On January5, 2018, Constellation Brands, Inc. (“Constellation” or the “Company”), a Delaware corporation, issued a news release (the “release”) announcing its financial condition and results of operations as of and for the third quarter ended November30, 2017. A copy of the release is attached hereto as Exhibit99.1 and incorporated herein by reference. The projections constituting the guidance included in the release involve risks and uncertainties, the outcome of which cannot be foreseen at this time; therefore, actual results may vary materially from these forecasts. In this regard, see the information included in the release under the caption “Forward-Looking Statements.”

The information in the release is “furnished” and not “filed” for purposes of Section18 of the Securities Exchange Act of1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of1934 or the Securities Act of1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

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

Comparable measures and organic net sales measures are provided because management uses this information in monitoring and evaluating the results and underlying business trends of the core operations of the Company and/or in internal goal setting. In addition, the Company believes this information provides investors valuable insight on underlying business trends and results in order to evaluate year-over-year financial performance. As such, the following items, including any related income tax effect, are excluded from comparable results, when appropriate:flow through of inventory step-up associated with acquisitions; net gain on the mark to fair value of undesignated commodity derivative contracts; settlements of undesignated commodity derivative contracts; transaction, integration and other related costs recognized in connection with acquisitions and investments; loss associated with the restructuring of an agreement; impairments of certain intangible and other assets; net gain and/or net costs in connection with the divestiture of the Canadian wine business and related activities; restructuring and related charges; certain other selling, general and administrative costs; unrealized gain from the mark to fair value of equity securities classified as trading; and loss on write-off of debt issuance costs. The Company acquired The Prisoner Wine Company portfolio of brands and related assets (“Prisoner”) on April29, 2016. The Company acquired all of the issued and outstanding common and preferred membership interests of High West Holdings, LLC (“High West”) on October14, 2016. The Company acquired the Charles Smith Wines, LLC collection of five super and ultra-premium wine brands and related assets (“Charles Smith”) on October19, 2016. The Company sold its Canadian wine business on December17, 2016 (the “Canadian Divestiture”). Accordingly, during the indicated periods, organic net sales measures exclude the net sales of products of Prisoner, High West, Charles Smith and the Canadian Divestiture, as appropriate.

On January5, 2018, Constellation issued a news release, a copy of which release is furnished herewith as Exhibit99.1 and is incorporated herein by reference.

In addition, on January4, 2018, the Board of Directors of Constellation Brands, Inc. declared a quarterly cash dividend in the amount of $0.52 per issued and outstanding share of the Company’s ClassA Common Stock, $0.47 per issued and outstanding share of the Company’s ClassB Common Stock and $0.47 per issued and outstanding share of the Company’s Class1 Common Stock, in each case payable on February23, 2018, to stockholders of record of each respective class as of the close of business on February9, 2018.

References to Constellation’s website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites or platforms into this Current Report on Form8-K, and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of RegulationFD. This information is “furnished” and not “filed” for purposes of Section18 of the Securities Exchange Act of1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of1934 or the Securities Act of1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.

On January4, 2018, the Board of Directors of Constellation Brands, Inc. authorized the repurchase of up to $3 billion of the Company’s common stock. Share repurchases under the new authorization, which is in addition to the Company’s current $1 billion share repurchase authorization, may be accomplished at management’s discretion from time to time based on market conditions, the Company’s cash and debt position, and other factors as determined by management. Shares may be repurchased through open market or privately negotiated transactions.

The following exhibit is furnished as part of this Current Report on Form 8-K:

INDEX TO EXHIBITS

CONSTELLATION BRANDS, INC. Exhibit
EX-99.1 2 stzex_99-1.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Increases FY18 EPS GuidanceAnnounces $3 Billion Share Repurchase Authorization Net SalesOperating IncomeEarnings Before Interest & Taxes (EBIT)Diluted Net Income Per Share Attributable to CBI (EPS)Third Quarter Fiscal Year 2018 Financial Highlights (1)  | In millions,…
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About CONSTELLATION BRANDS, INC. (NYSE:STZ)

Constellation Brands, Inc. is an international beverage alcohol company. The Company is a producer and marketer of beer, wine and spirits with operations in the United States, Canada, Mexico, New Zealand and Italy. Its segments include Beer, Wine and Spirits, and Corporate Operations and Other. It is a multi-category supplier (beer, wine and spirits) of beverage alcohol in the United States. It sells a number of brands in the import and craft beer categories, including Corona Extra, Corona Light, Modelo Especial, Ballast Point and others. It is a producer and marketer of wine, and sells a number of wine brands across various categories, including table wine, sparkling wine and dessert wine, and across all price points, such as popular, premium and luxury categories. Some of its wine and spirits brands sold in the United States, which comprise its U.S. Focus Brands (Focus Brands) include Meiomi, Robert Mondavi, Wild Horse and others.