Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections NA

Market positions and industry data discussed in this Form 10-K are as of calendar 2023 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; Impact Databank Review and Forecast; International Wine and Spirits Research (IWSR); Circana; 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 U.S. dollar sales.

Forward-Looking Statements

This Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 Form 10-K are forward-looking statements, including without limitation:

*•*The statements under Item 1. “Business” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding:

*◦*our mission, core values, business strategy, strategic vision, growth plans, innovation and Digital Business Acceleration initiatives, NPDs, future operations, financial position, net sales, expenses, hedging programs, cost savings initiatives, capital expenditures, effective tax rates and anticipated tax liabilities, expected volume, inventory, supply and demand levels, balance, and trends, long-term financial model, access to capital markets, liquidity and capital resources, and prospects, plans, and objectives of management;

*◦*our beer expansion, optimization, and/or construction activities, including anticipated scope, capacity, costs, capital expenditures, and timeframes for completion;

*◦*the potential sale of the remaining assets at the Mexicali Brewery;

*◦*the anticipated availability of water, agricultural and other raw materials, and packaging materials;

*◦*our ESG strategy, sustainability initiatives, environmental stewardship targets, and human capital and DEI objectives and ambitions;

*◦*anticipated inflationary pressures, changing prices, and reductions in consumer discretionary income as well as other unfavorable global and regional economic conditions, and geopolitical events, and our responses thereto;

*◦*the potential impact to supply, production levels, and costs due to global supply chain disruptions and constraints, and shifting consumer behaviors;

*◦*expected or potential actions of third parties, including possible changes to laws, rules, and regulations;

*◦*the potential impact of climate-related severe weather events;

*◦*unfavorable trends in the wine market and for certain of our wine and spirits brands, the expected timeframes for improvement of such trends, and our associated actions to improve marketing execution and sales performance;

*◦*the availability of a supply chain finance program;

*◦*the manner, timing, and duration of the share repurchase program and source of funds for share repurchases;

*◦*the amount and timing of future dividends; and

*◦*our target net leverage ratio.

*•*The statements regarding the impacts of recent accounting pronouncements;

*•*The statements regarding our future accounting treatment for our investment in Canopy, including the expected gain related to the conversion of our Canopy common shares into Exchangeable Shares and exchange of the 2023 Canopy Promissory Note for Exchangeable Shares; and

*•*The statements regarding the future reclassification of net gains from AOCI.

When used in this Form 10-K, the words “anticipate,” “expect,” “intend,” “will,” 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 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


Constellation Brands, Inc. FY 2024 Form 10-K			#WORTHREACHINGFOR I i

compete, our forward-looking statements contained in this Form 10-K are also subject to the risk, uncertainty, and possible variance from our current expectations regarding:

*•*water, agricultural and other raw material, and packaging material supply, production, and/or shipment difficulties which could adversely affect our ability to supply our customers;

*•*the ability to respond to anticipated inflationary pressures, including reductions in consumer discretionary income and our ability to pass along rising costs through increased selling prices;

*•*the actual impact to supply, production levels, and costs from global supply chain disruptions and constraints, transportation challenges (including from labor strikes or other labor activities), shifting consumer behaviors, wildfires, and severe weather events;

*•*reliance on complex information systems and third‐party global networks as well as risks associated with cybersecurity and AI;

*•*economic and other uncertainties associated with our international operations;

*•*dependence on limited facilities for production of our Mexican beer brands, including beer operations expansion, optimization, and/or construction activities, scope, capacity, supply, costs (including impairments), capital expenditures, and timing;

*•*results of the potential sale of the remaining assets at the Mexicali Brewery or obtaining other forms of recovery;

*•*operational disruptions or catastrophic loss to our breweries, wineries, other production facilities, or distribution systems;

*•*the impact of the military conflicts, geopolitical tensions, and responses, including on inflation, supply chains, commodities, energy, and cybersecurity;

*•*climate change, ESG regulatory compliance and failure to meet emissions, stewardship, and other ESG targets, objectives, or ambitions;

*•*reliance on wholesale distributors, major retailers, and government agencies;

*•*contamination and degradation of product quality from diseases, pests, weather, and other conditions;

*•*communicable disease outbreaks, pandemics, or other widespread public health crises and associated governmental containment actions;

*•*effects of employee labor activities that could increase our costs;

*•*a potential decline in the consumption of products we sell and our dependence on sales of our Mexican beer brands;

*•*impacts of our acquisition, divestiture, investment, and NPD strategies and activities;

*•*dependence upon our trademarks and proprietary rights, including the failure to protect our intellectual property rights;

*•*potential damage to our reputation;

*•*competition in our industry and for talent;

*•*our indebtedness and interest rate fluctuations;

*•*our international operations, worldwide and regional economic trends and financial market conditions, geopolitical uncertainty, or other governmental rules and regulations;

*•*class action or other litigation we may face;

*•*potential write-downs of our intangible assets, such as goodwill and trademarks;

*•*changes to tax laws, fluctuations in our effective tax rate, accounting for tax positions, the resolution of tax disputes, changes to accounting standards, elections, assertions, or policies, and the impact of a global minimum tax rate;

*•*the amount, timing, and source of funds for any share repurchases;

*•*the amount and timing of future dividends; and

*•*ownership of our Class A Stock by the Sands Family Stockholders and their Board of Director nomination rights as well as the choice-of-forum provision in our Amended and Restated By-laws.

For additional information about risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by our forward-looking statements contained in this Form 10-K are those described in Item 1A. “Risk Factors” and elsewhere in this Form 10-K and in our other filings with the SEC.


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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 Form 10-K and in our Notes that are specific to us or are abbreviations that may not be commonly known or used.


Term						Meaning

$						U.S. dollars
3.20% February 2018 Senior Notes						$600.0 million principal amount of 3.20% senior notes issued in February 2018, partially tendered in May 2022, and fully redeemed in June 2022, prior to maturity
4.25% May 2013 Senior Notes						$1,050.0 million principal amount of 4.25% senior notes issued in May 2013, partially tendered in May 2022, and fully redeemed in June 2022, prior to maturity
2018 Authorization						authorization to repurchase up to $3.0 billion of our publicly traded common stock, approved by our Board of Directors in January 2018 and fully utilized during Fiscal 2023
2021 Authorization						authorization to repurchase up to $2.0 billion of our publicly traded common stock, approved by our Board of Directors in January 2021
2022 Credit Agreement						tenth amended and restated credit agreement, dated as of April 14, 2022, provides for an aggregate revolving credit facility of $2.25 billion
2022 Restatement Agreement						restatement agreement, dated as of April 14, 2022, that amended and restated our ninth amended and restated credit agreement, dated as of March 26, 2020, which was our then-existing senior credit facility as of February 28, 2022
2023 Authorization						authorization to repurchase up to $2.0 billion of our publicly traded common stock, approved by our Board of Directors in November 2023
2023 Canopy Promissory Note						C$100.0 million principal amount of 4.25% promissory note issued to us by Canopy in April 2023, exchanged for Exchangeable Shares in April 2024
3-tier						distribution channel where products are sold to a distributor (wholesaler) who then sells to a retailer; the retailer sells the products to a consumer
3-tier eCommerce						digital commerce experience for consumers to purchase beverage alcohol from retailers
ABA						alternative beverage alcohol
Administrative Agent						Bank of America, N.A., as administrative agent for the senior credit facility and term loan credit agreements
AI						artificial intelligence
Amended and Restated By-Laws						our amended and restated by-laws
Amended and Restated Charter						our amended and restated certificate of incorporation
AOCI						accumulated other comprehensive income (loss)
April 2022 Term Credit Agreement						amended and restated term loan credit agreement, dated as of March 26, 2020, that provided for aggregate facilities of $491.3 million, consisting of a five-year term loan facility, inclusive of amendments dated as of June 10, 2021, and April 14, 2022, now repaid in full

August 2022 Term Credit Agreement						term loan credit agreement, dated as of August 9, 2022, that provided for a $1.0 billion unsecured delayed draw three-year term loan facility, now repaid in full
Austin Cocktails						we made an initial investment in the Austin Cocktails business and subsequently acquired the remaining ownership interest
BioSteel						BioSteel Sports Nutrition Inc., formerly a subsidiary of Canopy
BRG(s)						business resource group(s)
C$						Canadian dollars
California						the state of California (U.S.) unless otherwise specified
Canopy						Canopy Growth Corporation, an Ontario, Canada-based public company in which we have an investment


Constellation Brands, Inc. FY 2024 Form 10-K			#WORTHREACHINGFOR I iii


Term						Meaning

Canopy Amendment						an amendment to Canopy’s share capital which created Exchangeable Shares and provided for the conversion of Canopy common shares into Exchangeable Shares on a one-for-one basis at any time and at the option of the holder of such shares
Canopy Debt Securities						debt securities issued by Canopy in June 2018, no longer outstanding
Canopy Equity Method Investment						an investment in Canopy common shares, no longer applicable following conversion of Canopy common shares into Exchangeable Shares in April 2024
Canopy Transaction						corporate transaction by Canopy, including the creation of Exchangeable Shares, designed to accelerate its entry into the U.S. cannabis market

CB International						CB International Finance S.à r.l., a wholly-owned subsidiary of ours
CDIO						Chief Data and Information Officer
CISO						Chief Information Security Officer
Class 1 Stock						our Class 1 Convertible Common Stock, par value $0.01 per share
Class A Stock						our Class A Common Stock, par value $0.01 per share
Class B Stock						our Class B Convertible Common Stock, par value $0.01 per share, eliminated on November 10, 2022, pursuant to the Reclassification
CMP						crisis management plan
CODM						chief operating decision maker, our President and Chief Executive Officer
Comparable Adjustments						certain items affecting comparability that have been excluded by management
Consent Agreement						an agreement between Canopy and (i) Greenstar Canada Investment Limited Partnership and (ii) CBG Holdings LLC, our indirect, wholly-owned subsidiaries
CPG						consumer packaged goods
Craft Beer Divestitures						the Four Corners Divestiture and the Funky Buddha Divestiture, collectively
Crown						Crown Imports LLC, a wholly-owned subsidiary of ours
CSR						corporate social responsibility
current Mexican breweries						the Nava Brewery and the Obregon Brewery, collectively
Daleville Facility						production facility located in Roanoke, Virginia, sold May 2023
DEI						diversity, equity, and inclusion
Depletions						represent U.S. distributor shipments of our respective branded products to retail customers, based on third-party data
DGCL						General Corporation Law of the State of Delaware
Digital Business Acceleration						a multi-year initiative by the Company to create a cohesive digital strategy and build an advanced digital business
Domaine Curry						Domaine Curry wine business, acquired by us
DTC						direct-to-consumer inclusive of (i) a digital commerce experience for consumers to purchase directly from brand websites with inventory coming straight from the supplier and (ii) consumer purchases at hospitality locations (tasting rooms and tap rooms) from the supplier
Effective Time						the time that the Amended and Restated Charter was duly filed with the Secretary of State of the State of Delaware on November 10, 2022
EHS						environmental, health, and safety
Employee Stock Purchase Plan						the Company’s 1989 Employee Stock Purchase Plan, under which 9,000,000 shares of Class A Stock may be issued
ERM						enterprise risk management

ESG						environmental, social, and governance
Exchangeable Shares						new class of non-voting and non-participating exchangeable shares in Canopy which are convertible into common shares of Canopy on a one-for-one basis
Exchange Act						Securities Exchange Act of 1934, as amended
FASB						Financial Accounting Standards Board
February 2023 Senior Notes						$500.0 million aggregate principal amount of senior notes issued in February 2023
Financial Statements						our consolidated financial statements and notes thereto included herein


Constellation Brands, Inc. FY 2024 Form 10-K			#WORTHREACHINGFOR I iv


Term						Meaning

Fiscal 2021						the Company’s fiscal year ended February 28, 2021
Fiscal 2022						the Company’s fiscal year ended February 28, 2022
Fiscal 2023						the Company’s fiscal year ended February 28, 2023
Fiscal 2024						the Company’s fiscal year ended February 29, 2024
Fiscal 2025						the Company’s fiscal year ending February 28, 2025
Fiscal 2026						the Company’s fiscal year ending February 28, 2026
Fiscal 2027						the Company’s fiscal year ending February 28, 2027
Fiscal 2028						the Company’s fiscal year ending February 29, 2028
Fiscal 2029						the Company’s fiscal year ending February 28, 2029
Form 10-K						this Annual Report on Form 10-K for Fiscal 2024 unless otherwise specified
Four Corners Divestiture						sale of the Four Corners craft beer business
Funky Buddha Divestiture						sale of the Funky Buddha craft beer business
GHG						greenhouse gas
GILTI						global intangible low-taxed income
Glass Plant						glass production plant in Nava operated through an equally-owned joint venture with Owens-Illinois

IRA						Inflation Reduction Act of 2022
IRP						IT incident response plan
IT						information technology
January 2024 Senior Notes						$400.0 million aggregate principal amount of senior notes issued in January 2024
June 2021 Term Credit Agreement						amended and restated term loan credit agreement, dated as of March 26, 2020, inclusive of amendment dated as of June 10, 2021
Lender						Bank of America, N.A., as lender for the April 2022 Term Credit Agreement
LIBOR						London Interbank Offered Rate
Lingua Franca						Lingua Franca wine business, acquired by us
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
May 2023 Senior Notes						$750.0 million aggregate principal amount of senior notes issued in May 2023
MD&A						Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II — Item 7. of this Form 10-K
Mexicali Brewery						canceled brewery construction project located in Mexicali, Baja California, Mexico
Mexico Beer Projects						expansion, optimization, and/or construction activities at the Obregon Brewery, Nava Brewery, and Veracruz Brewery
M&T						Manufacturers and Traders Trust Company
My Favorite Neighbor						we made an initial investment in the My Favorite Neighbor wine business and subsequently acquired the remaining ownership interest
NA						not applicable
Nava						Nava, Coahuila, Mexico
Nava Brewery						brewery located in Nava
Net sales						gross sales less promotions, returns and allowances, and excise taxes
NM						not meaningful
Note(s)						notes to the consolidated financial statements under Item 8. of this Form 10-K

November 2018 Canopy Warrants						warrants acquired in November 2018 which gave us the option to purchase common shares of Canopy, now expired
NPD						new product development
Obregon						Obregon, Sonora, Mexico
Obregon Brewery						brewery located in Obregon
OCI						other comprehensive income (loss)


Constellation Brands, Inc. FY 2024 Form 10-K			#WORTHREACHINGFOR I v


Term						Meaning

October 2022 Credit Agreement Amendment						amendment dated as of October 18, 2022, to the 2022 Credit Agreement
OECD						Organization for Economic Cooperation and Development
Owens-Illinois						O-I Glass, Inc., the ultimate parent of the company with which we have an equally-owned joint venture to operate the Glass Plant
Pre-issuance hedge contracts						treasury lock and/or swap lock contracts designated as cash flow hedges entered into to hedge treasury rate volatility on future debt issuances
Proxy Statement						Proxy Statement for Fiscal 2024 to be issued in connection with the 2024 Annual Meeting of Stockholders of our Company
Purple-team Tests						testing involving collaboration between offensive and defensive cybersecurity teams
Reclassification						the reclassification, exchange, and conversion of the Company’s common stock to eliminate the Class B Stock pursuant to the terms and conditions of the Reclassification Agreement
Reclassification Agreement						reclassification agreement in support of the Reclassification, dated June 30, 2022, among the Company and the Sands Family Stockholders
Registration Rights Agreement						Registration Rights Agreement, dated as of November 10, 2022, by and among the Company and the Sands Family Stockholders
Registration Statement on Form S-4						our Registration Statement on Form S-4, including our proxy statement/prospectus, in connection with the Reclassification declared effective by the SEC on September 21, 2022
RTD						ready-to-drink
Sands Family Stockholders						RES Master LLC, RES Business Holdings LP, SER Business Holdings LP, RHT 2015 Business Holdings LP, RSS Master LLC, RSS Business Holdings LP, SSR Business Holdings LP, RSS 2015 Business Holdings LP, RCT 2015 Business Holdings LP, RCT 2020 Investments LLC, NSDT 2009 STZ LLC, NSDT 2011 STZ LLC, RSS Business Management LLC, SSR Business Management LLC, LES Lauren Holdings LLC, MES Mackenzie Holdings LLC, Abigail Bennett, Zachary Stern, A&Z 2015 Business Holdings LP (subsequently liquidated), Marilyn Sands Master Trust, MAS Business Holdings LP, Sands Family Foundation, Richard Sands, Robert Sands, WildStar, Astra Legacy LLC, AJB Business Holdings LP, and ZMSS Business Holdings LP
Scope 1						direct GHG emissions from sources that are owned or controlled by a company, such as emissions associated with furnaces or vehicles
Scope 2						indirect GHG emissions associated with the purchase of electricity, steam, heat, or cooling
SEC						Securities and Exchange Commission
Securities Act						Securities Act of 1933, as amended
SKU						stock-keeping unit, a scannable bar code, most often seen printed on product labels in a retail store
SOFR						secured overnight financing rate administered by the Federal Reserve Bank of New York
Specified Time						such time as the domestic sale of marijuana could not reasonably be expected to violate the Controlled Substances Act, the Civil Asset Forfeiture Reform Act (as it relates to violation of the Controlled Substances Act), and all related applicable anti-money laundering laws
U.S.						United States of America
U.S. GAAP						generally accepted accounting principles in the U.S.
Veracruz						Heroica Veracruz, Veracruz, Mexico
Veracruz Brewery						a new brewery being constructed in Veracruz
WildStar						WildStar Partners LLC
Wine Divestiture						sale of certain mainstream and premium wine brands and related inventory


Constellation Brands, Inc. FY 2024 Form 10-K			#WORTHREACHINGFOR I vi


PART I			ITEM 1. BUSINESS			Table of Contents

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