
market. We drove exceptional performance across our Beer portfolio,
led by Modelo Especial, which grew double digits to surpass 145
million cases sold, making it the only imported beer to ever surpass 10
million barrels in volume.(1) Modelo Especial is now the #3 best-selling
beer in the U.S., with ample runway for continued growth in the years
ahead. Corona Extra, the #6 best-selling beer in the U.S., continues
to be one of the country’s most loved brands. Corona Extra grew
IRI dollar sales by 11%, surpassing $2 billion in retail sales last year.
And recent brand extensions that align with the emerging consumer
betterment trend such as Corona Premier (depletions up nearly 20%
in Fiscal 2021) and Corona Hard Seltzer (the most successful new
product launch in company history) were major contributors to growth
for the Corona Brand Family.
Our Wine & Spirits consumer-led premiumization strategy continued
to gain traction during the fiscal year. Our divestiture of a number of
lower-end wine brands positions this business for enhanced growth
and profitability going forward. Our retained Wine & Spirits portfolio
delivered net sales growth for the fiscal year, driven by double-digit
BEER BUSINESS REINFORCES LEADERSHIP
POSITION
FY21 marked the 11th consecutive year
of growth for our beer business, driven by
Modelo Especial—now the #3 beer brand
in the US—and Corona Extra, the #6 best-
selling brand.
WINE & SPIRITS PREMIUMIZATION
STR ATEGY GAINS TR ACTION
The divestiture of a number of lower-
end wine brands positions the business
for enhanced growth, with our retained
portfolio delivering net sales growth
for the fiscal year.
LEVER AGING OUR INFLUENCE AND VOICE
Our teams and brands stepped up to
contribute nearly $6 million to support
pandemic relief, and established our Focus
on Minority Founders program to invest
$100 million in Black- and minority-owned
businesses by 2030.
Constellation Brands, Inc. FY 2021 Summary Annual Report
#WORTHREACHINGFOR
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volume growth for Meiomi, Kim Crawford, and The Prisoner Wine Company Brand Family. Impactful innovations including
Meiomi Cabernet Sauvignon, Kim Crawford Illuminate and The Prisoner Unshackled (which became the #1 high-end new
brand in IRI channels for fiscal 2021) also contributed to growth.
Canopy Growth Corporation has made significant progress in strengthening its position in core markets and taking steps
to prepare for legalization of cannabis in the U.S. Canopy’s successful rollout of cannabis beverages, as well as other Rec
2.0(2) products, has helped Canopy gain momentum. During the year, Canopy had the top three beverages in the Canadian
recreational market,(3) and has recently introduced its popular Quatreau CBD beverages in the U.S. Canopy’s Storz & Bickel,
BioSteel, and Martha Stewart-branded products also gained traction throughout the year.(4)
In addition to driving our business forward, our team also stepped up to help industry partners and communities impacted by
the pandemic and natural disasters, and to play an active role in combatting social injustice in the U.S.
With the support of our brands, the company has contributed nearly $6 million to assist industry partners and underserved
communities impacted by the pandemic. We committed $10 million to the Clear Vision Fund, designed to invest in minority-
owned businesses, primarily those operating in underserved Black and Latinx communities. This contribution is part of our
broader commitment to invest $100 million over the next 10 years in Black, Latinx, and minority-owned businesses in the
beverage alcohol space and adjacent categories. And we’ve taken steps to create forums for discussion, awareness-building,
education, and allyship in support of our Asian colleagues in response to the disturbing trend of violence against members of
the Asian community in the U.S.
As we look ahead, our goal is to consistently deliver industry-leading total shareholder returns over the long-term. We will
accomplish this with a focus on a few key pillars:
• Continue building strong brands people love with advantaged routes to market.
• Build a culture that is consumer-obsessed and leverages robust innovation capabilities to stay on the forefront
of consumer trends.
• Deliver on impactful ESG (Environmental, Social, and Governance) initiatives that we believe are not only
good business, but also good for the world.
We have daring ambitions for the future. But it is our
team’s proven ability to be bold, courageous brand
builders dedicated to delivering what’s next that gives
me confidence that Constellation will remain a relentless
growth story for years to come. I want to thank our
employees, partners, and shareholders for your continued
confidence and support as we strive to build a company
that, in all aspects, is truly Worth Reaching For.
Bill Newlands
President & CEO
IRI, Total U.S. Multi-Outlet + Convenience, 52 weeks ending Feb 21, 2021 source for all market data, unless otherwise noted
(1) Beer Marketer’s Insights, Calendar Year 2020
(2) Rec 2.0 refers to Canopy’s portfolio of products made federally legal in Canada as of October 17, 2019 under Canada’s “Cannabis 2.0,”
which include cannabis-derivative products, including cannabis-infused beverages, edibles, and concentrates used in vaping
(3) Canopy Growth Corporation Proprietary Market Tracker
(4) Canopy Growth Corporation, Q3 FY21 Earnings Presentation
Constellation Brands, Inc. FY 2021 Summary Annual Report
#WORTHREACHINGFOR
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FISCAL 2021 HIGHLIGHTS
2013
2014
2015
2016
8 CONSECUTIVE YEARS
AS A CPG GROWTH LEADER
HIGHEST NUMBER OF CONSECUTIVE YEARS AMONG LARGE CPG COMPANIES
2017
2018
2019
2020
Source: BCG and IRi Growth Leaders in CPG 2020
$5B
TO SHAREHOLDERS
Committed to return $5 billion to
shareholders by FY23 in the form of
dividends and share repurchases.
$1.7B
REDUCTION IN DEBT
Reduced debt by $1.7 billion
during fi scal 2021.
$2.8B
OPERATING CASH FLOW
Generated record operating cash
fl ow of $2.8 billion for fi scal 2021.
Constellation Brands, Inc. FY 2021 Summary Annual Report
#WORTHREACHINGFOR
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 28, 2021
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 001-08495
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Delaware
16-0716709
207 High Point Drive, Building 100, Victor, New York 14564
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code (585) 678-7100
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A Common Stock
Class B Common Stock
Trading Symbol(s)
STZ
STZ.B
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Table of Contents The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the
closing sales prices of the registrant’s Class A and Class B Common Stock as reported on the New York Stock Exchange as of the last business
day of the registrant’s most recently completed second fiscal quarter was $29,984,320,148.
The number of shares outstanding with respect to each of the classes of common stock of Constellation Brands, Inc., as of April 14, 2021, is
set forth below:
Class
Class A Common Stock, par value $.01 per share
Class B Common Stock, par value $.01 per share
Class 1 Common Stock, par value $.01 per share
Number of Shares Outstanding
170,152,810
23,261,188
613,717
The Proxy Statement of Constellation Brands, Inc. to be issued for the Annual Meeting of Stockholders which is expected to be
held July 20, 2021 is incorporated by reference in Part III to the extent described therein.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS
DEFINED TERMS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
SIGNATURES
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers, and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
i
iii
1
15
NA
28
28
NA
29
NA
30
52
54
NA
115
NA
116
116
116
117
117
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126
Table of Contents [This page intentionally left blank]
Table of Contents This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-
looking statements are subject to a number of risks and uncertainties, many of which are beyond our control,
which could cause actual results to differ materially from those set forth in, or implied by, such forward-looking
statements. All statements other than statements of historical fact included in this Annual Report on Form 10-K are
forward-looking statements, including without limitation:
•
•
•
•
•
•
•
◦
◦
◦
◦
The statements regarding the current global COVID-19 pandemic.
The statements regarding the potential impact to supply, production levels, and costs due to wildfires.
The statements under Item 1. “Business” and Item 7. “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” regarding:
◦
our business strategy, future operations, future financial position, future net sales and expected
volume trends, future marketing spend, expected effective tax rates and anticipated tax liabilities,
prospects, plans, and objectives of management;
information concerning expected or potential actions of third parties, including potential changes
to international trade agreements, tariffs, taxes, and other governmental rules and regulations;
information concerning the future expected balance of supply and demand for our products;
timing and source of funds for operating activities and November 2018 Canopy warrant exercises,
if any;
the manner, timing, and duration of the share repurchase program and source of funds for share
repurchases; and
the amount and timing of future dividends.
◦
The statements regarding our beer expansion, construction, and optimization activities, including
anticipated costs and timeframes for completion, discussions with government officials in Mexico, and
expected impairment of non-recoverable brewery construction assets.
The statements regarding:
◦
◦
◦
◦
◦
the volatility of the fair value of our investment in Canopy measured at fair value;
our activities surrounding our investment in Canopy;
our targeted leverage ratio;
the November 2018 Canopy Warrants; and
our future ownership level in Canopy and our future share of Canopy’s reported earnings and
losses.
The statements regarding the Wine and Spirits Divestitures, including potential amount of contingent
consideration, amount and use of proceeds, and any future restructuring charge.
The statements regarding Canopy’s expectations and the transaction with Acreage.
When used in this Annual Report on Form 10-K, the words “anticipate,” “intend,” “expect,” and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain such identifying words. All forward-looking statements speak only as of the date of this Annual Report on
Form 10-K. We undertake no obligation to update or revise any forward-looking statements, whether as a result of
new information, future events, or otherwise. Although we believe that the expectations reflected in the forward-
looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. In
addition to the risks and uncertainties of ordinary business operations and conditions in the general economy and
markets in which we compete, our forward-looking statements contained in this Annual Report on Form 10-K are
also subject to the risk and uncertainty that:
•
•
the duration and impact of the COVID-19 pandemic, including but not limited to the efficacy of the
vaccine rollout, the closure of non-essential businesses, which may include our manufacturing facilities,
and other associated governmental containment actions, may vary from our current expectations, and
the increase in cyber-security attacks that have occurred while non-production employees work
remotely;
the actual impact to supply, production levels, and costs due to wildfires may vary from our current
expectations due to, among other reasons, the actual severity and geographical reach of wildfires;
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I i
Table of Contents •
•
•
•
•
•
•
•
•
•
•
the actual balance of supply and demand for our products and percentage of our portfolio distributed
through any particular distributor will vary from current expectations due to, among other reasons,
actual raw material supply, actual shipments to distributors, and actual consumer demand;
the actual demand, net sales, and volume trends for our products will vary from current expectations
due to, among other reasons, actual shipments to distributors, and actual consumer demand;
the amount, timing, and source of funds for any share repurchases or Canopy warrant exercises, if any,
may vary due to market conditions; our cash and debt position; the impact of the beer operations
expansion activities; the impact of our investment in Canopy; any future exercise of the November
2018 Canopy Warrants; the expected impacts of the Wine and Spirits Divestitures; and other factors as
determined by management from time to time;
the amount and timing of future dividends may differ from our current expectations if our ability to use
cash flow to fund dividends is affected by unanticipated increases in total net debt, we are unable to
generate cash flow at anticipated levels, or we fail to generate expected earnings;
the fair value of our investment in Canopy may vary due to market and economic conditions in
Canopy’s markets and business locations;
the accuracy of management’s projections relating to the Canopy investment may vary from
management’s current expectations due to Canopy’s actual results of operations and market and
economic conditions;
the timeframe and actual costs associated with the beer operations expansion activities and amount of
impairment for non-recoverable brewery expansion assets in Mexico may vary from management’s
current expectations due to market conditions, our cash and debt position, receipt of required
regulatory approvals by the expected dates and on the expected terms, results of discussions with
government officials in Mexico, actual amount of non-recoverable brewery expansion assets, and other
factors as determined by management;
the actual restructuring charge, if any, associated with the Wine and Spirits Divestitures will vary based
on management’s final plans;
the amount of contingent consideration if any, received in the Wine and Spirits Divestitures will depend
on actual future brand performance;
any impact of U.S. federal laws on the transaction between Acreage and Canopy or upon the
implementation of that transaction or the impact of the Acreage Transaction upon our future
ownership level in Canopy or our future share of Canopy’s reported earnings and losses, may vary from
management’s current expectations; and
our targeted leverage ratio may vary from management’s current expectations due to market
conditions, our ability to generate cash flow at expected levels, and our ability to generate expected
earnings.
Additional important factors that could cause actual results to differ materially from those set forth in or
implied by our forward-looking statements contained in this Annual Report on Form 10-K are those described in
Item 1A “Risk Factors” and elsewhere in this report and in our other filings with the Securities and Exchange
Commission.
Market positions and industry data discussed in this Annual Report on Form 10-K are as of calendar 2020
and have been obtained or derived from industry and government publications and our estimates. The industry and
government publications include: Beer Marketers Insights; Beverage Information Group; Growers Network; Impact
Databank Review and Forecast; International Wine and Spirits Research (IWSR); IRI; Beer Institute; and National
Alcohol Beverage Control Association. We have not independently verified the data from the industry and
government publications. Unless otherwise noted, all references to market positions are based on equivalent unit
volume.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I ii
Table of Contents Defined Terms
Unless the context otherwise requires, the terms “Company,” “CBI,” “we,” “our,” or “us” refer to
Constellation Brands, Inc. and its subsidiaries. We use terms in this Annual Report on Form 10-K and in our Notes
the Consolidated Financial Statements that are specific to us or are abbreviations that may not be commonly
known or used.
Term
$
2018 Authorization
2018 Credit Agreement
2018 Restatement Agreement
2019 Five-Year Term Facility
2019 Term Credit Agreement
2020 Credit Agreement
2020 Restatement Agreement
Meaning
U.S. dollars
authority to repurchase up to $3.0 billion of our Class A Common Stock and Class
B Convertible Common Stock, authorized in January 2018 by our Board of
Directors
eighth amended and restated credit agreement, dated as of September 14, 2018,
now superseded by the 2020 Credit Agreement
restatement agreement, dated as of September 14, 2018, that amended and
restated the August 2018 Credit Agreement
a $491.3 million, five-year term loan facility under the March 2020 Term Credit
Agreement, originally entered into in June 2019
a term loan credit agreement, dated as of June 28, 2019, that provided for
aggregate facilities of $491.3 million, consisting of the 2019 Five-Year Term
Facility
ninth amended and restated credit agreement, dated as of March 26, 2020,
provides for an aggregate revolving credit facility of $2.0 billion
restatement agreement, dated as of March 26, 2020, that amended and restated
the 2018 Credit Agreement
2020 Term Credit Agreement
amended and restated Term Credit Agreement, dated as of March 26, 2020
2020 Term Loan Restatement Agreement restatement agreement, dated March 26, 2020, that amended and restated the
2020 U.S. wildfires
2021 Authorization
2019 Term Credit Agreement, resulting in the March 2020 Term Credit Agreement
significant wildfires that broke out in California, Oregon, and Washington states
which affected the 2020 U.S. grape harvest
authority to repurchase up to $2.0 billion of our Class A Common Stock and
Class B Convertible Common Stock, authorized in January 2021 by our Board of
Directors
ABA
alternative beverage alcohol
Accolade Wine Investment
our remaining interest in our previously-owned Australian and European business
Acreage
Acreage Holdings, Inc.
Acreage Financial Instrument
Acreage Transaction
Administrative Agent
AFS
AOCI
August 2018 Credit Agreement
August 2018 Restatement Agreement
Ballast Point Divestiture
a call option for Canopy Growth Corporation to acquire 100% of the shares of
Acreage Holdings Inc., superseded by the New Acreage Financial Instrument
Canopy Growth Corporation’s intention to acquire Acreage Holdings, Inc. upon
U.S. federal cannabis legalization, subject to certain conditions
Bank of America, N.A., as administrative agent for applicable senior credit
facilities and term credit agreements
available-for-sale
accumulated other comprehensive income (loss)
seventh amended and restated credit agreement, dated as of August 10, 2018,
now superseded by the 2018 Credit Agreement and the 2020 Credit Agreement
restatement agreement, dated as of August 10, 2018, that amended and restated
our sixth amended and restated credit agreement, dated as of July 14, 2017,
which was our then-existing senior credit facility
sale of Ballast Point craft beer business, including a number of its associated
production facilities and brewpubs
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I iii
Table of Contents Term
Meaning
Black Velvet Divestiture
Booker Vineyard
BRGs
C$
Canopy
sale of Black Velvet Canadian Whisky business and the brand’s associated
production facility, along with a subset of Canadian whisky brands produced at
that facility, and related inventory
My Favorite Neighbor, LLC, also known as Booker Vineyard, a super-luxury, direct-
to-consumer focused wine business, we made an investment in My Favorite
Neighbor, LLC
business resource groups
Canadian dollars
Canopy Growth Corporation
Canopy Debt Securities
convertible debt securities issued by Canopy Growth Corporation
Canopy Equity Method Investment
November 2017 Canopy Investment, November 2018 Canopy Investment, and
May 2020 Canopy Investment, collectively
CARES Act
CB International
CDC
CIH
CODM
Coronavirus Aid, Relief, and Economic Security Act
CB International Finance S.à r.l., a wholly-owned subsidiary of ours
Centers for Disease Control
CIH International S.à r.l., a wholly-owned subsidiary of ours
chief operating decision maker
Comparable Adjustments
certain items affecting comparability that have been excluded by management
Concentrate Business Divestiture
sale of certain brands used in our concentrates and high-color concentrate
business, and certain intellectual property, inventory, goodwill, interests in certain
contracts, and assets of our concentrates and high-color concentrate business
Copper & Kings
Copper & Kings American Brandy Company, acquired by us
CPG
Crown
CSR
DE&I
Gallo
EHS
consumer packaged goods
Crown Imports LLC, a wholly-owned subsidiary of ours
corporate social responsibility
diversity, equity, and inclusion
E. & J. Gallo Winery
Environmental, Health, & Safety
Empathy Wines
Empathy Wines business, including a digitally-native wine brand, acquired by us
Employee Stock Purchase Plan
the Company’s employee stock purchase plan, established in 1989, under which
9,000,000 shares of Class A Common Stock may be issued
ERP
ESG
FASB
Fiscal 2019
Fiscal 2020
Fiscal 2021
Fiscal 2022
Fiscal 2023
Fiscal 2024
Fiscal 2025
enterprise resource planning system
environmental, social, and governance
Financial Accounting Standards Board
the Company’s fiscal year ended February 28, 2019
the Company’s fiscal year ended February 29, 2020
the Company’s fiscal year ended February 28, 2021
the Company’s fiscal year ending February 28, 2022
the Company’s fiscal year ending February 28, 2023
the Company’s fiscal year ending February 29, 2024
the Company’s fiscal year ending February 28, 2025
Five-Year Term Facility
Form 10-K
Four Corners
GILTI
a $1.0 billion five-year term loan facility, now under the 2020 Term Credit
Agreement
this Annual Report on Form 10-K for the fiscal year ended February 28, 2021
unless otherwise specified
Four Corners Brewing Company LLC
global intangible low-taxed income
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I iv
Table of Contents Term
Meaning
Incremental Facilities
one or more tranches of additional term loans under our senior credit facility
June 2019 Warrant Modification
June 2019 Warrant Modification Loss
Lender
LIBOR
June 2019 modification of the terms of the warrants and certain other rights
originally obtained in November 2018 which gave us the option to purchase
139.7 million common shares of Canopy Growth Corporation
our share of Canopy Growth Corporation’s additional loss resulting from the June
2019 Warrant Modification
Bank of America, N.A., as lender for each applicable term credit agreement
London Interbank Offered Rate
Long-Term Stock Incentive Plan
a stockholder-approved omnibus incentive plan that provides the ability to grant
various types of equity and cash awards to eligible plan participants
March 2020 Term Credit Agreement
amended and restated 2019 Term Credit Agreement, dated as of March 26, 2020
May 2020 Canopy Investment
MD&A
Mexicali Brewery
Mexico Beer Projects
Mission Bell
NA
Nasdaq
Nava Brewery
Nelson’s Green Brier
Net sales
May 2020 exercise of the November 2017 Canopy Warrants at an exercise price of
C$12.98 per warrant share
Management’s Discussion and Analysis of Financial Condition and Results of
Operations under Item 7. of this Annual Report on Form 10-K
brewery located in Mexicali, Baja California, Mexico
expansion activities at the Obregon Brewery and Nava Brewery
Mission Bell Winery in Madera, California
not applicable
The Nasdaq Global Select Market
brewery located in Nava, Coahuila, Mexico
Nelson’s Green Brier Distillery, LLC, acquired by us
gross sales less promotions, returns and allowances, and excise taxes
New Acreage Agreement
modification of the Acreage Transaction and related Acreage Financial Instrument
New Acreage Financial Instrument
a call option for Canopy Growth Corporation to acquire 70% of the shares of
Acreage Holdings Inc. at a fixed exchange ratio and 30% at a floating exchange
ratio
NM
not meaningful
Nobilo Wine Divestiture
sale of New Zealand-based Nobilo Wine brand and certain related assets
Note(s)
November 2017 Canopy Investment
November 2017 Canopy Warrants
November 2018 Canopy Investment
November 2018 Canopy Transaction
Notes to the Consolidated Financial Statements under Item 8 of this Annual
Report on Form 10-K
our initial investment for 18.9 million common shares of Canopy Growth
Corporation
warrants which gave us the option to purchase 18.9 million common shares of
Canopy Growth Corporation, exercised May 1, 2020
our incremental investment for 104.5 million common shares of Canopy Growth
Corporation
November 2018 Canopy Investment and the purchase by us of the November
2018 Canopy Warrants, collectively
November 2018 Canopy Warrants
Tranche A Warrants, Tranche B Warrants, and Tranche C Warrants, collectively
NPD
NYSE
Obregon Brewery
OCI
Owens-Illinois
Paul Masson Divestiture
new product development
New York Stock Exchange®
brewery located in Obregon, Sonora, Mexico
other comprehensive income (loss)
the company with which we have an equally-owned joint venture to operate a
glass plant in Nava, Coahuila, Mexico
sale of Paul Masson Grande Amber Brandy brand, related inventory, and interests
in certain contracts
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I v
Table of Contents Term
PET
RIV Capital
Meaning
polyethylene terephthalate
RIV Capital Inc. (formerly Canopy Rivers Inc.)
RIV Capital Divestiture
Canopy Growth Corporation sold its ownership interest in RIV Capital
SEC
SKU
SOFR
SOX
TCJ Act
Term Credit Agreement
Term Loan Restatement Agreement
Three-Year Term Facility
Tranche A Warrants
Tranche B Warrants
Tranche C Warrants
TSX
U.S.
VWAP Exercise Price
Securities and Exchange Commission
stock-keeping unit, is a scannable bar code, most often seen printed on product
labels in a retail store
secured overnight financing rate administered by the Federal Reserve Bank of
New York
Section 404 of the Sarbanes-Oxley Act of 2002
Tax Cuts and Jobs Act
a term loan credit agreement, dated as of September 14, 2018, that provided for
aggregate facilities of $1.5 billion, consisting of the Three-Year Term Facility and
the Five-Year Term Facility, now superseded by the 2020 Term Credit Agreement
restatement agreement, dated as of March 26, 2020, that amended and restated
the Term Credit Agreement, resulting in the 2020 Term Credit Agreement
a $500.0 million five-year term loan facility, now under the 2020 Term Credit
Agreement
warrants which gave us the option to purchase 88.5 million common shares of
Canopy Growth Corporation expiring November 1, 2023
warrants which gave us the option to purchase 38.4 million common shares of
Canopy Growth Corporation expiring November 1, 2026
warrants which gave us the option to purchase 12.8 million common shares of
Canopy Growth Corporation expiring November 1, 2026
Toronto Stock Exchange
United States of America
volume-weighted average of the closing market price of Canopy’s common shares
on the Toronto Stock Exchange for the five trading days immediately preceding
the exercise date
WHO
World Health Organization
Wine and Spirits Divestiture
sale of a portion of our wine and spirits business, including lower-margin, lower
growth wine and spirits brands, related inventory, interests in certain contracts,
wineries, vineyards, offices, and facilities
Wine and Spirits Divestitures
Wine and Spirits Divestiture and the Nobilo Wine Divestiture, collectively
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART I
ITEM 1. BUSINESS
Item 1. Business
Introduction
We are an international producer and marketer of beer, wine, and spirits with operations in the U.S.,
Mexico, New Zealand, and Italy with powerful, consumer-connected, high-quality brands like Corona Extra,
Modelo Especial, Robert Mondavi, Kim Crawford, Meiomi, and SVEDKA Vodka. In the U.S., we are one of the top
growth contributors at retail among beverage alcohol suppliers. We are the third-largest beer company and a
leader in the high-end of the U.S. beer market and a higher-end wine and spirits company with many of our
products as leaders in their respective categories. Our strong market positions make us a supplier of choice to
many of our consumers and our customers, who include wholesale distributors, retailers, and on-premise
locations. We conduct our business through entities we wholly own as well as through a variety of joint ventures
and other entities.
Our mission is to build brands that people love. We are in the business of creating new experiences that
bring people together and elevate their lives. It’s worth our dedication, hard work, and the bold calculated risks we
take to deliver more for our employees, consumers, trade partners, shareholders, and communities in which we
live and work. It’s what has made us one of the fastest-growing large CPG companies in the U.S. at retail, and it
drives our pursuit to deliver what’s next. Our key values are:
People – True strength is achieved when everyone has a voice. That is why we build our culture on a
foundation that encourages inclusion and diversity of thought, where everyone feels empowered to bring
their true selves and different points of views to drive us forward;
Customers – We are relentless to anticipate what consumers want today, tomorrow, and well into the
future;
Entrepreneurship – As an industry leader, we act with a bold calculated approach to realize our vision and
unlock new growth opportunities;
Quality – Our promise is to pursue quality in our process and products by continuously enhancing what we
do and how we do it; and
Integrity – It is about more than achieving goals. How we achieve them is just as important. We act with
high moral and ethical standards and always do the right thing, even when it is the hard thing.
Headquartered in Victor, New York, we are a Delaware corporation incorporated in 1972, as the successor
to a business founded in 1945.
Strategy
Our overall strategy is to drive growth and shape the future of our industry by building brands that people
love and delivering unrivaled value to our shareholders. We endeavor to position our portfolio to benefit from the
consumer-led premiumization trend, which we believe will continue to drive faster growth rates in the higher-end
of the beer, wine, and spirits categories.
To capitalize on consumer-led premiumization trends, become more competitive, and grow our business,
we have employed a strategy dedicated to a combination of organic growth and acquisitions, with a focus on the
higher-margin, higher-growth categories of the beverage alcohol industry. Key elements of our strategy include:
•
•
•
•
•
leverage our leading position in total beverage alcohol and scale with wholesalers and retailers to
expand distribution of our product portfolio;
strengthen relationships with wholesalers and retailers by providing consumer and beverage alcohol
insights;
invest in brand building and innovation activities;
position ourselves for success with consumer-led products that identify, meet, and stay ahead of
evolving consumer trends and market dynamics;
realize operating efficiencies by expanding and enhancing production capabilities and maximizing
asset utilization; and
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART I
ITEM 1. BUSINESS
•
develop employees to enhance performance in the marketplace.
We have remained committed to executing this strategy, and as a result have realized its impact on each
segment of our business.
In our beer business, we have solidified our position in the high-end of the U.S. beer market; enhanced our
margins, results of operations, and operating cash flow; and provided new avenues for growth. We made capital
investments to increase beer production capacity to support the growth of the business. We continue to focus on
consumer-led innovation by creating new products that meet emerging needs.
In our wine and spirits business, we continue to focus on higher-end brands, improve margins, and create
operating efficiencies. We continue to drive our strategy by acquiring higher-margin, higher-growth wine and
spirits brands, including the addition of Meiomi and Prisoner to the portfolio we refined over the past several
years. We have strategically optimized the value of this business through the recent divestitures of a portion of our
wine and spirits business, which included lower-margin, lower-growth brands, wineries, vineyards, offices, and
facilities. Higher-end spirits brands were added to our spirits portfolio through the acquisitions of Casa Noble
tequila, and High West craft whiskeys, and we recently introduced SVEDKA and High West pre-mixed cocktails to
capitalize on the growth in the ready-to-drink space. In addition, we have strengthened our position in the
accelerating direct-to-consumer and 3-tier eCommerce channel with the acquisition of Empathy Wines and
investment in Booker Vineyard.
We complement our strategy with our investment in Canopy by expanding our portfolio into adjacent
categories. Canopy is a leading cannabis company with operations in countries across the world. This investment is
consistent with our long-term strategy to identify, address, and stay ahead of evolving consumer trends and
market dynamics. We expanded our strategic relationship with Canopy to help position it as a global leader in
cannabis production, branding, intellectual property, and retailing.
For further information on our strategy, see MD&A.
Investments, acquisitions, and divestitures
In connection with executing our strategy as outlined above, during Fiscal 2021 we completed the
following transactions:
Beer segment
Ballast Point Divestiture
Wine and Spirits segment
Paul Masson Divestiture
Wine and Spirits Divestitures
Concentrate Business
Divestiture
Copper & Kings
Date
March
2020
January
2021
January
2021
Strategic Contribution
Divestiture of the Ballast Point craft beer business, including a
number of its production facilities and brewpubs; consistent with
our strategic focus on our high-performing import portfolio.
Divestiture of Paul Masson Grande Amber Brandy brand and related
inventory; consistent with our increased focus on consumer-led
premiumization trends.
Divestiture of lower-margin, lower-growth wine and spirits brands,
wineries, vineyards, offices, and facilities; consistent with our focus
on consumer-led premiumization trends.
December
2020
Divestiture of certain brands used in our concentrates and high-
color concentrates business; consistent with our focus on consumer-
led premiumization trends.
September
2020
Acquisition of a collection of traditional and craft-batch distilled
American brandies and other select spirits; supported our strategic
focus to build an industry-leading portfolio of higher-end spirits
brands.
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ITEM 1. BUSINESS
Empathy Wines
Booker Vineyard
Canopy segment
Date
June
2020
April
2020
Strategic Contribution
Acquisition of a digitally-native wine brand, strengthened our
position in the direct-to-consumer and eCommerce markets;
supported our focus on meeting the evolving needs of our
consumers.
Investment in super-luxury, direct-to-consumer focused wine
business; supported our focus on consumer-led premiumization
trends and meeting the evolving needs of our consumers.
May 2020 Canopy
Investment
May
2020
Incremental investment in Canopy; expanded our strategic
relationship.
For further information about our significant Fiscal 2021, Fiscal 2020, and Fiscal 2019 transactions, refer to
(i) MD&A and (ii) Notes 2 and 10.
Business segments
We have four reportable segments: (i) Beer, (ii) Wine and Spirits, (iii) Corporate Operations and Other, and
(iv) Canopy. The business segments reflect how our operations are managed, resources are allocated, operating
performance is evaluated by senior management, and the structure of our internal financial reporting. Our
ownership interest in Canopy allows us to exercise significant influence, but not control, and, therefore, we
account for our investment in Canopy under the equity method. Amounts included below for the Canopy segment
represent 100% of Canopy’s reported results on a two-month lag, prepared in accordance with U.S. GAAP, and
converted from Canadian dollars to U.S. dollars. Although we own less than 100% of the outstanding shares of
Canopy, 100% of the Canopy results are included in the information below and subsequently eliminated to
reconcile to our consolidated financial statements. We report net sales in two reportable segments, as Canopy is
eliminated in consolidation, as follows:
(in millions)
Beer
Wine and Spirits:
Wine
Spirits
Total Wine and Spirits
Canopy
Consolidation and Eliminations
Consolidated Net Sales
For the Years Ended
February 28,
2021
February 29,
2020
$
6,074.6 $
5,615.9
2,208.4
331.9
2,540.3
378.6
(378.6)
2,367.5
360.1
2,727.6
290.2
(290.2)
$
8,614.9 $
8,343.5
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 3
Fiscal 2021 Consolidated Net SalesBeer:70.5%Wine:25.6%Spirits:3.9%Fiscal 2020 Consolidated Net SalesBeer:67.3%Wine:28.4%Spirits:4.3%Table of Contents
PART I
ITEM 1. BUSINESS
Beer segment
We are the #1 brewer and seller of imported beer in the U.S. market. We are also the leader in the high-
end segment of the U.S. beer market, which includes the imported, craft, and ABA categories. We have the
exclusive right to import, market, and sell the following Mexican brands in all 50 states of the U.S.:
Corona Brand Family
Modelo Brand Family
Other Import Brands
Corona Extra
Corona Premier
Corona Familiar
Corona Light
Corona Refresca
Modelo Especial
Modelo Negra
Corona Hard Seltzer
Modelo Chelada
Pacifico
Victoria
In the U.S., we are the leading imported beer company and have nine of the 15 top-selling imported beer
brands. Modelo Especial is the best-selling imported beer, third best-selling beer overall, and the fastest-growing
major imported beer brand in the U.S. Corona Extra is the second largest imported beer and sixth best-selling beer
overall in the U.S.
In the past eight years we have more than tripled our production capacity in Mexico allowing us the
opportunity to further expand our leadership position in the high-end segment of the U.S. beer market. In Fiscal
2021, we strengthened our competitive position in the fast-growing hard seltzer category, broadened our
distribution reach, and enhanced our market share in the high-end. After our successful launch of Corona Refresca
in Fiscal 2020, we launched Corona Hard Seltzer in early Fiscal 2021. With only one SKU, Corona Hard Seltzer
reached the #4 best-selling seltzer brand family, and allowed us to capitalize on the robust growth of the high-end
ABA category. In early Fiscal 2022, we expanded into new flavors and introduced a second Corona Hard Seltzer
variety pack and expect to launch Corona Hard Seltzer Limonada in June of fiscal 2022. Additionally, we are
continuing efforts focused on increasing sales distribution of products in can, draft, single-serve, and larger
package size formats.
Expansion efforts continue under our Mexico Beer Projects. Since the 2013 acquisition of the imported
beer business, we have invested nearly $5 billion in the Mexico Beer Projects, with approximately $700 million
during Fiscal 2021. In early Fiscal 2022, we completed part of a planned expansion project at the Obregon
Brewery, increasing our production capacity to approximately 39 million hectoliters and contributing to our
medium-term capacity needs.
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ITEM 1. BUSINESS
Wine and Spirits segment
We are a leading, higher-end wine and spirits company in the U.S. market, with a portfolio that includes
higher-margin, higher-growth wine and spirits brands. Our wine portfolio is supported by grapes purchased from
independent growers, primarily in the U.S. and New Zealand, and vineyard holdings in the U.S., New Zealand, and
Italy. Our wine and spirits are primarily marketed in the U.S. and exported to Canada and other major world
markets.
In the U.S., we have eight of the 100 top-selling high-end wine brands, with Meiomi and Kim Crawford
achieving the #4 and #7 spot, respectively. Some of our well-known wine and spirits brands and portfolio of brands
include:
Wine Brands
Wine Portfolio of Brands
Spirits Brands
7 Moons
Meiomi
Cook’s California Champagne
Mount Veeder
Cooper & Thief
Crafters Union
Kim Crawford
Ruffino
SIMI
The Dreaming Tree
Charles Smith
Prisoner
Robert Mondavi
Schrader
Casa Noble
High West
Mi CAMPO
Nelson’s Green Brier
SVEDKA
We have been increasing our investment in support of on-trend product innovation as we believe this is
one of the key drivers of overall beverage alcohol category growth. We have launched varietal line extensions
behind many of our brands, such as The Prisoner cabernet sauvignon and chardonnay varietals, Woodbridge spirits
barrel aged varietals, Meiomi cabernet sauvignon, and SVEDKA and High West pre-mixed cocktails in the ready-to-
drink space.
Corporate Operations and Other segment
The Corporate Operations and Other segment includes traditional corporate-related items including costs
of executive management, corporate development, corporate finance, corporate growth and strategy, human
resources, internal audit, investor relations, legal, public relations, and information technology, as well as our
investments made through our corporate venture capital function.
Canopy segment
The Canopy Equity Method Investment makes up the Canopy segment.
For further information regarding net sales and operating income (loss) of our business segments and
geographic areas see Note 22.
Marketing and distribution
To focus on their respective product categories, build brand equity, and increase sales, our segments
employ full-time, in-house marketing, sales, and customer service functions. These functions engage in a range of
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART I
ITEM 1. BUSINESS
marketing activities and strategies, including market research, consumer and trade advertising, price promotions,
point-of-sale materials, event sponsorship, on-premise promotions, and public relations. Where opportunities
exist, particularly with national accounts in the U.S., we leverage our sales and marketing skills across the
organization.
In the U.S., our products are primarily distributed by wholesale distributors, which generally have separate
distribution networks for (i) our beer portfolio and (ii) our wine and spirits portfolio. In addition, in states where
the government acts as the distributor, we distribute our products through state alcohol beverage control
agencies, which set the retail prices of our products. As is the case with all other beverage alcohol companies,
products sold through these agencies are subject to obtaining and maintaining listings to sell our products in that
agency’s state. State governments can also affect prices paid by consumers for our products through the
imposition of taxes.
Effective April 1, 2021, approximately 70% of our branded wine and spirits portfolio volume in the U.S. is
expected to be distributed through an expanded relationship with a single distributor.
Trademarks and distribution agreements
Trademarks are an important aspect of our business. We sell products under a number of trademarks,
which we own or use under license. We also have various licenses and distribution agreements for the sale, or the
production and sale, of our products, and products of others. These licenses and distribution agreements have
varying terms and durations.
Within the Beer segment, we have an exclusive sub-license to use trademarks related to our Mexican beer
brands in the U.S. This sub-license agreement is perpetual.
Competition
The beverage alcohol industry is highly competitive. We compete on the basis of quality, price, brand
recognition, and distribution strength. Our beverage alcohol products compete with other alcoholic and non-
alcoholic beverages for consumer purchases, as well as shelf space in retail stores, restaurant presence, and
wholesaler attention. We compete with numerous multinational producers and distributors of beverage alcohol
products, some of which have greater resources than we do. Our principal competitors include:
Beer
Wine
Anheuser-Busch InBev, Molson Coors, Heineken, The Boston Beer Company, Mark Anthony
E. & J. Gallo Winery, The Wine Group, Trinchero Family Estates, Deutsch Family Wine & Spirits, Treasury
Wine Estates, Ste. Michelle Wine Estates
Spirits
Diageo, Sazerac Company, Beam Suntory, Pernod Ricard, Bacardi USA, Brown-Forman, Fifth Generation
Canopy operates in the recreational and medicinal cannabis markets and, in their largest market, they
compete with numerous licensed producers and distributors of cannabis products. In the recreational market,
Canopy competes on the basis of quality, price, brand recognition, consistency and variety of cannabis products
whereas these same competitive factors apply in the medical market as well as physician familiarity.
Production
As of February 28, 2021, our production capacity at our Mexican breweries was approximately 34 million
hectoliters. By the end of Fiscal 2025, we expect to complete planned expansions to increase our capacity in
Mexico to approximately 54 million hectoliters to support the growth of our Mexican brands, including ABAs.
During this time, we will also explore options to build an additional plant at another location in Southeastern
Mexico where there is ample access to water and a skilled workforce to meet our long-term needs.
We are continuing to work with government officials in Mexico to determine next steps for our suspended
Mexicali Brewery construction project. For further information on these expansion and construction efforts, refer
to (i) MD&A and (ii) Notes 5 and 23.
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ITEM 1. BUSINESS
Our Daleville facility, located in Roanoke, Virginia, supports our craft and specialty business in addition to
our domestic innovation initiatives.
In the U.S., we operate 11 wineries using many varieties of grapes grown principally in the Napa, Sonoma,
Monterey, and San Joaquin regions of California. We also operate two wineries in New Zealand and six wineries in
Italy. Grapes are crushed in September through November in the U.S. and Italy, and in March through May in New
Zealand and stored as wine until packaged for sale under our brand names or sold in bulk. The inventories of wine
are usually at their highest levels during and after the crush of each year’s grape harvest and are reduced as sold
throughout the year.
We currently operate four distilleries in the U.S. for the production of our spirits; two facilities for High
West whiskey, one facility for Copper & Kings American brandies, and one facility for Nelson’s Green Brier bourbon
and whiskey products. The requirements for grains and bulk spirits used in the production of our spirits are
purchased from various suppliers.
Certain of our wines and spirits must be aged for multiple years. Therefore, our inventories of wines and
spirits may be larger in relation to sales and total assets than in many other businesses.
Resources and availability of production materials
The principal components in the
production of our Mexican and craft beer brands
include water; agricultural products, such as yeast
and grains; and packaging materials, which include
glass, aluminum, and cardboard.
For our Mexican beer brands, packaging
materials represent the largest cost component of
production, with glass bottles representing the
largest cost component of our packaging
materials.
For Fiscal 2021, the package format mix of
our Mexican beer volume sold in the U.S. was as
follows:
The Nava and Obregon breweries receive water originating from aquifers. We believe we have adequate
access to water to support the breweries’ on-going requirements, as well as future requirements after the
completion of planned expansion activities. Both breweries also take advantage of onsite wastewater treatment
operations to reuse water consumed as part of the production process.
As part of our efforts to solidify our beer glass sourcing strategy over the long-term, we formed an equally-
owned joint venture with Owens-Illinois, one of the leading manufacturers of glass containers in the world. The
joint venture owns a state-of-the-art glass production plant adjacent to our Nava Brewery in Mexico. The glass
plant currently has five operational glass furnaces which supply approximately 55% of the total annual glass bottle
supply for our Mexican beer brands. We also have long-term glass supply agreements with other glass producers.
The principal components in the production of our wine and spirits products are agricultural products,
such as grapes and grain, and packaging materials, primarily glass.
Most of our annual grape requirements are satisfied by grower purchases from each year’s harvest which
normally begins in August and runs through October in the U.S. and Italy, and begins in February and runs through
May in New Zealand. We receive grapes from approximately 180 independent growers in the U.S. and
55 independent growers located in New Zealand and Italy. We enter into purchase agreements with a majority of
these growers with pricing that generally varies year-to-year and is largely based on then-current market prices.
Constellation Brands, Inc. FY 2021 Form 10-K
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Glassbottles:67%Aluminumcans: 32%Steel kegs: 1%Table of Contents PART I
ITEM 1. BUSINESS
As of February 28, 2021, we owned or leased approximately 18,200 acres of land and vineyards, either
fully bearing or under development, in the U.S., New Zealand, and Italy. This acreage supplies only a small
percentage of our overall total grape needs for wine production. However, most of this acreage is used to supply a
large portion of the grapes used for the production of certain of our higher-end wines. We continue to consider
the purchase or lease of additional vineyards, and additional land for vineyard plantings, to supplement our grape
supply.
We believe that we have adequate sources of grape supplies to meet our sales expectations. However,
when demand for certain wine products exceeds expectations, we look to source the extra requirements from the
bulk wine markets around the world.
The distilled spirits manufactured and imported by us require various agricultural products, neutral grain
spirits, and bulk spirits, which we fulfill through purchases from various sources by contractual arrangement and
through purchases on the open market. We believe that adequate supplies of the aforementioned products are
available at the present time.
We utilize glass and PET bottles and other materials such as caps, corks, capsules, labels, wine bags, and
cardboard cartons in the bottling and packaging of our wine and spirits products. After grape purchases, glass
bottle costs are the largest component of our cost of product sold. In the U.S., the glass bottle industry is highly
concentrated with only a small number of producers. We have traditionally obtained, and continue to obtain, our
glass requirements from a limited number of producers under long-term supply arrangements. Currently, one
producer supplies most of our glass container requirements for our U.S. operations. We have been able to satisfy
our requirements with respect to the foregoing and consider our sources of supply to be adequate at this time.
Government regulations
We are subject to a range of laws and regulations in the countries in which we operate. Where we
produce products, we are subject to environmental laws and regulations, and may be required to obtain
environmental and alcohol beverage permits and licenses to operate our facilities. Where we market and sell
products, we may be subject to laws and regulations on brand registration, packaging and labeling, distribution
methods and relationships, pricing and price changes, sales promotions, advertising, and public relations. We are
also subject to rules and regulations relating to changes in officers or directors, ownership, or control.
We believe we are in compliance in all material respects with all applicable governmental laws and
regulations in the countries in which we operate. We also believe that the cost of administration and compliance
with, and liability under, such laws and regulations does not have, and is not expected to have, a material adverse
impact on our financial condition, results of operations, or cash flows.
As part of our brewery expansion efforts and commitment to making a positive impact on the
communities where we operate, we plan to continue working with local authorities and community-based
organizations on sustainability initiatives that benefit local residents. For example, over the past several years we
helped support local infrastructure investments in Obregon, Sonora, Mexico that have enhanced water efficiency
in the region. This is in addition to other benefits we provide, including local job creation and fueling economic
development. We are working with local authorities in Nava, Coahuila, Mexico on similar initiatives.
Seasonality
The beverage alcohol industry is subject to seasonality in each major category. As a result, in response to
wholesaler and retailer demand which precedes consumer purchases, our beer sales are typically highest during
the first and second quarters of our fiscal year, which correspond to the Spring and Summer periods in the U.S.
Our wine and spirits sales are typically highest during the third quarter of our fiscal year, primarily due to seasonal
holiday buying.
Constellation Brands, Inc. FY 2021 Form 10-K
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ITEM 1. BUSINESS
For Fiscal 2021, our beer net sales were higher in the second and third quarters as inventory levels in our
distribution channels were replenished following a COVID-19 related production slowdown at our major breweries
in Mexico earlier in the year.
Human capital resources
As of March 31, 2021, we had
Employee geographic data is as follows:
approximately 9,300 employees, including
approximately 1,200 employees through our
equally-owned joint venture with Owens-Illinois.
The number of employees may change throughout
the year, as we employ additional workers during
the grape crushing seasons. Approximately 20% of
the employees are covered by collective
bargaining agreements. Collective bargaining
agreements expiring within one year are minimal.
We consider our employee relations generally to
be good.
COVID-19 response
We have an existing Crisis Management Committee that since January 2020 has been closely monitoring
the impact of the virus that causes COVID-19, on our business and our workforce. In March 2020, the WHO
recognized COVID-19 as a pandemic. In response, we have implemented various measures to reduce the spread of
the virus including working from home, restricting visitors to our production locations, splitting our production
workforces, reducing the on-site production workforce levels, screening workers before they enter facilities,
implementing social distancing, and encouraging employees to adhere to prevention measures recommended by
the CDC and the WHO. We believe these prevention measures have been effective as evidenced by the minimal
number of COVID-19 cases within our workforce. Additionally, we added a Chief Medical Officer to provide health-
related advice and expertise to our executive officers, Crisis Management Committee, and human resources
leadership teams as they make decisions to protect the health and safety of our workforce.
We value the contributions of our workforce and considered the impacts the pandemic would have on
their well-being. For our production workforce, we paid “premium pay” for a period of time while such employees
continued to work on-site. In addition, where employees were not able to work due to temporary facility closures,
we protected their pay to ensure they had a continued paycheck. For our hospitality employees, we recognized a
material portion of their pay comes from customer gratuities and we paid these employees an equivalent value
during our pay protection period. Our non-production workforce is able to work remotely using various technology
tools. As part of the remote office approach, we provided reimbursement for home office support ensuring our
employees had the resources needed to be effective. We have implemented a formal COVID-19 policy and
launched various programs to assist our employees, including engaging with third-party wellness providers to host
dedicated sessions on mental and physical well-being, and increased flexibility and resources surrounding personal
and family commitments. We continue to implement and evolve our comprehensive plan to return to our non-
production facilities, with government recommendations and our workforce safety guiding how we manage our
return to facilities.
Diversity, equity, and inclusion
Our DE&I strategic priorities are as follows (i) develop a best-in-class, diverse workforce that reflects the
consumers and communities we serve – close representation gaps to achieving our diversity goals; (ii) develop an
inclusive culture – create more equitable experience for underrepresented groups; harness the benefits of
diversity; and (iii) enhance social equity – extend our influence within the beverage alcohol industry and
communities we serve.
We provide opportunities for our employees to advance our DE&I strategic priorities through a growing
community of BRGs. Our BRGs are supported at the highest level with sponsorships from our executives. See
“Executive Officers of the Company” below. Each BRG is tasked with making a business impact on behalf of the
Constellation Brands, Inc. FY 2021 Form 10-K
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U.S.40%Mexico54%Other Non-U.S.6%Table of Contents PART I
ITEM 1. BUSINESS
represented group and welcome allies. In Fiscal 2021, approximately 50% of our U.S. salaried employees were
members of one or more BRGs.
Monitoring human capital metrics is a critical component to ensuring we are executing on our strategy and
making progress against our DE&I objectives and goals. We measure gender and racial representation to
understand diversity at various levels across the organization, and assess progress over time and to drive
continuous improvement. We also assess metrics throughout the human resource lifecycle to identify potential
bias and barriers in our processes, including talent acquisition, turnover, engagement scores, or participation in
BRG events.
Compensation and benefits
We strive to provide pay, benefits, and services that meet the needs of our employees. There are four
components of compensation: (i) base pay, (ii) long-term incentives dependent on a number of factors such as
geographic location and management level which include restricted stock units, stock options, and performance
share units, (iii) short-term incentives, and (iv) recognition awards. Base compensation is reviewed on an annual
basis ensuring it is competitive in the market and gives employees opportunities to earn more for exceeding
expectations. Our total rewards program also offers valuable benefits, tools, and resources designed to help
employees stay healthy and well, while achieving security, growth, satisfaction, and success.
Professional development
We are committed to empowering our employees to grow their careers. In Fiscal 2021, we spent
approximately $16 million in development and training costs, which enables our people to keep reaching for
what’s next — personally and professionally.
Employee engagement
We assess employee engagement through targeted pulse surveys, which provide feedback on a variety of
topics, such as company direction and strategy, DE&I, individual development, collaboration, and trust. During
calendar year 2020, we had an average response rate of 78% to our surveys and an average engagement
measurement of 81% across our surveyed population.
Safety
We are committed to ensuring the safety of our employees. Our global EHS policy defines our dedication
to providing a safe and healthy working environment and developing a culture where every employee takes
responsibility for their own safety as well as the safety of others while minimizing our impact on the environment
in the communities where we live and work. With a focus on continuous improvement we are developing more
robust EHS management systems, strengthening employee awareness and training, and ensuring senior leadership
engagement on safety. Work-related injuries resulting from the production of our beer, wine, and spirits products
are well below industry average. Our recordable incident rate as compared to the industry average are as follows:
Recordable incident rate (1)
Industry average (2)
For the Years Ended
February 28,
2021
February 29,
2020
0.95
3.50
1.45
3.35
Percent
Change
(34%)
(1) Defined as total number of worldwide Constellation work-related injuries (cases beyond first aid) per 100 full-
time employees.
(2) Calculated by taking the weighted average of the most recent (2019) U.S. Bureau of Labor Statistics data for
wineries, breweries, and distilleries based on our portfolio mix on February 2021 and February 2020 for the
years ended February 28, 2021, and February 29, 2020, respectively.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 10
Table of Contents PART I
ITEM 1. BUSINESS
Empowering our employees to give back
Giving back to our communities is a value
instilled by our founder, Marvin Sands, and
remains core to our company’s DNA. We empower
our employees to engage in the communities
where they live and work in a variety of ways,
including volunteering time and through a
charitable matching program available to all U.S.
employees.
We match donations ranging from a
maximum of $5,000 to $50,000 per year,
depending on management level, to charitable
organizations.
$6.4 million
Fiscal 2021 corporate charitable contributions,
including company match of employee donations
Corporate social responsibility
For more than 75 years, we have been committed to making a positive difference in our communities,
safeguarding our environment, and advocating for responsible consumption of beverage alcohol products. Our
CSR strategy is designed to align with our business goals and stakeholder interests, reflect our company values,
and more directly address pressing societal needs. Specifically, we dedicate our resources towards four focus
areas:
Model water stewardship for our industry – We are committed to the responsible and efficient sourcing
and use of water, and engaging with our business and community partners to ensure water protection,
quality, and accessibility.
Being a champion for the professional development and advancement of women – We are committed to
providing resources and support to enhance the representation of women within our company, the
industry, and within our communities.
Serving as a catalyst for economic development and prosperity for disadvantaged communities – We are
committed to addressing the needs of disadvantaged communities, with a focus on Latinx/Hispanic and
Black/African American communities.
Be a culture carrier of responsible consumption – We are committed to empowering adults to make
responsible choices in their alcohol (substance) consumption by supporting fact-based education,
engagement programs, and policies.
Executive Officers of the Company
Executive officers of the Company are generally chosen or elected to their positions annually and hold
office until the earlier of their removal or resignation or until their successors are chosen and qualified.
Information with respect to our current executive officers is as follows:
William A. Newlands, age 62, is the President and Chief Executive Officer of the Company. He
has served as Chief Executive Officer of the Company and as a director since March 2019 and as
President since February 2018. He served as Chief Operating Officer from January 2017 through
February 2019 and as Executive Vice President of the Company from January 2015 until
February 2018. From January 2016 to January 2017 he performed the role of President, Wine &
Spirits Division and from January 2015 through January 2016 he performed the role of Chief
Growth Officer. Mr. Newlands joined the Company in January 2015. Prior to that he served from
October 2011 until August 2014 as Senior Vice President and President, North America of
Beam Inc., as Senior Vice President and President, North America of Beam Global Spirits & Wine, Inc., from
December 2010 to October 2011, and as Senior Vice President and President, USA of Beam Global Spirits & Wine,
Inc. from February 2008 to December 2010. Beam Inc., a producer and seller of branded distilled spirits products,
merged with a subsidiary of Suntory Holding Limited, a Japanese company, in 2014. Prior to October 2011, Beam
Global Spirits & Wine, Inc. was the spirits operating segment of Fortune Brands, Inc., which was a leading
consumer products company that made and sold branded consumer products worldwide in the distilled spirits,
home and security, and golf markets.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 11
Table of Contents PART I
ITEM 1. BUSINESS
Robert Sands, age 62, is the Executive Chairman of the Board of the Company, having served in
the role since March 2019 and as a director since January 1990. Previously, he served as Chief
Executive Officer of the Company from July 2007 through February 2019. Mr. Sands also served
as President from December 2002 to February 2018, as Chief Operating Officer from
December 2002 to July 2007, as Group President from April 2000 through December 2002, as
Chief Executive Officer, International from December 1998 through April 2000, as Executive Vice
President from October 1993 through April 2000, as General Counsel from June 1986 through
May 2000, and as Vice President from June 1990 through October 1993. He is the brother of
Richard Sands.
Richard Sands, Ph.D., age 70, is the Executive Vice Chairman of the Board of the Company,
having served in the role since March 2019. He previously served as Chairman of the Board from
September 1999 through February 2019. He has been employed by the Company in various
capacities since 1979. He has served as a director since 1982. He served as Chief Executive
Officer from October 1993 to July 2007, as Executive Vice President from 1982 to May 1986, as
President from May 1986 to December 2002, and as Chief Operating Officer from May 1986 to
October 1993. He is the brother of Robert Sands.
James O. Bourdeau, age 56, is the Executive Vice President and Chief Legal Officer of the
Company, having served in the role since December 2017 and as the Company’s Secretary since
April 2017. Prior to that, he served as the Company’s Senior Vice President and General Counsel,
Corporate Development, having performed that role from September 2014 until December
2017. Before joining the Company in September 2014, Mr. Bourdeau was an attorney with the
law firm of Nixon Peabody LLP from July 2000 through September 2014, and a partner from
February 2005 through September 2014. Mr. Bourdeau was associated with another law firm
from 1995 to 2000.
BRG sponsorship - STELLAR PRIDE supporting our LGBTQ community
Garth Hankinson, age 53, is the Executive Vice President and Chief Financial Officer of the
Company, having served in the role since January 2020. Prior to that, he served as the
Company’s Senior Vice President, Corporate Development, a position he had been in since
February 2016, where he was responsible for leading all of the Company’s financial planning,
reporting, and analysis activities, as well as all efforts related to mergers, acquisitions, ventures
investments, and strategic alliances. From October 2009 until February 2016, he served as the
Vice President, Corporate Development of the Company. From October 2007 until October 2009,
Mr. Hankinson served as the Vice President, Business Development for Constellation’s prior
Canadian business, Constellation Brands Canada, Inc., which was a Canadian subsidiary of the Company during
that time. From March 2004 until October 2007, he served as the Director of Corporate Development.
BRG sponsorship - Veterans, Service Members, First Responders
Robert Hanson, age 58, is the Executive Vice President and President, Wine & Spirits Division of
the Company, having served in the role since June 2019. Prior to that, he served as Chief
Executive Officer of John Hardy Global Limited, a luxury jewelry brand, from August 2014 to June
2019. He continued to serve as its Chairman of the Board until July 2020. He served as Chief
Executive Officer and a Director of American Eagle Outfitters, Inc., a leading global specialty
retailer of clothing, accessories, and personal care products from January 2012 to January 2014.
He served Levi Strauss & Co. from 1988 to 2011 in a variety of important leadership roles across
multiple brands where he led cross-functional teams, including merchandising, product
development, multi-channel operations, marketing and creative teams, in addition to a full support staff. Mr.
Hanson’s roles at Levi’s included serving as Global President of the Levi’s Brand from 2010 to 2011; President,
Levi’s Strauss Americas/North America from 2006 to 2010; President, Levi’s Brand U.S. from 2001 to 2006; and
President/Vice President, Levi’s Europe/Africa/Middle East from 1998 to 2001.
BRG sponsorship - Win.Inspire.Support.Elevate. supporting our female community
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 12
Table of Contents PART I
ITEM 1. BUSINESS
F. Paul Hetterich, age 58, is the Company’s Executive Vice President and President, Beer Division
as well as President of Crown having performed these roles since January 2016. He has been an
Executive Vice President of the Company since June 2003. From January 2015 through
January 2016 he performed the role of Executive Vice President, Corporate Development & Beer
Operations. From June 2011 until January 2015 he served as Executive Vice President, Business
Development and Corporate Strategy, from July 2009 until June 2011 he served as Executive Vice
President, Business Development, Corporate Strategy and International, and from June 2003
until July 2009 he served as Executive Vice President, Business Development and Corporate
Strategy. From April 2001 to June 2003 Mr. Hetterich served as the Company’s Senior Vice President, Corporate
Development. Prior to that, Mr. Hetterich held several increasingly senior positions in the Company’s marketing
and business development groups. Mr. Hetterich has been with the Company since 1986.
BRG sponsorship - Supporting and Attracting Latinos United for Diversity and Development
Thomas M. Kane, age 60, is the Executive Vice President and Chief Human Resources Officer of
the Company, having served in the role since joining the Company in May 2013. Mr. Kane
previously served as Senior Vice President, Human Resources and Government Relations of
Armstrong World Industries, Inc., a global producer of flooring products and ceiling systems,
from February 2012 to May 2013, he served as its Senior Vice President, Human Resources from
August 2010 to February 2012 and served as its Chief Compliance Officer from February 2011 to
February 2012. Prior to that, Mr. Kane served as Global Vice President, Human Resources for
Black & Decker Power Tools, a manufacturer of power and hand tools, from 2002 to 2010. From
1999 to 2002 Mr. Kane served as Global HR leader of GE Specialty Materials, a large manufacturer of silicone
products.
BRG sponsorship - Win.Inspire.Support.Elevate. supporting our female community
Michael McGrew, age 47, has been an Executive Vice President of the Company since April 2020.
Beginning December 2020, Mr. McGrew has performed the role of Executive Vice President, and
Chief Communications, CSR, and Diversity Officer of the Company. Mr. McGrew joined
Constellation Brands in 2014 as Senior Director, Communications for the Company’s Beer
Division. He was promoted to Vice President, Communications – Beer Division in 2016 and
assumed the role of Vice President, Corporate Communications in 2017. Prior to joining
Constellation Brands, he held a number of roles with increasing responsibility at Grainger, then a
$9 billion global provider of industrial supplies and equipment. While at Granger, from 2011 to
2013 Mr. McGrew served as Director, U.S. Business Communications, from January 2013 to October 2013 he
served as Senior Director, U.S. Business & Global Supply Chain Communications and from October 2013 to
September 2014 he served as Senior Director, Communications – Americas, among other roles of increasing
responsibility.
Mallika Monteiro, age 42, has been an Executive Vice President of the Company since
October 2019. Beginning March 2021, Ms. Monteiro has performed the role of Executive Vice
President, and Chief Growth, Strategy, and Digital Officer. From October 2019 to February 2021
she performed the role of Executive Vice President, Chief Growth and Strategy Officer and from
October 2018 to September 2019, she performed the role of Senior Vice President, Chief Growth
Officer. She joined Constellation in October 2016 as Vice President, Beer Innovation and was
given additional responsibilities as Chief of Staff to the Company's Executive Management
Committee in August 2018. Prior to joining Constellation, from July 2014 to September 2016,
Ms. Monteiro was a Senior Marketing Director at Anheuser Busch InBev. Prior to joining Anheuser Busch InBev,
she served in roles of increasing responsibility with Beam Suntory Inc., including as Associate Brand Manager -
Jim Beam from July 2007 to June 2009, Brand Manager - Cognac from July 2009 to December 2011, and Senior
Brand Manager - Vodka, from January 2012 to June 2014.
BRG sponsorship - Constellation Parents Network
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 13
Table of Contents PART I
ITEM 1. BUSINESS
James A. Sabia, Jr., age 59, has been an Executive Vice President of the Company since
May 2018. Beginning March 2021, Mr. Sabia has performed the role of Executive Vice President,
Managing Director, Beer Division. From May 2018 through March 2021 he performed the role of
Executive Vice President, Chief Marketing Officer. He joined the Company in August 2007 as Vice
President, Marketing for the Company’s spirits business. Since then, he has served in roles of
increasing responsibility with the Company. Since 2009, he has served as the Chief Marketing
Officer of the Company’s Beer Division. From 2009 to June 2013, Mr. Sabia was employed by
Crown, of which the Company owned a 50% interest and was the Company’s beer business
during that period. In June 2013, the Company acquired the remaining 50% of Crown, which became a wholly-
owned indirect subsidiary of the Company on that date. Prior to joining the Company, Mr. Sabia was with Molson
Coors Brewing Company for 17 years.
BRG sponsorship - African Americans Strengthening Constellation’s Engagement, Networking, & Development
Company Information
Our Internet website is https://www.cbrands.com. Our filings with the SEC, including our annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are accessible free of
charge at https://www.cbrands.com as soon as reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. The SEC maintains an Internet site that contains reports, proxy, and information
statements, and other information regarding issuers, such as ourselves, that file electronically with the SEC. The
Internet address of the SEC’s site is https://www.sec.gov.
We have adopted a Chief Executive Officer and Senior Financial Executive Code of Ethics that specifically
applies to our chief executive officer, our principal financial officer, and our controller, and is available on our
Internet site at https://www.cbrands.com/investors. This Chief Executive Officer and Senior Financial Executive
Code of Ethics meets the requirements as set forth in the Securities Exchange Act of 1934, Item 406 of
Regulation S-K. We also have adopted a Code of Business Conduct and Ethics that applies to all employees,
directors, and officers, including each person who is subject to the Chief Executive Officer and Senior Financial
Executive Code of Ethics. The Code of Business Conduct and Ethics is available on our Internet website, together
with our Global Code of Responsible Practices for Beverage Alcohol Advertising and Marketing at https://
www.cbrands.com/story/policies. Copies of these materials are available in print to any shareholder who requests
them. Shareholders should direct such requests in writing to Investor Relations Department, Constellation Brands,
Inc., 207 High Point Drive, Building 100, Victor, New York 14564, or by telephoning our Investor Center at
1-888-922-2150.
Our Board of Directors Corporate Governance Guidelines and the Charters of the Board’s Audit
Committee, Human Resources Committee (which serves as the Board’s compensation committee) and Corporate
Governance Committee (which serves as the Board’s nominating committee) are accessible on our Internet
website at https://www.cbrands.com/investors. Amendments to, and waivers granted to our directors and
executive officers under our codes of ethics, if any, will be posted in this area of our website.
The information regarding our website and its content is for your convenience only. The content of our
website is not deemed to be incorporated by reference in this report or filed with the SEC.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 14
Table of Contents PART I
ITEM 1A. RISK FACTORS
Item 1A. Risk Factors
In addition to information discussed elsewhere in this report, you should carefully consider the following
factors, as well as additional factors not presently known to us or that we currently deem to be immaterial, which
could materially affect our business, liquidity, financial condition, and/or results of operations in present and/or
future periods.
Operational Risks
Supply of quality water, agricultural, and other raw materials, certain raw materials and packaging
materials purchased under short-term supply contracts, limited group of suppliers of glass bottles
The quality and quantity of water available for use is important to the supply of our agricultural raw
materials and our ability to operate our business. Water is a limited resource in many parts of the world and if
climate patterns change and droughts become more severe, there may be a scarcity of water or poor water quality
which may affect our production costs or impose capacity constraints. We are dependent on sufficient amounts of
quality water for operation of our breweries, wineries, and distilleries, as well as to irrigate our vineyards and
conduct our other operations. The suppliers of the agricultural raw materials we purchase are also dependent
upon sufficient supplies of quality water for their vineyards and fields. If water available to our operations or the
operations of our suppliers becomes scarce or the quality of that water deteriorates, we may incur increased
production costs or face manufacturing constraints. In addition, water purification and waste treatment
infrastructure limitations could increase costs or constrain operation of our production facilities and vineyards. A
substantial reduction in water supplies could result in material losses of grape crops and vines or other crops, such
as corn, barley or hops, which could lead to a shortage of our product supply.
We have substantial brewery operations in the country of Mexico, brewery operations in the states of
Texas, Virginia, and Florida, and we currently have substantial wine operations in the state of California as well. In
the past, California had endured an extended period of drought and instituted restrictions on water usage, and a
recurrence of such conditions could have an adverse effect upon those operations. Our Mexico brewery
operations currently receive allocations of water sufficient for their operations. The water supply for our Nava
Brewery is sourced from a single water supply. Although we anticipate our operations will have adequate sources
of water to support their on-going requirements, there is no guarantee that the sources of water, methods of
water delivery, or water requirements will not change materially in the future. We may incur additional expenses
for improving water delivery and securing additional water sources.
Our breweries, the glass plant, our wineries, and our distilleries use a large volume of agricultural and
other raw materials to produce their products. These include corn starch and sugars, malt, hops, fruits, yeast, and
water for our breweries; soda ash and silica sand for the glass plant; grapes and water for our wineries; and grain
and water for our distilleries. Our breweries, wineries, and distilleries all use large amounts of various packaging
materials, including glass, aluminum, cardboard, and other paper products. Our production facilities also use
electricity, natural gas, and diesel fuel in their operations. Certain raw materials and packaging materials are
purchased under contracts of varying maturities. The supply, on-time availability and price of raw materials,
packaging materials, and energy can be affected by many factors beyond our control, including market demand,
global geopolitical events (especially as to their impact on crude oil prices), droughts, storms, and other weather
conditions or natural or man-made events, economic factors affecting growth decisions, inflation, plant diseases,
and theft.
Our breweries, wineries, and distilleries are also dependent upon an adequate supply of glass bottles.
Glass bottle costs are one of our largest components of cost of product sold. We currently have a small number of
suppliers of glass bottles for our Mexican beer brands. In the U.S., glass bottles have only a small number of
producers. Currently, one producer supplies most of our glass container requirements for our U.S. wine and spirits
operations and two producers supply our glass bottles for our craft beer operations.
Disruptions in our supply chains could impact our ability to continue production. To the extent any of the
foregoing factors increases the costs of our finished products or lead to a shortage of our product supply, we could
experience a material adverse effect on our business, liquidity, financial condition, and/or results of operations.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 15
Table of Contents PART I
ITEM 1A. RISK FACTORS
Reliance upon complex information systems and third-party global networks, cyber-attacks, and design
and ongoing implementation of our new global ERP
We depend on information technology to enable us to operate efficiently and interface with customers
and suppliers, maintain financial accuracy and efficiency, and effect accurate and timely governmental reporting. If
we do not allocate and effectively manage the resources necessary to build and sustain the proper technology
infrastructure, we could be subject to transaction errors, processing inefficiencies, loss of customers, business
disruptions, loss of or damage to intellectual property through security breach, or penalties associated with the
failure to timely file governmental reports. We recognize that many groups on a worldwide basis have experienced
increases in security breaches, cyber-attacks, and other hacking activities such as denial of service, malware, and
ransomware. As with all large information technology systems, our systems could be penetrated by increasingly
sophisticated outside parties’ intent on extracting confidential or proprietary information, corrupting our
information, disrupting our business processes, or engaging in the unauthorized use of strategic information about
us or our employees, customers, or consumers. Such unauthorized access could disrupt our operations and could
result in the loss of assets or revenues, litigation, remediation costs, damage to our reputation, or the failure by us
to retain or attract customers following such an event.
We have outsourced various functions to third-party service providers and may outsource other functions
in the future. We rely on those third-party service providers to provide services on a timely and effective basis, but
we do not ultimately control their performance. Their failure to perform as expected or as required by contract, or
a cyber-attack on them that disrupts their systems, could result in significant disruptions and costs to our
operations or a penetration of our systems.
We are in the process of implementing a new global ERP system. We previously replaced the portion of
our ERP system servicing our Mexican operations and on March 1, 2021, we replaced the portion of our ERP
system servicing our wine and spirits operations, U.S. beer operations, and our corporate operations. The ERP
system for the remaining portions of our business is scheduled to be replaced later in Fiscal 2022. We are
designing the ERP system to accurately maintain our financial records, enhance operational functionality, and
provide timely information to our management team related to the operation of the business. We expect our
ongoing implementation process will continue to require the investment of significant personnel and financial
resources. Companies which implement new ERP systems may experience delays, increased costs, and other
difficulties. If our ERP system design and implementation plan is not successful or if our ERP system does not
operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected,
our ability to assess those controls adequately could be delayed, or we may not be able to operate our business.
To the extent any of the foregoing factors result in significant disruptions and costs to our operations or
reduce the effectiveness of our internal control over financial reporting, we could have a material adverse effect
on our business, liquidity, financial condition, and/or results of operations.
Economic and political uncertainties associated with our international operations
Our products are produced and sold in numerous countries, we have employees in various countries, and
we have production facilities currently in the U.S., Mexico, New Zealand, and Italy.
The countries in which we operate impose duties, excise taxes, and/or other taxes on beverage alcohol
products, and/or on certain raw materials used to produce our beverage alcohol products, in varying amounts.
Governmental bodies may propose changes to international trade agreements, treaties, tariffs, taxes, and other
government rules and regulations including but not limited to environmental treaties and regulations. Significant
increases in import and excise duties or other taxes on, or that impact, beverage alcohol products could have a
material adverse effect on our business, liquidity, financial condition, and/or results of operations. Any such tariffs,
particularly on imports from Mexico and any retaliatory tariffs imposed by the Mexican government, may have a
material adverse effect on our results of operations, including our sales and profitability.
In addition, governmental agencies extensively regulate the beverage alcohol products industry
concerning such matters as licensing, warehousing, trade and pricing practices, permitted and required labeling,
advertising and relations with wholesalers and retailers. Certain regulations also require warning labels and
signage. New or revised regulations or increased licensing fees, requirements, or taxes could have a material
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 16
Table of Contents PART I
ITEM 1A. RISK FACTORS
adverse effect on our business, liquidity, financial condition, and/or results of operations. Additionally, various
jurisdictions may seek to adopt significant additional product labeling or warning requirements or limitations on
the marketing or sale of our products because of what our products contain or allegations that our products cause
adverse health effects. If these types of requirements become applicable to one or more of our major products
under current or future environmental or health laws or regulations, they may inhibit sales of such products.
These uncertainties and changes, as well as the decisions, policies, and economic strength of our suppliers
and distributors, could have a material adverse effect on our business, liquidity, financial condition, and/or results
of operations.
Dependence on limited facilities for production of our Mexican beer brands, and expansion and
construction issues
We are dependent on our Nava and Obregon breweries as our sole sources of supply to fulfill our Mexican
beer brands product requirements, both now as well as for the near-term.
We are expanding our Nava and Obregon breweries. In a public consultation process in Mexicali, Baja
California, Mexico, voters voiced opposition to the construction of our Mexicali Brewery, and we have suspended
construction of that brewery. We are currently working with local authorities, Mexican government officials, and
members of the community in Mexicali on next steps related to that brewery construction project and options
elsewhere in Mexico for our long-term production requirements. These are multi-million-dollar activities, with a
potential risk of completion delays and cost overruns.
Expansion of current production facilities and construction of new production facilities are subject to
various regulatory and developmental risks, including but not limited to: (i) our ability to obtain timely certificate
authorizations, necessary approvals and permits from regulatory agencies and on terms that are acceptable to us;
(ii) potential changes in federal, state, and local statutes and regulations, including environmental requirements,
that prevent a project from proceeding or increase the anticipated cost of the project; (iii) inability to acquire
rights-of-way or land or water rights on a timely basis on terms that are acceptable to us; (iv) inability to acquire
the necessary energy supplies, including electricity, natural gas, and diesel fuel; or (v) a temporary halt in
construction activities due to COVID-19. Any of these events could delay the expansion or construction of our
production facilities.
We may not be able to satisfy our product supply requirements for the Mexican beer brands in the event
of a significant disruption, partial destruction, or total destruction of the Nava or Obregon breweries or the glass
plant, or difficulty shipping raw materials and product into or out of the U.S., or temporary inability to produce our
product due to closure or lower production levels of one or more of our Mexican breweries as a result of
COVID-19. Also, if the contemplated expansions of the Nava and Obregon breweries and construction of additional
brewery capacity in Mexico are abandoned or are not otherwise completed by their targeted completion dates,
we may not be able to produce sufficient quantities of our Mexican beer to satisfy our needs. Under such
circumstances, we may be unable to obtain our Mexican beer at a reasonable price from another source, if at all. A
significant disruption at our Nava or Obregon breweries, or the glass plant, even on a short-term basis, could
impair our ability to produce and ship products to market on a timely basis. Alternative facilities with sufficient
capacity or capabilities may not readily be available, may cost substantially more or may take a significant time to
start production, any of which could have a material adverse effect on our product supply, business, liquidity,
financial condition, and/or results of operations.
Operational disruptions or catastrophic loss to breweries, wineries, other production facilities, or
distribution systems
All of our Mexican beer brands product supply is currently produced at our breweries in Nava, Coahuila,
Mexico and Obregon, Sonora, Mexico. Many of the workers at these breweries are covered by collective
bargaining agreements, and the Mexican government is also evaluating labor reform proposals which could
increase our costs. The glass plant currently has five operational glass furnaces which supply approximately 55% of
the total annual glass bottle supply for our Mexican beer brands. Several of our vineyards and production and
distribution facilities, including certain California wineries, are in areas prone to seismic activity. Additionally, we
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 17
Table of Contents PART I
ITEM 1A. RISK FACTORS
have various vineyards and wineries in the state of California which has recently experienced wildfires and
landslides.
If any of these or other of our properties and production facilities were to experience a significant
operational disruption or catastrophic loss, it could delay or disrupt production, shipments, and revenue, and
result in potentially significant expenses to repair or replace these properties. Also, our production facilities are
asset intensive. As our operations are concentrated in a limited number of production and distribution facilities,
we are more likely to experience a significant operational disruption or catastrophic loss in any one location from
acts of war or terrorism, fires, floods, earthquakes, severe winter storms, hurricanes, pandemics, labor strike, or
other labor activities, cyber-attacks, and other attempts to penetrate our information technology systems or the
information technology used by our employees who work from home during the COVID-19 pandemic,
unavailability of raw or packaging materials, or other natural or man-made events. If a significant operational
disruption or catastrophic loss were to occur, we could breach agreements, our reputation could be harmed, and
our business, liquidity, financial condition, and/or results of operations could be adversely affected due to higher
maintenance charges, unexpected capital spending, or product supply constraints.
Our insurance policies do not cover certain types of catastrophes and may not cover certain events such as
pandemics. Economic conditions and uncertainties in global markets may adversely affect the cost and other
terms upon which we are able to obtain property damage and business interruption insurance. If our insurance
coverage is adversely affected, or to the extent we have elected to self-insure, we may be at greater risk that we
may experience an adverse impact to our business, liquidity, financial condition, and/or results of operations.
Pandemics, such as the current global COVID-19 virus, outbreaks of communicable infections or diseases,
or other public health concerns in the markets in which our consumers or employees live and/or in which we or our
distributors, retailers, and suppliers operate
Disease outbreaks and other public health conditions could result in disruptions and damage to our
business caused by potential negative consumer purchasing behavior as well as disruption to our supply chains,
production processes, and operations. Consumer purchasing behavior may be impacted by reduced consumption
by consumers who may not be able to leave home or otherwise shop in a normal manner as a result of
quarantines or other cancellations of public events and other opportunities to purchase our products, from bar
and restaurant closures, or from a reduction in consumer discretionary income due to reduced or limited work and
layoffs. Supply disruption may result from restrictions on the ability of employees and others in the supply chain to
travel and work, such as caused by quarantine or individual illness, or which may result from border closures
imposed by governments to deter the spread of communicable infection or disease, or determinations by us or
our suppliers or distributors to temporarily suspend operations in affected areas, or other actions which restrict
the ability to distribute our products or which may otherwise negatively impact our ability to produce, bottle and
ship our product, for our distributors to distribute our products, or for our suppliers to provide us our raw
materials. Ports or channels of entry may be closed or operate at only a portion of capacity, or transportation of
product within a region or country may be limited, if workers are unable to report to work due to travel
restrictions or personal illness. Our operations and the operations of our suppliers may become less efficient or
otherwise become negatively impacted if our executive leaders or other personnel critical to our operations are
unable to work or if a significant percentage of the workforce is unable to work or is required to work from home.
Our cyber-security could be compromised if persons who are forced to work from home do not maintain adequate
information security. A prolonged quarantine or border closure could result in temporary or longer-term
disruptions of sales patterns, consumption and trade patterns, supply chains, production processes, and
operations. A widespread health crisis, such as the COVID-19 pandemic, could negatively affect the economies and
financial markets of many countries resulting in a global economic downturn which could negatively impact
demand for our products and our ability to borrow money. Any of these events could have a material adverse
effect on our business, liquidity, financial condition, and/or results of operations.
Climate change and environmental regulatory compliance
Our business depends upon agricultural activity and natural resources. There has been much public
discussion related to concerns that carbon dioxide and other greenhouse gases in the atmosphere may have an
adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and
natural disasters. Severe weather events, such as drought or flooding in California or an unexpected severe winter
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storm in Texas or Mexico, and climate change may negatively affect agricultural productivity in the regions from
which we presently source our various agricultural raw materials or the energy supply powering our production
facilities. Decreased availability of our raw materials may increase the cost of goods for our products. Severe
weather events or changes in the frequency or intensity of weather events can also disrupt our supply chain,
which may affect production operations, insurance cost and coverage, as well as delivery of our products to
wholesalers, retailers, and consumers. Natural disasters such as severe storms, floods, and earthquakes may also
negatively impact the ability of consumers to purchase our products.
We may experience significant future increases in the costs associated with environmental regulatory
compliance, including fees, licenses, and the cost of capital improvements for our operating facilities to meet
environmental regulatory requirements. In addition, we may be party to various environmental remediation
obligations arising in the normal course of our business or relating to historical activities of businesses we acquire.
Due to regulatory complexities, uncertainties inherent in litigation, and the risk of unidentified contaminants in
our current and former properties, the potential exists for remediation, liability, and indemnification costs to differ
materially from the costs that we have estimated. We may incur costs associated with environmental compliance
arising from events we cannot control, such as unusually severe floods, hurricanes, earthquakes, or fires. We
cannot assure that our costs in relation to these matters will not exceed our projections or otherwise have a
material adverse effect upon our business, liquidity, financial condition, and/or results of operations.
Reliance on wholesale distributors, major retailers, and government agencies
Local market structures and distribution channels vary worldwide. Within our primary market in the U.S.,
we offer a range of beverage alcohol products with generally separate distribution networks utilized for our beer
portfolio and our wine and spirits portfolio. In the U.S., we sell our products principally to wholesalers for resale to
retail outlets and directly to government agencies. We have an exclusive arrangement with one wholesaler that
will generate a large portion of our U.S. wine and spirits net sales. Wholesalers and retailers of our products offer
products which compete directly with our products for retail shelf space, promotional support and consumer
purchases, and wholesalers or retailers may give higher priority to products of our competitors. The replacement
or poor performance of our major wholesalers, retailers, or government agencies could result in temporary or
longer-term sales disruptions or could have a material adverse effect on our business, liquidity, financial condition,
and/or results of operations.
Contamination and degradation of product quality from diseases, pests, and the effects of weather and
climate conditions
Contamination, whether arising accidentally or through deliberate third-party action, or other events that
harm the integrity or consumer support for our brands, could adversely affect sales. Various diseases, pests, fungi,
viruses, drought, frosts, and certain other weather conditions or the effects of climate conditions, such as smoke
taint from wildfires, could affect the quality and quantity of barley, hops, grapes, and other agricultural raw
materials available, decreasing the supply and quality of our products. Similarly, power disruptions due to weather
conditions could adversely impact our production processes and the quality of our products. We cannot guarantee
that we and/or our suppliers of agricultural raw materials will succeed in preventing contamination in existing
and/or future vineyards or fields. Future government restrictions regarding the use of certain materials used in
growing grapes or other agricultural raw materials may increase vineyard costs and/or reduce production of
grapes or other crops. It is also possible that a supplier may not provide materials or product components which
meet our required standards or may falsify documentation associated with the fulfillment of those requirements.
Product contamination or tampering or the failure to maintain our standards for product quality, safety,
and integrity, including with respect to raw materials, naturally occurring compounds, packaging materials, or
product components obtained from suppliers, may also reduce demand for our products or cause production and
delivery disruptions. Contaminants or other defects in raw materials, packaging materials, or product components
purchased from third parties and used in the production of our beer, wine, or spirits products, or defects in the
fermentation or distillation process could lead to low beverage quality as well as illness among, or injury to,
consumers of our products and may result in reduced sales of the affected brand or all our brands.
If any of our products become unsafe or unfit for consumption, are misbranded, or cause injury, we may
have to engage in a product recall and/or be subject to liability and incur additional costs. A widespread product
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recall, multiple product recalls, or a significant product liability judgment could cause our products to be
unavailable for a period, which could further reduce consumer demand and brand equity.
Marijuana is currently illegal under U.S. federal law and in other jurisdictions; we do not control Canopy’s
business or operations
The ability of Canopy to achieve its business objectives is contingent, in part, upon the legality of the
cannabis industry, Canopy’s compliance with regulatory requirements enacted by various governmental
authorities, and Canopy obtaining all regulatory approvals, where necessary, for the production and sale of its
products. The laws and regulations governing medical and recreational cannabis are still developing, including in
ways that we may not foresee. Canopy’s success will depend on, among other things, the ability of Canopy to
operate successfully in the cannabis market space and the presence of sufficient retail outlets. There are also
concerns about health issues associated with certain types of form factors for cannabis products, such as those
used in vaping. These issues may result in a less robust consumer demand for certain form factors. There is no
assurance a robust cannabis consumer market will develop consistent with our expectations or that consumers
will purchase any Canopy products. Although the Agriculture Improvement Act of 2018 has taken hemp and hemp
derived cannabinoids out of the most restrictive class of controlled substances, marijuana is a schedule-1
controlled substance in the U.S. and is currently illegal under U.S. federal law. Even in those U.S. states in which
the recreational use of marijuana has been legalized, its use remains a violation of U.S. federal law. Since U.S.
federal laws criminalizing the use of marijuana preempt state laws that legalize its use, continuation of U.S. federal
law in its current state regarding marijuana would likely limit the expansion of Canopy’s business into the U.S.
Similar issues of illegality apply in other countries. Any amendment to or replacement of existing laws to make
them more onerous, or delays in amending or replacing existing laws to liberalize the legal possession and use of
cannabis, or delays in obtaining, or the failure to obtain, any necessary regulatory approvals may significantly
delay or impact negatively Canopy’s markets, products, and sales initiatives and could have a material adverse
effect on Canopy’s business, liquidity, financial condition, and/or results of operations. Were that to occur, we may
not be able to recover the value of our investment in Canopy.
We have the right to nominate four members of the Canopy board of directors. While we do not control
Canopy’s business or operations, we do rely on Canopy’s internal controls and procedures for operation of that
business. Nevertheless, our financing arrangements require us to certify, among other things, that to our
knowledge (i) Canopy is properly licensed and operating in accordance with Canadian laws in all material respects;
(ii) Canopy does not knowingly or intentionally purchase, manufacture, distribute, import, and/or sell marijuana,
or any other controlled substance in or from the U.S. or any other jurisdiction, in each case, where such purchase,
manufacture, distribution, importation, or sale of marijuana or such other controlled substance is illegal, except in
compliance with all applicable federal, state, local, or foreign laws, rules and regulations; and (iii) Canopy does not
knowingly or intentionally partner with, invest in, or distribute marijuana or any other controlled substance to any
third-party that knowingly or intentionally purchases, sells, manufactures, or distributes marijuana or any other
controlled substance in the U.S. or any other jurisdiction, in each case, where such purchase, sale, manufacture, or
distribution of marijuana or such other controlled substance is illegal, except in compliance with all applicable
Federal, state, local, or foreign laws, rules and regulations. Were we to know that Canopy was knowingly or
intentionally violating any of these applicable laws, we would be unable to make the required certification under
our financing arrangements, which could lead to a default under those financing arrangements.
Strategic Risks
Potential decline in the consumption of products we sell; dependence on sales of our Mexican beer brands
Our business depends upon consumers’ consumption of our beer, wine, and spirits brands, and sales of
our Mexican beer brands in the U.S. are a significant portion of our business. Accordingly, a decline in the growth
rate, amount, or profitability of our sales of the Mexican beer brands in the U.S. could adversely affect our
business, liquidity, financial condition, and/or results of operations. Further, consumer preferences and tastes may
shift due to, among other reasons, changing taste preferences, demographics, or perceived value. Consequently,
any material shift in consumer preferences and taste in our major markets away from our beer, wine, and spirits
brands, and our Mexican beer brands in particular, or from the categories in which they compete could have a
negative impact on our business, liquidity, financial condition, and/or results of operations. Consumer preferences
may shift due to a variety of factors, including changes in demographic or social trends, public health policies may
be put into effect to deal with the spread of COVID-19, and changes in leisure, dining, and beverage consumption
Constellation Brands, Inc. FY 2021 Form 10-K
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patterns. A limited or general decline in consumption in one or more of our product categories could occur in the
future due to a variety of factors, including:
•
•
•
•
•
•
a general decline in economic or geopolitical conditions;
concern about the health consequences of consuming beverage alcohol products and about drinking
and driving;
a general decline in the consumption of beverage alcohol products in on-premise establishments,
which may result from stricter laws relating to driving while under the influence of alcohol;
the increased activity of anti-alcohol groups;
increased federal, state, provincial, and foreign excise, or other taxes on beverage alcohol products
and possible restrictions on beverage alcohol advertising and marketing;
increased regulation placing restrictions on the purchase or consumption of beverage alcohol products
or increasing prices due to the imposition of duties or excise tax or changes to international trade
agreements or tariffs;
inflation; and
•
• wars, health epidemics or pandemics, quarantines, weather, and natural or man-made disasters.
Acquisition, divestiture, investment, and NPD strategies
From time to time, we acquire businesses, assets, or securities of companies that we believe will provide a
strategic fit with our business. We integrate acquired businesses with our existing operations; our overall internal
control over financial reporting processes; and our financial, operations, and information systems. If the financial
performance of our business, as supplemented by the assets and businesses acquired, does not meet our
expectations, it may make it more difficult for us to service our debt obligations and our results of operations may
fail to meet market expectations. We may not effectively assimilate the business or product offerings of acquired
companies into our business or within the anticipated costs or timeframes, retain key customers and suppliers or
key employees of acquired businesses, or successfully implement our business plan for the combined business. In
addition, our final determinations and appraisals of the estimated fair value of assets acquired and liabilities
assumed in our acquisitions may vary materially from earlier estimates and we may fail to realize fully anticipated
cost savings, growth opportunities, or other potential synergies. We cannot assure that the fair value of acquired
businesses or investments will remain constant.
We may also divest ourselves of businesses, assets, or securities of companies that we believe no longer
provide a strategic fit with our business. We may provide various indemnifications in connection with the
divestiture of businesses or assets. Divestitures of portions of our business may also result in costs stranded in our
remaining business. Delays in developing or implementing plans to address such costs could delay or prevent the
accomplishment of our financial objectives.
We have also acquired or retained ownership interests in companies which we do not control, such as our
joint venture to operate a glass plant adjacent to our Nava Brewery, our interest in Canopy, and investments made
through our corporate ventures capital function, and have acquired control of companies which we do not wholly
own, such as our 75% interest in Nelson’s Green Brier. Our joint venture partners or the other parties that hold the
remaining ownership interests in companies which we do not control may at any time have economic, business, or
legal interests or goals that are inconsistent with our goals or the goals of the joint ventures or those companies.
Our joint venture arrangements and the arrangements through which we acquired or hold our other equity or
membership interests may require us, among other matters, to pay certain costs, to make capital investments, to
fulfill alone our joint venture partners’ obligations, or to purchase other parties’ interests. The entities in which we
have an interest may be subject to litigation which may have an adverse impact on their ability to do business or
under which they may incur costs and expenses which could have a material adverse impact on their operations or
financial condition which, in turn, could negatively impact the value of our investment. The internal control over
financial reporting of entities which we consolidate but either do not control or do not wholly own, may not be as
robust as our internal controls.
We previously increased our investment in Canopy through exercise of our warrants in Canopy and we
may further increase our investment in the future. While we will not develop, distribute, manufacture, or sell
cannabis products in the U.S., or anywhere else in the world, unless legally permissible to do so at all
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governmental levels in the particular jurisdiction, this investment could affect consumer perception of our existing
brands and our reputation with various constituencies.
In addition, our continued success depends, in part, on our ability to develop new products such as our
Corona Hard Seltzer. The launch and ongoing success of new products are inherently uncertain, especially with
respect to consumer appeal. A new product launch can give rise to a variety of costs. An unsuccessful launch,
among other things, can affect consumer perception of existing brands, and our reputation. Unsuccessful
implementation or short-lived popularity of our product innovations may result in inventory write-offs and other
costs.
We cannot assure that we will realize the expected benefits of acquisitions, divestitures, or investments.
We also cannot assure that our acquisitions, investments, or joint ventures will be profitable or that forecasts
regarding acquisition, divestiture, or investment activities will be accurate or that the internal control over
financial reporting of entities which we must consolidate as a result of our investment activities will be as robust as
the internal control over financial reporting for our wholly-owned entities. Our failure to adequately manage the
risks associated with acquisitions or divestitures, or the failure of an entity in which we have an equity or
membership interest, could have a material adverse effect on our business, liquidity, financial condition, and/or
results of operations.
Our Canopy investment is dependent upon an emerging market and legal sales of cannabis products
The legal cannabis market is an emerging market. The legislative framework pertaining to the Canadian
cannabis market, as well as cannabis markets in other countries, is uncertain. The success of the Canopy
transactions will depend on, among other things, the ability of Canopy to create a strong platform to operate
successfully in the cannabis market space, consumer demand for its products, and the presence of sufficient retail
outlets. There are also concerns about health issues associated with certain types of form factors for cannabis
products, such as those used in vaping. These issues may result in a less robust consumer demand for certain form
factors. There is no assurance a robust cannabis consumer market will develop consistent with our expectations or
that consumers will purchase any Canopy products.
The changing legal landscape and the lack of consumer market data makes it difficult to predict the pace
at which the cannabis market may grow, if at all, and the products that consumers will purchase in the cannabis
marketplace.
For example, the Canadian Cannabis Act prohibits testimonials, lifestyle branding and packaging that is
appealing to youth. The restrictions on advertising, marketing, and the use of logos and brand names could have a
material adverse effect on Canopy’s business, liquidity, financial condition, and/or results of operations, and our
investment in Canopy.
Additionally, Canopy must rely on its own market research to forecast sales as detailed forecasts may not
be fully available at this early stage in the cannabis industry in Canada and globally. Market research relating to the
adult-use recreational legal cannabis industry is in its early stages and, as such, trends can only be forecasted.
A failure in the demand for Canopy’s products to materialize as a result of competition, consumer desire,
competition from legal and illegal market entrants or other products, or other factors could have a material
adverse effect on Canopy’s business, liquidity, financial condition, and/or results of operations. The changing legal
landscape and the lack of consumer market data makes it difficult to predict the pace at which the cannabis
market may grow, if at all, and the products that consumers will purchase in the cannabis marketplace.
Dependence upon trademarks and proprietary rights, failure to protect our intellectual property rights
Our future success depends significantly on our ability to protect our current and future brands and
products and to defend our intellectual property rights. We have been granted numerous trademark registrations
covering our brands and products and have filed, and expect to continue to file, trademark applications seeking to
protect newly developed brands and products. We cannot be sure that trademark registrations will be issued with
respect to any of our trademark applications. We could also, by omission, fail to timely renew or protect a
trademark and our competitors could challenge, invalidate, or circumvent any existing or future trademarks issued
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to, or licensed by, us. On February 15, 2021, Cervecería Modelo de México, S. de R.L. de C.V. filed a lawsuit in the
United States District Court for the Southern District of New York against our subsidiaries CB Brand Strategies, LLC,
Crown, and Compañía Cervecera de Coahuila, S. de R.L. de C.V., alleging, among other things, that our sublicense
of the trademarks for our Mexican beer brands should not permit us to use the Corona brand name on our Corona
Hard Seltzer. While we believe this lawsuit is without merit, if we are not successful, we may not be able to market
our hard seltzer product in its current formulation under the Corona brand name which may have an adverse
effect on our business and financial condition.
Financial Risks
Indebtedness
We have incurred indebtedness to finance investments and acquisitions, fund beer operations expansion
and construction activities, pay cash dividends, and repurchase shares of our common stock. In the future, we may
continue to incur additional indebtedness to finance investments and acquisitions, pay cash dividends, repurchase
shares of our stock, and fund other general corporate purposes, including beer operations expansion and
construction activities. We cannot assure that our business will generate sufficient cash flow from operations to
meet all our debt service requirements; return value to shareholders such as through payment of dividends or
repurchase of shares of our common stock; and fund our general corporate and capital requirements.
Our current and future debt service obligations and covenants could have important consequences. These
consequences include, or may include, the following:
•
•
•
•
our ability to obtain financing for future working capital needs or investments/acquisitions or other
purposes may be limited;
our funds available for operations, expansions and construction, dividends, or other distributions, or
stock repurchases may be reduced because we dedicate a significant portion of our cash flow from
operations to the payment of principal and interest on our indebtedness;
our ability to conduct our business could be limited by restrictive covenants; and
our vulnerability to adverse economic conditions may be greater than less leveraged competitors and,
thus, our ability to withstand competitive pressures may be limited.
Additionally, any failure to meet required payments on our debt, or failure to comply with any covenants
in the instruments governing our debt, could result in an event of default under the terms of those instruments
and a downgrade to our credit ratings. A downgrade in our credit ratings would increase our borrowing costs and
could affect our ability to issue commercial paper. Certain of our debt facilities also contain change of control
provisions which, if triggered, may result in an acceleration of our obligation to repay the debt. In addition, certain
of our current and future debt and derivative financial instruments have, or in the future, could have interest rates
that are tied to reference rates, such as LIBOR or SOFR. The volatility and availability of such reference rates,
including establishment of alternative reference rates, is out of our control. Changes to or the unavailability of
such rates or the manner for calculation of such reference rates, could result in increases to the cost of our debt.
If we do not comply with the obligations contained in our senior credit facility, our existing or future
indentures, or other loan agreements, we could be in default under such debt facilities or agreements. In such an
event, the holders of our debt could elect to declare as due and payable all amounts outstanding under those
instruments. A default could also require the immediate repayment of outstanding obligations under other debt
facilities or agreements that contain cross-acceleration or cross-default provisions. If that occurred, we might not
have available funds to satisfy our repayment obligations.
Securities measured at fair value
The value of the warrants and convertible debt we hold in Canopy through our subsidiaries is subject to
the volatility of the market price of Canopy’s common stock. This volatility subjects our financial statements to
volatility. The market price of Canopy’s common stock has experienced significant volatility, and that volatility may
continue in the future and may also be subject to wide fluctuations in response to many factors beyond the
control of Canopy, or of us. These factors include, but are not limited to:
•
actual or anticipated fluctuations in Canopy’s reported results of operations;
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ITEM 1A. RISK FACTORS
•
•
•
•
•
•
•
•
•
recommendations by securities analysts;
impact of COVID-19 on Canopy’s operations and revenues, on Canopy’s ability to access financial
markets, and on the cannabis industry generally;
changes in the market valuations of companies in the industry in which Canopy operates;
announcement of developments and material events by Canopy or its competitors;
fluctuations in the costs of vital production materials and services;
addition or departure of Canopy executive officers or other key personnel;
news reports relating to trends, concerns, technological, or competitive developments, regulatory
changes and other related issues in Canopy’s industry or target markets;
regulatory changes affecting the cannabis industry generally and Canopy’s business and operations;
and
administrative obligations associated with Health Canada requirements and compliance with all
associated rules and regulations including, but not limited to, the Canadian Cannabis Act.
Our financial statements are subject to the volatility of the market price of Canopy’s common stock. We
currently account for our shares in Canopy under the equity method. We recognize our equity in Canopy’s
earnings on a two-month lag primarily because of the availability of Canopy’s financial results since Canopy’s fiscal
year ends annually March 31 while our fiscal year ends annually on the last day of February.
Canopy’s corporate governance and valuation
Canopy’s business is subject to evolving corporate governance and public disclosure regulations that may
from time to time increase both Canopy’s compliance costs and the risk of its non-compliance. These include
changing rules and regulations promulgated by a number of governmental and self-regulated organizations,
including, but not limited to, the Canadian Securities Administrators, the TSX, the International Accounting
Standards Board, the SEC, Nasdaq, and previously the NYSE. These rules continue to evolve in scope and
complexity creating new requirements for Canopy. Canopy was previously exempt from certain NYSE corporate
governance requirements because it was a foreign private issuer. As of September 30, 2019, it no longer met the
test to qualify as a foreign private issuer. Effective April 1, 2020, Canopy was required to comply with all the NYSE
corporate governance requirements and the requirements of SOX that require management of Canopy to perform
an annual assessment of the effectiveness of Canopy’s internal control over financial reporting and its registered
public accounting firm conduct an independent assessment of the effectiveness of such controls. In November
2020, Canopy delisted from the NYSE and transferred its listing to Nasdaq. Canopy is required to comply with
applicable Nasdaq listing standards. In the future, Canopy’s internal controls may not be adequate, or Canopy may
not be able to maintain adequate and effective internal controls over financial reporting as required by SOX, or on
an ongoing basis if standards are modified, supplemented, or amended from time to time. If not maintained,
investors could lose confidence in the reliability of its financial statements, which could harm Canopy’s business
and have a negative impact on the trading price or market value of Canopy securities. Our investment in Canopy
could be impaired if the trading price of its equity is below our carrying value of that investment.
In addition, we record as equity in earnings our proportional share of Canopy’s results. We could have a
material weakness in the event the proportional share of Canopy’s results that we record contains an error as a
result of an error in Canopy’s financial statements that we do not detect.
Although we do not control Canopy, we do have significant influence over Canopy. If we controlled
Canopy, we would have to consolidate Canopy into our financial statements, and if Canopy had a material
weakness, we would inherit Canopy’s material weakness through consolidation. In such an event, even if Canopy’s
financial statements were correct, the fact that Canopy had a material weakness could result in a material
weakness for us.
Class action or other litigation relating to abuse of our products, the misuse of our products, product
liability, or marketing or sales practices
There has been public attention directed at the beverage alcohol industry, which we believe is due to
concern over problems related to harmful use of alcohol, including drinking and driving, underage drinking and
health consequences from the misuse of alcohol. We could be exposed to lawsuits relating to product liability or
marketing or sales practices. Adverse developments in lawsuits concerning these types of matters or a significant
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ITEM 1A. RISK FACTORS
decline in the social acceptability of beverage alcohol products that may result from lawsuits could have a material
adverse effect on our business, liquidity, financial condition, and/or results of operations.
Other Risks
Control by the Sands family
Our Class B Common Stock is principally held by members of the Sands family, either directly or through
entities controlled by members of the Sands family. Holders of Class A Common Stock are entitled to one vote per
share and holders of Class B Common Stock are entitled to 10 votes per share. Holders of Class 1 Common Stock
generally do not have voting rights. The stock ownership of the Sands family and entities controlled by members of
the Sands family represents a majority of the combined voting power of all classes of our common stock as of
April 14, 2021, voting as a single class. Consequently, the Sands family has the power to elect a majority of our
directors and approve actions requiring the approval of the stockholders of the Company voting as a single class. In
addition, if significant stock indices decide to prohibit the inclusion of companies with dual class structures, the
price of our Class A Common Stock could be negatively impacted and could become more volatile.
General Risks
International operations, worldwide and domestic economic trends and financial market conditions,
geopolitical uncertainty, or changes to international trade agreements and tariffs, import and excise duties, other
taxes, or other governmental rules and regulations
Risks associated with international operations, any of which could have a material adverse effect on our
business, liquidity, financial condition, and/or results of operations, include:
•
•
•
•
•
•
•
changes in local political, economic, social, and labor conditions;
potential disruption from socio-economic violence, including terrorism and drug-related violence;
restrictions on foreign ownership and investments or on repatriation of cash earned in countries
outside the U.S.;
import and export requirements and border accessibility;
currency exchange rate fluctuations;
a less developed and less certain legal and regulatory environment in some countries, which, among
other things, can create uncertainty regarding contract enforcement, intellectual property rights,
privacy obligations, real property rights, and liability issues; and
inadequate levels of compliance with applicable anti-bribery laws, including the Foreign Corrupt
Practices Act.
Unfavorable global or regional economic conditions, including economic slowdown and the disruption,
volatility, and tightening of credit and capital markets, as well as unemployment, tax increases, governmental
spending cuts, or a return of high levels of inflation, could affect consumer spending patterns and purchases of our
products. These could also create or exacerbate credit issues, cash flow issues, and other financial hardships for us
and our suppliers, distributors, retailers, and consumers. The inability of suppliers, distributors, and retailers to
access liquidity could impact our ability to produce and distribute our products.
We are also exposed to risks associated with interest rate fluctuations. We could experience changes in
our ability to manage fluctuations in interest rates and, accordingly, there can be no assurance that we will be
successful in reducing those risks.
We could also be affected by nationalization of our international operations, unstable governments,
unfamiliar or biased legal systems, intergovernmental disputes or animus against the U.S. Any determination that
our operations or activities did not comply with applicable U.S. or foreign laws or regulations could result in the
imposition of fines and penalties, interruptions of business, terminations of necessary licenses and permits, and
other legal and equitable sanctions.
Damage to our reputation
The success of our brands depends upon the positive image that consumers have of those brands and
maintaining a good reputation is critical to selling our branded products. Our reputation could also be impacted
negatively by public perception, adverse publicity (whether or not valid, such as the similarity of the name of
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ITEM 1A. RISK FACTORS
certain of our brands or trademarks and a type of virus), negative comments in social media, or our responses
relating to:
•
•
•
•
•
a perceived failure to maintain high ethical and ESG standards and practices for all our operations and
activities;
a perceived failure to address concerns relating to the quality, safety, or integrity of our products,
including from contamination, whether arising accidentally or through deliberate third-party action;
allegations that we, or persons associated with us or formerly associated with us, have violated
applicable laws or regulations, including but not limited to those related to safety, employment,
discrimination, harassment, whistle-blowing, privacy, corporate citizenship, improper business
practices, or cyber-security;
our environmental impact, including use of agricultural materials, packaging, water and energy use,
and waste management; or
efforts that are perceived as insufficient to promote the responsible use of alcohol or cannabis.
Failure to comply with federal, state, or local laws and regulations, maintain an effective system of internal
controls, provide accurate and timely financial statement information, or protect our information systems against
service interruptions, misappropriation of data, or breaches of security, could also hurt our reputation. Damage to
our reputation or loss of consumer confidence in our products for any of these or other reasons could result in
decreased demand for our products and could have a material adverse effect on our business, liquidity, financial
condition, and/or results of operations, as well as require additional resources to rebuild our reputation,
competitive position and brand equity and renew investor confidence.
Competition
We are in a highly competitive industry and our sales could be negatively affected by numerous factors
including:
•
•
•
•
our inability to maintain or increase prices;
new entrants in our market or categories;
the decision of wholesalers, retailers, or consumers to purchase competitors’ products instead of ours;
or
a general decline in beverage alcohol consumption due to consumer dietary preference changes or
consumers substituting legalized marijuana or other similar products in lieu of beverage alcohol.
Sales could also be affected by pricing, purchasing, financing, operational, advertising, or promotional
decisions made by wholesalers, state and other local agencies, and retailers which could affect their supply of, or
consumer demand for, our products. We could also experience higher than expected selling, general, and
administrative expenses if we find it necessary to increase the number of our personnel or our advertising or
marketing expenditures to maintain our competitive position or for other reasons. We cannot guarantee that we
will be able to increase our prices to pass along to our customers any increased costs we incur.
Intangible assets, such as goodwill and trademarks
We have a significant amount of intangible assets such as goodwill and trademarks and may acquire more
intangible assets in the future. Intangible assets are subject to a periodic impairment evaluation under applicable
accounting standards. The write-down of any of these intangible assets could have a material adverse effect on
our business, liquidity, financial condition, and/or results of operations.
Changes to tax laws, fluctuations in our effective tax rate, accounting for tax positions, and the resolution
of tax disputes, and changes to accounting standards, elections, or assertions
The U.S. federal budget and individual state, provincial, local municipal budget deficits, or deficits in other
governmental entities, could result in increased taxes on our products, business, customers, or consumers. Various
proposals to increase taxes on beverage alcohol products have been made at the federal and state levels or at
other governmental bodies in recent years. Federal, state, provincial, local, or foreign governmental entities may
consider increasing taxes upon beverage alcohol products as they explore available alternatives for raising funds.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART I
ITEM 1A. RISK FACTORS
In addition, significant judgment is required to determine our effective tax rate and evaluate our tax
positions. Our provision for income taxes includes a provision for uncertain tax positions. Fluctuations in federal,
state, local, and foreign taxes, or a change to uncertain tax positions, including related interest and penalties, may
impact our effective tax rate and our financial results. When tax matters arise, several years may elapse before
such matters are audited and finally resolved. Unfavorable resolution of any tax matter could increase our
effective tax rate and resolution of a tax issue may require the use of cash in the year of resolution.
U.S. tax changes or changes in how international corporations are taxed, including changes in how existing
tax laws are interpreted or enforced, or changes to accounting standards, elections or assertions could have a
material adverse effect on our business, liquidity, financial condition, and/or results of operations.
Quarterly cash dividends and share repurchases are subject to a number of uncertainties, and may affect
the price of our common stock
Our capital allocation strategy contemplates cash dividends and share repurchases under our share
repurchase program. We fund our cash dividends and share repurchases through a combination of operating free
cash flow, borrowings, and divestiture proceeds. However, we are not required to declare dividends or to make
any share repurchases under our share repurchase program. We may discontinue, accelerate, suspend, or delay
our dividends and share repurchases at any time without prior notice. Even if not discontinued, the amount of
such dividends and repurchases may be changed, and the amount, timing, and frequency of such dividends and
share repurchases may vary from historical practice or from our stated expectations. Decisions with respect to
dividends and share repurchases are subject to the discretion of our Board of Directors and will be based on a
variety of factors. Important factors that could cause us to discontinue, limit, suspend, increase, or delay our cash
dividends or share repurchases include market conditions, the price of our common stock, the natures and timing
of other investment opportunities, changes in our business strategy, the terms of our financing arrangements, our
outlook as to our ability to obtain financing at attractive rates, the impact on our credit ratings, and the availability
of cash. The reduction or elimination of our cash dividend, or longer suspension or elimination of our share
repurchase program could adversely affect the market prices of our common stock. Additionally, there can be no
assurance that any share repurchases will enhance shareholder value because the market price of our common
stock may decline below the levels at which we repurchased shares of common stock, and short-term stock price
fluctuations could reduce the program’s effectiveness.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 27
Table of Contents PART I
OTHER KEY INFORMATION
Item 2. Properties
We operate breweries, wineries, distilling plants, and bottling plants, many of which include warehousing
and distribution facilities on the premises, and through a joint venture, we operate a glass production plant. In
addition to our material properties described below, certain of our businesses maintain office space for sales and
similar activities and offsite warehouse and distribution facilities in a variety of geographic locations.
Our corporate headquarters are located in leased offices in Victor, New York. Our segments also maintain
leased office spaces in other locations in the U.S. and internationally.
We believe that our facilities, taken as a whole, are in good condition and working order. Within the Wine
and Spirits segment, we have adequate capacity to meet our needs for the foreseeable future. Within the Beer
segment, we have adequate capacity to meet our current needs and we have undertaken activities to increase our
production capacity to address our anticipated future demand. As of February 28, 2021, our material properties by
segment, all of which are owned, unless otherwise noted, consist of:
Beer
Wine and Spirits
Breweries
● Compañía Cervecera de Coahuila in Nava, Coahuila,
Mexico
● Compañía Cervecera de Obregón in Obregon, Sonora,
Mexico
Glass production plant
● Industria Vidriera de Coahuila in Nava, Coahuila, Mexico (1)
Wineries
● Gonzales Winery in Gonzales, California, U.S.
● Mission Bell Winery in Madera, California, U.S.
● Woodbridge Winery in Acampo, California, U.S.
● Drylands Winery in Marlborough, South Island, New
Zealand
Warehouse, distribution, and other production facilities
● Lodi Distribution Center in Lodi, California, U.S. (2)
● Pontassieve Winery in Florence, Italy
(1)
(2)
The glass production plant in Nava, Coahuila, Mexico is owned and operated by an equally-owned joint venture
with Owens-Illinois and is located adjacent to our Nava Brewery.
The distribution center in Lodi, California is a leased facility.
Within our Wine and Spirits segment, as of February 28, 2021, we owned, leased, or had interests in
approximately 10,100 acres of vineyards in California (U.S.), 6,800 acres of vineyards in New Zealand, and 1,300
acres of vineyards in Italy.
Item 3. Legal Proceedings
For information regarding Legal Proceedings, see Risk Factors and Note 16.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 28
Table of Contents PART II
OTHER KEY INFORMATION
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
Our Class A Common Stock and Class B Common Stock trade on the NYSE under the symbols STZ and
STZ.B, respectively. There is no public trading market for our Class 1 Common Stock. At April 14, 2021, the number
of holders of record of our Class A Common Stock, Class B Common Stock, and Class 1 Common Stock were 502,
95, and 13, respectively.
For information regarding dividends and share repurchase programs, see MD&A.
For information on securities authorized for issuance under our equity compensation plans, see Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters under Item 12. of this
Form 10-K.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 29
Table of Contents PART II
ITEM 7. MD&A
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
We have elected to omit discussion on the earliest of the three years covered by the consolidated financial
statements presented. Refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and “Liquidity and Capital Resources” located in our Form 10-K for the fiscal year ended
February 29, 2020, filed on April 21, 2020, for reference to discussion of the fiscal year ended February 28, 2019,
the earliest of the three fiscal years presented. This MD&A, which should be read in conjunction with our Financial
Statements, is organized as follows:
Overview. This section provides a general description of our business, which we believe is important in
understanding the results of our operations, financial condition, and potential future trends.
Strategy. This section provides a description of our strategy and a discussion of recent developments,
significant investments, acquisitions, and divestitures.
Results of operations. This section provides an analysis of our results of operations presented on a
business segment basis. In addition, a brief description of significant transactions and other items that
affect the comparability of the results is provided.
Liquidity and capital resources. This section provides an analysis of our cash flows, outstanding debt,
liquidity position, and commitments. Included in the analysis of outstanding debt is a discussion of the
capacity available to fund our ongoing operations and future commitments, as well as a discussion of
other financing arrangements.
Critical accounting policies and estimates. This section identifies accounting policies that are considered
important to our results of operations and financial condition, require significant judgment and involve
significant management estimates. Our significant accounting policies, including those considered to be
critical accounting policies, are summarized in Note 1.
Overview
Our internal management financial reporting consists of three business divisions: (i) Beer, (ii) Wine and
Spirits, and (iii) Canopy and we report our operating results in four segments: (i) Beer, (ii) Wine and Spirits,
(iii) Corporate Operations and Other, and (iv) Canopy. Our Canopy Equity Method Investment makes up the
Canopy segment.
In the Beer segment, our portfolio consists of high-end imported beer, craft beer, and ABA brands. We
have an exclusive perpetual brand license to import, market, and sell our Mexican beer portfolio in the U.S. In the
Wine and Spirits segment, our portfolio includes higher-margin, higher-growth wine brands complemented by
certain higher-end spirits brands. Amounts included in the Corporate Operations and Other segment consist of
costs of executive management, corporate development, corporate finance, corporate growth and strategy,
human resources, internal audit, investor relations, legal, public relations, and information technology, as well as
our investments made through our corporate venture capital function. All costs included in the Corporate
Operations and Other segment are general costs that are applicable to the consolidated group and are, therefore,
not allocated to the other reportable segments. All costs reported within the Corporate Operations and Other
segment are not included in our CODM’s evaluation of the operating income (loss) performance of the other
reportable segments. The business segments reflect how our operations are managed, how resources are
allocated, how operating performance is evaluated by senior management, and the structure of our internal
financial reporting.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
Strategy
ITEM 7. MD&A
Our business strategy for the Beer segment focuses on leading the high-end segment of the U.S. beer
market. This includes continued focus on growing our beer portfolio in the U.S. through expanding distribution for
key brands, as well as NPD and innovation within the existing portfolio of brands, and continued expansion and
construction activities for our Mexico beer operations. Additionally, in an effort to more fully compete in growing
sectors of the high-end segment of the U.S. beer market, we have leveraged our innovation capabilities to
introduce new brands that align with consumer trends.
We have more than tripled the production capacity of the Nava Brewery since its 2013 acquisition. In early
Fiscal 2022, we completed part of a planned expansion of our Obregon Brewery. Expansion efforts continue under
our Mexico Beer Projects to align with our anticipated future growth expectations. However, at this time, we have
suspended all Mexicali Brewery construction activities, following a negative result from a public consultation held
in Mexico. See “Capital expenditures” below.
Our strategy for the Wine and Spirits segment is to build an industry-leading portfolio of higher-end wine
and spirits brands. We are investing to meet the evolving needs of consumers, including launching direct-to-
consumer and eCommerce platforms; building brands through consumer insights, sensory expertise, and
innovation; and refreshing existing brands, as we continue to focus on moving our branded wine and spirits
portfolio towards a higher-margin, higher-growth portfolio of brands. We focus our innovation and investment
dollars on brands within our portfolio which position us to benefit from the consumer-led trend towards
premiumization. Additionally, in connection with the recent divestitures, we expect to optimize the value of our
wine and spirits portfolio by driving increased focus on our higher-end brands to accelerate growth and improve
overall operating margins. In markets where it is feasible, we entered into contractual arrangements to
consolidate our U.S. distribution network in order to obtain dedicated distributor selling resources which focus on
our U.S. wine and spirits portfolio to drive organic growth. This consolidated U.S. distribution network currently
represents about 70% of our branded wine and spirits volume in the U.S. Effective April 1, 2021, we have modified
our U.S. wine and spirits distribution network to a single distributor which we expect to continue to represent
approximately 70% of that volume. Throughout the terms of these contracts, we generally expect shipments on an
annual basis to these distributors to essentially equal the distributors’ shipments to retailers.
Marketing, sales, and distribution of our products are managed on a geographic basis allowing us to
leverage leading market positions. In addition, market dynamics and consumer trends vary across each of our
markets. Within our primary market in the U.S., we offer a range of beverage alcohol products across the imported
beer, craft beer, ABA, branded wine, and spirits categories, with generally separate distribution networks utilized
for (i) our beer portfolio and (ii) our wine and spirits portfolio. The environment for our products is competitive in
each of our markets.
We complement our strategy with our investment in Canopy, by expanding our portfolio into adjacent
categories. Canopy is a leading cannabis company with operations in countries across the world. This investment is
consistent with our long-term strategy to identify, address, and stay ahead of evolving consumer trends and
market dynamics. We expanded our strategic relationship with Canopy to help position it as a global leader in
cannabis production, branding, intellectual property, and retailing.
We remain committed to our long-term financial model of: growing sales, expanding margins, and
increasing cash flow in order to achieve earnings per share growth, maintain our targeted leverage ratio, and
deliver returns to shareholders through the payment of dividends and periodic share repurchases. Our results of
operations and financial condition have not been significantly affected by inflation and changing prices. In the
event of future rising costs, we intend to pass along such rising costs through increased selling prices, subject to
normal competitive conditions. There can be no assurances, however, that we will be able to pass along rising
costs through increased selling prices. In addition, we continue to identify on-going cost savings initiatives.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 7. MD&A
Recent Development
Mexicali Brewery
In April 2021, our Board of Directors authorized management to sell or abandon the Mexicali Brewery.
Subsequently, management determined that we will be unable to use or repurpose certain assets at the Mexicali
Brewery. Accordingly, in the first quarter of fiscal 2022, we expect to recognize a long-lived asset impairment of
approximately $650 million to $680 million which will be included within our consolidated results of operations.
The fair value will be determined based on the expected salvage value of the abandoned assets as of April 2021.
We are continuing to work with government officials in Mexico to (i) determine next steps for our suspended
Mexicali Brewery construction project and (ii) pursue various forms of recovery for capitalized costs and additional
expenses incurred in establishing the brewery, however, there can be no assurance of any recoveries. In the
medium-term, under normal operating conditions, we have ample capacity at the Nava and Obregon breweries to
meet consumer needs based on current growth forecasts and current and planned production capabilities. To
align with our anticipated future growth expectations we are also working with the Mexican government to
explore options to add further capacity at another location in Southeastern Mexico where there is ample water
and a skilled workforce to meet our long-term needs.
COVID-19
In the key markets where we sell our products, the beverage alcohol industry has been classified as an
essential business. COVID-19 containment measures affected us earlier in the fiscal year primarily in the reduction
of (i) depletion volume on our products in the on-premise business due to bar and restaurant closures and
(ii) shipment volume related to the reduced production activity at our major breweries in Mexico. The on-premise
business has historically been about 10% to 15% of our depletion volume for beer, wine, and spirits. The Fiscal
2021 decrease in the on-premise business has been more than offset by an increase in off-premise. We expect our
on-premise depletion volumes to return to more normal levels as Federal Drug Administration approved COVID-19
vaccines are administered across the U.S. and states begin the process of fully reopening their economies,
including bars and restaurants.
Currently, our breweries, wineries, and bottling facilities are open and operational. However, certain
facilities may experience occasional temporary closures due to applicable local conditions. In June 2020, beer
production at our major breweries in Mexico returned to normal levels following a slow down earlier in the fiscal
year. Our supply chains and distribution channels were not materially impacted and we worked throughout the
fiscal year to rebuild our supply of products to meet forecasted demand. Distributor product inventories returned
to normal levels at the end of Fiscal 2021.
In response to COVID-19, we have ensured our ongoing liquidity and financial flexibility through cash
preservation initiatives, capital expense reductions, and cost control measures. We are not able to estimate the
long-term impact of COVID-19 on our business, financial condition, results of operations, and/or cash flow. We
believe we have sufficient liquidity available from operating cash flow, cash on hand, and availability under our
$2.0 billion revolving credit facility. We expect to have continued access to capital markets and to be able to
continue to return value to shareholders through dividends and periodic share repurchases.
Investments, acquisitions, and divestitures
Beer segment
Ballast Point Divestiture
In March 2020, we sold the Ballast Point craft beer business, including a number of its associated
production facilities and brewpubs. Accordingly, our consolidated results of operations include the results of
operations of our Ballast Point craft beer business through the date of divestiture.
Wine and Spirits segment
Paul Masson Divestiture
In January 2021, we sold the Paul Masson Grande Amber Brandy brand, related inventory, and interests in
certain contracts. We received cash proceeds of $267.4 million, subject to certain post-closing adjustments. The
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 7. MD&A
net cash proceeds were used for general corporate purposes. For the year ended February 28, 2021, we
recognized a net gain of $58.9 million on the sale of the business.
Wine and Spirits Divestitures
In January 2021, we sold a portion of our wine and spirits business, including lower-margin, lower-growth
wine and spirits brands, related inventory, interests in certain contracts, wineries, vineyards, offices, and facilities.
We received net cash proceeds of $538.4 million, subject to certain post-closing adjustments. In addition, we have
the potential to earn an incremental $250 million of contingent consideration if certain brand performance targets
are met over a two-year period after closing.
In January 2021, we also sold the New Zealand-based Nobilo Wine brand and certain related assets. We
received cash proceeds of $129.0 million, subject to certain post-closing adjustments.
The cash proceeds from the Wine and Spirits Divestitures were utilized to repay the 3.75% May 2013
Senior Notes and for other general corporate purposes. For the year ended February 28, 2021, we recognized a
net loss of $35.7 million on the Wine and Spirits Divestitures.
Concentrate Business Divestiture
In December 2020, we sold certain brands used in our concentrates and high-color concentrate business,
and certain intellectual property, inventory, goodwill, interests in certain contracts, and assets of our concentrates
and high-color concentrate business.
The following presents selected financial information included in our historical consolidated financial
statements that are no longer part of our consolidated results of operations following the Paul Masson Divestiture,
Wine and Spirits Divestitures, and Concentrate Business Divestiture:
(in millions)
Net sales
Gross profit
Marketing (1)
Fiscal 2021
Fiscal 2020
$
$
$
642.3 $
252.9 $
14.5 $
868.2
330.5
17.8
(1)
Included in selling, general, and administrative expenses within our consolidated results of operations.
Copper & Kings acquisition
In September 2020, we acquired the remaining ownership interest in Copper & Kings which primarily
included the acquisition of inventories, and property, plant, and equipment. This acquisition included a collection
of traditional and craft batch-distilled American brandies and other select spirits. The results of operations of
Copper & Kings are reported in the Wine and Spirits segment and have been included in our consolidated results
of operations from the date of acquisition.
Empathy Wines acquisition
In June 2020, we acquired Empathy Wines, which primarily included the acquisition of goodwill,
trademarks, and inventory. This acquisition, which included a digitally-native wine brand, strengthened our
position in the direct-to-consumer and eCommerce markets. The results of operations of Empathy Wines are
reported in the Wine and Spirits segment and have been included in our consolidated results of operations from
the date of acquisition.
Booker Vineyard investment
In April 2020, we invested in Booker Vineyard, a super-luxury, direct-to-consumer focused wine business
that is accounted for under the equity method. We recognize our share of their equity in earnings (losses) in our
consolidated financial statements in the Wine and Spirits segment.
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Table of Contents PART II
ITEM 7. MD&A
Black Velvet Divestiture
In November 2019, we sold the Black Velvet Canadian Whisky business and the brand’s associated
production facility, along with a subset of Canadian whisky brands produced at that facility, and related inventory.
Accordingly, our consolidated results of operations include the results of operations of our Canadian whisky
business through the date of divestiture. We received cash proceeds of $266.7 million, net of post-closing
adjustments. We recognized a net gain of $70.5 million on the sale of the business, primarily for the year ended
February 29, 2020.
Nelson’s Green Brier acquisition
In May 2019, we increased our ownership interest in Tennessee-based Nelson’s Green Brier to 75%,
resulting in consolidation of the business and recognition of a 25% noncontrolling interest. This acquisition
included a portfolio of craft bourbon and whiskey products. The fair value of the business combination was
allocated primarily to goodwill, trademarks, inventory, and property, plant, and equipment. The results of
operations of Nelson’s Green Brier are reported in the Wine and Spirits segment and have been included in our
consolidated results of operations from the date of acquisition.
Canopy segment
Canopy investment
In May 2020, we exercised the November 2017 Canopy Warrants at an exercise price of C$12.98 per
warrant share for C$245.0 million, or $173.9 million.
For additional information on the recent development, and these investments, acquisitions, and
divestitures, refer to Notes 2, 7, 10, and 23.
Results of Operations
Financial Highlights
References to organic throughout the following discussion exclude the impact of recent divestitures, as
appropriate.
For Fiscal 2021 compared with Fiscal 2020:
• Our results of operations benefited from the unrealized net gain of $802.0 million from the changes in
fair value of our investment in Canopy in Fiscal 2021 and improvements within the Beer segment.
• Net sales increased 3% due to (i) an increase in Beer net sales driven predominantly by volume
growth, (ii) favorable impacts from pricing and product mix shift within both the Beer and the Wine
and Spirits segments, partially offset by (i) recent divestitures within both the Beer and the Wine and
Spirits segments and (ii) Wine and Spirits net sales led by branded volume decline largely from brands
divested in January 2021.
• Operating income increased 30% largely due to charges recognized for Fiscal 2020 in connection with
our business transformation strategy within the Wine and Spirits segment, including an impairment of
long-lived assets held for sale primarily in connection with the Wine and Spirits Divestitures and an
increase in Beer net sales in Fiscal 2021 driven by volume growth, partially offset by recent
divestitures.
• Net income attributable to CBI and diluted net income per common share attributable to CBI
increased largely due to (i) the increase in unrealized net gain from the changes in fair value of our
investment in Canopy in Fiscal 2021 as compared with the unrealized net loss in Fiscal 2020, (ii) an
impairment of long-lived assets held for sale in Fiscal 2020, and (iii) volume growth within the Beer
segment, partially offset by Fiscal 2021 provision for income taxes as compared with the benefit from
income taxes for Fiscal 2020.
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Table of Contents PART II
ITEM 7. MD&A
Comparable Adjustments
Management excludes items that affect comparability from its evaluation of the results of each operating
segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment
operating performance and the incentive compensation of segment management are evaluated based on core
segment operating income (loss) which do not include the impact of these Comparable Adjustments.
As more fully described herein and in the Notes, the Comparable Adjustments that impacted
comparability in our segment results for each period are as follows:
Fiscal 2021
Fiscal 2020
(in millions)
Cost of product sold
Recovery of (loss on) inventory write-down
Strategic business development costs
COVID-19 incremental costs
Flow through of inventory step-up
Accelerated depreciation
Settlements of undesignated commodity derivative contracts
Net gain (loss) on undesignated commodity derivative contracts
Total cost of product sold
Selling, general, and administrative expenses
Restructuring and other strategic business development costs
Net gain (loss) on foreign currency derivative contracts
Transaction, integration, and other acquisition-related costs
Impairment of intangible assets
COVID-19 incremental costs
Other gains (losses)
Total selling, general, and administrative expenses
Impairment of assets held for sale
Gain (loss) on sale of business
Comparable Adjustments, Operating income (loss)
Income (loss) from unconsolidated investments
$
(70.4) $
(29.8)
(7.6)
(0.4)
(0.1)
31.6
25.1
(51.6)
(23.9)
(8.0)
(7.6)
(6.0)
(4.8)
14.7
(35.6)
(24.0)
14.2
8.6
(124.5)
—
(1.5)
(7.6)
11.7
(49.0)
(162.3)
(25.3)
(1.8)
(9.2)
(11.0)
—
7.3
(40.0)
(449.7)
74.1
$
$
(97.0) $
(577.9)
265.2 $
(2,480.1)
Cost of product sold
Recovery of (loss on) inventory write-down
We recognized a loss on the write-down of bulk wine inventory and certain grapes as a result of smoke
damage sustained during the 2020 U.S. wildfires, partially offset by a related probable recovery from our insurance
carriers (Fiscal 2021), and a reimbursement from our insurance carriers for losses recognized on the write-down of
certain bulk wine inventory as a result of smoke damage sustained during the fall 2017 California wildfires (Fiscal
2020). For additional information on the 2020 U.S. wildfires, refer to Note 16.
Strategic business development costs
We recognized costs primarily in connection with losses on write-downs of excess inventory and contract
terminations resulting from our ongoing efforts to optimize our portfolio, gain efficiencies, and reduce our cost
structure within the Wine and Spirits segment.
COVID-19 incremental costs
We recognized costs for incremental wages and hazard payments to employees, purchases of personal
protective equipment, more frequent and thorough cleaning and sanitization of our facilities, and costs associated
with the unused beer keg reimbursement program with distributors.
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Table of Contents
PART II
ITEM 7. MD&A
Inventory step-up
In connection with acquisitions, the allocation of purchase price in excess of book value for certain
inventories on hand at the date of acquisition is referred to as inventory step-up. Inventory step-up represents an
assumed manufacturing profit attributable to the acquired business prior to acquisition.
Accelerated depreciation
We recognized accelerated depreciation for certain assets primarily in connection with the multi-year
implementation of a new global ERP system which is intended to replace our then-existing operating and financial
systems.
Undesignated commodity derivative contracts
Net gain (loss) on undesignated commodity derivative contracts represents a net gain (loss) from the
changes in fair value of undesignated commodity derivative contracts. The net gain (loss) is reported outside of
segment operating results until such time that the underlying exposure is recognized in the segment operating
results. At settlement, the net gain (loss) from the changes in fair value of the undesignated commodity derivative
contracts is reported in the appropriate operating segment, allowing the results of our operating segments to
reflect the economic effects of the commodity derivative contracts without the resulting unrealized mark to fair
value volatility.
Selling, general, and administrative expenses
Restructuring and other strategic business development costs
We recognized costs primarily in connection with costs to optimize our portfolio, gain efficiencies, and
reduce our cost structure within the Wine and Spirits segment.
Net gain (loss) on foreign currency derivative contracts
We recognized a net loss primarily in connection with the settlement of foreign currency forward
contracts entered into to fix the U.S. dollar cost of the May 2020 Canopy Investment.
Transaction, integration, and other acquisition-related costs
We recognized transaction, integration, and other acquisition-related costs in connection with our
investments, acquisitions, and divestitures.
Impairment of intangible assets
We recognized trademark impairment losses related to our Beer segment’s Four Corners craft beer
trademark asset (Fiscal 2021) and Ballast Point craft beer trademark asset (Fiscal 2020). For additional information,
refer to Note 7.
COVID-19 incremental costs
We recognized costs for payments to third-party general contractors to maintain their workforce for
expansion activities at the Obregon Brewery and recognized costs for incremental wages and hazard payments to
employees.
Other gains (losses)
We recognized other gains (losses) primarily in connection with (i) a gain recognized on the sale of a
vineyard (Fiscal 2021), (ii) a gain on the remeasurement of our previously held equity interest in Nelson’s Green
Brier to the acquisition-date fair value (Fiscal 2020), (iii) an increase in estimated fair value of a contingent liability
associated with a prior period acquisition (Fiscal 2020), and (iv) recognition of previously deferred gain upon
release of a related guarantee (Fiscal 2020).
Impairment of assets held for sale
We recognized impairments of long-lived assets held for sale in connection with the (i) Wine and Spirits
Divestitures (Fiscal 2021, Fiscal 2020), (ii) the Concentrate Business Divestiture (Fiscal 2021, Fiscal 2020), and
(iii) the Ballast Point Divestiture (Fiscal 2020). For additional information, refer to Note 7.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 36
Table of Contents PART II
ITEM 7. MD&A
Gain (loss) on sale of business
We recognized a net gain (loss) primarily on the completion of the Paul Masson Divestiture, the Wine and
Spirits Divestitures (Fiscal 2021), and the Black Velvet Divestiture (Fiscal 2020).
Income (loss) from unconsolidated investments
We recognized an unrealized gain (loss) primarily from (i) the changes in fair value of our securities
measured at fair value, (ii) equity in earnings (losses) from Canopy’s results of operations, (iii) equity losses from
Canopy related to costs designed to improve their organizational focus, streamline operations, and align
production capability with projected demand (Fiscal 2021), and (iv) the increase in fair value resulting from the
June 2019 modification of the terms of the November 2018 Canopy Warrants (Fiscal 2020). For additional
information, refer to Notes 7 and 10.
Business segments
Net sales
(in millions)
Beer
Wine and Spirits:
Wine
Spirits
Total Wine and Spirits
Canopy
Consolidation and Eliminations
Consolidated net sales
Beer segment
Fiscal 2021
Fiscal 2020
Dollar
Change
Percent
Change
$
6,074.6 $
5,615.9 $
458.7
8%
2,208.4
331.9
2,540.3
378.6
(378.6)
2,367.5
360.1
2,727.6
290.2
(290.2)
$
8,614.9 $
8,343.5 $
(159.1)
(28.2)
(187.3)
88.4
(88.4)
271.4
(7%)
(8%)
(7%)
30%
(30%)
3%
Fiscal 2021
Fiscal 2020
Dollar
Change
Percent
Change
(in millions, branded product, 24-pack, 12-ounce case equivalents)
Net sales
Shipment volume
Total
Organic (1)
Depletion volume (1) (2)
$
6,074.6 $
5,615.9 $
458.7
8%
334.6
334.6
311.9
309.4
7.3%
8.1%
7.1%
(1)
Includes an adjustment to remove volume associated with the Ballast Point Divestiture for the period March 2,
2019, through February 29, 2020.
(2) Depletions represent distributor shipments of our respective branded products to retail customers, based on
third-party data.
The increase in Beer net sales is largely due to $451.6 million of volume growth within our Mexican beer
portfolio, which benefited from continued consumer demand, new product introductions, and line extensions,
$69.7 million favorable impact from pricing in select markets within our Mexican beer portfolio, and $35.0 million
increase from favorable product mix shift, partially offset by $92.0 million from the Ballast Point Divestiture.
Favorable product mix shift primarily resulted from increased sales of Corona Hard Seltzer and a reduction in on-
premise keg sales. Inventory in our distribution channels returned to normal levels by the end of Fiscal 2021
following reduced production levels at our major breweries in Mexico earlier in the year.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 37
Table of Contents
PART II
ITEM 7. MD&A
Wine and Spirits segment
(in millions, branded product, 9-liter case equivalents)
Net sales
Shipment volume
Total
Organic (3) (4) (5)
U.S. Domestic
Organic U.S. Domestic (3) (4) (5)
U.S. Domestic depletion volume (2) (3) (4) (5)
Fiscal 2021
Fiscal 2020
Dollar
Change
Percent
Change
$
2,540.3 $
2,727.6 $
(187.3)
(7%)
45.0
45.0
41.5
41.5
53.6
47.3
49.5
43.4
(16.0%)
(4.9%)
(16.2%)
(4.4%)
(2.8%)
(3)
(4)
(5)
Includes an adjustment to remove volume associated with the Black Velvet Divestiture for the period March 1,
2019, through October 31, 2019.
Includes an adjustment to remove volume associated with the Wine and Spirits Divestitures for the period
January 5, 2020, through February 29, 2020.
Includes an adjustment to remove volume associated with the Paul Masson Divestiture for the period
January 12, 2020, through February 29, 2020.
The decrease in Wine and Spirits net sales is primarily due to $230.9 million from recent divestitures and
$96.4 million decline in branded wine and spirits volume, driven by the brands divested in January 2021, partially
offset by $102.5 million of favorable product mix shift and $51.1 million from favorable pricing. The Wine and
Spirits Fiscal 2021 results have been negatively impacted by (i) recent divestitures, (ii) on-premise and retail tasting
room closures as a result of COVID-19 containment measures, and (iii) transition activities with distributors
repositioning for ownership of brands, partially offset by an increase in off-premise and a continued focus on NPD
and growing our brands.
Canopy segment
Our ownership interest in Canopy allows us to exercise significant influence, but not control, and,
therefore, we account for our investment in Canopy under the equity method. Amounts included for the
Canopy segment represent 100% of Canopy’s reported results on a two-month lag. Accordingly, we
recognized our share of Canopy’s earnings (losses) from January through December 2020, in our Fiscal
2021 results and January through December 2019, in our Fiscal 2020 results. Although we own less than
100% of the outstanding shares of Canopy, 100% of the Canopy results are included and subsequently
eliminated to reconcile to our consolidated financial statements. See “Income (loss) from unconsolidated
investments” below for a discussion of Canopy’s net sales, gross profit (loss), selling, general, and
administrative expenses, and operating income (loss).
Gross profit
(in millions)
Beer
Wine and Spirits
Canopy
Consolidation and Eliminations
Comparable Adjustments
Consolidated gross profit
Fiscal 2021
Fiscal 2020
Dollar
Change
Percent
Change
$
3,402.4 $
3,125.2 $
1,115.2
1,189.0
(14.1)
14.1
(51.6)
45.4
(45.4)
(162.3)
$
4,466.0 $
4,151.9 $
277.2
(73.8)
(59.5)
59.5
110.7
314.1
9%
(6%)
NM
NM
68%
8%
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 38
Table of Contents
PART II
ITEM 7. MD&A
The increase in Beer is primarily due to $259.3 million of volume growth and the $69.7 million favorable
impact from pricing, partially offset by $19.9 million of higher cost of product sold, $18.5 million decrease
in gross profit due to the Ballast Point Divestiture, and $9.4 million of unfavorable product mix shift. The
higher cost of product sold is largely due to $39.6 million increased operational costs and $3.8 million
increased logistics costs, partially offset by $23.5 million of foreign currency transactional benefits. The
increase in operational costs primarily consisted of (i) $32.3 million of higher material costs, largely
attributable to glass, and (ii) $15.7 million of inflation and increased brewery compensation and benefits,
partially offset by $20.4 million of favorable fixed cost absorption related to increased production in
Fiscal 2021. The increase in logistics costs primarily consisted of $14.5 million increased transportation
costs, partially offset by $11.8 million of decreased obsolescence driven by lower inventory levels as we
replenished our distribution channels. Unfavorable product mix shift primarily resulted from increased
sales of Corona Hard Seltzer, partially offset by a reduction in on-premise keg sales.
The decrease in Wine and Spirits is largely due to a decrease of $90.0 million in gross profit due to the
recent divestitures, $66.5 million higher cost of product sold, and $33.1 million of decline in branded
wine and spirits volume, driven by the brands divested in January 2021, partially offset by $71.5 million of
favorable product mix shift and the $51.1 million from favorable pricing. Higher cost of product sold was
largely attributable to unfavorable fixed cost absorption including $28.6 million from decreased
production levels at certain facilities in the second half of fiscal 2021 as a result of the 2020 U.S. wildfires,
certain spirits packaging size obsolescence, increased winery compensation and benefits, as well as
increased packaging costs, including glass and labels, partially offset by lower grape raw material costs.
Gross profit as a percent of net sales increased to 51.8% for Fiscal 2021 compared with 49.8% for Fiscal
2020. This was largely due to (i) a favorable change of approximately 130 basis points in Comparable Adjustments,
(ii) favorable impacts from both Beer and Wine and Spirits pricing in select markets, which contributed
approximately 40 basis points and 30 basis points of rate growth, respectively, and (iii) 30 basis points of favorable
impact from the recent divestitures, partially offset by approximately 80 basis points of rate decline from higher
cost of product sold within the Wine and Spirits segment and an unfavorable product mix shift for the Beer
segment contributing approximately 30 basis points of rate decline.
Selling, general, and administrative expenses
(in millions)
Beer
Wine and Spirits
Corporate Operations and Other
Canopy
Consolidation and Eliminations
Comparable Adjustments
Fiscal 2021
Fiscal 2020
Dollar
Change
Percent
Change
$
908.1 $
492.8
228.6
1,481.9
(1,481.9)
35.6
877.3 $
480.6
223.9
731.2
(731.2)
40.0
30.8
12.2
4.7
750.7
(750.7)
(4.4)
4%
3%
2%
NM
NM
(11%)
Consolidated selling, general, and administrative
expenses
$
1,665.1 $
1,621.8 $
43.3
3%
The increase in Beer is primarily due to an increase of $26.9 million in marketing spend that was largely
driven by increased advertising resulting from planned investments to support the growth of our Mexican
beer portfolio predominantly in the fourth quarter of Fiscal 2021.
The increase in Wine and Spirits is primarily due to an increase of $8.6 million in marketing spend that
was largely driven by an increased focus on eCommerce and digital marketing placement for our higher-
end, higher-margin brands and a $5.9 million increase in general and administrative expenses. The
increase in general and administrative expenses is driven by increased compensation and benefits,
partially offset by a favorable impact from reduced travel driven by COVID-19 containment measures and
certain cost saving initiatives.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 39
Table of Contents
PART II
ITEM 7. MD&A
The increase in Corporate Operations and Other is largely due to approximately a $15 million increase in
compensation and benefits, $6 million of unfavorable foreign currency losses, and an increase of
$2 million in charitable contributions, primarily driven by COVID-19 support efforts, partially offset by
decreased insurance related costs of $17 million and $6 million of favorable impact from reduced travel
driven by COVID-19 containment measures.
Selling, general, and administrative expenses as a percent of net sales decreased to 19.3% for Fiscal 2021
as compared with 19.4% for Fiscal 2020. The decrease is driven largely by approximately 490 basis points of rate
decline as the increase in Beer net sales exceeded the increase in selling, general, and administrative expenses,
and approximately 40 basis points in Comparable Adjustments rate decline, largely offset by approximately
470 basis points of rate growth from the recent Wine and Spirits divestitures and an increase in Corporate
Operations and Other general and administrative expenses, which resulted in 45 basis points of rate growth.
Operating income (loss)
(in millions)
Beer
Wine and Spirits
Corporate Operations and Other
Canopy
Consolidation and Eliminations
Comparable Adjustments
Fiscal 2021
Fiscal 2020
Dollar
Change
Percent
Change
$
2,494.3 $
2,247.9 $
622.4
(228.6)
(1,496.0)
1,496.0
(97.0)
708.4
(223.9)
(685.8)
685.8
(577.9)
246.4
(86.0)
(4.7)
(810.2)
810.2
480.9
636.6
11%
(12%)
(2%)
NM
NM
83%
30%
Consolidated operating income (loss)
$
2,791.1 $
2,154.5 $
The increase in Beer is primarily attributable to the strong volume growth within our Mexican beer
portfolio and favorable pricing impact, partially offset by the increased marketing spend and higher cost
of product sold.
The decrease in Wine and Spirits was driven largely by the recent divestitures, the higher cost of product
sold, and the decline in branded wine and spirits volume, partially offset by favorable impacts from
product mix shift and pricing.
As previously discussed, the Corporate Operations and Other increase in operating loss is due largely to
the increase in compensation and benefits, unfavorable foreign currency losses, and increased charitable
contributions, partially offset by decreased insurance related costs and the favorable impact from
reduced travel.
Income (loss) from unconsolidated investments
General
(in millions)
Unrealized net gain (loss) on securities measured at fair
value (1)
Equity in earnings (losses) from Canopy and related
activities (2)
Equity in earnings (losses) from other equity method
investees
Net gain (loss) on sale of unconsolidated investment
Fiscal 2021
Fiscal 2020
Dollar
Change
Percent
Change
$
802.0 $
(2,126.4) $
2,928.4
138 %
(679.0)
(575.9)
(103.1)
(18) %
27.3
—
33.3
0.4
(6.0)
(0.4)
$
150.3 $
(2,668.6) $
2,818.9
(18%)
NM
106 %
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 40
Table of Contents
PART II
ITEM 7. MD&A
(1)
(2)
Fiscal 2020 includes an unrealized net loss from the changes in fair value of our securities measured at fair value
of $3,302.4 million, partially offset by an $1,176.0 million unrealized gain resulting from the June 2019 Warrant
Modification.
Fiscal 2021 includes $359.6 million of costs designed to improve their organizational focus, streamline
operations, and align production capability with projected demand and Fiscal 2020 includes our share of
Canopy’s additional loss resulting from the June 2019 Warrant Modification of $409.0 million.
Canopy segment
Canopy net sales increased to $378.6 million for Fiscal 2021 from $290.2 million for Fiscal 2020. This
increase of $88.4 million, or 30% is primarily attributable to an increase in other product offering sales
and international medical sales, as well as additional Canadian recreational sales. The increase in other
sales resulted from (i) the expansion of their U.S. distribution network for vaporizers sold by Storz &
Bickel GmbH & Co. KG, (ii) beauty, skincare, wellness, and sleep product sales from their May 2019
acquisition of This Works Products Limited, and (iii) sales of sports nutrition beverages, mixes, protein,
gum, and mints from their October 2019 acquisition of BioSteel. The increase in international medical
sales largely resulted from Canopy’s April 2019 acquisition of C3. Canadian recreational sales benefited
from the introductions of retail stores across Canada and cannabis-infused beverages. Canopy gross
profit (loss) decreased to $(14.1) million for Fiscal 2021 from $45.4 million for Fiscal 2020. This decrease
of $59.5 million is primarily driven by inventory write-downs related to its organizational and strategic
review of their business and detailed evaluation of inventory. Canopy selling, general, and administrative
expenses increased $750.7 million primarily from (i) their decision to close greenhouse facilities as well as
other changes related to its organizational and strategic review of their business and (ii) expected credit
losses on financial assets and related charges, partially offset by a reduction in stock-based compensation
expense. The combination of these factors were the main contributors to the increase in operating loss of
$810.2 million.
Interest expense
Interest expense decreased to $385.7 million for Fiscal 2021 from $428.7 million for Fiscal 2020. This
decrease of $43.0 million, or 10% is predominantly due to lower average borrowings of approximately $1.2 billion
primarily attributable to the partial repayment of financing entered into in connection with the November 2018
Canopy Transaction.
(Provision for) benefit from income taxes
Our effective tax rate for Fiscal 2021 was 20.1% of tax expense as compared with 102.3% of tax benefit for
Fiscal 2020. In comparison to prior year, our taxes were negatively impacted primarily by:
•
•
•
the recognition of a $547.4 million net income tax benefit resulting from the remeasurement of our
deferred tax assets for Fiscal 2020 in connection with the September 2019 enactment of tax reform in
Switzerland,
lower net income tax benefits recorded for Fiscal 2021 as compared with Fiscal 2020 on the changes in
fair value of our investment in Canopy and Canopy equity in earnings (losses); and
a lower net income tax benefit from stock-based compensation award activity for Fiscal 2021 from
changes in option exercise activity.
For additional information, refer to Note 13.
We expect our reported effective tax rate for the next fiscal year to be in the range of 21% to 23%. This
range includes the estimated impact of the expected long-lived asset impairment of brewery construction in
progress. For additional information, refer to Note 23. Since estimates are not currently available, this range does
not reflect any future changes in the fair value of our Canopy investment measured at fair value and any future
equity in earnings (losses) and related activities from the Canopy Equity Method Investment.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 41
Table of Contents PART II
ITEM 7. MD&A
Net income (loss) attributable to CBI
Net income (loss) attributable to CBI increased to $1,998.0 million for Fiscal 2021 from $(11.8) million for
Fiscal 2020. This increase of $2,009.8 million is largely attributable to (i) the unrealized net gain from the changes
in fair value of our investment in Canopy in Fiscal 2021 as compared with an unrealized net loss in Fiscal 2020,
(ii) an impairment of long-lived assets held for sale for Fiscal 2020, (iii) and strong volume growth within the Beer
segment, partially offset by the Fiscal 2021 provision for income taxes as compared with a benefit from income
taxes for Fiscal 2020.
Liquidity and Capital Resources
General
Our primary source of liquidity has been cash flow from operating activities. Our ability to consistently
generate robust cash flow from our operations is one of our most significant financial strengths, it enables us to
invest in our people and brands, make capital investments and strategic acquisitions, provide a cash dividend
program, and from time-to-time, repurchase shares of our common stock. Our largest use of cash in our
operations is for purchasing and carrying inventories and carrying seasonal accounts receivable. Historically, we
have used this cash flow to repay our short-term borrowings and fund capital expenditures. Additionally, our
commercial paper program is used to fund our short-term borrowing requirements and to maintain our access to
the capital markets. We use our short-term borrowings, including our commercial paper program, to support our
working capital requirements and capital expenditures. COVID-19 has negatively impacted the global economy and
financial markets. A prolonged impact could interfere with our ability to access sources of liquidity or at favorable
rates and to generate sufficient operating cash flows. We also have used opportunities to defer some payments
including certain payroll taxes under the CARES Act afforded to us during the pandemic.
We seek to maintain adequate liquidity to meet working capital requirements, fund capital expenditures,
and repay scheduled principal and interest payments on debt. Absent deterioration of market conditions, we
believe that cash flows from operating activities and financing activities, primarily short-term borrowings, will
provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt,
anticipated dividend payments, periodic share repurchases, and anticipated capital expenditure requirements for
both our short-term and long-term capital needs.
On May 1, 2020, we exercised the November 2017 Canopy Warrants for an aggregate amount of
C$245.0 million, or $173.9 million with cash from operations.
Cash flows
(in millions)
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash and cash equivalents
Fiscal 2021
Fiscal 2020
Dollar
Change
$
2,806.5 $
2,551.1 $
(87.9)
(2,346.6)
7.2
(531.0)
(2,031.4)
(0.9)
255.4
443.1
(315.2)
8.1
391.4
Net increase (decrease) in cash and cash equivalents
$
379.2 $
(12.2) $
Operating activities
The increase in net cash provided by operating activities for Fiscal 2021 is largely due to strong cash flow
from the Beer segment driven primarily by the segment’s solid operating results, combined with the timing of
collections for recoverable value-added taxes. Net cash provided by operating activities also benefited from
reduced inventories for the Wine and Spirits segment as a result of the 2020 U.S. wildfires. The increase in net
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 42
Table of Contents
PART II
ITEM 7. MD&A
cash provided by operating activities was partially offset by higher income tax payments in Fiscal 2021 primarily
due to a change in estimated taxable income and the receipt of a federal tax refund in Fiscal 2020.
Investing activities
Net cash used in investing activities for Fiscal 2021 decreased primarily due to higher proceeds from sale
of business of $729.8 million for Fiscal 2021 as compared with Fiscal 2020. The decrease was partially offset by the
May 2020 exercise of the November 2017 Canopy Warrants for $173.9 million and higher Fiscal 2021 capital
expenditures of $138.1 million.
Business investments, acquisitions, and divestitures consist primarily of the following:
Investments
Acquisitions
Divestitures
Fiscal 2021
Fiscal 2020
● May 2020 Canopy Investment ● Copper & Kings
● Paul Masson Grande Amber Brandy
● Booker Vineyard
● Empathy Wines
● Wine and Spirits Divestiture
● Nobilo Wine
● Concentrates and high-color concentrates
● Ballast Point
For additional information on these investments, acquisitions, and divestitures, refer to Notes 2, 7, and 10.
● Nelson’s Green Brier
● Black Velvet Canadian Whisky
Financing activities
The increase in net cash provided by (used in) financing activities consists of:
Fiscal 2021
Fiscal 2020
Dollar
Change
(in millions)
Net proceeds from (payments of) debt, current and long-term, and related
activities
Dividends paid
Purchases of treasury stock
Net cash provided by stock-based compensation activities
Distributions to noncontrolling interests
Payment of contingent consideration
Net cash provided by (used in) financing activities
$
$
(1,787.8) $
(575.0)
—
51.2
(35.0)
—
(2,346.6) $
(1,464.8) $
(569.2)
(50.0)
63.9
—
(11.3)
(2,031.4) $
(323.0)
(5.8)
50.0
(12.7)
(35.0)
11.3
(315.2)
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 43
Table of Contents
PART II
ITEM 7. MD&A
Debt
Total debt outstanding as of February 28, 2021, amounted to $10,442.3 million, a decrease of $1,742.3
million from February 29, 2020. This decrease consisted of:
Debt repayment
Debt issuance
Bank facilities
In March 2020, we entered into the 2020 Restatement Agreement that amended and restated the 2018
Credit Agreement. This resulted in (i) the removal of the subsidiary guarantees and termination of the guarantee
agreement, (ii) the inclusion of the parent guaranty provisions in connection with the termination of the guarantee
agreement, (iii) the removal of certain provisions pertaining to term loans since no term loans are outstanding,
and (iv) the revision of the LIBOR successor rate provisions to permit the use of rates based on the SOFR
administered by the Federal Reserve Bank of New York.
In March 2020, we entered into the Term Loan Restatement Agreement and the 2020 Term Loan
Restatement Agreement, that amended and restated the Term Credit Agreement and the 2019 Term Credit
Agreement, respectively. These new agreements each resulted in (i) the removal of the subsidiary guarantees and
termination of the respective guarantee agreements and (ii) the revision of the LIBOR successor rate provisions in
each to permit the use of rates based on SOFR. We prepaid the remaining outstanding Three-Year Term Facility
and Five-Year Term Facility borrowings under our 2020 Term Credit Agreement in Fiscal 2021.
Senior notes
In April 2020, we issued the April 2020 Senior Notes. Proceeds from this offering, net of discount and debt
issuance costs, of $1,183.3 million were primarily used for the repayment of our 2.25% November 2017 Senior
Notes and a portion of the Three-Year Term Facility outstanding obligations under our 2020 Term Credit
Agreement.
In November 2020, we repaid the Senior Floating Rate Notes with cash on hand. In February 2021, we
repaid the 3.75% May 2013 Senior Notes utilizing cash proceeds from the Wine and Spirits Divestitures.
General
The majority of our outstanding borrowings as of February 28, 2021, consisted of fixed-rate senior
unsecured notes, with maturities ranging from calendar 2022 to calendar 2050, and a variable-rate senior
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 44
$ (in millions)$12,184.6$(816.7)$(698.7)$(647.9)$(499.2)$(238.9)$(24.8)$594.3$589.6$10,442.3Feb 29,20202020TermCreditAgreement2.25%November2017SeniorNotesSeniorFloatingRateNotes3.75%May2013SeniorNotesCommercialpaperOther2.875%April2020SeniorNotes3.75%April2020SeniorNotesFeb 28,20219,00010,00011,00012,00013,000Table of Contents PART II
ITEM 7. MD&A
unsecured term loan facility under our March 2020 Term Credit Agreement, originally entered into in June 2019,
with a calendar 2024 maturity date as follows:
Additionally, we have a commercial paper program which provides for the issuance of up to an aggregate
principal amount of $2.0 billion of commercial paper. Our commercial paper program is backed by unused
commitments under our revolving credit facility under our 2020 Credit Agreement. Accordingly, outstanding
borrowings under our commercial paper program reduce the amount available under our revolving credit facility
under our 2020 Credit Agreement.
We do not have purchase commitments from buyers for our commercial paper and, therefore, our ability
to issue commercial paper is subject to market demand. If the commercial paper market is not available to us for
any reason when commercial paper borrowings mature, we will utilize unused commitments under our revolving
credit facility under our 2020 Credit Agreement to repay commercial paper borrowings. We do not expect that
fluctuations in demand for commercial paper will affect our liquidity given our borrowing capacity available under
our revolving credit facility under our 2020 Credit Agreement.
We had the following borrowing capacity available under our 2020 Credit Agreement:
(in millions)
Revolving credit facility (1)
Remaining Borrowing Capacity
February 28,
2021
April 14,
2021
$
1,988.3 $
1,988.4
(1) Net of outstanding revolving credit facility borrowings and outstanding letters of credit under our 2020 Credit
Agreement and outstanding borrowings under our commercial paper program.
The financial institutions participating in our 2020 Credit Agreement have complied with prior funding
requests and we believe they will comply with any future funding requests. However, there can be no assurances
that any particular financial institution will continue to do so.
We and our subsidiaries are subject to covenants that are contained in our 2020 Credit Agreement,
including those restricting the incurrence of additional indebtedness, additional liens, mergers and consolidations,
transactions with affiliates, and sale and leaseback transactions, in each case subject to numerous conditions,
exceptions, and thresholds. The financial covenants are limited to a minimum interest coverage ratio and a
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 45
Calendar Year Debt Maturities$ (in millions)March 2020 Term Credit AgreementSenior Notes20222023202420252026202720282029203020472048205002505007501,0001,2501,5001,750Table of Contents PART II
ITEM 7. MD&A
maximum net leverage ratio, both as defined in our 2020 Credit Agreement. As of February 28, 2021, under our
2020 Credit Agreement, the minimum interest coverage ratio was 2.5x and the maximum net leverage ratio was
4.5x.
The representations, warranties, covenants, and events of default set forth in our March 2020 Term Credit
Agreement are substantially similar to those set forth in our 2020 Credit Agreement.
Our indentures relating to our outstanding senior notes contain certain covenants, including, but not
limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions, and
(iii) restrictions on mergers, consolidations, and the transfer of all or substantially all of our assets to another
person.
As of February 28, 2021, we were in compliance with our covenants under our 2020 Credit Agreement, our
March 2020 Term Credit Agreement, and our indentures, and have met all debt payment obligations.
For further discussion and presentation of our borrowings and available sources of borrowing, refer to
Note 12.
Common stock dividends
On April 7, 2021, our Board of Directors declared a quarterly cash dividend of $0.76 per share of Class A
Common Stock, $0.69 per share of Class B Convertible Common Stock, and $0.69 per share of Class 1 Common
Stock payable on May 18, 2021, to stockholders of record of each class on May 4, 2021. We expect to return
approximately $580 million to stockholders in Fiscal 2022 through cash dividends.
We currently expect to continue to pay a regular quarterly cash dividend to stockholders of our common
stock in the future, but such payments are subject to approval of our Board of Directors and are dependent upon
our financial condition, results of operations, capital requirements, and other factors, including those set forth
under Item 1A “Risk Factors” of this Form 10-K.
Share Repurchase Program
Our Board of Directors has authorized the repurchase of up to $3.0 billion of our Class A Common Stock
and Class B Convertible Common Stock under the 2018 Authorization and the repurchase of up to $2.0 billion of
our Class A Common Stock and Class B Convertible Common Stock under the 2021 Authorization. Shares
repurchased under the 2018 Authorization have become treasury shares. No shares were repurchased during the
fourth quarter of fiscal 2021.
As of February 28, 2021, total shares repurchased under the 2018 Authorization and the 2021
Authorization are as follows:
(in millions, except share data)
2018 Authorization
2021 Authorization
Class A Common Shares
Dollar Value
of Shares
Repurchased
Number of
Shares
Repurchased
Repurchase
Authorization
$
$
3,000.0 $
1,045.9
4,897,605
2,000.0 $
—
—
Share repurchases under the 2018 Authorization and 2021 Authorization may be accomplished at
management’s discretion from time to time based on market conditions, our cash and debt position, and other
factors as determined by management. Shares may be repurchased through open market or privately negotiated
transactions. We may fund future share repurchases with cash generated from operations and/or proceeds from
borrowings. Any repurchased shares will become treasury shares.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 46
Table of Contents PART II
ITEM 7. MD&A
We currently expect to continue to repurchase shares in the future, but such repurchases are dependent
upon our financial condition, results of operations, capital requirements, and other factors, including those set
forth under Item 1A “Risk Factors” of this Form 10-K.
For additional information, refer to Note 17.
Capital Resources
We have maintained adequate liquidity to meet working capital requirements, fund capital expenditures,
and repay scheduled principal and interest payments on debt. Absent deterioration of market conditions, we
believe that cash flows from operating activities and financing activities, primarily short-term borrowings, will
provide adequate resources to satisfy our working capital, scheduled principal and interest payments on debt,
anticipated dividend payments, periodic share repurchases, and anticipated capital expenditure requirements for
both our short-term and long-term capital needs. As of February 28, 2021, our $460.6 million cash and cash
equivalent balance reflects the recent sale of a portion of our wine and spirits business.
The following sets forth information about our outstanding obligations at February 28, 2021. For a detailed
discussion of the items noted in the following table, refer to Notes 11, 12, 13, 14, 15, and 16.
(in millions)
Contractual obligations:
Long-term debt (excluding unamortized debt issuance costs and
unamortized discounts)
Interest payments on long-term debt (1)
Operating leases
Other long-term liabilities (2)
Purchase obligations
Raw materials and supplies
Contract services
Capital expenditures (3)
In-process inventories
Other purchase obligations
Other:
Return value to shareholders (4)
Investments in businesses (5)
Short-term
payments
Long-term
payments
Total
$
$
$
$
$
$
$
$
$
$
$
29.2 $
386.7 $
84.6 $
49.0 $
994.0 $
189.1 $
140.0 $
30.9 $
8.4 $
10,490.7 $
3,707.6 $
574.7 $
207.7 $
10,519.9
4,094.3
659.3
256.7
3,069.8 $
627.4 $
103.7 $
44.4 $
18.0 $
4,063.8
816.5
243.7
75.3
26.4
580.0 $
2.0 $
3,225.8 $
165.3 $
3,805.8
167.3
(1)
Interest payments on long-term debt do not include interest related to finance lease obligations as amounts are
not material.
(2) Other long-term liabilities do not include payments for unrecognized tax benefit liabilities of $204.7 million due
to the uncertainty of the timing of future cash flows associated with these unrecognized tax benefit liabilities. In
addition, other long-term liabilities do not include expected payments for interest and penalties associated with
unrecognized tax benefit liabilities as amounts are not material. For a detailed discussion of these items, refer to
Note 13.
(3) Contracts to purchase equipment and services primarily related to the Obregon Brewery expansion. For further
information about these purchase obligations, refer to “Capital Expenditures” below.
(4) Publicly announced intent to return $5 billion in value to shareholders through dividends and share repurchases
to be made from Fiscal 2020 through Fiscal 2023. We have returned $1,194.2 million through Fiscal 2021.
(5) Publicly announced intent to invest (i) $100 million in female-founded or led companies through our Focus on
Female Founders program over a ten-year period concluding in fiscal 2029 and (ii) $100 million to support
African American/Black and minority-owned startups in the beverage alcohol space and related categories over a
ten-year period concluding in fiscal 2031. We have invested $32.7 million through Fiscal 2021 in female-founded
or led companies.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 7. MD&A
Capital expenditures
During Fiscal 2021, we incurred $864.6 million
for capital expenditures, including $693.9 million for the
Beer segment primarily for the Mexico Beer Projects.
We plan to spend from $1.0 billion to $1.1 billion
for capital expenditures in Fiscal 2022, including
approximately $900 million for the Beer segment
associated primarily with the Mexico Beer Projects. The
remaining planned Fiscal 2022 capital expenditures
consist of improvements to existing operating facilities
and replacements of existing equipment and/or
buildings. The Mexico Beer Projects are expected to be
completed by Fiscal 2025. Accordingly, we expect to
spend approximately $700 million to $900 million
annually in Fiscal 2023 through Fiscal 2025 for the Beer
segment. Management reviews the capital expenditure
program periodically and modifies it as required to meet
current business needs.
In fiscal 2017, we began construction of the Mexicali Brewery. In March 2020, a public consultation was
held on the construction of our Mexicali Brewery. Following the negative result of the public consultation, we are
in discussions with government officials in Mexico regarding next steps for our brewery construction project and
options elsewhere in the country. We intend to continue working with government officials to mutually agree
upon a path forward. At this time, we have suspended all Mexicali Brewery construction activities. See Note 23 for
further discussion.
Critical accounting policies and estimates
Our significant accounting policies are more fully described in Note 1. Certain policies are particularly
important to the portrayal of our financial position and results of operations and require the application of
significant judgment by management to determine appropriate assumptions to be used in certain estimates; as a
result, they are subject to an inherent degree of uncertainty. Estimates are based on historical experience,
observance of trends in the industry, information provided by our customers and information available from other
outside sources, as appropriate. We review estimates to ensure that they appropriately reflect changes in our
business on an ongoing basis. Our critical accounting estimates include:
•
Fair value of financial instruments. Management’s estimate of fair value requires significant judgment
and is subject to a high degree of variability based upon market conditions and the availability of
specific information. The fair values of our financial instruments that require the application of
significant judgment by management are as follows:
Canopy investment
Equity securities, Warrants – estimated using the Black-Scholes option-pricing model (Level 2 fair
value measurement) and Monte Carlo simulations (Level 2 fair value measurement). These
valuation models use various market-based inputs, including stock price, remaining contractual
term, expected volatility, risk-free interest rate, and expected dividend yield, as applicable.
Management applies significant judgment in its determination of expected volatility. We consider
both historical and implied volatility levels of the underlying equity security and apply limited
consideration of historical peer group volatility levels.
Debt securities, Convertible – estimated using a binomial lattice option-pricing model (Level 2 fair
value measurement), which includes an estimate of the credit spread based on market spreads
using bond data as of the valuation date. This valuation model uses various market-based inputs,
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 48
Fiscal 2021 Mexico Beer Projects SpendNavaBrewery21%Glassproductionplant4%ObregonBrewery76%Table of Contents PART II
ITEM 7. MD&A
including stock price, remaining term, expected volatility, risk-free interest rate, and expected
dividend yield, as applicable.
• Goodwill and other intangible assets. Goodwill and other intangible assets are classified into three
categories: (i) goodwill, (ii) intangible assets with definite lives subject to amortization, and
(iii) intangible assets with indefinite lives not subject to amortization. In estimating the fair value of the
reporting units, management must make assumptions and projections regarding items such as future
cash flows, revenues, earnings, and other factors. The assumptions used reflect management’s
estimates and are based on historical trends, projections and assumptions, including expectations of
future economic and competitive conditions that are used in current strategic operating plans,
however, are subject to change as a result of changing market conditions. If these estimates or their
related assumptions change in the future, we may be required to recognize an impairment loss for
these assets. The recognition of any resulting impairment loss could have a material adverse impact on
our financial statements.
We perform annual impairment tests and re-evaluate the useful lives of other intangible assets with
indefinite lives at the annual impairment test measurement date of January 1 or when circumstances
arise that indicate a possible impairment or change in useful life might exist.
Goodwill – Our reporting units with goodwill include the Beer segment and the Wine and Spirits
segment. In the fourth quarter of fiscal 2021, we performed our annual goodwill impairment
analysis using the quantitative assessment. No indication of impairment was noted for any of our
reporting units, as the estimated fair value of each of our reporting units with goodwill exceeded
their carrying value. Based on this analysis, the reporting unit with the lowest amount of
estimated fair value in excess of its carrying value was the Wine and Spirits reporting unit with
approximately 108% excess fair value. For Fiscal 2020 and Fiscal 2019, as a result of our annual
goodwill impairment analyses, we concluded that there were no indications of impairment for
either of our reporting units.
The most significant assumptions used in the discounted cash flow calculation to determine the
estimated fair value of our reporting units in connection with the impairment testing are: (i) the
discount rate, (ii) the expected long-term growth rate, and (iii) the annual cash flow projections.
As of January 1, 2021, if we used a discount rate that was 50 basis points higher or used an
expected long-term growth rate that was 50 basis points lower or used annual cash flow
projections that were 100 basis points lower in our impairment testing of goodwill, then the
changes individually would not have resulted in the carrying value of the respective reporting
unit’s net assets, including its goodwill, exceeding its estimated fair value. Therefore, we did not
have any indication of potential impairment.
Other intangible assets – consist primarily of customer relationships and trademarks obtained
through business acquisitions. Customer relationships are amortized over their estimated useful
lives. The trademarks that were determined to have indefinite useful lives are not amortized.
Using the quantitative assessment, our trademarks are evaluated for impairment by comparing
the carrying value of the trademarks to their estimated fair value. The estimated fair value of
trademarks is calculated based on an income approach using the relief from royalty method.
In the fourth quarter of fiscal 2021, the Beer segment’s Four Corners craft beer business
recognized a $6.0 million impairment loss in connection with its trademark asset. Certain negative
trends within our Four Corners craft beer portfolio, including slower growth rates and increased
competition, resulted in updated long-term financial forecasts indicating lower revenue and cash
flow generation for the related portfolio. This change in financial forecasts indicated it was more
likely than not the fair value of our indefinite-lived intangible asset associated with the Four
Corners craft beer trademark might be below its carrying value. Accordingly, we performed a
quantitative assessment for impairment. During the second quarter of fiscal 2020, certain
continuing negative trends within our Beer segment’s Ballast Point craft beer portfolio, including
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 7. MD&A
increased rate of revenue decline and increased competition, indicated that it was more likely
than not the fair value of our indefinite-lived intangible asset associated with the Ballast Point
craft beer trademarks might be below its carrying value. Accordingly, we performed a quantitative
assessment for impairment. As a result of this assessment, the Ballast Point craft beer trademark
asset recognized an impairment loss of $11.0 million. For the fourth quarter of fiscal 2019, the
Beer segment’s Ballast Point business recognized a trademark impairment loss of $108.0 million in
connection with certain continuing negative trends within its craft beer portfolio and a change in
strategy for this portfolio focused on improving profitability by rationalizing the number of
product offerings while targeting distribution growth in select strategic markets. Refer to Note 7
for further discussion.
The most significant assumptions used in the relief from royalty method to determine the
estimated fair value of intangible assets with indefinite lives in connection with impairment testing
are: (i) the estimated royalty rate, (ii) the discount rate, (iii) the expected long-term growth rate,
and (iv) the annual revenue projections. As of January 1, 2021, if we used a royalty rate that was
50 basis points lower or used a discount rate that was 50 basis points higher or used an expected
long-term growth rate that was 50 basis points lower or used annual revenue projections that
were 100 basis points lower in our impairment testing of intangible assets with indefinite lives,
then each change individually would not have resulted in any unit of accounting’s carrying value
exceeding its estimated fair value.
Divestitures – When some, but not all of a reporting unit is disposed of, some of the goodwill of
the reporting unit should be allocated to the portion of the reporting unit being disposed of, if that
portion constitutes a business. The allocation of goodwill is based on the relative fair values of the
portion of the reporting unit being disposed of and the portion of the reporting unit remaining.
This approach requires a determination of the fair value of both the business being disposed and
the businesses retained within the reporting unit.
For Fiscal 2021, our estimate of fair value for the Paul Masson Divestiture, the Wine and Spirits
Divestitures, the Concentrate Business Divestiture, and the Ballast Point Divestiture was
determined based on the expected proceeds from the transactions. The components sold were a
part of the Wine and Spirits or Beer segment and were included in those reporting units through
the date of divestiture. Goodwill was allocated to the assets held for sale based on the relative fair
value of the businesses being sold compared to the relative fair value of the reporting unit.
Goodwill not allocated to assets associated with the respective divestitures remained in the wine
and spirits or beer reporting unit.
• Accounting for income taxes. We estimate our deferred tax assets and liabilities, income taxes
payable, provision for income taxes, and unrecognized tax benefit liabilities based upon various factors
including, but not limited to, historical pretax operating income, future estimates of pretax operating
income, differences between book and tax treatment of various items of income and expense,
interpretation of tax laws, and tax planning strategies. We are subject to income taxes in Canada,
Mexico, Switzerland, the U.S., and other jurisdictions. We are regularly audited by federal, state, and
foreign tax authorities, but a number of years may elapse before an uncertain tax position is audited
and finally resolved.
We believe all tax positions are fully supported. We recognize tax assets and liabilities in accordance
with the FASB guidance for income tax accounting. Accordingly, we recognize a tax benefit from an
uncertain tax position when it is more likely than not the position will be sustained upon examination
based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement. Due to the complexity of some of these uncertainties, the ultimate resolution may result
in a payment that is materially different from our current estimate of the unrecognized tax benefit
liabilities. In addition, changes in existing tax laws or rates could significantly change our current
estimate of our unrecognized tax benefit liabilities. These differences will be reflected as increases or
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 7. MD&A
decreases to income tax expense in the period in which they are determined. Changes in current
estimates, if significant, could have a material adverse impact on our financial statements.
We recognize our deferred tax assets and liabilities based upon the expected future tax outcome of
amounts recognized in our results of operations. If necessary, we recognize a valuation allowance on
deferred tax assets when it is more likely than not they will not be realized. We evaluate our ability to
realize the tax benefits associated with deferred tax assets by assessing the adequacy of future
expected taxable income, historical, and projected operating results, and the availability of prudent
and feasible tax planning strategies. The realization of deferred tax assets is evaluated by jurisdiction
and the realizability of these assets can vary based on the character of the tax attribute and the
carryforward periods specific to each jurisdiction. We believe it is more likely than not the results of
future operations will generate sufficient taxable income to realize our existing deferred tax assets,
net of valuation allowances. Changes in the realizability of our deferred tax assets will be reflected in
our effective tax rate in the period in which they are determined.
Change in Accounting Guidance
Accounting guidance adopted for Fiscal 2021 did not have a material impact on our consolidated financial
statements.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a result of our global operating, investment, acquisition, and financing activities, we are exposed to
market risk associated with changes in foreign currency exchange rates, commodity prices, interest rates, and
equity prices. To manage the volatility relating to these risks, we periodically purchase and/or sell derivative
instruments including foreign currency forward and option contracts, commodity swap contracts, interest rate
swap contracts, and treasury lock contracts. We use derivative instruments to reduce earnings and cash flow
volatility resulting from shifts in market rates, as well as to hedge economic exposures. We do not enter into
derivative instruments for trading or speculative purposes.
Foreign currency and commodity price risk
Foreign currency derivative instruments are or may be used to hedge existing foreign currency
denominated assets and liabilities, forecasted foreign currency denominated sales/purchases to/from third parties
as well as intercompany sales/purchases, intercompany principal and interest payments, and in connection with
investments, acquisitions, or divestitures outside the U.S. As of February 28, 2021, we had exposures to foreign
currency risk primarily related to the Mexican peso, euro, New Zealand dollar, and Canadian dollar. Approximately
100% of our balance sheet exposures and 82% of our forecasted transactional exposures for the year ending
February 28, 2022, were hedged as of February 28, 2021.
Commodity derivative instruments are or may be used to hedge forecasted commodity purchases from
third parties as either economic hedges or accounting hedges. As of February 28, 2021, exposures to commodity
price risk which we are currently hedging include aluminum, corn, diesel fuel, natural gas, and wheat prices.
Approximately 67% of our forecasted transactional exposures for the year ending February 28, 2022, were hedged
as of February 28, 2021.
We have performed a sensitivity analysis to estimate our exposure to market risk of foreign exchange
rates and commodity prices reflecting the impact of a hypothetical 10% adverse change in the applicable market.
The volatility of the applicable rates and prices is dependent on many factors which cannot be forecasted with
reliable accuracy. Gains or losses from the revaluation or settlement of the related underlying positions would
substantially offset such gains or losses on the derivative instruments. The aggregate notional value, estimated fair
value, and sensitivity analysis for our open foreign currency and commodity derivative instruments are
summarized as follows:
Aggregate
Notional Value
Fair Value,
Net Asset (Liability)
Increase (Decrease)
in Fair Value –
Hypothetical
10% Adverse Change
February 28,
2021
February 29,
2020
February 28,
2021
February 29,
2020
February 28,
2021
February 29,
2020
(in millions)
Foreign currency contracts $
Commodity derivative
contracts
$
2,262.7 $
3,011.2 $
66.9 $
61.9 $
(129.7) $
(193.3)
221.6 $
282.8 $
15.9 $
(40.3) $
(22.5) $
21.7
Interest rate risk
The estimated fair value of our fixed interest rate debt is subject to interest rate risk, credit risk, and
foreign currency risk. In addition, we also have variable interest rate debt outstanding (primarily LIBOR-based),
certain of which includes a fixed margin subject to the same risks identified for our fixed interest rate debt.
As of February 29, 2020, we had $375.0 million of outstanding cash flow designated interest rate swap
agreements which fixed LIBOR interest rates (to minimize interest rate volatility) on our floating LIBOR rate debt.
There were no cash flow designated interest rate swap contracts outstanding as of February 28, 2021. As of
February 28, 2021, and February 29, 2020, there were no undesignated interest rate swap contracts outstanding.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
As of February 29, 2020, we had $300.0 million of outstanding cash flow designated treasury lock
agreements which fixed 10-year Treasury interest rates (to minimize interest rate volatility) on our future debt
issuances. There were no cash flow designated treasury lock contracts outstanding as of February 28, 2021. As of
February 28, 2021, and February 29, 2020, there were no undesignated treasury lock contracts outstanding.
We have performed a sensitivity analysis to estimate our exposure to market risk of interest rates
reflecting the impact of a hypothetical 1% increase in the prevailing interest rates. The volatility of the applicable
rates is dependent on many factors which cannot be forecasted with reliable accuracy. The aggregate notional
value, estimated fair value, and sensitivity analysis for our outstanding fixed-rate debt, including current maturities
and open interest rate derivative instruments, are summarized as follows:
Aggregate
Notional Value
Fair Value
Net Asset (Liability)
Increase (Decrease)
in Fair Value –
Hypothetical
1% Rate Increase
February 28,
2021
February 29,
2020
February 28,
2021
February 29,
2020
February 28,
2021
February 29,
2020
(in millions)
Fixed interest rate debt
$
10,065.5 $
10,075.3 $
(11,126.5) $
(10,942.8) $
(805.3) $
(708.4)
Interest rate swap contracts $
Treasury lock contracts
$
— $
— $
375.0 $
300.0 $
— $
— $
(0.8) $
(7.6) $
— $
— $
(0.3)
(9.7)
A 1% hypothetical change in the prevailing interest rates would have increased interest expense on our
variable interest rate debt by $12.4 million and $26.7 million for the for the years ending February 28, 2021, and
February 29, 2020, respectively.
Equity price risk
The estimated fair value of our investment in the Canopy warrants and the Canopy convertible debt
securities are subject to equity price risk, interest rate risk, credit risk, and foreign currency risk. This investment is
recognized at fair value utilizing various option-pricing models and has the potential to fluctuate from, among
other items, changes in the quoted market price of the underlying equity security. We manage our equity price
risk exposure by closely monitoring the financial condition, performance, and outlook of Canopy.
As of February 28, 2021, the fair value of our investment in the Canopy warrants and the Canopy
convertible debt securities was $1,816.0 million, with an unrealized net gain (loss) on this investment of $802.0
million recognized in our results of operations for the year ended February 28, 2021. We have performed a
sensitivity analysis to estimate our exposure to market risk of the equity price reflecting the impact of a
hypothetical 10% adverse change in the quoted market price of the underlying equity security. As of February 28,
2021, such a hypothetical 10% adverse change would have resulted in a decrease in fair value of $282.7 million.
For additional discussion on our market risk, refer to Notes 6 and 7.
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 8. Financial Statements and Supplementary Data
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2021
Management’s Annual Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm – KPMG LLP
Consolidated Balance Sheets
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies
Acquisitions, Divestitures, and Business Transformation
Inventories
Prepaid Expenses and Other
Property, Plant, and Equipment
Derivative Instruments
Fair Value of Financial Instruments
Goodwill
Intangible Assets
1.
2.
3.
4.
5.
6.
7.
8.
9.
10. Equity Method Investments
11. Other Accrued Expenses and Liabilities
12. Borrowings
13.
14. Deferred Income Taxes and Other Liabilities
15. Leases
16. Commitments and Contingencies
17. Stockholders' Equity
18. Stock-Based Employee Compensation
19. Net Income (Loss) Per Common Share Attributable to CBI
20. Accumulated Other Comprehensive Income (Loss)
21. Significant Customers and Concentration of Credit Risk
22. Business Segment Information
23. Subsequent Event
24. Selected Quarterly Financial Information (unaudited)
Income Taxes
Page
55
56
60
61
62
63
65
70
73
74
74
75
78
84
84
85
88
88
94
97
98
100
101
103
107
108
109
110
114
114
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Annual Report on Internal Control Over Financial Reporting
Management of Constellation Brands, Inc. and subsidiaries (the “Company”) is responsible for establishing
and maintaining an adequate system of internal control over financial reporting. This system is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S. generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only
reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions,
effectiveness of internal controls over financial reporting may vary over time.
Management conducted an evaluation of the effectiveness of the system of internal control over financial
reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission. Based on that evaluation, management concluded
that the Company’s internal control over financial reporting was effective as of February 28, 2021.
The effectiveness of the Company’s internal control over financial reporting has been audited by
KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Constellation Brands, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Constellation Brands, Inc. and subsidiaries’ (the Company) internal control over financial
reporting as of February 28, 2021, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of February 28, 2021,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of the Company as of February 28, 2021 and
February 29, 2020, the related consolidated statements of comprehensive income (loss), changes in stockholders’
equity, and cash flows for each of the fiscal years in the three-year period ended February 28, 2021, and the
related notes (collectively, the consolidated financial statements), and our report dated April 20, 2021 expressed
an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 56
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Rochester, New York
April 20, 2021
/s/ KPMG LLP
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 57
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Constellation Brands, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Constellation Brands, Inc. and subsidiaries (the
Company) as of February 28, 2021 and February 29, 2020, the related consolidated statements of comprehensive
income (loss), changes in stockholders’ equity, and cash flows for each of the fiscal years in the three-year period
ended February 28, 2021, and the related notes (collectively, the consolidated financial statements). In our
opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the
Company as of February 28, 2021 and February 29, 2020, and the results of its operations and its cash flows for
each of the fiscal years in the three-year period ended February 28, 2021, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of February 28, 2021, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated April 20, 2021 expressed an unqualified opinion
on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are
free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the
consolidated financial statements that were communicated or required to be communicated to the audit
committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
Fair value measurement of the Canopy warrants
As discussed in Notes 1 and 7 to the consolidated financial statements, the Company established policies for
measuring the fair value of financial instruments, including the November 2018 Canopy Warrants. As of
February 28, 2021, the recorded balance of the Company’s investment in the November 2018 Canopy
Warrants was $1,639.7 million. The Company uses option pricing models to estimate the fair value of the
November 2018 Canopy Warrants using various market-based inputs.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 58
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
We identified the evaluation of the fair value measurement of the November 2018 Canopy Warrants as a
critical audit matter. Specifically, a high degree of subjective auditor judgment, including the involvement of
valuation professionals with specialized skills and knowledge, was required in evaluating the determination of
the expected volatility inputs used in the option pricing models for the November 2018 Canopy Warrants.
Historical, implied, and peer group volatility levels provide a range of possible expected volatility inputs and
the fair value estimates for the November 2018 Canopy Warrants were sensitive to the expected volatility
inputs.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls related to the fair value
measurement of the November 2018 Canopy Warrants. This included controls related to the evaluation of
observable market information used in the determination of the expected volatility inputs. We involved
valuation professionals with specialized skills and knowledge, who assisted in evaluating the expected volatility
inputs by comparing them against a volatility range that was independently developed in consideration of
historical, implied, and peer group volatility information and in developing an estimate of the November 2018
Canopy Warrants’ fair value using the independently-developed volatility range and comparing it to the value
determined by the Company.
Unrecognized tax benefits
As discussed in Notes 1 and 13 to the consolidated financial statements, the Company recognizes a tax benefit
from an uncertain tax position when it is more likely than not that the position will be sustained upon
examination. The Company has recorded unrecognized tax benefits of $236.1 million as of February 28, 2021.
We identified the evaluation of certain of the Company’s unrecognized tax benefits as a critical audit matter.
Specifically, complex auditor judgment, including the involvement of tax and valuation professionals with
specialized skills and knowledge, was required in evaluating the Company’s interpretation of tax law and its
estimate of the ultimate resolution of its tax positions.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls related to the Company’s process to
evaluate uncertain tax positions. This included controls related to the interpretation of tax law, its application
in the liability estimation process, and the review of activity that could result in changes to the Company’s
unrecognized tax benefits. We involved tax professionals with specialized skills and knowledge, who assisted in
evaluating the Company’s interpretation of tax law and tax authority rulings and in performing an independent
assessment of certain of the Company’s tax positions and the amount of unrecognized tax benefit, if any, and
comparing the results to the Company’s assessment. We also involved valuation professionals with specialized
skills and knowledge, who assisted in assessing certain transfer pricing studies for compliance with applicable
laws and regulations.
/s/ KPMG LLP
We have served as the Company’s auditor since 2002.
Rochester, New York
April 20, 2021
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 59
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable
Inventories
Prepaid expenses and other
Assets held for sale - current
Total current assets
Property, plant, and equipment
Goodwill
Intangible assets
Equity method investments
Securities measured at fair value
Deferred income taxes
Assets held for sale
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings
Current maturities of long-term debt
Accounts payable
Other accrued expenses and liabilities
Total current liabilities
Long-term debt, less current maturities
Deferred income taxes and other liabilities
Total liabilities
Commitments and contingencies (Note 17)
CBI stockholders’ equity:
Preferred Stock, $0.01 par value – Authorized, 1,000,000 shares; Issued, none
Class A Common Stock, $0.01 par value – Authorized, 322,000,000 shares; Issued,
187,204,280 shares and 186,090,745 shares, respectively
Class B Convertible Common Stock, $0.01 par value – Authorized, 30,000,000 shares;
Issued, 28,270,288 shares and 28,300,206 shares, respectively
Class 1 Common Stock, $0.01 par value – Authorized, 25,000,000 shares; Issued, 612,936
shares and 1,692,227 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Less: Treasury stock –
Class A Common Stock, at cost, 17,070,550 shares and 18,256,826 shares, respectively
Class B Convertible Common Stock, at cost, 5,005,800 shares
Total CBI stockholders’ equity
Noncontrolling interests
Total stockholders’ equity
Total liabilities and stockholders’ equity
February 28,
2021
February 29,
2020
$
$
$
$
460.6 $
785.3
1,291.1
507.5
—
3,044.5
5,821.6
7,793.5
2,732.1
2,788.4
1,818.1
2,492.5
—
614.1
27,104.8 $
— $
29.2
460.0
779.9
1,269.1
10,413.1
1,493.5
13,175.7
—
1.9
0.3
—
1,604.2
15,117.8
(335.5)
16,388.7
(2,787.6)
(2.2)
(2,789.8)
13,598.9
330.2
13,929.1
27,104.8 $
81.4
864.8
1,373.6
535.8
628.5
3,484.1
5,333.0
7,757.1
2,718.9
3,093.9
1,117.1
2,656.3
552.1
610.7
27,323.2
238.9
734.9
557.6
780.4
2,311.8
11,210.8
1,326.3
14,848.9
—
1.9
0.3
—
1,514.6
13,695.3
(266.3)
14,945.8
(2,811.8)
(2.2)
(2,814.0)
12,131.8
342.5
12,474.3
27,323.2
The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 60
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions, except per share data)
Sales
Excise taxes
Net sales
Cost of product sold
Gross profit
Selling, general, and administrative expenses
Impairment of assets held for sale
Gain (loss) on sale of business
Operating income (loss)
Income (loss) from unconsolidated investments
Interest expense
Loss on extinguishment of debt
Income (loss) before income taxes
(Provision for) benefit from income taxes
Net income (loss)
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to CBI
Net income (loss) per common share attributable to CBI:
Basic – Class A Common Stock
Basic – Class B Convertible Common Stock
Diluted – Class A Common Stock
Diluted – Class B Convertible Common Stock
Weighted average common shares outstanding:
Basic – Class A Common Stock
Basic – Class B Convertible Common Stock
Diluted – Class A Common Stock
Diluted – Class B Convertible Common Stock
Cash dividends declared per common share:
Class A Common Stock
Class B Convertible Common Stock
Comprehensive income (loss):
Net income (loss)
Other comprehensive income (loss), net of income tax effect:
Foreign currency translation adjustments
Unrealized gain (loss) on cash flow hedges
Unrealized gain (loss) on available-for-sale debt securities
Pension/postretirement adjustments
Share of other comprehensive income (loss) of equity method
investments
Other comprehensive income (loss), net of income tax effect
Comprehensive income (loss)
Comprehensive (income) loss attributable to noncontrolling interests
Comprehensive income (loss) attributable to CBI
February 28,
2021
For the Years Ended
February 29,
2020
February 28,
2019
$
$
$
$
$
$
$
$
$
$
9,355.7 $
(740.8)
8,614.9
(4,148.9)
4,466.0
(1,665.1)
(24.0)
14.2
2,791.1
150.3
(385.7)
(12.8)
2,542.9
(511.1)
2,031.8
(33.8)
1,998.0 $
9,113.0 $
(769.5)
8,343.5
(4,191.6)
4,151.9
(1,621.8)
(449.7)
74.1
2,154.5
(2,668.6)
(428.7)
(2.4)
(945.2)
966.6
21.4
(33.2)
(11.8) $
10.44 $
9.48 $
10.23 $
9.42 $
(0.07) $
(0.07) $
(0.07) $
(0.07) $
170.239
23.280
195.308
23.280
168.329
23.313
168.329
23.313
8,884.3
(768.3)
8,116.0
(4,035.7)
4,080.3
(1,668.1)
—
—
2,412.2
2,101.6
(367.1)
(1.7)
4,145.0
(685.9)
3,459.1
(23.2)
3,435.9
18.24
16.57
17.57
16.21
167.249
23.321
195.532
23.321
3.00 $
2.72 $
3.00 $
2.72 $
2.96
2.68
2,031.8 $
21.4 $
3,459.1
(56.0)
(20.9)
—
(1.6)
(1.8)
(80.3)
1,951.5
(22.7)
1,928.8 $
60.8
40.4
—
(0.6)
(10.1)
90.5
111.9
(36.1)
75.8 $
(196.8)
11.4
2.5
0.5
29.6
(152.8)
3,306.3
(21.4)
3,284.9
The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 61
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in millions)
Common Stock
Class A
Class B
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Non-
controlling
Interests
Total
$
2.6 $
0.3 $ 2,825.3 $ 9,157.2 $
(202.9) $ (3,807.4) $
16.6 $ 7,991.7
Balance at February 28, 2018
Cumulative effect of change in
accounting principle
Comprehensive income (loss):
Net income (loss)
Other comprehensive income
(loss), net of income tax effect
Comprehensive income (loss)
—
—
—
Retirement of treasury shares
(0.7)
Repurchase of shares
Dividends declared
Conversion of long-term debt to
noncontrolling equity interest
Shares issued under equity
compensation plans
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
2,242.0
—
—
(1,522.3)
—
—
—
45.2
62.6
3,435.9
—
—
—
(558.9)
—
—
—
—
—
(151.0)
—
—
—
—
—
—
—
—
—
1,523.0
(504.3)
—
—
4.4
—
—
2,242.0
23.2
3,459.1
(1.8)
(152.8)
3,306.3
—
(504.3)
(558.9)
—
—
—
248.2
248.2
—
—
49.6
62.6
Balance at February 28, 2019
1.9
0.3
1,410.8
14,276.2
(353.9)
(2,784.3)
286.2
12,837.2
Comprehensive income (loss):
Net income (loss)
Other comprehensive income
(loss), net of income tax effect
Comprehensive income (loss)
Repurchase of shares
Dividends declared
Initial recognition of non-
controlling interest
Shares issued under equity
compensation plans
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
43.8
60.0
(11.8)
—
—
(569.1)
—
—
—
—
87.6
—
—
—
—
—
—
—
(50.0)
—
—
20.3
—
33.2
21.4
2.9
—
—
20.2
—
—
90.5
111.9
(50.0)
(569.1)
20.2
64.1
60.0
Balance at February 29, 2020
1.9
0.3
1,514.6
13,695.3
(266.3)
(2,814.0)
342.5
12,474.3
Comprehensive income (loss):
Net income (loss)
Other comprehensive income
(loss), net of income tax effect
Comprehensive income (loss)
Dividends declared
Noncontrolling interest
distributions
Shares issued under equity
compensation plans
Stock-based compensation
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
27.0
62.6
1,998.0
—
—
(69.2)
(575.5)
—
—
—
—
—
—
—
—
—
—
—
24.2
—
33.8
2,031.8
(11.1)
(80.3)
1,951.5
—
(575.5)
(35.0)
(35.0)
—
—
51.2
62.6
Balance at February 28, 2021
$
1.9 $
0.3 $ 1,604.2 $ 15,117.8 $
(335.5) $ (2,789.8) $
330.2 $ 13,929.1
The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 62
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
2,031.8 $
21.4 $
3,459.1
Unrealized net (gain) loss on securities measured at fair value
(802.0)
Deferred tax provision (benefit)
Depreciation
Stock-based compensation
Equity in (earnings) losses of equity method investees and related
activities, net of distributed earnings
Noncash lease expense
Impairment and amortization of intangible assets
Amortization of debt issuance costs and loss on extinguishment of
debt
Net (gain) loss on sale of unconsolidated investment
Impairment of assets held for sale
(Gain) loss on sale of business
Loss on inventory and related contracts associated with business
optimization
Loss on settlement of treasury lock contracts
Net income tax benefit related to the Tax Cuts and Jobs Act
Change in operating assets and liabilities, net of effects from
purchase and sale of business:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable
Other accrued expenses and liabilities
Other
Total adjustments
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant, and equipment
Purchase of business, net of cash acquired
Investments in equity method investees and securities
Proceeds from sale of assets
Proceeds from sale of unconsolidated investment
Proceeds from sale of business
Other investing activities
Net cash provided by (used in) investing activities
336.4
293.8
63.0
673.4
83.3
11.3
24.3
—
24.0
(14.2)
25.8
(29.3)
—
59.6
193.7
65.7
(95.7)
(75.0)
(63.4)
2,126.4
(1,153.7)
326.5
60.4
560.8
88.3
16.7
16.1
(0.4)
449.7
(74.1)
123.0
—
—
(22.0)
(29.5)
8.1
16.8
(58.5)
75.1
(1,971.2)
426.9
333.1
64.1
13.5
—
114.0
29.4
(99.8)
—
—
—
—
(37.6)
(71.9)
(61.9)
(103.0)
21.4
(22.1)
152.3
774.7
2,806.5
2,529.7
2,551.1
(1,212.8)
2,246.3
(864.6)
(19.9)
(222.4)
18.9
—
999.5
0.6
(87.9)
(726.5)
(36.2)
(48.2)
8.3
1.5
269.7
0.4
(886.3)
(45.6)
(4,081.5)
72.3
110.2
—
(0.9)
(531.0)
(4,831.8)
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 63
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long-term debt
Principal payments of long-term debt
Net proceeds from (repayments of) short-term borrowings
Dividends paid
Purchase of treasury stock
Proceeds from shares issued under equity compensation plans
Payments of minimum tax withholdings on stock-based payment
awards
Payments of debt issuance, debt extinguishment, and other financing
costs
Distributions to noncontrolling interests
Payment of contingent consideration
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
1,194.7
(2,721.3)
(238.9)
(575.0)
—
58.9
(7.7)
(22.3)
(35.0)
—
1,291.3
(2,195.3)
(552.6)
(569.2)
(50.0)
78.2
(14.3)
(8.2)
—
(11.3)
3,657.6
(62.8)
45.5
(557.7)
(504.3)
63.2
(13.6)
(34.6)
—
—
Net cash provided by (used in) financing activities
(2,346.6)
(2,031.4)
2,593.3
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year
Interest, net of interest capitalized
Income taxes, net of refunds received
Noncash investing and financing activities
Additions to property, plant, and equipment
Conversion of long-term debt to noncontrolling equity interest
7.2
379.2
81.4
(0.9)
(12.2)
93.6
$
460.6 $
81.4 $
$
$
$
$
418.5 $
189.7 $
448.9 $
85.3 $
101.1 $
— $
70.4 $
— $
(4.5)
3.3
90.3
93.6
324.8
186.2
141.7
248.2
The accompanying notes are an integral part of these statements.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 64
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSTELLATION BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 2021
1.
DESCRIPTION OF BUSINESS, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Description of business
Constellation Brands, Inc. and its subsidiaries operate primarily in the beverage alcohol industry. We are
an international beverage alcohol company with a powerful portfolio of consumer-connected, high-end imported
beer brands, and higher-end wine and spirits brands.
Basis of presentation
Principles of consolidation
Our consolidated financial statements include our accounts and our majority-owned and controlled
domestic and foreign subsidiaries. In addition, we have an equally-owned joint venture with Owens-Illinois. The
joint venture owns and operates a state-of-the-art glass production plant which provides bottles exclusively for
the Nava Brewery. We have determined that we are the primary beneficiary of this variable interest entity and
accordingly, the results of operations of the joint venture are reported in the Beer segment and are included in our
consolidated results of operations. All intercompany accounts and transactions are eliminated in consolidation.
Equity method investments
If we are not required to consolidate our investment in another entity, we use the equity method when
we (i) can exercise significant influence over the other entity and (ii) hold common stock and/or in-substance
common stock of the other entity. Under the equity method, investments are carried at cost, plus or minus our
equity in the increases and decreases in the investee’s net assets after the date of acquisition. We monitor our
equity method investments for factors indicating other-than-temporary impairment. Dividends received from the
investee reduce the carrying amount of the investment.
Management’s use of estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Summary of significant accounting policies
Revenue recognition
Our revenue (referred to in our financial statements as “sales”) consists primarily of the sale of beer, wine,
and spirits domestically in the U.S. Sales of products are for cash or otherwise agreed-upon credit terms. Our
payment terms vary by location and customer, however, the time period between when revenue is recognized and
when payment is due is not significant. Our customers consist primarily of wholesale distributors. Our revenue
generating activities have a single performance obligation and are recognized at the point in time when control
transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the
customer, depending upon the method of distribution, and shipping terms. We have elected to treat shipping as a
fulfillment activity. Revenue is measured as the amount of consideration we expect to receive in exchange for the
sale of our product. Our sales terms do not allow for a right of return except for matters related to any
manufacturing defects on our part. Amounts billed to customers for shipping and handling are included in sales.
As noted, the majority of our revenues are generated from the domestic sale of beer, wine, and spirits to
wholesale distributors in the U.S. Our other revenue generating activities include the export of certain of our
products to select international markets, as well as the sale of our products through state alcohol beverage control
agencies and on-premise, retail locations in certain markets. We have evaluated these other revenue generating
activities under the disaggregation disclosure criteria outlined within the amended guidance and concluded that
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these other revenue generating activities are immaterial for separate disclosure. See Note 22 for disclosure of net
sales by product type.
Sales reflect reductions attributable to consideration given to customers in various customer incentive
programs, including pricing discounts on single transactions, volume discounts, promotional and advertising
allowances, coupons, and rebates. This variable consideration is recognized as a reduction of the transaction price
based upon expected amounts at the time revenue for the corresponding product sale is recognized. For example,
customer promotional discount programs are entered into with certain distributors for certain periods of time.
The amount ultimately reimbursed to distributors is determined based upon agreed-upon promotional discounts
which are applied to distributors’ sales to retailers. Other common forms of variable consideration include volume
rebates for meeting established sales targets, and coupons and mail-in rebates offered to the end consumer. The
determination of the reduction of the transaction price for variable consideration requires that we make certain
estimates and assumptions that affect the timing and amounts of revenue and liabilities recognized. We estimate
this variable consideration by taking into account factors such as the nature of the promotional activity, historical
information, and current trends, availability of actual results and expectations of customer and consumer
behavior.
Excise taxes remitted to tax authorities are government-imposed excise taxes on our beverage alcohol
products. Excise taxes are shown on a separate line item as a reduction of sales and are recognized in our results
of operations when the related product sale is recognized. Excise taxes are recognized as a current liability in other
accrued expenses and liabilities, with the liability subsequently reduced when the taxes are remitted to the tax
authority.
Cost of product sold
The types of costs included in cost of product sold are raw materials, packaging materials, manufacturing
costs, plant administrative support and overheads, and freight and warehouse costs (including distribution
network costs). Distribution network costs include inbound freight charges and outbound shipping and handling
costs, purchasing and receiving costs, inspection costs, warehousing and internal transfer costs.
Selling, general, and administrative expenses
The types of costs included in selling, general, and administrative expenses consist predominately of
advertising and non-manufacturing administrative and overhead costs. Distribution network costs are included in
cost of product sold. We expense advertising costs as incurred, shown, or distributed. Advertising expense for the
years ended February 28, 2021, February 29, 2020, and February 28, 2019, was $805.0 million, $769.5 million, and
$700.8 million, respectively.
Foreign currency translation
The functional currency of our foreign subsidiaries is generally the respective local currency. The
translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using
exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted
average exchange rate for the period. The resulting translation adjustments are recognized as a component of
AOCI. Gains or losses resulting from foreign currency denominated transactions are included in selling, general,
and administrative expenses.
Cash and cash equivalents
Cash equivalents consist of highly liquid investments with an original maturity when purchased of three
months or less and are stated at cost, which approximates fair value.
Inventories
Inventories are stated at the lower of cost (primarily computed in accordance with the first-in, first-out
method) or net realizable value. Elements of cost include materials, labor, and overhead.
Bulk wine inventories are included as in-process inventories within current assets, in accordance with the
general practices of the wine industry, although a portion of such inventories may be aged for periods greater than
one year. A substantial portion of barreled whiskey and brandy will not be sold within one year because of the
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duration of the aging process. All barreled whiskey and brandy are classified as in-process inventories and are
included in current assets, in accordance with industry practice. Warehousing, insurance, value added taxes, and
other carrying charges applicable to barreled whiskey and brandy held for aging are included in inventory costs.
We assess the valuation of our inventories and reduce the carrying value of those inventories that are
obsolete or in excess of our forecasted usage to their estimated net realizable value based on analyses and
assumptions including, but not limited to, historical usage, future demand, and market requirements.
Property, plant, and equipment
Property, plant, and equipment is stated at cost. Major additions and improvements are recognized as an
increase to the property accounts, while maintenance and repairs are expensed as incurred. The cost of properties
sold or otherwise disposed of and the related accumulated depreciation are eliminated from the balance sheet
accounts at the time of disposal and resulting gains and losses are included as a component of operating income.
Interest incurred relating to expansion, construction, and optimization of facilities is capitalized to
construction in progress. We cease the capitalization of interest when construction activities are substantially
completed and the facility and related assets are available for their intended use. At this point, construction in
progress is transferred to the appropriate asset class.
Depreciation
Depreciation is computed primarily using the straight-line method over the following estimated useful
lives:
Land improvements
Vineyards
Buildings and improvements
Machinery and equipment
Motor vehicles
Years
15 to 32
16 to 26
10 to 50
3 to 35
3 to 8
Derivative instruments
We enter into derivative instruments to manage our exposure to fluctuations in foreign currency exchange
rates, commodity prices, and interest rates. We enter into derivatives for risk management purposes only,
including derivatives designated in hedge accounting relationships as well as those derivatives utilized as economic
hedges. We do not enter into derivatives for trading or speculative purposes. We recognize all derivatives as either
assets or liabilities and measure those instruments at estimated fair value (see Notes 6 and 7). We present our
derivative positions gross on our balance sheets.
The change in the fair value of outstanding cash flow hedges is deferred in stockholders’ equity as a
component of AOCI. For all periods presented herein, gains or losses deferred in stockholders’ equity as a
component of AOCI are recognized in our results of operations in the same period in which the hedged items are
recognized and on the same financial statement line item as the hedged items.
Changes in fair values for derivative instruments not designated in a hedge accounting relationship are
recognized directly in our results of operations each period and on the same financial statement line item as the
hedged item. For purposes of measuring segment operating performance, the net gain (loss) from the changes in
fair value of our undesignated commodity derivative contracts, prior to settlement, is reported outside of segment
operating results until such time that the underlying exposure is recognized in the segment operating results.
Upon settlement, the net gain (loss) from the changes in fair value of the undesignated commodity derivative
contracts is reported in the appropriate operating segment, allowing our operating segment results to reflect the
economic effects of the commodity derivative contracts without the resulting unrealized mark to fair value
volatility.
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Cash flows from the settlement of derivatives, including both economic hedges and those designated in
hedge accounting relationships, appear on our statements of cash flows in the same categories as the cash flows
of the hedged items.
Fair value of financial instruments
We calculate the estimated fair value of financial instruments using quoted market prices whenever
available. When quoted market prices are not available, we use standard pricing models for various types of
financial instruments (such as forwards, options, swaps, and convertible debt) which take into account the present
value of estimated future cash flows (see Note 7).
Goodwill and other intangible assets
Goodwill is allocated to the reporting unit in which the business that created the goodwill resides. A
reporting unit is an operating segment, or a business unit one level below that operating segment, for which
discrete financial information is prepared and regularly reviewed by segment management. We review our
goodwill and indefinite-lived intangible assets annually for impairment, or sooner, if events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. We use January 1 as our
annual impairment test measurement date. Indefinite-lived intangible assets consist principally of trademarks.
Intangible assets determined to have a finite life, primarily customer relationships, are amortized over their
estimated useful lives and are subject to review for impairment when events or circumstances indicate that the
carrying amount of an asset may not be recoverable. Note 9 provides a summary of intangible assets segregated
between amortizable and nonamortizable amounts.
Income taxes
We use the asset and liability method of accounting for income taxes. This method accounts for deferred
income taxes by applying statutory rates in effect at the balance sheet date to the difference between the financial
reporting and tax bases of assets and liabilities. Certain income earned by foreign subsidiaries, GILTI, is subject to
U.S. tax. We treat the tax effect of GILTI as a current period tax expense when incurred. We provide deferred
income taxes, consisting primarily of foreign withholding and state taxes, on all applicable unremitted earnings of
our foreign subsidiaries. Interest and penalties are recognized as a component of (provision for) benefit from
income taxes.
We recognize a tax benefit from an uncertain tax position when it is more likely than not the position will
be sustained upon examination. We measure and recognize the tax benefit from such a position based on the
largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Due to the
complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially
different from our current estimate of the unrecognized tax benefit liabilities. In addition, changes in existing tax
laws or rates could significantly change our current estimate of our unrecognized tax benefit liabilities. These
differences will be reflected as increases or decreases to income tax expense in the period in which they are
determined. Changes in current estimates, if significant, could have a material adverse impact on our financial
statements.
Leases
We recognize right-of-use assets and lease liabilities on our balance sheet in accordance with the FASB
guidance for accounting for leases. We assess service arrangements to determine if an asset is explicitly or
implicitly specified in the agreement and if we have the right to control the use of the identified asset.
The right-of-use asset and lease liability are initially measured at the present value of future lease
payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our
secured incremental borrowing rate. The incremental borrowing rates are determined using a portfolio approach
based on publicly available information in connection with our unsecured borrowing rates. We elected to
recognize expenses for leases with a term of 12 months or less on a straight-line basis over the lease term and not
to recognize these short-term leases on the balance sheet.
The right-of-use asset and lease liability are calculated including options to extend or to terminate the
lease when we determine that it is reasonably certain that we will exercise those options. In making that
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determination, we consider various existing economic and market factors, business strategies as well as the
nature, length, and terms of the agreement. Based on our evaluation using these factors, we concluded that the
exercise of renewal options or early termination options would not be reasonably certain in determining the lease
term at commencement for leases we currently have in place. Assumptions made at the commencement date are
re-evaluated upon occurrence of certain events such as a lease modification.
Certain of our contractual arrangements may contain both lease and non-lease components. We elected
to measure the lease liability by combining the lease and non-lease components as a single lease component for
all asset classes.
Certain of our leases include variable lease payments, including payments that depend on an index or rate,
as well as variable payments for items such as raw materials, labor, property taxes, insurance, maintenance, and
other operating expenses associated with leased assets. Certain grape purchasing arrangements include variable
payments based on actual tonnage and price of grapes. In addition, certain third-party logistics arrangements
include variable payments that vary depending on throughput. Such variable lease payments are excluded from
the calculation of the right-of-use asset and the lease liability and are recognized in the period in which the
obligation is incurred.
Indemnification liabilities
We have indemnified respective parties against certain liabilities that may arise in connection with certain
acquisitions and divestitures. Indemnification liabilities are recognized when probable and estimable and included
in deferred income taxes and other liabilities (see Note 16).
Stock-based employee compensation
We have two stock-based employee compensation plans (see Note 18). We apply grant date fair-value-
based measurement methods in accounting for our stock-based payment arrangements and recognize all costs
resulting from stock-based payment transactions, net of expected forfeitures, ratably over the requisite service
period. Stock-based awards are subject to specific vesting conditions, generally time vesting, or upon retirement,
disability, or death of the employee (as defined by the plan), if earlier. For awards granted to retirement-eligible
employees, we recognize compensation expense ratably over the period from the date of grant to the date of
retirement-eligibility.
Net income (loss) per common share attributable to CBI
We have two classes of common stock with a material number of shares outstanding: Class A Common
Stock and Class B Convertible Common Stock (see Note 17). In addition, we have another class of common stock
with an immaterial number of shares outstanding: Class 1 Common Stock (see Note 17). If we pay a cash dividend
on Class B Convertible Common Stock, each share of Class A Common Stock will receive an amount at least ten
percent greater than the amount of the cash dividend per share paid on Class B Convertible Common Stock.
Class B Convertible Common Stock shares are convertible into shares of Class A Common Stock on a one-to-one
basis at any time at the option of the holder.
We use the two-class method for the computation and presentation of net income (loss) per common
share attributable to CBI (hereafter referred to as “net income (loss) per common share”) (see Note 19). The two-
class method is an earnings allocation formula that calculates basic and diluted net income (loss) per common
share for each class of common stock separately based on dividends declared and participation rights in
undistributed earnings as if all such earnings had been distributed during the period. Under the two-class method,
Class A Common Stock is assumed to receive a ten percent greater participation in undistributed earnings (losses)
than Class B Convertible Common Stock, in accordance with the respective minimum dividend rights of each class
of stock.
Net income (loss) per common share – basic excludes the effect of common stock equivalents and is
computed using the two-class method. Net income (loss) per common share – diluted for Class A Common Stock
reflects the potential dilution that could result if securities or other contracts to issue common stock were
exercised or converted into common stock. Net income (loss) per common share – diluted for Class A Common
Stock is computed using the more dilutive of the if-converted or two-class method. Net income (loss) per common
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
share – diluted for Class A Common Stock is computed using the if-converted method for the years ended
February 28, 2021 and February 28, 2019, and assumes the exercise of stock options using the treasury stock
method and the conversion of Class B Convertible Common Stock as this method is more dilutive than the two-
class method. For the year ended February 29, 2020, net income (loss) per common share - diluted for Class A
Common Stock is computed using the two-class method. Net income (loss) per common share – diluted for Class B
Convertible Common Stock is computed using the two-class method and does not assume conversion of Class B
Convertible Common Stock into shares of Class A Common Stock.
2.
ACQUISITIONS, DIVESTITURES, AND BUSINESS TRANSFORMATION
Acquisitions
Copper & Kings
In September 2020, we acquired the remaining ownership interest in Copper & Kings American Brandy
Company. This acquisition included a collection of traditional and craft batch-distilled American brandies and other
select spirits. The transaction primarily included the acquisition of inventory and property, plant, and equipment.
The results of operations of Copper & Kings are reported in the Wine and Spirits segment and have been included
in our consolidated results of operations from the date of acquisition.
Empathy Wines
In June 2020, we acquired the Empathy Wines business, including the acquisition of a digitally-native wine
brand which strengthens our position in the direct-to-consumer and eCommerce markets. This transaction
primarily included the acquisition of goodwill, trademarks, and inventory. In addition, the purchase price for
Empathy Wines includes an earn-out over five years based on performance. The results of operations of Empathy
Wines are reported in the Wine and Spirits segment and have been included in our consolidated results of
operations from the date of acquisition.
Nelson’s Green Brier
In May 2019, we increased our ownership interest in Tennessee-based Nelson’s Green Brier to 75%,
resulting in consolidation of the business and recognition of a 25% noncontrolling interest. This acquisition
included a portfolio of craft bourbon and whiskey products. The fair value of the business combination was
allocated primarily to goodwill, trademarks, inventory, and property, plant, and equipment. The results of
operations of Nelson’s Green Brier are reported in the Wine and Spirits segment and have been included in our
consolidated results of operations from the date of acquisition.
We recognized a gain of $11.8 million for the year ended February 29, 2020, related to the
remeasurement of our previously held 20% equity interest in Nelson’s Green Brier to the acquisition-date fair
value. This gain is included in selling, general, and administrative expenses within our consolidated results of
operations.
Other acquisitions
During the year ended February 28, 2019, we completed the acquisitions of other businesses, including
the Four Corners business, which included a portfolio of high-quality, dynamic, and bicultural, Texas-based craft
beers, and a business in Italy, which provided additional processing and sourcing capabilities for our Italian wine
portfolio. The purchase price for the Four Corners acquisition was primarily allocated to goodwill, property, plant,
and equipment, and trademarks, plus an earn-out over five years based on the performance of the brands. The
purchase price for the acquired business in Italy was primarily allocated to a production facility, vineyards, and
inventory. The results of operations of these acquired businesses are reported in the respective segment and have
been included in our consolidated results of operations from their respective date of acquisition.
Divestitures
Paul Masson Divestiture
On January 12, 2021, we sold the Paul Masson Grande Amber Brandy brand, related inventory, and
interests in certain contracts. We received cash proceeds of $267.4 million, subject to certain post-closing
adjustments. The net cash proceeds were used for general corporate purposes. Prior to the Paul Masson
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Divestiture, we recorded the results of operations of our Paul Masson Grande Amber Brandy business in the Wine
and Spirits segment. In connection with the Paul Masson Divestiture, we entered into a transition services
agreement with Sazerac Company whereby our retained Mission Bell facility will provide certain bulk wine
processing services at market rates for a period of up to three years. The following table summarizes the net gain
recognized in connection with this divestiture for the year ended February 28, 2021:
(in millions)
Cash received from buyer
Net assets sold
Contract termination
Direct costs to sell
Gain on sale of business
$
$
267.4
(201.3)
(4.0)
(3.2)
58.9
Wine and Spirits Divestitures
On January 5, 2021, we sold a portion of our wine and spirits business, including lower-margin, lower
growth wine and spirits brands, related inventory, interests in certain contracts, wineries, vineyards, offices, and
facilities. We received net cash proceeds of $538.4 million, from the Wine and Spirits Divestiture, subject to
certain post-closing adjustments. In addition, we have the potential to earn an incremental $250 million of
contingent consideration if certain brand performance targets are met over a two-year period after closing.
On January 5, 2021, in a separate, but related transaction with the same buyer, Gallo, we also sold the
New Zealand-based Nobilo Wine brand and certain related assets. We received cash proceeds of $129.0 million,
from the Nobilo Wine Divestiture, subject to certain post-closing adjustments.
In connection with the Wine and Spirits Divestitures, we entered into certain transition services
agreements with Gallo whereby we provide certain cellar, package, and storage services primarily at Mission Bell.
We recorded a $13.0 million liability related to the unfavorable transition services agreements, which was
included in the net loss on sale of business and is being amortized over the expected term of the contracts to
selling, general, and administrative expenses both within our consolidated results of operations.
The cash proceeds from the Wine and Spirits Divestitures were utilized to repay the 3.75% May 2013
Senior Notes (as defined in Note 12) and for other general corporate purposes. Prior to the Wine and Spirits
Divestitures, we recorded the results of operations for this portion of our business in the Wine and Spirits
segment. The following table summarizes the net loss recognized in connection with these divestitures for the year
ended February 28, 2021:
(in millions)
Cash received from buyer
Net assets sold
Transition services agreements
Direct costs to sell
AOCI reclassification adjustments, primarily foreign currency translation
Other
Loss on sale of business
$
667.4
(671.7)
(13.0)
(8.1)
(5.1)
(5.2)
$
(35.7)
Concentrate Business Divestiture
On December 29, 2020, we sold certain brands used in our concentrates and high-color concentrate
business, and certain intellectual property, inventory, goodwill, interests in certain contracts, and assets of our
concentrates and high-color concentrate business. Prior to the Concentrate Business Divestiture, we recorded the
results of operations of our concentrates and high-color concentrate business in the Wine and Spirits segment.
Ballast Point Divestiture
On March 2, 2020, we sold the Ballast Point craft beer business, including a number of its associated
production facilities and brewpubs. Prior to the Ballast Point Divestiture, we recorded the results of operations of
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the Ballast Point craft beer business in the Beer segment. We received cash proceeds of $41.1 million, which were
primarily utilized to reduce outstanding borrowings.
Black Velvet Divestiture
On November 1, 2019, we sold the Black Velvet Canadian Whisky business and the brand’s associated
production facility, along with a subset of Canadian whisky brands produced at that facility, and related inventory.
We received cash proceeds of $266.7 million, net of post-closing adjustments which were utilized to partially
repay the 2.00% November 2017 Senior Notes (as defined in Note 12). In total, we recognized a $70.5 million net
gain associated with the Black Velvet Divestiture, with $(3.6) million and $74.1 million recognized for the years
ended February 28, 2021, and February 29, 2020, respectively. Prior to the Black Velvet Divestiture, we recorded
the results of operations of our Black Velvet Canadian Whisky business in the Wine and Spirits segment. The
following table summarizes the net gain recognized in connection with this divestiture:
(in millions)
Cash received from buyer
Net assets sold
AOCI reclassification adjustments, primarily foreign currency translation
Direct costs to sell
Gain on sale of business
$
$
266.7
(213.3)
20.9
(3.8)
70.5
Sale of Accolade Wine Investment
In May 2018, we completed the sale of our Accolade Wine Investment. We received cash proceeds, net of
direct costs to sell, of $111.7 million. This interest consisted of an investment accounted for under the cost
method and AFS debt securities. We recognized net gains of $0.4 million and $99.8 million in connection with this
transaction for the years ended February 29, 2020, and February 28,2019, respectively. These net gains are
included in income (loss) from unconsolidated investments.
Business transformation
We have committed to a business transformation strategy which aligns our portfolio with consumer-led
premiumization trends and growing segments of the Wine and Spirits and Beer markets. For the years ended
February 28, 2021, and February 29, 2020, long-lived asset impairments of $24.0 million and $449.7 million were
recognized, respectively. For additional information refer to Note 7.
Assets held for sale
Primarily in contemplation of the Paul Masson Divestiture, the Wine and Spirits Divestitures, the
Concentrate Business Divestiture, and the Ballast Point Divestiture noted above, certain net assets met the held
for sale criteria as of February 29, 2020. The carrying value of assets held for sale consisted of the following:
(in millions)
Assets
Accounts receivable
Inventories
Prepaid expenses and other
Assets held for sale - current
February 29, 2020
Beer
Wine and
Spirits
Consolidated
$
2.4 $
— $
13.7
2.8
18.9
576.9
32.7
609.6
2.4
590.6
35.5
628.5
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(in millions)
Property, plant, and equipment
Goodwill
Intangible assets
Equity method investments
Other assets
Less: Reserve for assets held for sale
Assets held for sale
Liabilities
Accounts payable
Other accrued expenses and liabilities
Deferred income taxes and other liabilities
Liabilities held for sale (1)
Net assets held for sale
February 29, 2020
Beer
Wine and
Spirits
Consolidated
55.9
4.7
28.2
—
24.8
(42.7)
70.9
0.2
11.0
33.3
44.5
172.6
304.3
384.0
1.0
26.3
(407.0)
481.2
0.6
17.8
—
18.4
228.5
309.0
412.2
1.0
51.1
(449.7)
552.1
0.8
28.8
33.3
62.9
$
45.3 $
1,072.4 $
1,117.7
(1)
Liabilities held for sale are included in the Consolidated Balance Sheet as of February 29, 2020, within the
respective liability line items noted above.
Wine and spirits optimization
We recognized restructuring and other strategic business development costs in connection with our
business transformation strategy which aligns our portfolio with consumer-led premiumization trends within the
Wine and Spirits segment as follows:
(in millions)
Results of Operations Location
For the Years Ended
February 28,
2021
February 29,
2020
Contract termination costs
Cost of product sold
$
20.9 $
Loss on inventory write-downs
Cost of product sold
Employee termination costs
Selling, general, and administrative expenses
Other costs
Selling, general, and administrative expenses
Impairment of long-lived assets
Impairment of assets held for sale
4.7
4.1
9.7
24.0
$
63.4 $
20.1
102.9
12.5
8.4
407.0
550.9
3.
INVENTORIES
The components of inventories are as follows:
(in millions)
Raw materials and supplies
In-process inventories
Finished case goods
February 28,
2021
February 29,
2020 (1)
$
151.1 $
735.9
404.1
171.7
814.7
387.2
$
1,291.1 $
1,373.6
(1)
The inventories balance at February 29, 2020, excludes amounts reclassified to assets held for sale.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
4.
PREPAID EXPENSES AND OTHER
The major components of prepaid expenses and other are as follows:
(in millions)
Value added taxes receivable
Derivative assets
Income taxes receivable
Prepaid excise and sales taxes
Other
(1)
February 28,
2021
February 29,
2020 (1)
$
257.8 $
315.2
48.7
45.4
40.9
114.7
57.3
35.2
38.8
89.3
$
507.5 $
535.8
The prepaid expenses and other balance at February 29, 2020, excludes amounts reclassified to assets held for
sale.
5.
PROPERTY, PLANT, AND EQUIPMENT
The major components of property, plant, and equipment are as follows:
(in millions)
Land and land improvements
Vineyards
Buildings and improvements
Machinery and equipment
Motor vehicles
Construction in progress (2)
Less – Accumulated depreciation
February 28,
2021
February 29,
2020 (1)
$
$
434.0 $
226.0
983.4
3,696.9
131.3
2,084.2
7,555.8
(1,734.2)
5,821.6 $
440.2
215.8
975.1
3,627.9
109.5
1,422.7
6,791.2
(1,458.2)
5,333.0
(1)
(2)
The property, plant, and equipment balance at February 29, 2020, excludes amounts reclassified to assets held
for sale.
Interest costs incurred during the expansion, construction, and optimization of facilities are capitalized to
construction in progress. We capitalized interest costs of $31.5 million, $37.2 million, and $23.1 million for the
years ended February 28, 2021, February 29, 2020, and February 28, 2019, respectively, primarily due to the
Mexico Beer Projects.
Mexicali Brewery
In fiscal 2017, we began construction of the Mexicali Brewery. In March 2020, a public consultation was
held on the construction of the Mexicali Brewery. Following the negative result of the public consultation, we are
in discussions with government officials in Mexico regarding next steps for our brewery construction project and
options elsewhere in the country. We intend to continue working with government officials to mutually agree
upon a path forward. As of February 28, 2021, we have suspended all Mexicali Brewery construction activities and
have approximately $710 million of capitalized fixed assets remaining at the location. In addition to the capitalized
costs, we have incurred other expenses in establishing the Mexicali Brewery. See Note 23 for further discussion.
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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
6.
DERIVATIVE INSTRUMENTS
Overview
We are exposed to market risk from changes in foreign currency exchange rates, commodity prices,
interest rates, and equity prices that could affect our results of operations and financial condition. The impact on
our results and financial position and the amounts reported in our financial statements will vary based upon the
currency, commodity, interest rate, and equity market movements during the period, the effectiveness and level
of derivative instruments outstanding, and whether they are designated and qualify for hedge accounting.
The estimated fair values of our derivative instruments change with fluctuations in currency rates,
commodity prices, interest rates, and/or equity prices and are expected to offset changes in the values of the
underlying exposures. Our derivative instruments are held solely to manage our exposures to the aforementioned
market risks as part of our normal business operations. We follow strict policies to manage these risks and do not
enter into derivative instruments for trading or speculative purposes.
We have an investment in certain equity securities and other rights which provide us with the option to
purchase an additional ownership interest in the equity securities of Canopy (see Note 10). This investment is
included in securities measured at fair value and are accounted for at fair value, with the net gain (loss) from the
changes in fair value of this investment recognized in income (loss) from unconsolidated investments (see Note 7).
The aggregate notional value of outstanding derivative instruments is as follows:
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts
Interest rate swap contracts
Treasury lock contracts
Derivative instruments not designated as hedging instruments
Foreign currency contracts
Commodity derivative contracts
February 28,
2021
February 29,
2020
$
$
$
$
$
1,558.0 $
1,831.0
— $
— $
375.0
300.0
704.7 $
221.6 $
1,180.2
282.8
Cash flow hedges
Our derivative instruments designated in hedge accounting relationships are designated as cash flow
hedges. We are exposed to foreign denominated cash flow fluctuations primarily in connection with third party
and intercompany sales and purchases. We primarily use foreign currency forward contracts to hedge certain of
these risks. In addition, we utilize interest rate swap and treasury lock contracts periodically to manage our
exposure to changes in interest rates. Derivatives managing our cash flow exposures generally mature within three
years or less, with a maximum maturity of five years.
To qualify for hedge accounting treatment, the details of the hedging relationship must be formally
documented at inception of the arrangement, including the risk management objective, hedging strategy, hedged
item, specific risk that is being hedged, the derivative instrument, how effectiveness is being assessed, and how
ineffectiveness will be measured. The derivative must be highly effective in offsetting changes in the cash flows of
the risk being hedged. Throughout the term of the designated cash flow hedge relationship on at least a quarterly
basis, a retrospective evaluation and prospective assessment of hedge effectiveness is performed based on
quantitative and qualitative measures. All components of our derivative instruments’ gains or losses are included
in the assessment of hedge effectiveness.
When we determine that a derivative instrument which qualified for hedge accounting treatment has
ceased to be highly effective as a hedge, we discontinue hedge accounting prospectively. In the event the
relationship is no longer effective, we recognize the change in the fair value of the hedging derivative instrument
from the date the hedging derivative instrument became no longer effective immediately in our results of
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
operations. We also discontinue hedge accounting prospectively when (i) a derivative expires or is sold,
terminated, or exercised; (ii) it is no longer probable that the forecasted transaction will occur; or (iii) we
determine that designating the derivative as a hedging instrument is no longer appropriate. When we discontinue
hedge accounting prospectively, but the original forecasted transaction continues to be probable of occurring, the
existing gain or loss of the derivative instrument remains in AOCI and is reclassified into earnings (losses) when the
forecasted transaction occurs. When it becomes probable that the forecasted transaction will not occur, any
remaining gain or loss in AOCI is recognized immediately in our results of operations.
We expect $26.3 million of net gains, net of income tax effect, to be reclassified from AOCI to our results
of operations within the next 12 months.
Undesignated hedges
Certain of our derivative instruments do not qualify for hedge accounting treatment; for others, we
choose not to maintain the required documentation to apply hedge accounting treatment. These undesignated
instruments are primarily used to economically hedge our exposure to fluctuations in the value of foreign currency
denominated receivables and payables; foreign currency investments, primarily consisting of loans to subsidiaries
and foreign-denominated investments, and cash flows related primarily to the repatriation of those loans or
investments; and commodity prices, including aluminum, corn, diesel fuel, natural gas, and wheat prices. We
primarily use foreign currency forward and option contracts, generally less than 12 months in duration, and
commodity swap contracts, generally less than 36 months in duration, with a maximum maturity of five years, to
hedge some of these risks. In addition, from time to time, we utilize interest rate swap contracts, generally less
than six months in duration, to economically hedge our exposure to changes in interest rates associated with the
financing of significant investments and acquisitions. Our derivative policy permits the use of undesignated
derivatives as approved by senior management.
Credit risk
We are exposed to credit-related losses if the counterparties to our derivative contracts default. This
credit risk is limited to the fair value of the derivative contracts. To manage this risk, we contract only with major
financial institutions that have earned investment-grade credit ratings and with whom we have standard
International Swaps and Derivatives Association agreements which allow for net settlement of the derivative
contracts. We have also established counterparty credit guidelines that are regularly monitored. Because of these
safeguards, we believe the risk of loss from counterparty default to be immaterial.
In addition, our derivative instruments are not subject to credit rating contingencies or collateral
requirements. As of February 28, 2021, the estimated fair value of derivative instruments in a net liability position
due to counterparties was $0.1 million. If we were required to settle the net liability position under these
derivative instruments on February 28, 2021, we would have had sufficient available liquidity on hand to satisfy
this obligation.
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Results of period derivative activity
The estimated fair value and location of our derivative instruments on our balance sheets are as follows
(see Note 7):
(in millions)
Assets
February 28,
2021
February 29,
2020
Liabilities
February 28,
2021
February 29,
2020
Derivative instruments designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and
other
32.0 $
$
47.8
Other assets
Interest rate swap contracts:
Prepaid expenses and
other
Treasury lock contracts:
Prepaid expenses and
other
$
$
$
41.3 $
39.5
— $
— $
—
—
Derivative instruments not designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and
other
3.3 $
9.0
$
Other accrued expenses
and liabilities
Deferred income taxes
and other liabilities
Other accrued expenses
and liabilities
Other accrued expenses
and liabilities
Other accrued expenses
and liabilities
Commodity derivative contracts:
Prepaid expenses and
other
Other assets
$
$
13.4 $
7.8 $
Other accrued expenses
and liabilities
Deferred income taxes
and other liabilities
0.5
0.1
$
$
$
$
$
$
$
3.5 $
13.0
2.7 $
7.1
— $
0.8
— $
7.6
3.5 $
14.3
3.9 $
1.4 $
25.4
15.5
The principal effect of our derivative instruments designated in cash flow hedging relationships on our
results of operations, as well as OCI, net of income tax effect, is as follows:
Derivative Instruments in
Designated Cash Flow
Hedging Relationships
(in millions)
For the Year Ended February 28, 2021
Foreign currency contracts
Interest rate swap contracts
Treasury lock contracts
Net
Gain (Loss)
Recognized
in OCI
Location of Net Gain (Loss)
Reclassified from AOCI to
Income (Loss)
$
(31.1) Sales
Cost of product sold
(0.6) Interest expense
(16.1) Interest expense
$
(47.8)
Net
Gain (Loss)
Reclassified
from AOCI to
Income (Loss)
$
$
1.4
(25.4)
(1.1)
(1.8)
(26.9)
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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Derivative Instruments in
Designated Cash Flow
Hedging Relationships
(in millions)
For the Year Ended February 29, 2020
Foreign currency contracts
Interest rate swap contracts
Treasury lock contracts
For the Year Ended February 28, 2019
Foreign currency contracts
Net
Gain (Loss)
Recognized
in OCI
Location of Net Gain (Loss)
Reclassified from AOCI to
Income (Loss)
$
66.8 Sales
Cost of product sold
(0.5) Interest expense
(5.7) Interest expense
60.6
15.9 Sales
Cost of product sold
15.9
$
$
$
Net
Gain (Loss)
Reclassified
from AOCI to
Income (Loss)
$
$
$
$
—
20.2
—
—
20.2
0.4
4.1
4.5
The effect of our undesignated derivative instruments on our results of operations is as follows:
Derivative Instruments Not
Designated as Hedging Instruments
(in millions)
For the Year Ended February 28, 2021
Commodity derivative contracts
Foreign currency contracts
For the Year Ended February 29, 2020
Commodity derivative contracts
Foreign currency contracts
For the Year Ended February 28, 2019
Commodity derivative contracts
Foreign currency contracts
Interest rate swap contracts
Location of Net Gain (Loss)
Recognized in Income (Loss)
Cost of product sold
Selling, general, and administrative expenses
Cost of product sold
Selling, general, and administrative expenses
Cost of product sold
Selling, general, and administrative expenses
Interest expense
Net
Gain (Loss)
Recognized
in Income
(Loss)
$
$
$
$
$
$
25.1
(17.4)
7.7
(49.0)
(7.8)
(56.8)
1.8
(60.8)
35.0
(24.0)
7.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Authoritative guidance establishes a framework for measuring fair value, including a hierarchy for inputs
used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable
inputs by requiring that the most observable inputs be used when available. The hierarchy includes three levels:
•
•
Level 1 inputs are quoted prices in active markets for identical assets or liabilities;
Level 2 inputs include data points that are observable such as quoted prices for similar assets or
liabilities in active markets, quoted prices for identical assets or similar assets or liabilities in markets
that are not active, and inputs (other than quoted prices) such as volatility, interest rates and yield
curves that are observable for the asset and liability, either directly or indirectly; and
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
•
Level 3 inputs are unobservable data points for the asset or liability, and include situations where
there is little, if any, market activity for the asset or liability.
Fair value methodology
The following methods and assumptions are used to estimate the fair value for each class of our financial
instruments:
Foreign currency and commodity derivative contracts
The fair value is estimated using market-based inputs, obtained from independent pricing services,
entered into valuation models. These valuation models require various inputs, including contractual terms, market
foreign exchange prices, market commodity prices, interest-rate yield curves, and currency volatilities, as
applicable (Level 2 fair value measurement).
Interest rate swap and treasury lock contracts
The fair value is estimated based on quoted market prices from respective counterparties. Quotes are
corroborated by using discounted cash flow calculations based upon forward interest-rate yield curves, which are
obtained from independent pricing services (Level 2 fair value measurement).
Canopy investment
Equity securities, Warrants – The inputs used to estimate the fair value of the Canopy warrants are as
follows:
February 28, 2021 (1)(2)
February 29, 2020 (2)
Tranche A
Warrants (3)
Tranche B
Warrants (4)
Tranche A
Warrants (3)
Tranche B
Warrants (4)
November
2017 Canopy
Warrants (3)
C$
C$
50.40
41.90
C$
C$
76.68
41.90
C$
C$
50.40
25.17
C$
C$
76.68
25.17
C$
C$
12.98
25.17
2.7 years
5.7 years
3.7 years
6.7 years
70.0 %
0.5 %
0.0 %
70.0 %
1.1 %
0.0 %
70.0 %
1.1 %
0.0 %
70.0 %
1.1 %
0.0 %
0.2 years
105.3 %
1.5 %
0.0 %
Exercise price (5)
Valuation date stock price (6)
Remaining contractual term (7)
Expected volatility (8)
Risk-free interest rate (9)
Expected dividend yield (10)
(1)
(2)
(3)
(4)
The November 2017 Canopy Warrants were exercised on May 1, 2020 and as such are not included in the table
as of February 28, 2021. For additional information on the November 2017 Canopy Warrants and the related
exercise, refer to Note 10.
The exercise price for the Tranche C Warrants is based on the VWAP Exercise Price and are not included in the
table as there is no fair value assigned.
The fair value is estimated using the Black-Scholes option-pricing model (Level 2 fair value measurement).
The fair value is estimated using Monte Carlo simulations (Level 2 fair value measurement).
(5) Based on the exercise price from the applicable underlying agreements.
(6) Based on the closing market price for Canopy common stock on the TSX as of the applicable date.
(7) Based on the following expiration dates:
November 2017 Canopy Warrants
May 1, 2020
Tranche A Warrants
Tranche B Warrants
November 1, 2023
November 1, 2026
(8) Based on consideration of historical and/or implied volatility levels of the underlying equity security and limited
consideration of historical peer group volatility levels.
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(9) Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term
equal to the expiration date of the applicable warrants.
(10) Based on historical dividend levels.
Debt securities, Convertible – We have elected the fair value option to account for the Canopy Debt
Securities for C$200.0 million, or $150.5 million. Interest income on the Canopy Debt Securities is calculated using
the effective interest method and is recognized separately from the changes in fair value in interest expense. The
Canopy Debt Securities have a contractual maturity of five years from the date of issuance but may be converted
prior to maturity by either party upon the occurrence of certain events. At settlement, the Canopy Debt Securities
can be settled at the option of the issuer, in cash, equity shares of the issuer, or a combination thereof. The fair
value is estimated using a binomial lattice option-pricing model (Level 2 fair value measurement), which includes
an estimate of the credit spread based on market spreads using bond data as of the valuation date.
The inputs used to estimate the fair value of the Canopy Debt Securities are as follows:
Conversion price (1)
Valuation date stock price (2)
Remaining term (3)
Expected volatility (4)
Risk-free interest rate (5)
Expected dividend yield (6)
February 28,
2021
February 29,
2020
C$
C$
48.17
41.90
C$
C$
48.17
25.17
2.4 years
3.4 years
57.6 %
0.4 %
0.0 %
58.2 %
1.1 %
0.0 %
(1) Based on the rate which the Canopy Debt Securities may be converted into equity shares, or the equivalent
amount of cash, at the option of the issuer.
(2) Based on the closing market price for Canopy common stock on the TSX as of the applicable date.
(3) Based on the contractual maturity date of the notes.
(4) Based on historical volatility levels of the underlying equity security, reduced for certain risks associated with
debt securities.
(5) Based on the implied yield currently available on Canadian Treasury zero coupon issues with a term equal to the
remaining contractual term of the Canopy Debt Securities.
(6) Based on historical dividend levels.
Short-term borrowings
The revolving credit facility under our senior credit facility is a variable interest rate bearing note with a
fixed margin, adjustable based upon our debt rating (as defined in our senior credit facility). Its fair value is
estimated by discounting cash flows using LIBOR plus a margin reflecting current market conditions obtained from
participating member financial institutions (Level 2 fair value measurement). The remaining instruments, including
our commercial paper, are variable interest rate bearing notes for which the carrying value approximates the fair
value.
Long-term debt
The term loan under our March 2020 Term Credit Agreement is a variable interest rate bearing note with a
fixed margin, adjustable based upon our debt rating. The carrying value approximates the fair value of the term
loan. The fair value of the remaining fixed interest rate long-term debt is estimated by discounting cash flows using
interest rates currently available for debt with similar terms and maturities (Level 2 fair value measurement).
The carrying amounts of certain of our financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable, and short-term borrowings, approximate fair value as of February 28, 2021,
and February 29, 2020, due to the relatively short maturity of these instruments. As of February 28, 2021, the
carrying amount of long-term debt, including the current portion, was $10,442.3 million, compared with an
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
estimated fair value of $11,580.9 million. As of February 29, 2020, the carrying amount of long-term debt,
including the current portion, was $11,945.7 million, compared with an estimated fair value of $12,935.9 million.
Recurring basis measurements
The following table presents our financial assets and liabilities measured at estimated fair value on a
recurring basis:
Fair Value Measurements Using
Significant
Other
Observable
Inputs
(Level 2)
Quoted
Prices in
Active
Markets
(Level 1)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
February 28, 2021
Assets:
Foreign currency contracts
Commodity derivative contracts
Equity securities (1)
Canopy Debt Securities (1)
Liabilities:
Foreign currency contracts
Commodity derivative contracts
February 29, 2020
Assets:
Foreign currency contracts
Commodity derivative contracts
Equity securities (1)
Canopy Debt Securities (1)
Liabilities:
Foreign currency contracts
Commodity derivative contracts
Interest rate swap contracts
Treasury lock contracts
$
$
$
$
$
$
$
$
$
$
$
$
$
$
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
76.6 $
21.2 $
1,639.7 $
176.3 $
9.7 $
5.3 $
96.3 $
0.6 $
991.5 $
125.6 $
34.4 $
40.9 $
0.8 $
7.6 $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
— $
Total
76.6
21.2
1,639.7
176.3
9.7
5.3
96.3
0.6
991.5
125.6
34.4
40.9
0.8
7.6
(1) Unrealized net gain (loss) from the changes in fair value of our securities measured at fair value recognized in income (loss)
from unconsolidated investments, are as follows:
(in millions)
November 2017 Canopy Warrants (i)
(ii)
November 2018 Canopy Warrants
Canopy Debt Securities
February 28,
2021
February 29,
2020
(61.8)
823.3
40.5
(543.7)
(1,488.1)
(94.6)
$
802.0 $
(2,126.4)
(i) The November 2017 Canopy Warrants were exercised in May 2020. For additional information on the November 2017
Canopy Warrants and the related exercise, refer to Note 10.
(ii) The terms of the November 2018 Canopy Warrants were modified in June 2019. For additional information on the
November 2018 Canopy Warrants and the related modification, refer to Note 10. For the year ended February 29,
2020, amounts are net of a $1,176.0 million unrealized gain resulting from the June 2019 Warrant Modification.
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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Nonrecurring basis measurements
The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring
basis for which an impairment assessment was performed for the periods presented:
(in millions)
For the Year Ended February 28, 2021
Long-lived assets held for sale
Trademarks
For the Year Ended February 29, 2020
Long-lived assets held for sale
Trademarks (1)
For the Year Ended February 28, 2019
Trademarks
Fair Value Measurements Using
Quoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total Losses
$
$
$
$
$
— $
—
— $
— $
—
— $
— $
—
— $
— $
4.0
4.0 $
— $
949.3 $
—
—
— $
949.3 $
24.0
6.0
30.0
449.7
11.0
460.7
— $
— $
28.0 $
108.0
(1) The balance at February 29, 2020, has been reclassified to assets held for sale (see “Trademarks” below for
further discussion).
Long-lived assets held for sale
For the year ended February 28, 2021, primarily in connection with the Wine and Spirits Divestitures and
the Concentrate Business Divestiture, long-lived assets held for sale with a carrying value of $736.4 million were
written down to their estimated fair value of $712.4 million, less costs to sell, resulting in a total loss of
$24.0 million. This loss was included in impairment of assets held for sale within our consolidated results of
operations. These assets consisted primarily of goodwill, intangible assets, and certain winery and vineyard assets
which had satisfied the conditions necessary to be classified as held for sale. Our estimated fair value was
determined as of November 30, 2020, primarily based on the expected proceeds from the Wine and Spirits
Divestitures and the Concentrate Business Divestiture, excluding the contingent consideration, which we will
recognize when it is determined to be realizable.
For the year ended February 29, 2020, in connection with the Wine and Spirits Divestitures and the
Concentrate Business Divestiture, long-lived assets held for sale with a carrying value of $1,291.2 million were
written down to their estimated fair value of $908.2 million, less costs to sell, resulting in a total loss of $407.0
million. This loss was included in impairment of assets held for sale within our consolidated results of operations.
These assets consisted primarily of goodwill, intangible assets, and certain winery and vineyard assets which had
satisfied the conditions necessary to be classified as held for sale. Our estimate of fair value was determined as of
February 29, 2020, based on the expected proceeds from the Wine and Spirits Divestitures and the Concentrate
Business Divestiture, excluding the contingent consideration.
For the year ended February 29, 2020, in connection with the Ballast Point Divestiture, long-lived assets
held for sale with a carrying value of $81.3 million were written down to their estimated fair value of $41.1 million,
less costs to sell. As a result, a loss of $42.7 million, inclusive of costs to sell and other losses was included in
impairment of assets held for sale for the year ended February 29, 2020. These assets consisted primarily of
intangible assets and certain production and warehouse assets which had satisfied the conditions necessary to be
classified as held for sale. Our estimate of fair value was determined based on the expected proceeds from the
Ballast Point Divestiture as of February 29, 2020. Ballast Point was a component of the Beer segment and was
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
included in our beer reporting unit through the date of divestiture. Accordingly, goodwill was allocated to the
Ballast Point assets held for sale based on the relative fair value of the business being sold compared to the
relative fair value of the reporting unit. Goodwill not allocated to assets associated with the Ballast Point
Divestiture remained in the beer reporting unit.
Trademarks
For the year ended February 28, 2021, certain negative trends within our Beer segment’s Four Corners
craft beer portfolio, including slower growth rates and increased competition, resulted in updated long-term
financial forecasts. The updated forecasts indicated it was more likely than not the fair value of our indefinite-lived
intangible asset associated with the Four Corners trademark might be below its carrying value. Accordingly, we
performed a quantitative assessment for impairment. As a result of this assessment, the Four Corners trademark
asset with a carrying value of $10.0 million was written down to its estimated fair value of $4.0 million, resulting in
an impairment of $6.0 million. This impairment was included in selling, general, and administrative expenses
within our consolidated results of operations for the year ended February 28, 2021.
For the year ended February 29, 2020, certain continuing negative trends within our Beer segment’s
Ballast Point craft beer portfolio, including increased rate of revenue decline and increased competition, indicated
that it was more likely than not the fair value of our indefinite-lived intangible asset associated with the Ballast
Point craft beer trademark might be below its carrying value. Accordingly, we performed a quantitative
assessment for impairment. As a result of this assessment, the Ballast Point craft beer trademark asset with a
carrying value of $28.0 million was written down to its estimated fair value of $17.0 million, resulting in an
impairment of $11.0 million. This impairment was included in selling, general, and administrative expenses within
our consolidated results of operations for the year ended February 29, 2020.
For the year ended February 28, 2019, in connection with certain continuing negative trends within our
Beer segment’s Ballast Point craft beer portfolio, including slower growth rates and increased competition, we
implemented a change in strategy for our Ballast Point craft beer portfolio. This change in strategy, when
combined with the continuing negative trends, indicated that it was more likely than not the fair value of our
indefinite-lived intangible asset associated with the craft beer trademark might be below its carrying value. The
change in strategy for our Ballast Point craft beer portfolio focuses on improving profitability by rationalizing the
number of product offerings while targeting distribution growth in select strategic markets. This change in strategy
resulted in updated long-term financial forecasts with lower revenues, and cash flows for the related portfolio.
Accordingly, we performed a quantitative assessment for impairment of the Ballast Point craft beer trademark
asset. As a result of this assessment, the Ballast Point craft beer trademark asset with a carrying value of
$136.0 million was written down to its estimated fair value of $28.0 million, resulting in an impairment of
$108.0 million.
When performing a quantitative assessment for impairment of a trademark asset, we measure the
amount of impairment by calculating the amount by which the carrying value of the trademark asset exceeds its
estimated fair value. The estimated fair value is determined based on an income approach using the relief from
royalty method, which assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to
exploit the related benefits of the trademark asset. The cash flow projections we use to estimate the fair value of
our trademark assets involve several assumptions, including (i) projected revenue growth rates, (ii) estimated
royalty rates, (iii) after-tax royalty savings expected from ownership of the trademarks, and (iv) discount rates
used to derive the estimated fair value of the trademark assets.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
8.
GOODWILL
The changes in the carrying amount of goodwill are as follows:
(in millions)
Balance, February 28, 2019
Purchase accounting allocations (1)
Black Velvet Divestiture
Foreign currency translation adjustments
Reclassified (to) from assets held for sale (2)
Balance, February 29, 2020
Purchase accounting allocations (3)
Foreign currency translation adjustments
Reclassified (to) from assets held for sale (2)
Balance, February 28, 2021
Beer
Wine and
Spirits
Consolidated
$
$
5,167.9 $
—
—
0.2
(4.7)
5,163.4
—
(38.7)
0.9
5,125.6 $
2,920.9 $
58.8
(72.2)
(9.5)
(304.3)
2,593.7
14.3
15.9
44.0
2,667.9 $
8,088.8
58.8
(72.2)
(9.3)
(309.0)
7,757.1
14.3
(22.8)
44.9
7,793.5
(1) Purchase accounting allocations associated primarily with the acquisition of Nelson’s Green Brier.
(2) Primarily in connection with the Wine and Spirits Divestitures, goodwill associated with the businesses being sold
was reclassified (to) from assets held for sale based on the relative fair values of the portion of the business
being sold and the remaining wine and spirits and beer portfolios. The relative fair values were determined using
the income approach based on assumptions, including projected revenue growth rates, terminal growth rate,
and discount rate and other projected financial information.
(3) Preliminary purchase accounting allocations associated primarily with the acquisition of Empathy Wines.
9.
INTANGIBLE ASSETS
The major components of intangible assets are as follows:
(in millions)
Amortizable intangible assets
Customer relationships
Other
Total
Nonamortizable intangible assets
Trademarks
Total intangible assets
February 28, 2021
February 29, 2020
Gross
Carrying
Amount
Net
Carrying
Amount
Gross
Carrying
Amount
Net
Carrying
Amount
$
$
87.2 $
21.1
108.3
26.3 $
0.2
26.5 $
87.4 $
20.2
107.6
31.8
0.3
32.1
2,705.6
2,732.1
$
2,686.8
2,718.9
$
The intangible assets balance at February 29, 2020, excludes intangible assets reclassified to assets held
for sale, which consist primarily of trademarks. We did not incur costs to renew or extend the term of acquired
intangible assets for the years ended February 28, 2021, February 29, 2020, and February 28, 2019. Net carrying
amount represents the gross carrying value net of accumulated amortization. Amortization expense for intangible
assets was $5.3 million, $5.7 million, and $6.0 million for the years ended February 28, 2021, February 29, 2020,
and February 28, 2019, respectively.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows:
(in millions)
2022
2023
2024
2025
2026
Thereafter
$
$
$
$
$
$
5.1
3.2
1.4
1.4
1.4
14.0
10.
EQUITY METHOD INVESTMENTS
Our equity method investments are as follows:
(in millions)
Canopy Equity Method Investment
Other equity method investments (1)
February 28, 2021
February 29, 2020
Carrying Value
Ownership
Percentage
Carrying Value
Ownership
Percentage
$
$
2,578.8
209.6
2,788.4
38.1 % $
2,911.7
35.3 %
20%-50%
182.2
20%-50%
$
3,093.9
(1)
The other equity method investments balance at February 29, 2020, excludes investments reclassified to assets
held for sale.
Canopy Equity Method Investment
In November 2017, we acquired 18.9 million common shares, which represented a 9.9% ownership
interest in Canopy, an Ontario, Canada-based public company and leading provider of medicinal and recreational
cannabis products, plus warrants which gave us the option to purchase an additional 18.9 million common shares
of Canopy. The November 2017 Canopy Investment was accounted for at fair value from the date of investment
through October 31, 2018. From November 1, 2018, the November 2017 Canopy Investment has been accounted
for under the equity method. The November 2017 Canopy Warrants were accounted for at fair value from the
date of investment through April 30, 2020. See “May 2020 Canopy Investment” and “Canopy Equity Method
Investment” below.
In November 2018, we increased our ownership interest in Canopy by acquiring an additional 104.5 million
common shares (see “Canopy Equity Method Investment” below), plus warrants which give us the option to
purchase an additional 139.7 million common shares of Canopy for C$5,078.7 million, or $3,869.9 million. On
November 1, 2018, our ownership interest in Canopy increased to 36.6% which allowed us to exercise significant
influence, but not control, over Canopy.
In May 2020, we exercised the November 2017 Canopy Warrants at an exercise price of C$12.98 per
warrant share for C$245.0 million, or $173.9 million. The May 2020 Canopy Investment increased our ownership
interest in Canopy to 38.6% upon exercise. We entered into foreign currency forward contracts to fix the U.S.
dollar cost of the May 2020 Canopy Investment. For the year ended February 28, 2021, we recognized net losses
on the foreign currency forward contracts of $7.5 million, in selling, general, and administrative expenses within
our consolidated results of operations. The payment at maturity of the derivative instruments is reported as cash
flows from investing activities in investments in equity method investees and securities for the year ended
February 28, 2021.
We account for the November 2017 Canopy Investment, the November 2018 Canopy Investment, and the
May 2020 Canopy Investment, each of which represents an investment in common shares of Canopy, collectively,
under the equity method. Equity in earnings (losses) from the Canopy Equity Method Investment and related
activities (see table below) include, among other items, restructuring and other strategic business development
Constellation Brands, Inc. FY 2021 Form 10-K
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
costs, the amortization of the fair value adjustments associated with the definite-lived intangible assets over their
estimated useful lives, the flow through of inventory step-up, unrealized gains (losses) associated with changes in
our Canopy ownership percentage resulting from periodic equity issuances made by Canopy, and our share of
Canopy’s additional loss resulting from the June 2019 Warrant Modification of $409.0 million.
Amounts included in our consolidated results of operations for each period are as follows:
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
(in millions)
Equity in earnings (losses) from Canopy and related activities
$
(679.0) $
(575.9) $
(2.6)
In June 2019, the Canopy shareholders approved the modification of the terms of the warrants originally
obtained in November 2018 and certain other rights, and the other required approvals necessary for the
modifications to be effective were granted. The November 2018 Canopy Warrants now consist of three tranches
of warrants, including 88.5 million Tranche A Warrants expiring November 1, 2023 which are currently exercisable,
38.4 million Tranche B Warrants expiring November 1, 2026, and 12.8 million Tranche C Warrants expiring
November 1, 2026. These changes are the result of Canopy’s intention to acquire Acreage upon U.S. federal
cannabis legalization, subject to certain conditions. In connection with the Acreage Transaction, Canopy had a call
option to acquire 100% of the shares of Acreage.
The other rights obtained in June 2019 in connection with the Acreage Transaction include a share
repurchase credit and the ability to purchase Canopy common shares on the open market or in private agreement
transactions. If Canopy has not purchased the lesser of 27,378,866 Canopy common shares, or C$1,583.0 million
worth of Canopy common shares for cancellation between April 18, 2019 and two-years after the full exercise of
the Tranche A Warrants, we will be credited an amount that will reduce the aggregate exercise price otherwise
payable upon each exercise of the Tranche B Warrants and Tranche C Warrants. The credit will be an amount
equal to the difference between C$1,583.0 million and the actual price paid by Canopy in purchasing its common
shares for cancellation. If we choose to purchase Canopy common shares on the open market or in private
agreement with existing holders, the number of Tranche B Warrants or Tranche C Warrants shall be decreased by
one for each Canopy common share acquired, up to an aggregate maximum reduction of 20 million warrants. The
likelihood of receiving the share repurchase credit if we were to fully exercise the Tranche A Warrants is remote,
therefore, no fair value has been assigned.
The inputs used to estimate the fair value of the November 2018 Canopy Warrants as of the June 27, 2019
modification date, were as follows:
Exercise price
Valuation date stock price
Remaining contractual term
Expected volatility
Risk-free interest rate
Expected dividend yield
(1) Refer to Note 7 for input descriptions.
Tranche A
Warrants (1)
50.40
$
Tranche B
Warrants (1)
76.68
$
$
53.36
$
53.36
4.3 years
7.3 years
66.7 %
1.4 %
0.0 %
66.7 %
1.4 %
0.0 %
Accordingly, we recognized a $1,176.0 million unrealized gain from unconsolidated investments within our
consolidated results of operations for the second quarter of fiscal 2020 from the June 2019 Warrant Modification.
Approximately $322.5 million of the unrealized gain was associated with the Tranche A Warrants and $853.5
million was associated with the Tranche B Warrants. No value was associated with the Tranche C Warrants as they
have a VWAP Exercise Price.
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In September 2020, the Acreage shareholders approved the modification of the Acreage Transaction and
related Acreage Financial Instrument, and the other required regulatory approvals necessary for the modification
to be effective were granted. The New Acreage Agreement reduces (i) the ratio of Canopy shares required to be
exchanged for Acreage shares upon U.S. federal cannabis legalization and (ii) the number of Acreage shares
subject to the fixed exchange ratio from 100% to 70%, calculated as a percentage of Acreage’s issued and
outstanding shares. The remaining 30% of Acreage shares will be subject to a floating exchange ratio and Canopy,
at its sole discretion, will have the option to acquire these shares with Canopy shares, cash, or a combination
thereof.
In February 2021, Canopy sold its ownership interest in RIV Capital in exchange for (i) exchangeable
shares, warrants, and debt in TerrAscend Corp., (ii) shares in Les Serres Vert Cannabis Inc., and (iii) the termination
of a royalty agreement with The Tweed Tree Lot Inc. As additional consideration for the assets being transferred
and termination of the royalty agreement, Canopy made a cash payment of C$115 million and issued 3,647,902
Canopy shares. The RIV Capital Divestiture has a minor dilutive impact on our ownership interest in Canopy which
we will reflect in our first quarter of fiscal 2022 results.
Canopy has various equity and convertible debt securities outstanding, including primarily equity awards
granted to its employees, and options and warrants issued to various third parties, including our November 2018
Canopy Warrants, Canopy Debt Securities, and the New Acreage Financial Instrument. As of February 28, 2021, the
conversion of Canopy equity securities held by its employees and/or held by other third parties, excluding our
November 2018 Canopy Warrants, Canopy Debt Securities, and the New Acreage Financial Instrument, would not
have a significant effect on our share of Canopy’s reported earnings or losses. Additionally, under an amended and
restated investor rights agreement, we have the option to purchase additional common shares of Canopy at the
then-current price of the underlying equity security to allow us to maintain our relative ownership interest. If we
exercised all of our November 2018 Canopy Warrants, it could have a significant effect on our share of Canopy’s
reported earnings or losses and our ownership interest in Canopy would be expected to increase to greater than
50%. If Canopy exercised the New Acreage Financial Instrument, which would require the issuance of Canopy
shares, it could have a significant effect on our share of Canopy’s reported earnings or losses and our ownership
interest in Canopy would decrease and no longer be expected to be greater than 50%.
As of February 28, 2021, the exercise of all Canopy warrants held by us would have required a cash
outflow of approximately $6.3 billion based on the terms of the November 2018 Canopy Warrants. Additionally, as
of February 28, 2021, the fair value of the Canopy Equity Method Investment was $4,679.3 million based on the
closing price of the underlying equity security as of that date.
The following tables present summarized financial information for Canopy prepared in accordance with
U.S. GAAP. We recognize our equity in earnings (losses) for Canopy on a two-month lag. Accordingly, we
recognized our share of Canopy’s earnings (losses) for the periods (i) January through December 2020 in our year
ended February 28, 2021 results, (ii) January through December 2019 in our year ended February 29, 2020, results,
and (iii) November and December 2018, in our year ended February 28, 2019 results. The amounts shown
represent 100% of Canopy’s financial position and results of operations, for the respective periods, however, the
results of operations for the year ended February 29, 2020, exclude the impact of the June 2019 Warrant
Modification Loss because it was recorded by Canopy within equity. The year ended February 28, 2021, includes
costs designed to improve Canopy’s organizational focus, streamline operations, and align production capability
with projected demand.
(in millions)
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Noncontrolling interests
February 28,
2021
February 29,
2020
$
$
$
$
$
1,706.6 $
3,251.5 $
273.7 $
1,308.8 $
179.0 $
2,232.9
3,751.6
322.0
867.9
210.5
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 87
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(in millions)
Net sales
Gross profit (loss)
Net income (loss)
Net income (loss) attributable to Canopy
(1)
For the period November 1, 2018, through December 31, 2018.
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019 (1)
$
$
$
$
378.6 $
(14.1) $
(1,775.3) $
(1,750.0) $
290.2 $
45.4 $
(327.0) $
(312.6) $
48.6
11.2
(39.6)
(27.8)
Other equity method investment
Booker Vineyard
In April 2020, we invested in My Favorite Neighbor, LLC, also known as Booker Vineyard, a super-luxury,
direct-to-consumer focused wine business which we account for under the equity method. We recognize our
share of their equity in earnings (losses) in our consolidated financial statements in the Wine and Spirits segment.
11.
OTHER ACCRUED EXPENSES AND LIABILITIES
The major components of other accrued expenses and liabilities are as follows:
February 28,
2021
February 29,
2020
(in millions)
Salaries, commissions, and payroll benefits and withholdings
$
232.1 $
Promotions and advertising
Accrued interest
Operating lease liability
Income taxes payable
Derivative liabilities
Other
12.
BORROWINGS
Borrowings consist of the following:
(in millions)
Short-term borrowings
Commercial paper
Long-term debt
Term loan credit facilities
Senior notes
Other
159.9
93.4
68.8
24.7
10.9
190.1
$
779.9 $
182.2
191.7
94.3
76.6
24.9
61.1
149.6
780.4
February 28, 2021
February 29,
2020
Current
Long-term
Total
Total
$
$
$
$
—
—
$
$
238.9
238.9
24.6 $
429.8 $
454.4 $
1,295.7
—
4.6
9,972.4
10.9
9,972.4
15.5
10,624.7
25.3
29.2 $
10,413.1 $
10,442.3 $
11,945.7
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Bank facilities
Senior credit facility
In August 2018, the Company, CIH, CB International, certain of the Company’s subsidiaries as guarantors,
the Administrative Agent, and certain other lenders entered into the August 2018 Restatement Agreement that
amended and restated our then-existing senior credit facility (as amended and restated by the August 2018
Restatement Agreement, the August 2018 Credit Agreement). The principal changes effected by the August 2018
Restatement Agreement were:
•
•
•
the removal of CIH as a borrower under the August 2018 Credit Agreement;
the termination of a cross-guarantee agreement by CIH and CB International; and
the addition of a mechanism to provide for the replacement of LIBOR with an alternative benchmark
rate in certain circumstances where LIBOR cannot be adequately ascertained or available.
In September 2018, the Company, CB International, certain of the Company’s subsidiaries as guarantors,
the Administrative Agent, and certain other lenders entered into the 2018 Restatement Agreement that amended
and restated the August 2018 Credit Agreement (as amended and restated by the 2018 Restatement Agreement,
the 2018 Credit Agreement). The primary change effected by the 2018 Restatement Agreement was the increase
of the revolving credit facility from $1.5 billion to $2.0 billion and extension of its maturity to September 14, 2023.
The 2018 Restatement Agreement also modified certain financial covenants in connection with the
November 2018 Canopy Transaction and added various representations and warranties, covenants, and an event
of default related to the November 2018 Canopy Transaction.
In June 2019, we repaid the outstanding obligations under the U.S. Term A-1 loan facility under the 2018
Credit Agreement with proceeds from the 2019 Term Credit Agreement.
In March 2020, the Company, CB International, certain of the Company’s subsidiaries as guarantors, the
Administrative Agent, and certain other lenders entered into the 2020 Restatement Agreement that amended and
restated the 2018 Credit Agreement (as amended and restated by the 2020 Restatement Agreement, the 2020
Credit Agreement). The 2020 Credit Agreement provides for an aggregate revolving credit facility of $2.0 billion.
The principal changes effected by the 2020 Restatement Agreement were:
•
•
•
•
the removal of the subsidiary guarantees and termination of the guarantee agreement;
the inclusion of the parent guaranty provisions in connection with the termination of the guarantee
agreement;
the removal of certain provisions pertaining to term loans since no term loans are outstanding; and
the revision of the LIBOR successor rate provisions to permit the use of rates based on the SOFR
administered by the Federal Reserve Bank of New York.
Upon removal of all subsidiary guarantors from our 2020 Credit Agreement, the subsidiary guarantors
were automatically released from the indentures relating to our outstanding senior notes.
2020 Term Credit Agreement
In September 2018, the Company, the Administrative Agent, and certain other lenders entered into the
Term Credit Agreement. The Term Credit Agreement provided for aggregate credit facilities of $1.5 billion,
consisting of the $500.0 million three-year term loan facility and a $1.0 billion five-year term loan facility.
In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, the Administrative
Agent, and certain other lenders entered into the Term Loan Restatement Agreement that amended and restated
the Term Credit Agreement (as amended and restated by the Term Loan Restatement Agreement, the 2020 Term
Credit Agreement). The principal changes effected by the Term Loan Restatement Agreement were:
•
•
the removal of the subsidiary guarantees and termination of the respective guarantee agreements;
and
the revision of the LIBOR successor rate provisions to permit the use of rates based on SOFR.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 89
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
In August 2020, we prepaid the outstanding Three-Year Term Facility borrowings and in July 2020, we
prepaid the outstanding Five-Year Term Facility borrowings, both under our 2020 Term Credit Agreement.
March 2020 Term Credit Agreement
In June 2019, the Company and the Administrative Agent and Lender entered into the 2019 Term Credit
Agreement. The 2019 Term Credit Agreement provides for the creation of a $491.3 million five-year term loan
facility. The 2019 Five-Year Term Facility will be repaid in quarterly payments of principal equal to 1.25% of the
original aggregate principal amount of the 2019 Five-Year Term Facility, with the balance due and payable at
maturity.
In March 2020, the Company, certain of the Company’s subsidiaries as guarantors, and the Lender entered
into the 2020 Term Loan Restatement Agreement that amended and restated the 2019 Term Credit Agreement (as
amended and restated by the 2020 Term Loan Restatement Agreement, the March 2020 Term Credit Agreement).
The principal changes effected by the 2020 Term Loan Restatement Agreement were:
•
•
the removal of the subsidiary guarantees and termination of the respective guarantee agreements;
and
the revision of the LIBOR successor rate provisions to permit the use of rates based on SOFR.
General
We and our subsidiaries are subject to covenants that are contained in the 2020 Credit Agreement and the
March 2020 Term Credit Agreement, including those restricting the incurrence of additional indebtedness,
additional liens, mergers and consolidations, transactions with affiliates, and sale and leaseback transactions, in
each case subject to numerous conditions, exceptions, and thresholds. The financial covenants are limited to a
minimum interest coverage ratio and a maximum net leverage ratio.
Our senior credit facility permits us to elect, subject to the willingness of existing or new lenders to fund
such increase or term loans and other customary conditions, to increase the revolving credit commitments or add
one or more tranches of additional term loans. The Incremental Facilities may be an unlimited amount so long as
our leverage ratio, as defined and computed pursuant to our senior credit facility, is no greater than 4.00 to 1.00
subject to certain limitations for the period defined pursuant to our senior credit facility.
As of February 28, 2021, aggregate credit facilities under the 2020 Credit Agreement and the March 2020
Term Credit Agreement consist of the following:
(in millions)
2020 Credit Agreement
Revolving credit facility (1) (2)
March 2020 Term Credit Agreement
2019 Five-Year Term Facility (1) (3)
Amount
Maturity
$
$
2,000.0
Sept 14, 2023
491.3
Jun 28, 2024
(1) Contractual interest rate varies based on our debt rating (as defined in the respective agreement) and is a
function of LIBOR plus a margin, or the base rate plus a margin, or, in certain circumstances where LIBOR cannot
be adequately ascertained or available, an alternative benchmark rate plus a margin.
(2) We and/or CB International are the borrower under the $2,000.0 million revolving credit facility. Includes a sub-
facility for letters of credit of up to $200.0 million.
(3) We are the borrower under the 2019 Five-Year Term Facility.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 90
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
As of February 28, 2021, information with respect to borrowings under the 2020 Credit Agreement and
the March 2020 Term Credit Agreement is as follows:
(in millions)
Outstanding borrowings
Interest rate
LIBOR margin
Outstanding letters of credit
Remaining borrowing capacity (2)
2020 Credit
Agreement
Revolving
credit
facility
March 2020
Term Credit
Agreement
2019 Five-
Year Term
Facility (1)
$
$
$
—
— %
— %
$
454.4
1.0 %
0.88 %
11.7
1,988.3
(1) Outstanding term loan facility borrowings are net of unamortized debt issuance costs.
(2) Net of outstanding revolving credit facility borrowings, outstanding letters of credit under the 2020 Credit
Agreement, and outstanding borrowings under our commercial paper program (excluding unamortized discount)
(see “Commercial paper program”).
Commercial paper program
We have a commercial paper program which provides for the issuance of up to an aggregate principal
amount of $2.0 billion of commercial paper. Our commercial paper program is backed by unused commitments
under our revolving credit facility under our 2020 Credit Agreement. Accordingly, outstanding borrowings under
our commercial paper program reduce the amount available under our revolving credit facility under our 2020
Credit Agreement. As of February 28, 2021, we had no outstanding borrowings under our commercial paper
program. Information with respect to our outstanding commercial paper borrowings as of February 29, 2020, is as
follows:
(in millions)
Outstanding borrowings (1)
Weighted average annual interest rate
Weighted average remaining term
$
238.9
1.9 %
8 days
(1) Outstanding commercial paper borrowings are net of unamortized discount.
Interest rate swap contracts
In June 2019, we entered into interest rate swap agreements, which were designated as cash flow hedges
for $375.0 million of our floating LIBOR rate debt. As a result of these hedges, we fixed our interest rates on
$375.0 million of our floating LIBOR rate debt at an average rate of 1.9% (exclusive of borrowing margins) from
July 1, 2019, through July 1, 2020.
Treasury lock contracts
In February and March 2020, we entered into treasury lock agreements, which were designated as cash
flow hedges. As a result of these hedges, we fixed our 10-year treasury rates on $500.0 million of future debt
issuances at an average rate of 1.2% (exclusive of borrowing margins). In April 2020, prior to the issuance of the
2.875% Senior Notes and 3.75% Senior Notes, we settled all outstanding treasury lock contracts, and recognized
an unrealized loss, net of income tax effect, of $21.8 million in accumulated other comprehensive income (loss)
within our consolidated balance sheets. This loss is being amortized over 10 years to interest expense within our
consolidated results of operations. See “Senior notes” below.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 91
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Senior notes
Our outstanding senior notes are as follows:
Date of
Outstanding Balance (1)
Principal
Issuance
Maturity
Interest
Payments
February 28,
2021
February 29,
2020
(in millions)
3.75% Senior Notes (2) (3)
4.25% Senior Notes (2) (4)
4.75% Senior Notes (2) (4)
4.75% Senior Notes (2) (4)
3.70% Senior Notes (2) (5)
2.70% Senior Notes (2) (5)
3.50% Senior Notes (2) (5)
4.50% Senior Notes (2) (5)
2.25% Senior Notes (2) (6)
2.65% Senior Notes (2) (5)
3.20% Senior Notes (2) (5)
3.60% Senior Notes (2) (5)
4.10% Senior Notes (2) (5)
Senior Floating Rate Notes (2) (7)
4.40% Senior Notes (2) (5)
4.65% Senior Notes (2) (5)
5.25% Senior Notes (2) (5)
3.15% Senior Notes (2) (5)
2.875% Senior Notes (2) (5)
3.75% Senior Notes (2) (5)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
500.0 May 2013
1,050.0 May 2013
400.0
Nov 2014
400.0
Dec 2015
600.0
Dec 2016
500.0 May 2017
500.0 May 2017
500.0 May 2017
Nov 2017
700.0
Nov 2017
700.0
600.0
700.0
600.0
650.0
500.0
500.0
500.0
800.0
600.0
600.0
Feb 2018
Feb 2018
Feb 2018
Oct 2018
Oct 2018
Oct 2018
Oct 2018
Jul 2019
Apr 2020
Apr 2020
May 2021
May 2023
Nov 2024
Dec 2025
Dec 2026
May 2022
May 2027
May 2047
Nov 2020
Nov 2022
Feb 2023
Feb 2028
Feb 2048
Nov 2021
Nov 2025
Nov 2028
Nov 2048
Aug 2029
May 2030
May 2050
May/Nov
May/Nov
May/Nov
Jun/Dec
Jun/Dec
May/Nov
May/Nov
May/Nov
May/Nov
May/Nov
Feb/Aug
Feb/Aug
Feb/Aug
Quarterly
May/Nov
May/Nov
May/Nov
Feb/Aug
May/Nov
May/Nov
$
— $
1,047.5
397.6
396.9
596.5
498.8
496.5
493.1
—
697.1
598.0
695.0
592.3
—
496.6
495.6
493.1
793.9
594.3
589.6
499.2
1,046.4
397.0
396.3
595.9
497.8
496.1
493.0
698.7
695.5
597.0
694.3
592.1
647.9
496.0
495.2
493.0
793.3
—
—
$
9,972.4 $
10,624.7
(1) Amounts are net of unamortized debt issuance costs and unamortized discounts, where applicable.
(2)
Senior unsecured obligations which rank equally in right of payment to all of our existing and future senior
unsecured indebtedness.
(3) Redeemed prior to maturity in February 2021 at a redemption price equal to 100% of the outstanding principal
amount, plus accrued and unpaid interest and a make-whole payment of $3.8 million. The make-whole payment
is included in loss on extinguishment of debt within our consolidated results of operations.
(4) Redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the
outstanding principal amount, plus accrued and unpaid interest and a make-whole payment based on the
present value of the future payments at the adjusted Treasury Rate plus 50 basis points.
(5) Redeemable, in whole or in part, at our option at any time prior to the stated redemption date as defined in the
indenture, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid
interest and a make-whole payment based on the present value of the future payments at the adjusted Treasury
Rate plus the stated basis points as defined in the indenture. On or after the stated redemption date,
redeemable, in whole or in part, at our option at any time at a redemption price equal to 100% of the
outstanding principal amount, plus accrued and unpaid interest.
3.70% Senior Notes due December 2026
2.70% Senior Notes due May 2022
Redemption
Stated
Redemption
Date
Sept 2026
Apr 2022
Stated
Basis
Points
25
15
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
3.50% Senior Notes due May 2027
4.50% Senior Notes due May 2047
2.65% Senior Notes due November 2022
3.20% Senior Notes due February 2023
3.60% Senior Notes due February 2028
4.10% Senior Notes due February 2048
4.40% Senior Notes due November 2025
4.65% Senior Notes due November 2028
5.25% Senior Notes due November 2048
3.15% Senior Notes due August 2029
2.875% Senior Notes due May 2030
Feb 2027
Nov 2046
Oct 2022
Jan 2023
Nov 2027
Aug 2047
Sept 2025
Aug 2028
May 2048
May 2029
Feb 2030
20
25
15
13
15
20
20
25
30
20
35
3.75% Senior Notes due May 2050
40
(6) Redeemed prior to maturity in May 2020 at a redemption price equal to 100% of the outstanding principal
Nov 2049
amount, plus accrued and unpaid interest and a make-whole payment of $6.2 million. The make-whole payment
is included in loss on extinguishment of debt within our consolidated results of operations.
(7) Redeemed prior to maturity in November 2020 at a redemption price equal to 100% of the outstanding principal
amount, plus accrued and unpaid interest.
Indentures
Our indentures relating to our outstanding senior notes contain certain covenants, including, but not
limited to: (i) a limitation on liens on certain assets, (ii) a limitation on certain sale and leaseback transactions, and
(iii) restrictions on mergers, consolidations, and the transfer of all or substantially all of our assets to another
person.
Subsidiary credit facilities
General
We have additional credit arrangements totaling $61.2 million and $71.8 million as of February 28, 2021,
and February 29, 2020, respectively. As of February 28, 2021, and February 29, 2020, amounts outstanding under
these arrangements were $15.5 million and $25.3 million, respectively, the majority of which is classified as long-
term as of the respective date. These arrangements primarily support the financing needs of our domestic and
foreign subsidiary operations (see “Other long-term debt” for additional information). Interest rates and other
terms of these borrowings vary from country to country, depending on local market conditions.
Other long-term debt
During the year ended February 28, 2019, we recorded a conversion of $248.2 million from long-term debt
to noncontrolling equity interests associated with the noncash settlement of a prior contractual agreement with
our glass production plant joint venture partner, Owens-Illinois.
Debt payments
As of February 28, 2021, the required principal repayments under long-term debt obligations (excluding
unamortized debt issuance costs and unamortized discounts of $60.6 million and $17.0 million, respectively) for
each of the five succeeding fiscal years and thereafter are as follows:
(in millions)
2022
2023
2024
2025
2026
Thereafter
$
29.2
1,829.2
1,078.7
782.8
900.0
5,900.0
10,519.9
$
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
13.
INCOME TAXES
Income (loss) before income taxes was generated as follows:
(in millions)
Domestic
Foreign
The income tax provision (benefit) consisted of the following:
(in millions)
Current
Federal
State
Foreign
Total current
Deferred
Federal
State
Foreign
Total deferred
Income tax provision (benefit)
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
$
495.2 $
(2,230.1) $
2,047.7
1,284.9
2,542.9 $
(945.2) $
1,615.9
2,529.1
4,145.0
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
74.0 $
66.5 $
19.1
81.6
174.7
152.8
28.3
155.3
336.4
12.1
108.5
187.1
(459.9)
(118.3)
(575.5)
(1,153.7)
$
511.1 $
(966.6) $
4.1
15.7
239.2
259.0
223.9
75.0
128.0
426.9
685.9
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
A reconciliation of the total tax provision (benefit) to the amount computed by applying the statutory U.S.
federal income tax rate to income before provision for (benefit from) income taxes is as follows:
For the Years Ended
February 28, 2021
February 29, 2020
February 28, 2019
% of
Pretax
Income
(Loss)
Amount
% of
Pretax
Income
(Loss)
Amount
% of
Pretax
Income
(Loss)
Amount
(in millions, except % of pretax income (loss) data)
Income tax provision (benefit) at statutory rate
$
534.0
21.0% $
(198.5)
21.0% $
870.5
21.0%
State and local income taxes, net of federal
income tax benefit (1)
Net income tax provision (benefit) from
legislative changes (2)
Earnings taxed at other than U.S. statutory rate (3)
Excess tax benefits from stock-based
compensation awards (4)
Net income tax provision (benefit) recognized for
adjustment to valuation allowance
Miscellaneous items, net
39.0
1.5%
(82.3)
8.7%
81.3
2.0%
10.9
0.4%
(547.4)
57.9%
(84.4)
(3.2%)
(46.5)
5.0%
(37.6)
(81.0)
(0.9%)
(1.9%)
(29.4)
(1.2%)
(56.2)
5.9%
(82.9)
(2.0%)
27.1
13.9
1.1%
0.5%
(32.8)
(2.9)
3.5%
0.3%
(74.1)
(1.8%)
9.7
0.1%
16.5%
Income tax provision (benefit) at effective rate
$
511.1
20.1% $
(966.6)
102.3% $
685.9
(1)
(2)
Includes differences resulting from adjustments to the current and deferred state effective tax rates.
The year ended February 28, 2021, represents a net income tax (provision) benefit resulting from initiatives
under the CARES Act. The year ended February 29, 2020, represents the recognition of a net income tax benefit
resulting from the remeasurement of our deferred tax assets in connection with the September 2019 enactment
of tax reform in Switzerland. The year ended February 28, 2019, represents the recognition of a net income tax
benefit related to the TCJ Act.
(3) Consists of the following (i) difference between the U.S. statutory rate and local jurisdiction tax rates, (ii) the
provision for incremental U.S. taxes on earnings of certain foreign subsidiaries offset by foreign tax credits,
(iii) the non-U.S. portion of tax provision (benefit) recorded on the net unrealized gain (loss) from the changes in
fair value of our investment in Canopy, and (iv) the non-U.S. portion of tax benefits recorded on the Canopy
equity in earnings (losses) and related activities.
(4) Represents the recognition of the income tax effect of stock-based compensation awards in the income
statement when the awards vest or are settled.
Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are
measured using enacted tax rates that apply to taxable income.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Significant components of deferred tax assets (liabilities) consist of the following:
(in millions)
Deferred tax assets
Intangible assets
Loss carryforwards
Stock-based compensation
Lease liabilities
Inventory
Investments in unconsolidated investees
Other accruals
Gross deferred tax assets
Valuation allowances
Deferred tax assets, net
Deferred tax liabilities
Property, plant, and equipment
Provision for unremitted earnings
Right-of-use assets
Total deferred tax liabilities
Deferred tax assets (liabilities), net
February 28,
2021
February 29,
2020
$
1,852.0 $
233.1
30.1
83.1
26.6
36.7
33.7
2,295.3
(78.6)
2,216.7
(200.3)
(23.0)
(70.6)
(293.9)
2,045.8
225.9
75.6
89.2
32.4
106.1
35.0
2,610.0
(54.1)
2,555.9
(175.5)
(27.5)
(80.5)
(283.5)
$
1,922.8 $
2,272.4
In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that
some or all of the deferred tax assets will not be realized. In making this assessment, we consider the projected
reversal of deferred tax liabilities and projected future taxable income as well as tax planning strategies. Based
upon this assessment, we believe it is more likely than not that we will realize the benefits of these deductible
differences, net of any valuation allowances.
As of February 28, 2021, operating loss carryforwards, which are primarily state and foreign, totaling
$1.6 billion are being carried forward in a number of jurisdictions where we are permitted to use tax operating
losses from prior periods to reduce future taxable income. Of these operating loss carryforwards, $1.2 billion will
expire by fiscal 2027, $344.1 million will expire between fiscal 2028 and fiscal 2041, and $92.5 million of operating
losses in certain jurisdictions may be carried forward indefinitely. Additionally, as of February 28, 2021, federal
capital losses totaling $168.1 million are being carried forward and will expire in fiscal 2022.
We have recognized valuation allowances for operating loss carryforwards, capital loss carryforwards, and
other deferred tax assets when we believe it is more likely than not that these items will not be realized. The
increase in our valuation allowances as of February 28, 2021, primarily relate to adjustments in expected
utilization of capital loss carryforwards in connection with the Wine and Spirits Divestiture and the Paul Masson
Divestiture.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The liability for income taxes associated with uncertain tax positions, excluding interest and penalties, and
a reconciliation of the beginning and ending unrecognized tax benefit liabilities is as follows:
(in millions)
Balance as of March 1
Increases as a result of tax positions taken during a prior period
Decreases as a result of tax positions taken during a prior period
Increases as a result of tax positions taken during the current period
Decreases related to settlements with tax authorities
Decreases related to lapse of applicable statute of limitations
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
249.4 $
224.3 $
3.1
(15.4)
15.2
(10.2)
(6.0)
11.4
(14.8)
29.0
(0.1)
(0.4)
89.3
56.4
(1.4)
88.8
(0.8)
(8.0)
Balance as of last day of February
$
236.1 $
249.4 $
224.3
As of February 28, 2021, and February 29, 2020, we had $268.9 million and $276.2 million, respectively, of
non-current unrecognized tax benefit liabilities, including interest and penalties, recognized on our balance sheets.
These liabilities are recorded as non-current as payment of cash is not anticipated within one year of the balance
sheet date.
As of February 28, 2021, and February 29, 2020, we had $236.1 million and $249.4 million, respectively, of
unrecognized tax benefit liabilities that, if recognized, would decrease the effective tax rate in the year of
resolution.
We file U.S. federal income tax returns and various state, local, and foreign income tax returns. Major tax
jurisdictions where we are subject to examination by tax authorities include Canada, Mexico, Switzerland, and the
U.S. Various U.S. federal, state and foreign income tax examinations are currently in progress. It is reasonably
possible that the liability associated with our unrecognized tax benefit liabilities will increase or decrease within
the next twelve months as a result of these examinations or the expiration of statutes of limitation. As of
February 28, 2021, we estimate that unrecognized tax benefit liabilities could change by a range of $1 million to
$8 million. With few exceptions, we are no longer subject to U.S. federal, state, local, or foreign income tax
examinations for fiscal years prior to February 28, 2014.
We provide for additional tax expense based on probable outcomes of ongoing tax examinations and
assessments in various jurisdictions. While it is often difficult to predict the outcome or the timing of resolution of
any tax matter, we believe the reserves reflect the probable outcome of known tax contingencies. Unfavorable
settlement of any particular issue would require the use of cash.
14.
DEFERRED INCOME TAXES AND OTHER LIABILITIES
The major components of deferred income taxes and other liabilities are as follows:
(in millions)
Deferred income taxes
Operating lease liability
Unrecognized tax benefit liabilities
Long-term income tax payable
Other
February 28,
2021
February 29,
2020
$
569.7 $
471.1
268.9
86.1
97.7
384.0
483.6
276.2
96.2
86.3
$
1,493.5 $
1,326.3
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
15.
LEASES
General
We primarily lease certain vineyards, office and production facilities, warehouses, production equipment,
and vehicles. We have concluded that certain grape purchasing arrangements associated with the purchase of
grape production yielded from a specified block of a vineyard and certain third-party logistics arrangements
contain a lease.
Balance sheet location
A summary of lease right-of-use assets and liabilities are as follows:
Balance Sheet Classification
February 28,
2021
February 29,
2020
(in millions)
Assets
Operating lease
Finance lease
Total right-of-use assets
Liabilities
Current:
Operating lease
Finance lease
Non-current:
Operating lease
Finance lease
Other assets
Property, plant, and equipment
Other accrued expenses and liabilities
Current maturities of long-term debt
Deferred income taxes and other liabilities
Long-term debt, less current maturities
$
$
$
477.9 $
17.0
494.9 $
68.8 $
4.6
471.1
10.9
Total lease liabilities
$
555.4 $
Lease cost
The components of total lease cost are as follows:
481.4
26.6
508.0
76.6
11.7
483.6
13.6
585.5
(in millions)
Operating lease cost
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Short-term lease cost
Variable lease cost (1)
Total lease cost
For the Years Ended
February 28,
2021
February 29,
2020
$
93.4 $
98.9
11.0
0.5
9.2
216.5
$
330.6 $
12.2
0.7
8.6
403.3
523.7
(1)
The decrease for the year ended February 28, 2021, was primarily due to (i) transfers of grape purchasing
agreements largely in connection with our Wine and Spirits Divestitures and (ii) reduced grape supply availability
due to the 2020 U.S. wildfires (see Note 16).
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Lease maturities (1)
As of February 28, 2021, minimum payments due for lease liabilities for each of the five succeeding fiscal
years and thereafter are as follows:
(in millions)
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: Interest
Total lease liabilities
(1)
For leases with terms in excess of 12 months at inception.
Supplemental information
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases
Finance leases
Weighted-average remaining lease term: (1)
Operating leases
Finance leases
Weighted-average discount rate:
Operating leases
Finance leases
Operating
Leases
Finance
Leases
$
84.6 $
73.3
66.7
54.6
44.1
336.0
659.3
(119.4)
$
539.9 $
4.8
4.7
4.2
2.1
—
—
15.8
(0.3)
15.5
For the Years Ended
February 28,
2021
February 29,
2020
$
$
$
$
$
93.9
0.5
10.5
66.3
11.6
$
$
$
$
$
100.7
0.7
13.8
34.3
10.7
February 28,
2021
February 29,
2020
12.8 years
11.7 years
2.9 years
3.2 years
3.2 %
1.2 %
3.5 %
2.6 %
(1) Our leases have varying terms with remaining lease terms of up to approximately 30 years. Certain of our lease
arrangements provide us with the option to extend or to terminate the lease early.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
16.
COMMITMENTS AND CONTINGENCIES
Purchase commitments and contingencies
We have entered into various long-term contracts in the normal course of business for the purchase of
(i) certain inventory components, (ii) transportation, marketing, and warehousing services, (iii) IT contracts,
(iv) certain energy requirements, and (v) property, plant, and equipment and related contractor and
manufacturing services. As of February 28, 2021, the estimated aggregate minimum purchase commitments under
these contracts are as follows:
Type
Length of Commitment
Amount
Packaging, grapes, malts, corn, and hops
through December 2037 $
4,063.8
(in millions)
Raw materials and supplies (1)
Contract services
Capital expenditures (2)
Transportation, marketing, and warehousing
services, and IT and energy contracts
Property, plant, and equipment and contractor
and manufacturing services
In-process inventories
Bulk wine and spirits
Other
Finished wine case goods
through December 2030
816.5
through January 2024
through April 2025
through May 2029
243.7
75.3
26.4
$
5,225.7
(1) Certain grape purchasing arrangements include the purchase of grape production yielded from specified blocks
of a vineyard. The actual tonnage and price of grapes that we purchase will vary each year depending on certain
factors, including weather, time of harvest, overall market conditions, and the agricultural practices and location
of the vineyard. Amounts included herein for the estimated aggregate minimum grape purchase commitments
consist of estimates for the purchase of the grapes and the implicit leases of the land. Certain grape purchasing
arrangements classified as leases have not resulted in the recognition of right-of-use assets and lease liabilities
on our balance sheet due to their variable nature.
(2) Consists of purchase commitments entered into primarily in connection with the expansion project for the
Obregon Brewery.
Additionally, we have entered into various contractual arrangements with affiliates of Owens-Illinois
primarily for the purchase of glass bottles used largely in our imported and craft beer portfolios. Amounts
purchased under these arrangements for the years ended February 28, 2021, February 29, 2020, and February 28,
2019, were $154.7 million, $166.6 million, and $238.8 million, respectively.
Indemnification liabilities
In connection with prior divestitures, we have indemnified respective parties against certain liabilities that
may arise subsequent to the divestiture. As of February 28, 2021, and February 29, 2020, these liabilities consist
primarily of indemnifications related to certain lease contracts and income tax matters. During the year ended
February 28, 2019, in connection with the sale of the Accolade Wine Investment, we were released from certain
guarantees and we recognized a gain of $3.7 million as part of the net gain on the sale of this business. This net
gain is included in income (loss) from unconsolidated investments within our consolidated results of operations. As
of February 28, 2021, and February 29, 2020, the carrying amount of our indemnification liabilities was
$17.0 million and $9.1 million, respectively, and is included in deferred income taxes and other liabilities. We do
not expect to be required to make material payments under the indemnifications and we believe that the
likelihood is remote that the indemnifications could have a material adverse effect on our business, liquidity,
financial condition, and/or results of operations.
Legal matters
In the ordinary course of our business, we are subject to lawsuits, arbitration, claims, and other legal
proceedings in connection with our business. Some of the legal actions include claims for substantial or
unspecified compensatory and/or punitive damages and/or injunctive relief. A substantial adverse judgment or
other unfavorable resolution of these matters could have a material adverse effect on our financial condition,
results of operations, or cash flows. Management believes that we have adequate legal defenses with respect to
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
the legal proceedings to which it is a defendant or respondent and that the outcome of these pending proceedings
is not likely to have a material adverse effect on our financial condition, results of operations, or cash flows.
However, we are unable to predict the outcome of these matters.
Regulatory matters
We are in discussions with various governmental agencies concerning matters raised during regulatory
examinations or otherwise subject to such agencies’ inquiry. These matters could result in censures, fines, or other
sanctions. Management believes the outcome of any pending regulatory matters will not have a material adverse
effect on our financial condition, results of operations, or cash flows. However, we are unable to predict the
outcome of these matters.
2020 U.S. wildfires
In August 2020, significant wildfires broke out in California, Oregon, and Washington states which affected
the U.S. grape harvest. None of our facilities were damaged. At this time, we continue to expect no material
impact to our ability to meet customer demand. Most of our annual grape requirements are satisfied by supply
contracts from independent growers which, in many cases, allow for us to reject grapes that do not meet required
quality specifications, including from smoke damage. We continue to assess when to use our rights under law and
our supply contracts to reject grapes that are damaged from wildfires. For the year ended February 28, 2021, we
recognized a $78.6 million loss in connection with the write-down of bulk wine inventory and certain grapes as a
result of smoke damage sustained during the 2020 U.S. wildfires. This loss was included in cost of product sold
within our consolidated results of operations. We have insurance coverage that partially covers losses for grapes in
our own vineyards. In the fourth quarter of fiscal 2021 we determined a loss recovery from our insurance carriers
was realizable and recognized $8.2 million in cost of product sold within our consolidated results of operations.
While we are continuing to pursue reimbursement, there can be no assurance there will be any additional
recoveries. We test the grapes acquired under our supply contracts for smoke damage and other issues prior to
accepting them. Additionally, for the year ended February 28, 2021, we recognized $28.6 million in unfavorable
fixed cost absorption from decreased production levels at certain facilities as period costs in cost of product sold
within our consolidated results of operations in the Wine and Spirits segment rather than capitalized in
inventories.
17.
STOCKHOLDERS’ EQUITY
Common stock
We have two classes of common stock with a material number of shares outstanding: Class A Common
Stock and Class B Convertible Common Stock. Class B Convertible Common Stock shares are convertible into
shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder. Holders of Class B
Convertible Common Stock are entitled to ten votes per share. Holders of Class A Common Stock are entitled to
one vote per share and a cash dividend premium. If we pay a cash dividend on Class B Convertible Common Stock,
each share of Class A Common Stock will receive an amount at least ten percent greater than the amount of the
cash dividend per share paid on Class B Convertible Common Stock. In addition, the Board of Directors may
declare and pay a dividend on Class A Common Stock without paying any dividend on Class B Convertible Common
Stock. However, our senior credit facility limits the cash dividends that we can pay on our common stock to a fixed
amount per quarter but the fixed amount may be exceeded subject to various conditions set forth in the senior
credit facility.
In addition, we have a class of common stock with an immaterial number of shares outstanding: Class 1
Common Stock. Shares of Class 1 Common Stock generally have no voting rights. Class 1 Common Stock shares are
convertible into shares of Class A Common Stock on a one-to-one basis at any time at the option of the holder,
provided that the holder immediately sells the Class A Common Stock acquired upon conversion. Because shares
of Class 1 Common Stock are convertible into shares of Class A Common Stock, for each share of Class 1 Common
Stock issued, we must reserve one share of Class A Common Stock for issuance upon the conversion of the share
of Class 1 Common Stock. Holders of Class 1 Common Stock do not have any preference as to dividends, but may
participate in any dividend if and when declared by the Board of Directors. If we pay a cash dividend on Class 1
Common Stock, each share of Class A Common Stock will receive an amount at least ten percent greater than the
amount of cash dividend per share paid on Class 1 Common Stock. In addition, the Board of Directors may declare
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
and pay a dividend on Class A Common Stock without paying a dividend on Class 1 Common Stock. The cash
dividends declared and paid on Class B Convertible Common Stock and Class 1 Common Stock must always be the
same.
The number of shares of common stock issued and treasury stock, and associated share activity, are as
follows:
Balance at February 28, 2018
Retirement of treasury shares (1)
Share repurchases
Conversion of shares
Exercise of stock options
Employee stock purchases
Grant of restricted stock awards
Vesting of restricted stock units (2)
Vesting of performance share units (2)
Balance at February 28, 2019
Common Stock
Treasury Stock
Class A
Class B
Class 1
Class A
Class B
258,718,356
28,335,387
1,970
90,743,239
5,005,800
(74,000,000)
—
—
—
12,968
(12,968)
1,008,854
—
—
—
—
—
—
—
—
—
—
—
—
1,147,654
—
—
—
—
(74,000,000)
2,352,145
—
—
(76,844)
(3,914)
(24,308)
(62,352)
—
—
—
—
—
—
—
—
185,740,178
28,322,419
1,149,624
18,927,966
5,005,800
Share repurchases
—
—
—
265,593
Conversion of shares
Exercise of stock options (3)
Employee stock purchases
Vesting of restricted stock units (2)
Vesting of performance share units (2)
Cancellation of restricted shares
350,567
(22,213)
(328,354)
—
—
—
—
—
—
—
—
—
—
—
870,957
(747,527)
—
—
—
—
(69,324)
(91,311)
(29,015)
444
—
—
—
—
—
—
—
Balance at February 29, 2020
186,090,745
28,300,206
1,692,227
18,256,826
5,005,800
Conversion of shares
Exercise of stock options (3)
Employee stock purchases
Vesting of restricted stock units (2)
Vesting of performance share units (2)
Balance at February 28, 2021
1,113,535
(29,918)
(1,083,617)
—
—
—
—
—
—
—
—
—
4,326
(1,020,853)
—
—
—
(67,801)
(80,287)
(17,335)
—
—
—
—
—
187,204,280
28,270,288
612,936
17,070,550
5,005,800
(1)
Shares of our Class A Treasury Stock were retired to authorized and unissued shares of our Class A Common
Stock.
(2) Net of the following shares withheld to satisfy tax withholding requirements:
Restricted Stock Units
Performance Share Units
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
37,933
9,433
49,900
17,439
15,409
44,016
(3)
Includes use of Class A Treasury Stock associated with stock option exercises beginning March 1, 2019.
Stock repurchases
In January 2018, our Board of Directors authorized the repurchase of up to $3.0 billion of our Class A
Common Stock and Class B Convertible Common Stock. In January 2021, our Board of Directors authorized the
repurchase of up to $2.0 billion of our Class A Common Stock and Class B Convertible Common Stock. Shares may
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
be repurchased through open market or privately negotiated transactions. Shares repurchased under these
authorizations will become treasury shares.
A summary of share repurchase activity is as follows:
Class A Common Shares Repurchased
Repurchase
Authorization
For the Year Ended
February 28, 2021
For the Year Ended
February 29, 2020
For the Year Ended
February 28, 2019
Date
Amount
Authorized
Dollar
Value
Number of
Shares
Dollar
Value
Number of
Shares
Dollar
Value
Number of
Shares
(in millions, except share data)
2018 Authorization (1)
2021 Authorization (2)
Jan 2018
Jan 2021
$3,000.0
$
$2,000.0
$
—
—
—
— $
50.0
265,593 $ 504.3
2,352,145
—
—
—
—
—
— $
50.0
265,593 $ 504.3
2,352,145
(1) As of February 28, 2021, $1,954.1 million remains available for future share repurchase under the 2018
Authorization. The Board of Directors did not specify a date upon which the 2018 Authorization would expire.
(2) As of February 28, 2021, no shares have been repurchased under the 2021 Authorization. The Board of Directors
did not specify a date upon which the 2021 Authorization would expire.
Common stock dividends
In April 2021, our Board of Directors declared a quarterly cash dividend of $0.76 per share of Class A
Common Stock, $0.69 per share of Class B Convertible Common Stock, and $0.69 per share of Class 1 Common
Stock payable in the first quarter of fiscal 2022.
18.
STOCK-BASED EMPLOYEE COMPENSATION
We have two stock-based employee compensation plans (as further discussed below). Total compensation
cost recognized for our stock-based awards and income tax benefits related thereto are as follows:
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
(in millions)
Total compensation cost recognized in our results of operations
Income tax benefit related thereto recognized in our results of operations
$
$
63.0 $
9.2 $
60.4 $
9.5 $
64.1
11.6
Long-Term Stock Incentive Plan
Under our Long-Term Stock Incentive Plan, nonqualified stock options, restricted stock, restricted stock
units, performance share units, and other stock-based awards may be granted to our employees, officers, and
directors. The aggregate number of shares of our Class A Common Stock and Class 1 Common Stock available for
awards under our Long-Term Stock Incentive Plan is 108,000,000 shares.
The exercise price, vesting period, and term of nonqualified stock options granted are established by the
committee administering the plan (the “Committee”). The exercise price of any nonqualified stock option may not
be less than the fair market value of our Class A Common Stock on the date of grant. Nonqualified stock options
generally vest and become exercisable over a four-year period from the date of grant and expire as established by
the Committee, but not later than ten years after the grant date.
Grants of restricted stock, restricted stock units, performance share units, and other stock-based awards
may contain such vesting periods, terms, conditions, and other requirements as the Committee may establish.
Restricted stock and restricted stock unit awards are based on service and generally vest over one to four years
from the date of grant. Performance share unit awards are based on service and the satisfaction of certain
performance conditions, and vest over a required employee service period, generally from one to three years from
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
the date of grant, which closely matches the performance period. The performance conditions include the
achievement of specified financial or operational performance metrics, or market conditions which require the
achievement of specified levels of shareholder return relative to other companies as defined in the applicable
performance share unit agreement. The actual number of shares to be awarded upon vesting of a performance
share unit award will range between 0% and 200% of the target award, based upon the measure of performance
as certified by the Committee.
A summary of stock option activity under our Long-Term Stock Incentive Plan is as follows:
February 28, 2021
February 29, 2020
February 28, 2019
For the Years Ended
Number
of
Options
Outstanding as of March 1
4,525,418 $
973,286 $
Weighted
Average
Exercise
Price
108.87
154.62
Number
of
Options
Weighted
Average
Exercise
Price
Number
of
Options
Weighted
Average
Exercise
Price
5,691,219 $
81.87
7,444,701 $
56.33
639,957 $
206.76
540,640 $
227.91
(1,025,179) $
47.42
(1,618,484) $
41.77
(2,156,508) $
(56,897) $
(16,821) $
185.59
221.16
(175,917) $
(11,357) $
201.44
224.07
(133,250) $
(4,364) $
Outstanding as of last day of
February
Exercisable
4,399,807 $
2,754,888 $
131.89
104.94
4,525,418 $
108.87
5,691,219 $
3,330,164 $
75.61
4,456,486 $
23.55
187.84
175.86
81.87
53.18
Granted
Exercised
Forfeited
Expired
As of February 28, 2021, the aggregate intrinsic value of our options outstanding and exercisable was
$367.5 million and $303.6 million, respectively. In addition, the weighted average remaining contractual life for
our options outstanding and exercisable was 5.6 years and 3.8 years, respectively.
The fair value of stock options vested, and the intrinsic value of and tax benefit realized from the exercise
of stock options, are as follows:
(in millions)
Fair value of stock options vested
Intrinsic value of stock options exercised
Tax benefit realized from stock options exercised
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
$
$
21.1 $
142.1 $
33.9 $
21.1 $
255.0 $
60.4 $
22.8
348.5
82.6
The weighted average grant-date fair value of stock options granted and the weighted average inputs used
to estimate the fair value on the date of grant using the Black-Scholes option-pricing model are as follows:
Grant-date fair value
Expected life (1)
Expected volatility (2)
Risk-free interest rate (3)
Expected dividend yield (4)
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
31.26
$
44.90
$
53.06
6.3 years
6.0 years
5.9 years
26.6 %
0.5 %
1.9 %
22.1 %
2.5 %
1.5 %
22.3 %
2.9 %
1.3 %
(1) Based on historical experience of employees’ exercise behavior for similar type awards.
(2) Based primarily on historical volatility levels of our Class A Common Stock.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(3) Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal
to the expected life.
(4) Based on the calculated yield on our Class A Common Stock at date of grant using the current fiscal year
projected annualized dividend distribution rate.
A summary of restricted Class A Common Stock activity under our Long-Term Stock Incentive Plan is as
follows:
For the Years Ended
February 28, 2021
February 29, 2020
February 28, 2019
Weighted
Average
Grant-Date
Fair Value
Number
Weighted
Average
Grant-Date
Fair Value
Number
Weighted
Average
Grant-Date
Fair Value
Number
— $
— $
— $
— $
— $
—
—
—
—
—
3,914 $
214.29
3,848 $
197.18
— $
—
3,914 $
214.29
(3,470) $
214.34
(3,848) $
197.18
(444) $
213.85
— $
—
— $
—
3,914 $
214.29
271,143 $
196.58
314,252 $
181.62
286,658 $
157.29
178,550 $
165.57
138,472 $
203.32
108,545 $
226.97
(118,220) $
185.75
(141,211) $
168.68
(39,717) $
129.57
(20,115) $
183.77
(40,370) $
200.87
(41,234) $
182.00
311,358 $
183.74
271,143 $
196.58
314,252 $
181.62
221,749 $
231.49
259,464 $
213.27
227,720 $
177.90
39,781 $
202.53
60,031 $
253.72
172,468 $
222.92
(1,517) $
250.30
(17,035) $
168.00
(281) $
155.72
(26,768) $
250.30
(46,454) $
156.80
(106,368) $
147.34
Restricted Stock Awards
Outstanding balance as of
March 1, Nonvested
Granted
Vested
Forfeited
Outstanding balance as of last day
of February, Nonvested
Restricted Stock Units
Outstanding balance as of
March 1, Nonvested
Granted
Vested
Forfeited
Outstanding balance as of last day
of February, Nonvested
Performance Share Units
Outstanding balance as of
March 1, Nonvested
Granted
Performance achievement (1)
Vested
Forfeited
(6,782) $
238.06
(34,257) $
239.48
(34,075) $
215.63
Outstanding balance as of last day
of February, Nonvested
226,463 $
223.85
221,749 $
231.49
259,464 $
213.27
(1) Reflects the net number of awards achieved above (below) target levels based on actual performance measured
at the end of the performance period.
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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The fair value of shares vested for our restricted Class A Common Stock awards is as follows:
(in millions)
Restricted stock awards
Restricted stock units
Performance share units
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
$
$
— $
19.2 $
4.3 $
0.7 $
29.9 $
9.9 $
0.8
9.0
24.4
The weighted average grant-date fair value of performance share units granted with a market condition
and the weighted average inputs used to estimate the fair value on the date of grant using the Monte Carlo
Simulation model are as follows:
Grant-date fair value
Grant-date price
Performance period
Expected volatility (1)
Risk-free interest rate (2)
Expected dividend yield (3)
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
$
202.53
153.02
$
$
319.56
205.46
$
$
322.42
228.26
2.9 years
2.8 years
2.9 years
31.7 %
0.2 %
0.0 %
23.1 %
2.3 %
0.0 %
20.7 %
2.6 %
0.0 %
(1) Based primarily on historical volatility levels of our Class A Common Stock.
(2) Based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal
to the performance period.
(3) No expected dividend yield as units granted earn dividend equivalents.
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan under which 9,000,000 shares of Class A Common Stock may
be issued. Under the terms of the plan, eligible employees may purchase shares of our Class A Common Stock
through payroll deductions. The purchase price is the lower of 85% of the fair market value of the stock on the first
or last day of the purchase period. For the years ended February 28, 2021, February 29, 2020, and February 28,
2019, employees purchased 67,801 shares, 69,324 shares, and 76,844 shares, respectively, under this plan.
Other
As of February 28, 2021, there was $66.8 million of total unrecognized compensation cost related to
nonvested stock-based compensation arrangements granted under our stock-based employee compensation
plans. This cost is expected to be recognized in our results of operations over a weighted-average period of 2.1
years. With respect to the issuance of shares under any of our stock-based compensation plans, we have the
option to issue authorized but unissued shares or treasury shares.
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Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
19.
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO CBI
The computation of basic and diluted net income (loss) per common share is as follows:
For the Years Ended
February 28, 2021
February 29, 2020
February 28, 2019
Common Stock
Common Stock
Common Stock
Class A
Class B
Class A
Class B
Class A
Class B
(in millions, except per share data)
Net income (loss) attributable to CBI
allocated – basic
Conversion of Class B common shares
into Class A common shares
Effect of stock-based awards on allocated
net income (loss)
Net income (loss) attributable to CBI
allocated – diluted
Weighted average common shares
outstanding – basic
Conversion of Class B common shares
into Class A common shares (1)
Stock-based awards, primarily stock
options (1)
Weighted average common shares
outstanding – diluted
$ 1,777.2 $
220.8 $
(10.2) $
(1.6) $ 3,049.5 $
386.4
220.8
—
—
(1.5)
—
—
—
—
386.4
—
—
(8.3)
$ 1,998.0 $
219.3 $
(10.2) $
(1.6) $ 3,435.9 $
378.1
170.239
23.280
168.329
23.313
167.249
23.321
23.280
1.789
—
—
—
—
—
—
23.321
4.962
—
—
195.308
23.280
168.329
23.313
195.532
23.321
Net income (loss) per common share
attributable to CBI – basic
Net income (loss) per common share
attributable to CBI – diluted
$
$
10.44 $
9.48 $
(0.07) $
(0.07) $
18.24 $
16.57
10.23 $
9.42 $
(0.07) $
(0.07) $
17.57 $
16.21
(1) We have excluded the following weighted average common shares outstanding from the calculation of
diluted net income (loss) per common share, as the effect of including these would have been anti-dilutive:
(in millions)
Class B Convertible Common Stock
Stock-based awards, primarily stock options
For the Year Ended
February 29, 2020
23.313
3.239
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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
20.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss) attributable to CBI includes the following components:
Before Tax
Amount
Tax (Expense)
Benefit
Net of Tax
Amount
(in millions)
For the Year Ended February 28, 2019
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedges:
Net derivative gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Unrealized gain (loss) on AFS debt securities:
Net AFS debt securities gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Pension/postretirement adjustments:
Net actuarial gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Share of OCI of equity method investments:
Net gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Other comprehensive income (loss) attributable to CBI
For the Year Ended February 29, 2020
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedges:
Net derivative gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Pension/postretirement adjustments:
Net actuarial gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Share of OCI of equity method investments:
Net gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Other comprehensive income (loss) attributable to CBI
$
$
(194.2) $
—
(194.2)
— $
—
—
(194.2)
—
(194.2)
$
$
8.3
(3.6)
4.7
(0.4)
1.9
1.5
0.4
0.3
0.7
5.0
0.9
5.9
0.1
0.9
1.0
(0.1)
(0.1)
(0.2)
13.3
(2.7)
10.6
(0.3)
2.8
2.5
0.3
0.2
0.5
38.7
—
38.7
(148.6) $
(9.1)
—
(9.1)
(2.4) $
29.6
—
29.6
(151.0)
83.4 $
(22.6)
60.8
— $
—
—
48.0
(15.3)
32.7
(3.1)
1.8
(1.3)
(13.3)
—
(13.3)
78.9 $
6.4
(1.7)
4.7
0.9
(0.1)
0.8
3.2
—
3.2
8.7 $
83.4
(22.6)
60.8
54.4
(17.0)
37.4
(2.2)
1.7
(0.5)
(10.1)
—
(10.1)
87.6
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PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Before Tax
Amount
Tax (Expense)
Benefit
Net of Tax
Amount
(in millions)
For the Year Ended February 28, 2021
Other comprehensive income (loss) attributable to CBI:
Foreign currency translation adjustments:
Net gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Unrealized gain (loss) on cash flow hedges:
Net derivative gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Pension/postretirement adjustments:
Net actuarial gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Share of OCI of equity method investments:
Net gain (loss)
Reclassification adjustments
Net gain (loss) recognized in other comprehensive income (loss)
Other comprehensive income (loss) attributable to CBI
$
$
(51.9) $
5.1
(46.8)
— $
—
—
(48.1)
28.8
(19.3)
(2.3)
—
(2.3)
(1.6)
—
(1.6)
(70.0) $
3.2
(2.9)
0.3
0.7
—
0.7
(0.2)
—
(0.2)
0.8 $
(51.9)
5.1
(46.8)
(44.9)
25.9
(19.0)
(1.6)
—
(1.6)
(1.8)
—
(1.8)
(69.2)
Accumulated other comprehensive income (loss), net of income tax effect, includes the following
components:
Foreign
Currency
Translation
Adjustments
Net
Unrealized
Gain (Loss)
on Derivative
Instruments
Pension/
Postretirement
Adjustments
Share of OCI of
Equity Method
Investments
Accumulated
Other
Comprehensive
Income
(Loss)
$
(345.7) $
62.5 $
(2.6) $
19.5 $
(266.3)
(51.9)
(44.9)
(1.6)
(1.8)
(100.2)
5.1
(46.8)
(392.5) $
25.9
(19.0)
43.5 $
$
—
(1.6)
(4.2) $
—
(1.8)
17.7 $
31.0
(69.2)
(335.5)
(in millions)
Balance, February 29, 2020
Other comprehensive income (loss):
Other comprehensive income
(loss) before reclassification
adjustments
Amounts reclassified from
accumulated other
comprehensive income (loss)
Other comprehensive income (loss)
Balance, February 28, 2021
21.
SIGNIFICANT CUSTOMERS AND CONCENTRATION OF CREDIT RISK
Net sales to our five largest customers represented 31.8%, 32.5%, and 32.7% of our net sales for the years
ended February 28, 2021, February 29, 2020, and February 28, 2019, respectively. Net sales to our five largest
customers are expected to continue to represent a significant portion of our revenues. Net sales to an individual
customer which amount to 10% or more of our net sales, and the associated amounts receivable from this
customer as a percentage of our accounts receivable, are as follows:
Southern Glazer’s Wine and Spirits
Net sales
Accounts receivable
February 28,
2021
For the Years Ended
February 29,
2020
February 28,
2019
10.5 %
28.7 %
10.5 %
27.2 %
12.9 %
30.8 %
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Net sales for the above customer are primarily reported within the Wine and Spirits segment. Our
arrangements with certain of our customers may, generally, be terminated by either party with prior notice. The
majority of our accounts receivable balance is generated from sales to independent distributors with whom we
have a predetermined collection date arranged through electronic funds transfer. We perform ongoing credit
evaluations of our customers’ financial position, and management is of the opinion that any risk of significant loss
is reduced due to the diversity of our customers and geographic sales area.
Subsequent event
Effective April 1, 2021, approximately 70% of our branded wine and spirits portfolio volume in the U.S. is
expected to be distributed through an expanded relationship with a single distributor, Southern Glazer’s Wine &
Spirits.
22.
BUSINESS SEGMENT INFORMATION
Our internal management financial reporting to consists of three business divisions: (i) Beer, (ii) Wine and
Spirits, and (iii) Canopy and we report our operating results in four segments: (i) Beer, (ii) Wine and Spirits,
(iii) Corporate Operations and Other, and (iv) Canopy. The Canopy Equity Method Investment makes up the
Canopy segment.
In the Beer segment, our portfolio consists of high-end imported beer, craft beer, and ABA brands. We
have an exclusive perpetual brand license to import, market, and sell our Mexican beer portfolio in the U.S. In the
Wine and Spirits segment, we sell a portfolio that includes higher-margin, higher-growth wine brands
complemented by certain higher-end spirits brands. Amounts included in the Corporate Operations and Other
segment consist of costs of executive management, corporate development, corporate finance, corporate growth
and strategy, human resources, internal audit, investor relations, legal, public relations, and information
technology, as well as our investments made through our corporate venture capital function. All costs included in
the Corporate Operations and Other segment are general costs that are applicable to the consolidated group and
are, therefore, not allocated to the other reportable segments. All costs reported within the Corporate Operations
and Other segment are not included in our CODM’s evaluation of the operating income (loss) performance of the
other reportable segments. The business segments reflect how our operations are managed, how resources are
allocated, how operating performance is evaluated by senior management, and the structure of our internal
financial reporting. Long-lived tangible assets and total asset information by segment is not provided to, or
reviewed by, our CODM as it is not used to make strategic decisions, allocate resources, or assess performance.
In addition, management excludes Comparable Adjustments from its evaluation of the results of each
operating segment as these Comparable Adjustments are not reflective of core operations of the segments.
Segment operating performance and segment management compensation are evaluated based upon core
segment operating income (loss). As such, the performance measures for incentive compensation purposes for
segment management do not include the impact of these Comparable Adjustments.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 110
Table of Contents PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
We evaluate segment operating performance based on operating income (loss) of the respective business
units. Comparable Adjustments that impacted comparability in our segment operating income (loss) for each
period are as follows:
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
(in millions)
Cost of product sold
Recovery of (loss on) inventory write-down
$
(70.4) $
8.6 $
Strategic business development costs
COVID-19 incremental costs
Flow through of inventory step-up
Accelerated depreciation
Settlements of undesignated commodity derivative contracts
Net gain (loss) on undesignated commodity derivative contracts
Total cost of product sold
Selling, general, and administrative expenses
Restructuring and other strategic business development costs
Net gain (loss) on foreign currency derivative contracts
Transaction, integration, and other acquisition-related costs
Impairment of intangible assets
COVID-19 incremental costs
Deferred compensation
Other gains (losses) (1)
Total selling, general, and administrative expenses
Impairment of assets held for sale
Gain (loss) on sale of business
(29.8)
(7.6)
(0.4)
(0.1)
31.6
25.1
(51.6)
(23.9)
(8.0)
(7.6)
(6.0)
(4.8)
—
14.7
(35.6)
(24.0)
14.2
(124.5)
—
(1.5)
(7.6)
11.7
(49.0)
(162.3)
(25.3)
(1.8)
(9.2)
(11.0)
—
—
7.3
(3.3)
(6.0)
—
(4.9)
(8.9)
(8.6)
1.8
(29.9)
(17.1)
(32.6)
(10.2)
(108.0)
—
(16.3)
10.1
(40.0)
(174.1)
(449.7)
74.1
—
—
Comparable Adjustments, Operating income (loss)
$
(97.0) $
(577.9) $
(204.0)
(1) Primarily includes the following:
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
Decrease (increase) in estimated fair value of a contingent liability
associated with prior period acquisitions
Sale of certain non-core assets
Increase in our ownership interest in Nelson’s Green Brier
Recognition of previously deferred gain upon release of a related
guarantee
$
$
$
$
9.7 $
8.8 $
— $
(11.4) $
(0.3) $
11.8 $
— $
6.2 $
—
8.5
—
—
The accounting policies of the segments are the same as those described for the Company in the Summary
of Significant Accounting Policies in Note 1. Amounts included below for the Canopy segment represent 100% of
Canopy’s reported results on a two-month lag, prepared in accordance with U.S. GAAP, and converted from
Canadian dollars to U.S. dollars. Although we own less than 100% of the outstanding shares of Canopy, 100% of
the Canopy results are included in the information below and subsequently eliminated in order to reconcile to our
consolidated financial statements. Segment information is as follows:
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 111
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(in millions)
Beer
Net sales
Segment operating income (loss)
Capital expenditures
Depreciation and amortization
Wine and Spirits
Net sales:
Wine
Spirits
Net sales
Segment operating income (loss)
Income (loss) from unconsolidated investments
Equity method investments (1)
Capital expenditures
Depreciation and amortization
Corporate Operations and Other
Segment operating income (loss)
Income (loss) from unconsolidated investments
Equity method investments
Capital expenditures
Depreciation and amortization
Canopy
Net sales
Segment operating income (loss)
Capital expenditures
Depreciation and amortization
Consolidation and Eliminations
Net sales
Operating income (loss)
Income (loss) from unconsolidated investments
Equity method investments
Capital expenditures
Depreciation and amortization
Comparable Adjustments
Operating income (loss)
Income (loss) from unconsolidated investments
Depreciation and amortization
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
6,074.6 $
5,615.9 $
2,494.3 $
2,247.9 $
693.9 $
194.7 $
571.7 $
204.3 $
5,202.1
2,042.9
720.0
203.5
2,208.4 $
2,367.5 $
2,532.5
331.9
360.1
381.4
2,540.3 $
2,727.6 $
2,913.9
622.4 $
31.7 $
125.7 $
107.5 $
89.9 $
708.4 $
36.4 $
87.7 $
92.7 $
98.7 $
771.2
33.4
79.7
129.5
98.4
(228.6) $
(223.9) $
(197.9)
(0.4) $
83.9 $
63.2 $
14.4 $
(3.2) $
94.5 $
62.1 $
21.6 $
378.6 $
290.2 $
(1,496.0) $
(685.8) $
172.6 $
103.3 $
572.8 $
81.4 $
(378.6) $
(290.2) $
1,496.0 $
685.8 $
(146.2) $
(221.7) $
(0.2)
53.8
36.8
28.3
48.6
(82.7)
449.8
21.9
(48.6)
82.7
(16.5)
2,578.8 $
2,911.7 $
3,332.1
(172.6) $
(103.3) $
(572.8) $
(81.4) $
(449.8)
(21.9)
(97.0) $
(577.9) $
(204.0)
265.2 $
(2,480.1) $
2,084.9
0.1 $
7.6 $
8.9
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 112
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(in millions)
Consolidated
Net sales
Operating income (loss)
Income (loss) from unconsolidated investments (2)
Equity method investments (1)
Capital expenditures
Depreciation and amortization
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
$
$
$
$
$
8,614.9 $
8,343.5 $
2,791.1 $
2,154.5 $
150.3 $
(2,668.6) $
2,788.4 $
3,093.9 $
864.6 $
299.1 $
726.5 $
332.2 $
8,116.0
2,412.2
2,101.6
3,465.6
886.3
339.1
(1)
(2)
Equity method investments balance at February 29, 2020, excludes amounts reclassified to assets held for sale.
Income (loss) from unconsolidated investments consists of:
(in millions)
Unrealized net gain (loss) on securities measured at fair value
Equity in earnings (losses) from Canopy and related activities (i)
Equity in earnings (losses) from other equity method investees
Net gain (loss) on sale of unconsolidated investment
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
802.0 $
(2,126.4) $
1,971.2
(679.0)
(575.9)
27.3
—
33.3
0.4
(2.6)
33.2
99.8
$
150.3 $
(2,668.6) $
2,101.6
(i)
The year ended February 29, 2020, includes the June 2019 Modification Loss.
Our principal area of operation is in the U.S. Current operations outside the U.S. are in Mexico for the Beer
segment and primarily in New Zealand and Italy for the Wine and Spirits segment. Revenues are attributed to
countries based on the location of the customer.
Geographic data is as follows:
(in millions)
Net sales
U.S.
Non-U.S. (primarily Canada)
(in millions)
Long-lived tangible assets (1)
U.S.
Non-U.S. (primarily Mexico)
For the Years Ended
February 28,
2021
February 29,
2020
February 28,
2019
$
$
8,396.5 $
8,116.2 $
7,894.8
218.4
227.3
221.2
8,614.9 $
8,343.5 $
8,116.0
February 28,
2021
February 29,
2020
$
$
1,005.3 $
4,816.3
5,821.6 $
897.7
4,435.3
5,333.0
(1)
Long-lived tangible assets balance at February 29, 2020, excludes amounts reclassified to assets held for sale.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 113
Table of Contents
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
23.
SUBSEQUENT EVENT
Mexicali Brewery
In April 2021, our Board of Directors authorized management to sell or abandon the Mexicali Brewery.
Subsequently, management determined that we will be unable to use or repurpose certain assets at the Mexicali
Brewery. Accordingly, in the first quarter of fiscal 2022, we expect to recognize a long-lived asset impairment of
approximately $650 million to $680 million which will be included within our consolidated results of operations.
The fair value will be determined based on the expected salvage value of the abandoned assets as of April 2021.
We are continuing to work with government officials in Mexico to (i) determine next steps for our suspended
Mexicali Brewery construction project and (ii) pursue various forms of recovery for capitalized costs and additional
expenses incurred in establishing the brewery, however, there can be no assurance of any recoveries. In the
medium-term, under normal operating conditions, we have ample capacity at the Nava and Obregon breweries to
meet consumer needs based on current growth forecasts and current and planned production capabilities. To
align with our anticipated future growth expectations we are also working with the Mexican government to
explore options to add further capacity at another location in Southeastern Mexico where there is ample water
and a skilled workforce to meet our long-term needs.
24.
SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
A summary of selected quarterly financial information is as follows:
(in millions, except per share data)
Net sales
Gross profit
Net income (loss) attributable to CBI (1)
Net income (loss) per common share attributable to CBI (1):
Basic – Class A Common Stock
Basic – Class B Convertible Common Stock
Diluted – Class A Common Stock
Diluted – Class B Convertible Common Stock
(1)
Includes the following:
(in millions, net of income tax effect)
Unrealized net gain (loss) on securities measured at fair value
Net gain (loss) on undesignated commodity derivative contracts
Gain (loss) on sale of business
Equity in earnings (losses) from Canopy
(Loss on) recovery of write-down of certain inventory as a result of smoke damage
sustained during wildfires
Net income tax (provision) benefit recognized for adjustments to valuation allowances
Impairment of asset held for sale
For the Three Months Ended
February 28,
2021
February 29,
2020
$
$
$
$
$
$
$
1,953.0 $
1,902.9
993.7 $
382.9 $
949.8
398.4
2.00 $
1.81 $
1.95 $
1.80 $
2.10
1.91
2.04
1.89
For the Three Months Ended
February 28,
2021
February 29,
2020
$
$
$
$
$
$
$
206.3 $
19.2 $
15.6 $
(189.5) $
(34.4) $
(4.8) $
— $
56.9
(19.2)
5.2
(15.6)
—
(25.0)
(33.2)
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 114
Table of Contents PART II
OTHER KEY INFORMATION
Item 9A. Controls and Procedures
Disclosure controls and procedures
Our Chief Executive Officer and our Chief Financial Officer have concluded, based on their evaluation as of
the end of the period covered by this report, that the Company’s “disclosure controls and procedures” (as defined
in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) are effective to ensure that information
required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (i) is
recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief
Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Internal control over financial reporting
See page 59 of this Form 10-K for Management’s Annual Report on Internal Control over Financial
Reporting, which is incorporated herein by reference.
See page 60 of this Form 10-K for the attestation report of KPMG LLP, our independent registered public
accounting firm, which is incorporated herein by reference.
Although most of our corporate and non-production workforce are working remotely due to COVID-19, we
have not experienced a material impact to our internal control over financial reporting. We continue to monitor
the pandemic and its effects on the design and operating effectiveness of our internal controls.
We are in the process of implementing a new global ERP system across our business units using a phased
approach. On March 1, 2021, business units in the U.S., New Zealand, and Italy implemented the new ERP. This will
result in changes in our internal controls for the fiscal quarter ended May 31, 2021. We do not expect these
changes to have a material impact on our internal controls over financial reporting.
In connection with management’s quarterly evaluation of “internal control over financial reporting” (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)), no other changes were identified in
our internal control over financial reporting during our fiscal quarter ended February 28, 2021 (our fourth fiscal
quarter) that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 115
Table of Contents PART III
OTHER KEY INFORMATION
Item 10. Directors, Executive Officers, and Corporate Governance
The information required by this Item (except for the information regarding executive officers required by
Item 401 of Regulation S-K which is included in Part I hereof in accordance with General Instruction G(3)) is
incorporated herein by reference to the Proxy Statement to be issued in connection with the Annual Meeting of
Stockholders of our Company which is expected to be held on July 20, 2021, under those sections of the Proxy
Statement to be titled “Director Nominees” and “The Board of Directors and Committees of the Board.” That
Proxy Statement will be filed within 120 days after the end of our fiscal year.
We have adopted the Chief Executive Officer and Senior Financial Executive Code of Ethics which is a code
of ethics that applies to our chief executive officer and our senior financial officers. The Chief Executive Officer and
Senior Financial Executive Code of Ethics is located on our Internet website at https://www.cbrands.com/
investors. Amendments to, and waivers granted under, our Chief Executive Officer and Senior Financial Executive
Code of Ethics, if any, will be posted to our website as well. We will provide to anyone, without charge, upon
request, a copy of such Code of Ethics. Such requests should be directed in writing to Investor Relations
Department, Constellation Brands, Inc., 207 High Point Drive, Building 100, Victor, New York 14564 or by
telephoning our Investor Center at 1-888-922-2150.
Item 11. Executive Compensation
The information required by this Item is incorporated herein by reference to the Proxy Statement to be
issued in connection with the Annual Meeting of Stockholders of our Company which is expected to be held on
July 20, 2021, under those sections of the Proxy Statement to be titled “Executive Compensation,” “Compensation
Committee Interlocks and Insider Participation,” and “Director Compensation.” That Proxy Statement will be filed
within 120 days after the end of our fiscal year. Notwithstanding the foregoing, the Compensation Committee
Report included within the section of the Proxy Statement to be titled “Executive Compensation” is only being
“furnished” hereunder and shall not be deemed “filed” with the Securities and Exchange Commission or subject to
the liabilities of Section 18 of the Securities Exchange Act of 1934.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information required by this Item is incorporated herein by reference to the Proxy Statement to be
issued in connection with the Annual Meeting of Stockholders of our Company which is expected to be held on
July 20, 2021, under that section of the Proxy Statement to be titled “Beneficial Ownership.” That Proxy Statement
will be filed within 120 days after the end of our fiscal year.
Securities authorized for issuance under equity compensation plans
The following table sets forth information with respect to our compensation plans under which our equity
securities may be issued, as of February 28, 2021. The equity compensation plans approved by security holders
include our Long-Term Stock Incentive Plan and our 1989 Employee Stock Purchase Plan.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 116
Table of Contents PART III
OTHER KEY INFORMATION
Equity Compensation Plan Information
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights
Weighted average
exercise price of
outstanding
options, warrants,
and rights
Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in first column)
5,100,654 (1)
—
5,100,654
$
$
$
131.89 (2)
11,586,519 (3)
—
131.89
—
11,586,519
Plan Category
Equity compensation plans approved
by security holders
Equity compensation plans not
approved by security holders
Total
(1)
(2)
(3)
Includes 389,489 shares of unvested performance share units and 311,358 shares of unvested restricted stock
units under our Long-Term Stock Incentive Plan. The unvested performance share units represent the maximum
number of shares to be awarded, which ranges from 100% to 200% of the target shares granted. We currently
estimate that 184,542 of the target shares granted will be awarded between 100% and 150% of target; 21,585
of the target shares granted will be awarded between 25% and 50%, and 20,336 of the target shares granted
will not be awarded based upon our expectations as of February 28, 2021, regarding the achievement of
specified performance targets.
Excludes unvested performance share units and unvested restricted stock units under our Long-Term Stock
Incentive Plan that can be exercised for no consideration.
Includes 1,285,888 shares of Class A Common Stock under our Employee Stock Purchase Plan remaining
available for purchase, of which approximately 31,200 shares are subject to purchase during the current
offering period.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated herein by reference to the Proxy Statement to be
issued in connection with the Annual Meeting of Stockholders of our Company which is expected to be held on
July 20, 2021, under those sections of the Proxy Statement to be titled “Director Nominees,” “The Board of
Directors and Committees of the Board,” and “Certain Relationships and Related Transactions.” That Proxy
Statement will be filed within 120 days after the end of our fiscal year.
Item 14. Principal Accounting Fees and Services
The information required by this Item is incorporated herein by reference to the Proxy Statement to be
issued in connection with the Annual Meeting of Stockholders of our Company which is expected to be held on
July 20, 2021, under that section of the Proxy Statement to be titled “Proposal 2 – Ratification of the Selection of
KPMG LLP as Independent Registered Public Accounting Firm.” That Proxy Statement will be filed within 120 days
after the end of our fiscal year.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 117
Table of Contents
PART IV
OTHER KEY INFORMATION
Item 15. Exhibits, Financial Statement Schedules
1. Financial Statements
The following consolidated financial statements of the Company are submitted herewith:
Management’s Annual Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm – KPMG LLP
Report of Independent Registered Public Accounting Firm – KPMG LLP
Consolidated Balance Sheets – February 28, 2021, and February 29, 2020
Consolidated Statements of Comprehensive Income (Loss) for the years ended
February 28, 2021, February 29, 2020, and February 28, 2019
Consolidated Statements of Changes in Stockholders’ Equity for the years ended
February 28, 2021, February 29, 2020, and February 28, 2019
Consolidated Statements of Cash Flows for the years ended February 28, 2021,
February 29, 2020, and February 28, 2019
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Schedules are not submitted because they are not applicable or not required under Regulation S-X
or because the required information is included in the financial statements or notes thereto.
3. Exhibits required to be filed by Item 601 of Regulations S-K
The information called for by this Item is incorporated by reference from the Index to Exhibits
included in this Form 10-K.
Item 16. Form 10-K Summary
None.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 118
Table of Contents PART IV
OTHER KEY INFORMATION
Exhibit No.
INDEX TO EXHIBITS
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
3.1
3.2
3.3
4.1
4.2
4.3
4.4
Subscription Agreement, dated as of August 14, 2018, by and between CBG Holdings LLC and Canopy Growth Corporation,
including, among other things, a form of the Amended and Restated Investor Rights Agreement (filed as Exhibit 2.1 to the
Company’s Current Report on Form 8-K dated August 14, 2018, filed August 16, 2018 and incorporated herein by
reference). †
Foreign Exchange Rate Agreement dated October 26, 2018, between CBG Holdings LLC and Canopy Growth Corporation
(filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2018 and
incorporated herein by reference).
Asset Purchase Agreement made and entered into by and between the Company and E. & J. Gallo Winery (no longer
outstanding) (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated April 3, 2019, filed April 8, 2019 and
incorporated herein by reference). †
Binding Letter Agreement dated December 11, 2019 and effective December 11, 2019 between Constellation Brands, Inc.
and E. & J. Gallo Winery regarding the Modified Transaction (including the Form of Amended Agreement) (no longer
outstanding) (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated December 11, 2019, filed December
17, 2019 and incorporated herein by reference). †‡
Second Amended and Restated Asset Purchase Agreement made and entered into as of May 22, 2020, by and between
Constellation Brands, Inc. and E. & J. Gallo Winery (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated
May 22, 2020, filed May 29, 2020 and incorporated herein by reference). †‡
First Amendment dated September 28, 2020 and effective September 28, 2020, to Second Amended and Restated Asset
Purchase Agreement made and entered into as of May 22, 2020, by and between Constellation Brands, Inc. and E. & J. Gallo
Winery (filed as Exhibit 2.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2020
and incorporated herein by reference).
Nobilo Binding Letter Agreement dated December 11, 2019 and effective December 11, 2019 between Constellation
Brands, Inc. and E. & J. Gallo Winery regarding the Nobilo Transaction (including the Form of Nobilo Asset Purchase
Agreement) (no longer outstanding) (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated December 11,
2019, filed December 17, 2019 and incorporated herein by reference). †
Amendment dated May 22, 2020 and effective May 22, 2020, to Nobilo Binding Letter Agreement dated December 11,
2019 and effective December 11, 2019 between Constellation Brands, Inc. and E. & J. Gallo Winery regarding the Nobilo
Transaction (no longer outstanding) (filed as Exhibit 2.7 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 2020 and incorporated herein by reference).
Asset Purchase Agreement made and entered into as of June 22, 2020, by and between Constellation Brands, Inc. and E. &
J. Gallo Winery regarding the Nobilo Transaction (filed as Exhibit 2.1 to the Company’s Current Form 8-K dated June 22,
2020, filed June 25, 2020 and incorporated herein by reference). †
Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q
for the fiscal quarter ended August 31, 2009 and incorporated herein by reference). #
Certificate of Amendment to the Certificate of Incorporation of the Company (filed as Exhibit 3.2 to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2009 and incorporated herein by reference). #
By-Laws of the Company, amended and restated as of October 3, 2018 (filed as Exhibit 3.3 to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended August 31, 2018 and incorporated herein by reference).
Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and
Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K
dated April 17, 2012, filed April 23, 2012 and incorporated herein by reference). #
Supplemental Indenture No. 1, with respect to 6.0% Senior Notes due May 2022, dated as of April 17, 2012, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (no
longer outstanding ) (filed as Exhibit 4.1.1 to the Company’s Current Report on Form 8-K dated April 17, 2012, filed April 23,
2012 and incorporated herein by reference). #
Supplemental Indenture No. 3, with respect to 3.75% Senior Notes due May 2021, dated as of May 14, 2013, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (no
longer outstanding) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 14, 2013, filed May 16,
2013 and incorporated herein by reference). #
Supplemental Indenture No. 4, with respect to 4.25% Senior Notes due May 2023, dated as of May 14, 2013, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 14, 2013, filed May 16, 2013 and incorporated herein
by reference). #
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 119
Table of Contents PART IV
OTHER KEY INFORMATION
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
Supplemental Indenture No. 5, dated as of June 7, 2013, among the Company, Constellation Brands Beach Holdings, Inc.,
Crown Imports LLC, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.4 to the Company’s
Current Report on Form 8-K dated June 7, 2013, filed June 11, 2013 and incorporated herein by reference). #
Supplemental Indenture No. 6 dated as of May 28, 2014, among the Company, Constellation Marketing Services, Inc., and
Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.21 to the Company’s Quarterly Report on Form 10-
Q for the fiscal quarter ended May 31, 2014 and incorporated herein by reference). #
Supplemental Indenture No. 7, with respect to 3.875% Senior Notes due 2019, dated as of November 3, 2014, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (no
longer outstanding)(filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 3, 2014, filed
November 7, 2014 and incorporated herein by reference). #
Supplemental Indenture No. 8, with respect to 4.750% Senior Notes due 2024, dated as of November 3, 2014, among the
Company as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.2 to the Company’s Current Report on form 8-K dated November 3, 2014, filed November 7, 2014 and
incorporated herein by reference). #
Supplemental Indenture No. 9, with respect to 4.750% Senior Notes due 2025, dated December 4, 2015, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.1 to the Company’s Current report on Form 8-K, dated December 4, 2015, filed December 8, 2015 and
incorporated herein by reference). #
Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and
Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.26 to the Company’s Annual Report on Form 10-K
for the fiscal year ended February 29, 2016 and incorporated by reference). #
Supplemental Indenture No. 11 with respect to 3.700% Senior Notes due 2026, dated as of December 6, 2016, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee, (filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 6, 2016, filed December 6, 2016 and
incorporated herein by reference). #
Supplemental Indenture No. 12 with respect to 2.700% Senior Notes due 2022, dated as of May 9, 2017, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 9, 2017, filed May 9, 2017 and incorporated herein by
reference).
Supplemental Indenture No. 13 with respect to 3.500% Senior Notes due 2027, dated as of May 9, 2017, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated May 9, 2017, filed May 9, 2017 and incorporated herein by
reference).
Supplemental Indenture No. 14 with respect to 4.500% Senior Notes due 2047, dated as of May 9, 2017, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.3 to the Company’s Current Report on Form 8-K dated May 9, 2017, filed May 9, 2017 and incorporated herein by
reference).
Supplemental Indenture No. 15 with respect to 2.000% Senior Notes due 2019, dated as of November 7, 2017, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (no
longer outstanding)(filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 7, 2017, filed
November 7, 2017 and incorporated herein by reference).
Supplemental Indenture No. 16 with respect to 2.250% Senior Notes due 2020 dated as of November 7, 2017, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (no
longer outstanding) (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 7, 2017, filed
November 7, 2017 and incorporated herein by reference).
Supplemental Indenture No. 17 with respect to 2.650% Senior Notes due 2022, dated as of November 7, 2017, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.3 to the Company’s Current Report on Form 8-K dated November 7, 2017, filed November 7, 2017 and
incorporated herein by reference).
Supplemental Indenture No. 18 with respect to 3.200% Senior Notes due 2023, dated as of February 7, 2018, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 7, 2018, filed February 7, 2018 and incorporated
herein by reference).
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART IV
4.19
4.20
4.21
4.22
4.23
4.24
4.25
4.26
4.27
4.28
4.29
4.30
4.31
10.1
OTHER KEY INFORMATION
Supplemental Indenture No. 19 with respect to 3.600% Senior Notes due 2028, dated as of February 7, 2018, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 7, 2018, filed February 7, 2018 and incorporated
herein by reference).
Supplemental Indenture No. 20 with respect to 4.100% Senior Notes due 2048, dated as of February 7, 2018, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.3 to the Company’s Current Report on Form 8-K dated February 7, 2018, filed February 7, 2018 and incorporated
herein by reference).
Supplemental Indenture No. 21 with respect to Senior Floating Rate Notes due 2021, dated as of October 29, 2018, among
the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (no
longer outstanding) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 29, 2018, filed
October 29, 2018 and incorporated herein by reference).
Supplemental Indenture No. 22 with respect to 4.400% Senior Notes due 2025, dated as of October 29, 2018, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.2 to the Company’s Current Report on Form 8-K dated October 29, 2018, filed October 29, 2018 and incorporated
herein by reference).
Supplemental Indenture No. 23 with respect to 4.650% Senior Notes due 2028, dated as of October 29, 2018, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.3 to the Company’s Current Report on Form 8-K dated October 29, 2018, filed October 29, 2018 and incorporated
herein by reference).
Supplemental Indenture No. 24 with respect to 5.250% Senior Notes due 2048, dated as of October 29, 2018, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.4 to the Company’s Current Report on Form 8-K dated October 29, 2018, filed October 29, 2018 and incorporated
herein by reference).
Supplemental Indenture No. 25 with respect to 3.150% Senior Notes due 2029, dated as of July 29, 2019, among the
Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 29, 2019, filed July 29, 2019 and incorporated herein by
reference).
Supplemental Indenture No. 26 with respect to 2.875% Senior Notes due 2030, dated as of April 27, 2020, among the
Company, as Issuer and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K dated April 27, 2020, filed April 27, 2020 and incorporated herein by reference).
Supplemental Indenture No. 27 with respect to 3.750% Senior Notes due 2050, dated as of April 27, 2020, among the
Company, as Issuer and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Company’s
Current Report on Form 8-K dated April 27, 2020, filed April 27, 2020 and incorporated herein by reference).
Restatement Agreement, dated as of March 26, 2020 by and among the Company, CB International Finance S.à r.l., certain
of the Company’s subsidiaries as guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto,
including the Ninth Amended and Restated Credit Agreement dated as of March 26, 2020, by and among the Company, CB
International Financing S.à r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 26, 2020, filed March 31, 2020 and incorporated
herein by reference). †
Term Loan Restatement Agreement, dated as of March 26, 2020, by and among the Company, certain of the Company’s
subsidiaries as guarantors, Bank of America, N.A., as administrative agent, and the Lenders party thereto, including the
Amended and Restated Term Loan Credit Agreement, dated March 26, 2020, by and among the Company, Bank of America,
N.A., as administrative agent and the Lenders party thereto (no longer outstanding) (filed as Exhibit 4.2 to the Company’s
Current Report on Form 8-K dated March 26, 2020, filed March 31, 2020 and incorporated herein by reference). †
2020 Term Loan Restatement Agreement, dated as of March 26, 2020, by and among the Company, certain of the
Company’s subsidiaries as guarantors, Bank of America, N.A., as administrative agent and lender, including the Amended
and Restated Term Loan Credit Agreement, dated March 26, 2020, by and between the Company, Bank of America, N.A., as
administrative agent and lender (filed as Exhibit 4.3 to the Company Current Report on Form 8-K dated March 26, 2020 filed
March 31, 2020 and incorporated herein by reference). †
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed
herewith).
Constellation Brands, Inc. Long-Term Stock Incentive Plan, amended and restated as of July 18, 2017 (filed as Exhibit 10.4 to
the Company’s Current Report on Form 8-K dated July 18, 2017, filed July 20, 2017 and incorporated herein by reference). *
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 121
Table of Contents PART IV
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
OTHER KEY INFORMATION
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 5, 2010 and before April 3, 2012) (filed
as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated April 5, 2010, filed April 9, 2010 and incorporated
herein by reference). *#
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 3, 2012 and before April 28, 2014) (filed
as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 3, 2012, filed April 5, 2012 and incorporated
herein by reference). *#
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 25, 2016)
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 28, 2014, filed May 1, 2014 and incorporated
herein by reference). *#
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 25, 2016 and before April 21, 2017)
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and
incorporated herein by reference). *#
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 21, 2017 and before April 23, 2018)
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2017, filed April 25, 2017 and
incorporated herein by reference). *
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after April 23, 2018 and before April 23, 2019)
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 23, 2018, filed April 26, 2018 and
incorporated herein by reference). *
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plant (grants on or after April 23, 2019 and before April 21, 2020)
(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 23, 2019, filed April 26, 2019 and
incorporated herein by reference). *
Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plant (grants on and after April 21, 2020) (filed as Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2020 and incorporated herein by
reference). *
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after
April 25, 2016 and before April 21, 2017) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 25,
2016, filed April 28, 2016 and incorporated herein by reference). *#
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after
April 21, 2017 and before April 23, 2018) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 21,
2017, filed April 25, 2017 and incorporated herein by reference). *
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after
April 23, 2018 and before April 23, 2019) ( filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 23,
2018, filed April 26, 2018 and incorporated herein by reference). *
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or after
April 23, 2019 and before April 21, 2020 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 23,
2019, filed April 26, 2019 and incorporated herein by reference).*
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on and
after April 21, 2020) (filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May
31, 2020 and incorporated herein by reference). *
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to cliff
vested awards) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 24, 2013, filed July 26, 2013
and incorporated herein by reference). *#
Form of Restricted Stock Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (providing for
ratable vesting over three years) (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal year
ended February 28, 2015 and incorporated herein by reference). *#
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or
after April 21, 2017 and before April 23, 2018) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated
April 21, 2017, filed April 25, 2017 and incorporated herein by reference). *
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents PART IV
OTHER KEY INFORMATION
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on or
after April 23, 2018 and before April 23, 2019) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated
April 23, 2018, filed April 26, 2018 and incorporated herein by reference). *
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan awards on or
after April 23, 2019 and before April 21,2020) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated
April 23, 2019, filed April 26, 2019 and incorporated herein by reference). *
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (awards on and
after April 21, 2020) (filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May
31, 2020 and incorporated herein by reference).*†
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to
specified performance criteria) (filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year
ended February 28, 2015 and incorporated herein by reference). *#
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Stock Incentive Plan (relating to
contingent grants) (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 19, 2018, filed
October 22, 2018 and incorporated herein by reference). *
Form of Performance Share Unit Agreement with respect to the Company’s Long-Term Incentive Plan (relating to margin
and market performance)(filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for fiscal quarter ended
August 31, 2019 and incorporated herein by reference). *
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 17, 2008 and before July 22, 2010) (filed
as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2008 and
incorporated herein by reference). *#
Form of Terms and Conditions Memorandum for Directors with respect to a pro rata grant of options to purchase Class 1
Stock pursuant to the Company’s Long-Term Stock Incentive Plan (filed as Exhibit 99.1 to the Company’s Current Report on
Form 8-K dated April 20, 2010, filed April 22, 2010 and incorporated herein by reference). *#
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 22, 2010 and before July 27, 2012) (filed
as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2010 and
incorporated herein by reference). *#
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 27, 2012 and before July 23, 2014) (filed
as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated July 27, 2012, filed July 31, 2012 and incorporated
herein by reference). *#
Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock
pursuant to the Company’s Long-Term Stock Incentive Plan (grants on or after July 23, 2014 and before July 20, 2016) (filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 23, 2014, filed July 25, 2014 and incorporated
herein by reference). *#
Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the
Company’s Long-Term Stock Incentive Plan (grants on or after July 20, 2016 and before July 18, 2017) (filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K dated July 20, 2016, filed July 22, 2016 and incorporated herein by
reference). *
Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the
Company’s Long-Term Stock Incentive Plan (grants on or after July 18, 2017 and before July 16, 2019) (filed as Exhibit 10.1
to the Company’s Current Report on Form 8-K dated July 18, 2017, filed July 20, 2017 and incorporated herein by
reference). *
Form of Stock Option Agreement for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the
Company’s Long-Term Stock Incentive Plan (grants on and after July 16, 2019)(filed as Exhibit 10.6 to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2019 and incorporated herein by reference). *
Form of Restricted Stock Unit Award for Directors with respect to awards of restricted stock units pursuant to the
Company’s Long-Term Stock Incentive Plan (awards on and after July 16, 2019) (filed as Exhibit 10.7 to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2019 and incorporated herein by reference). *
Rules for Cash Incentive Awards under the Company’s Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K dated March 27, 2018, filed March 29, 2018 and incorporated herein by
reference). *
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 123
Table of Contents PART IV
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
10.48
10.49
10.50
10.51
21.1
23.1
31.1
OTHER KEY INFORMATION
Constellation Brands, Inc. Annual Management Incentive Plan, amended and restated as of July 27, 2012 (filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K dated July 27, 2012, filed July 31, 2012 and incorporated herein by
reference). *#
Constellation Brands, Inc. Non-Qualified Savings Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K
dated October 2, 2018, filed October 4, 2018 and incorporated herein by reference). *
Supplemental Executive Retirement Plan of the Company (filed as Exhibit 10.14 to the Company’s Annual Report on Form
10-K for the fiscal year ended February 28, 1999 and incorporated herein by reference). *#
First Amendment to the Company’s Supplemental Executive Retirement Plan (filed as Exhibit 10 to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended May 31, 1999 and incorporated herein by reference). *#
Second Amendment to the Company’s Supplemental Executive Retirement Plan (filed as Exhibit 10.20 to the Company’s
Annual Report on Form 10-K for the fiscal year ended February 28, 2001 and incorporated herein by reference). *#
Third Amendment to the Company’s Supplemental Executive Retirement Plan (filed as Exhibit 99.2 to the Company’s
Current Report on Form 8-K dated April 7, 2005, filed April 13, 2005 and incorporated herein by reference). *#
2005 Supplemental Executive Retirement Plan of the Company (filed as Exhibit 99.3 to the Company’s Current Report on
Form 8-K dated April 7, 2005, filed April 13, 2005 and incorporated herein by reference). *#
First Amendment to the Company’s 2005 Supplemental Executive Retirement Plan (filed as Exhibit 10.7 to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2007 and incorporated herein by reference). *#
Second Amendment to the Company’s 2005 Supplemental Executive Retirement Plan (filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2013 and incorporated herein by
reference). *#
Third Amendment to the Company’s 2005 Supplemental Executive Retirement Plan (filed as Exhibit 10.1 to the Company’s
Current Report on Form 8-K dated October 2, 2018, filed October 4, 2018 and incorporated herein by reference). *
Form of Executive Employment Agreement between Constellation Brands, Inc. and its Chairman of the Board and its Vice
Chairman of the Board (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated May 21, 2008, filed
May 21, 2008 and incorporated herein by reference). *#
Form of Executive Employment Agreement between Constellation Brands, Inc. and certain Other Executive Officers
(including F. Paul Hetterich) (filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated May 21, 2008, filed
May 21, 2008 and incorporated herein by reference). *#
Executive Employment Agreement made as of June 17, 2013, between Constellation Brands, Inc. and Thomas M. Kane (filed
as Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2013 and
incorporated herein by reference). *#
Executive Employment Agreement made as of January 26, 2015, between Constellation Brands, Inc. and William A.
Newlands (filed as Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015
and incorporated herein by reference). *#
Executive Employment Agreement made as of June 3, 2019, between Constellation Brands, Inc. and Robert L. Hanson (filed
as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2019 and
incorporated herein by reference). *
Form of Executive Employment Agreement between Constellation Brands, Inc. and certain of its Other Executive Officers
(including James O. Bourdeau, Garth Hankinson, Michael McGrew, Mallika Monteiro, and James A. Sabia, Jr.) (filed as
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2017 and incorporated
herein by reference). *
Description of Compensation Arrangements, as of January 6, 2021, for Non-Management Directors (filed as Exhibit 10.1 to
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2020 and incorporated herein by
reference). *
Amended and Restated Sub-license Agreement, dated as of June 7, 2013, between Marcas Modelo, S. de R.L. de C.V. and
Constellation Beers Ltd. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 7, 2013, filed
June 11, 2013 and incorporated herein by reference). +#
Subsidiaries of the Company (filed herewith).
Consent of KPMG LLP (filed herewith).
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
as amended (filed herewith).
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 124
Table of Contents PART IV
OTHER KEY INFORMATION
31.2
32.1
32.2
99.1
99.2
99.3
99.4
99.5
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
as amended (filed herewith).
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
Constellation Brands, Inc. 1989 Employee Stock Purchase Plan (amended and restated as of July 24, 2013) (filed as
Exhibit 99.1 to the Company’s Current Report on Form 8-K dated July 24, 2013, filed July 26, 2013 and incorporated herein
by reference). *#
First Amendment, dated and effective April 25, 2016, to the Company’s 1989 Employee Stock Purchase Plan (filed as Exhibit
99.1 to the Company’s Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by
reference). *#
Final Judgment filed with the United States District Court for the District of Columbia on October 24, 2013, together with
Exhibits B and C (filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 2013 and incorporated herein by reference). #
Consent Agreement, dated April 18, 2019, by and between CBG Holdings LLC and Canopy Growth Corporation
(incorporated herein by reference to Exhibit 99.4 of Canopy Growth Corporation’s Form 6-K filed April 30, 2019).
Second Amended and Restated Investor Rights Agreement, dated April 18, 2019, by and among Greenstar Canada
Investment Limited Partnership, CBG Holdings LLC and Canopy Growth Corporation (incorporated herein by reference to
Exhibit 99.3 of Canopy Growth Corporation’s Form 6-K filed April 30, 2019).
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are
embedded within the Inline XBRL document (filed herewith).
101.SCH
XBRL Taxonomy Extension Schema Document (filed herewith).
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document (filed herewith).
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Designates management contract or compensatory plan or arrangement.
# Company’s Commission File No. 001-08495. For filings prior to October 4, 1999, use Commission File
No. 000-07570.
† The exhibits, disclosure schedules, and other schedules, as applicable, have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. Constellation Brands, Inc. agrees to furnish supplementally a copy of
such exhibits, disclosure schedules, and other schedules, as applicable, or any section thereof, to the
SEC upon request.
‡ Portions of this exhibit are redacted pursuant to Item 601(b)(2)(ii) of Regulation S-K.
+ Portions of this exhibit were redacted pursuant to a confidential treatment request filed with and
approved by the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended.
We agree, upon request of the Securities and Exchange Commission, to furnish copies of each instrument
that defines the rights of holders of long-term debt of the Company or its subsidiaries that is not filed herewith
pursuant to Item 601(b)(4)(iii)(A) because the total amount of long-term debt authorized under such instrument
does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis.
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 125
Table of Contents Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
CONSTELLATION BRANDS, INC.
By:
/s/ William A. Newlands
April 20, 2021
William A. Newlands
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ William A. Newlands
April 20, 2021
William A. Newlands, Director, President
and Chief Executive Officer (principal
executive officer)
/s/ Garth Hankinson
April 20, 2021
Garth Hankinson, Executive Vice
President and Chief Financial Officer
(principal financial officer and
principal accounting officer)
/s/ Robert Sands
April 20, 2021
Robert Sands, Director and
Executive Chairman of the Board
/s/ Richard Sands
April 20, 2021
Richard Sands, Director and
Executive Vice Chairman of the Board
/s/ Christy Clark
April 20, 2021
Christy Clark, Director
/s/ Nicholas I. Fink
April 20, 2021
Nicholas Fink, Director
/s/ Jennifer M. Daniels
April 20, 2021
Jennifer M. Daniels, Director
/s/ Jerry Fowden
April 20, 2021
Jerry Fowden, Director
Constellation Brands, Inc. FY 2021 Form 10-K
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Table of Contents /s/ Ernesto M. Hernández
April 20, 2021
Ernesto M. Hernández, Director
/s/ Susan Somersille Johnson
April 20, 2021
Susan Somersille Johnson, Director
/s/ James A. Locke III
April 20, 2021
James A. Locke III, Director
/s/ Jose Manuel Madero Garza
April 20, 2021
Jose Manuel Madero Garza, Director
/s/ Daniel J. McCarthy
April 20, 2021
Daniel J. McCarthy, Director
/s/ Judy A. Schmeling
April 20, 2021
Judy A. Schmeling, Director
Constellation Brands, Inc. FY 2021 Form 10-K
#WORTHREACHINGFOR I 127
Table of Contents PERFORMANCE GR APH
Set forth below is a line graph comparing, for the fi scal years ended the last day of February 2017, 2018, 2019, 2020, and 2021, the cumulative total
stockholder return of the Company’s Class A Common Stock and Class B Common Stock with the cumulative total return of the S&P 500 Index and the
S&P 500 Food & Beverages Index. The graph assumes the investment of $100.00 on February 28, 2016 in the Company’s Class A Common Stock, the
Company’s Class B Common Stock, the S&P 500 Index, and the S&P 500 Food & Beverages Index, and also assumes the reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Among Constellation Brands, Inc., the S&P 500 Index, and S&P 500 Food & Beverages Index
$225
$200
$175
$150
$125
$100
$75
$50
2 /16
2 / 17
2 /18
2 /19
2 /20
2 /21
Constellation Brands, Inc. Class A
Constellation Brands, Inc. Class B
S&P 500
S&P 500 Food & Beverages Index
*$100 invested on 2/29/16 in stock or index, including reinvestment of dividends.
Fiscal year ending February 28.
Copyright © 2021Standard & Poor’s, a division of S&P Global. All rights reserved.
2/16
2/17
2/18
2/19
2/20
2/21
100.00
100.00
100.00
100.00
113.43
111.60
124.98
113.88
155.52
156.20
146.35
111.64
123.90
123.76
153.20
106.87
128.20
123.01
165.75
114.92
161.87
165.25
217.61
124.62
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
Constellation Brands, Inc. FY 2021 Summary Annual Report
#WORTHREACHINGFOR
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Table of Contents
RECONCILIATION OF GA AP TO
NON-GA AP FINANCIAL MEASURES
DIRECTORS AND
EXECUTIVE OFFICERS
For the Years Ended
(As of April 30, 2021)
2/28/21 2/29/20 Change
EPS, reported basis $10.23 $(0.07)
NM
Acquisitions,
divestitures, and
related costs
Restructuring and
other strategic business
development costs
Other
EPS, comparable
basis (1)
NM = Not Meaningful
0.12
(0.39)
1.73
2.40
(2.11)
7.17
$9.97 $9.12
9%
(1) May not sum due to rounding as each item is computed independently
Diluted earnings per share (EPS) growth on
a comparable basis is provided because
management uses this information in evaluating
the results of our core operations and internal goal
setting. In addition, we believe this information
provides investors valuable insight on underlying
business trends and results in order to evaluate
year-over-year fi nancial performance. For further
information on items excluded from comparable
basis EPS, refer to “Comparable Adjustments” and
“(Provision for) Benefi t From Income Taxes” under
“Results of Operations” under Management’s
Discussion and Analysis of Financial Condition and
Results of Operations under Item 7 of this Annual
Report on Form 10-K.
DIRECTORS
EXECUTIVE OFFICERS
William A. Newlands
President and Chief Executive Offi cer,
Constellation Brands, Inc.
William A. Newlands
President and Chief Executive Offi cer,
Constellation Brands, Inc.
Robert Sands
Executive Chairman,
Constellation Brands, Inc.
Richard Sands
Executive Vice Chairman,
Constellation Brands, Inc.
Robert Sands
Executive Chairman,
Constellation Brands, Inc.
Richard Sands
Executive Vice Chairman,
Constellation Brands, Inc.
Christy Clark (1)
Senior Advisor, Bennett Jones LLP
Jennifer M. Daniels (2)
Chief Legal Offi cer and Secretary,
Colgate-Palmolive Company
Nicholas I. Fink (2)
Chief Executive Offi cer of Fortune Brands
Home & Security, Inc.
Jerry Fowden (1) (3)
Chairman of the Board,
Primo Water Corporation
Ernesto M. Hernández (1)
Former President and Managing Director,
General Motors de Mexico, S. de R.L. de C.V.
Susan Somersille Johnson (1)
Chief Marketing Offi cer of
Prudential Financial, Inc.
James A. Locke III (3)
Senior Counsel to the law fi rm
of Nixon Peabody LLP
Jose Manuel Madero Garza (2)
Independent Business Consultant and
Former Chief Executive Offi cer, Grupo Bepensa
Daniel J. McCarthy (2)
Former President and Chief Executive Offi cer,
Frontier Communications Corporation
Judy A. Schmeling (2) (3)
Former Chief Operating Offi cer of HSN, Inc.
and Former President of HSN’s Cornerstone Brands
James O. Bourdeau
Executive Vice President and Chief Legal Offi cer,
Constellation Brands, Inc.
Garth Hankinson
Executive Vice President and
Chief Financial Offi cer,
Constellation Brands, Inc.
Robert Hanson
Executive Vice President and President,
Wine & Spirits Division, Constellation Brands, Inc.
F. Paul Hetterich
Executive Vice President and President,
Beer Division, Constellation Brands, Inc.
Thomas M. Kane
Executive Vice President and
Chief Human Resources Offi cer,
Constellation Brands, Inc.
Michael McGrew
Executive Vice President and Chief
Communications, Corporate Social Responsibility
and Diversity Offi cer,
Constellation Brands, Inc.
Mallika Monteiro
Executive Vice President and
Chief Growth, Strategy, and Digital Offi cer,
Constellation Brands, Inc.
James A. Sabia, Jr.
Executive Vice President and
Managing Director, Beer Division,
Constellation Brands, Inc.
(1) Member of Human Resources Committee
(2) Member of Audit Committee
(3) Member of Corporate Governance Committee
Additional biographical information about the Directors is included in the Proxy Statement relating to the Company’s 2020 annual meeting
distributed with this Annual Report on Form 10-K and posted on www.cbrands.com/annual-meeting.
Constellation Brands, Inc. FY 2021 Summary Annual Report
#WORTHREACHINGFOR
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INVESTOR INFORMATION
HEADQUARTERS
COMMON STOCK TRADING
COPIES OF FORM 10-K
Constellation Brands, Inc.
207 High Point Drive, Building 100
Victor, NY 14564
585.678.7100
888.724.2169
www.cbrands.com
Investor Center
888.922.2150
The Company’s Class A and Class B
Common Stock trade on the New York
Stock Exchange (NYSE) under the ticker
symbols STZ and STZ.B, respectively.
There is no public market for the Company’s
Class 1 Common Stock. As of April 30, 2021,
there were 501 and 95 holders of record
of Class A and Class B Common Stock,
respectively, and 12 holders of record of
Class 1 Common Stock.
A copy of our Annual Report on Form 10-K for the
fiscal year ended February 28, 2021, filed with
the U.S. Securities and Exchange Commission,
will be furnished without charge to any
stockholder upon written request to Constellation
Brands, Inc.’s Investor Relations department at
our corporate headquarters address provided on
this page. Alternatively, a copy is available on
our Constellation Brands website at
www.cbrands.com, as well as on the Securities
and Exchange Commission’s internet site at
www.sec.gov.
INFORMATION REGARDING
VIRTUAL ANNUAL STOCKHOLDERS’
FORWARD-LOOKING STATEMENTS
MEETING
The statements set forth in this report, which are
not historical facts, are forward-
looking statements that involve risks and
uncertainties that could cause actual results
to differ materially from those set forth in, or
implied by, the forward-looking statements. For
risk factors associated with the Company and its
business, please refer to the Company’s Annual
Report on Form 10-K for the fiscal year ended
February 28, 2021.
The virtual annual meeting is scheduled to be
held at 11:00 a.m., Eastern Daylight Time, on
Tuesday, July 20, 2021, and is expected to be
conducted exclusively via online broadcast.
Stockholders will be able to attend the 2021
Virtual Annual Meeting, vote shares, and submit
questions during the meeting via the Internet by
visiting
www.virtualshareholdermeeting.com/STZ2021.
STOCK TRANSFER AGENT
AND REGISTRAR
Stockholder Inquiries
1-877-810-2237
Stockholder Portal
http://shareholder.broadridge.com/stz
Broadridge Corporate Issuer Solutions
1-877-830-4936 - Phone
1-303-974-3789 - International
1-215-553-5402 - Fax
M-F, 9 a.m. to 6 p.m. ET
Regular Delivery
Broadridge Corporate Issuer Solutions
P.O. Box 1342
Brentwood, NY 11717
Overnight Delivery
Broadridge Corporate Issuer Solutions
ATTN: IWS
1155 Long Island Avenue
Edgewood, NY 11717
Constellation Brands, Inc. FY 2021 Summary Annual Report
#WORTHREACHINGFOR
Website references in this annual report are provided as a convenience and do not constitute, and should not be
viewed as, incorporation by reference of the information contained on, or available through, the websites. Therefore,
such information should not be considered part of this annual report.
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