Constellation Brands, Inc 10-Q for FY2023 Q2

Constellation Brands, Inc. (STZ)

10-Q 2022-10-06 For: 2022-08-31

Added on April 08, 2026

About this 10-Q

Constellation Brands, Inc filed this 10-Q on October 6, 2022, covering the quarter ended August 31, 2022 (FY2023 Q2).

Headline figures

Quarter ended August 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $2.66B; up 12.0% from $2.37B a year earlier
Net loss: $1.15B; compared with net income of $1.5M a year earlier

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Delaware			16-0716709
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock	STZ	New York Stock Exchange
Class B Common Stock	STZ.B	New York Stock Exchange


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


		Page

DEFINED TERMS		i

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets		1
Consolidated Statements of Comprehensive Income (Loss)		2
Consolidated Statements of Changes in Stockholders’ Equity		3
Consolidated Statements of Cash Flows		5
Notes to Consolidated Financial Statements
	1. Basis of Presentation	7
	2. Inventories	7


	3. Derivative Instruments	7
	4. Fair Value of Financial Instruments	10
	5. Goodwill	15
	6. Intangible Assets	16
	7. Equity Method Investments	16


	8. Borrowings	18
	9. Income Taxes	21


	10. Stockholders' Equity	22
	11. Net Income (Loss) Per Common Share Attributable to CBI	24
	12. Comprehensive Income (Loss) Attributable to CBI	24
	13. Business Segment Information	26


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		30
Item 3. Quantitative and Qualitative Disclosures About Market Risk		55
Item 4. Controls and Procedures		56

PART II – OTHER INFORMATION

Item 1A. Risk Factors		57
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		58
Item 6. Exhibits		58

INDEX TO EXHIBITS		59

SIGNATURES		64


Term						Meaning

$						U.S. dollars
2.65% November 2017 Senior Notes						$700.0 million principal amount of 2.65% senior notes issued in November 2017 and redeemed in August 2021, prior to maturity
2.70% May 2017 Senior Notes						$500.0 million principal amount of 2.70% senior notes issued in May 2017 and redeemed in August 2021, prior to maturity
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						authority to repurchase up to $3.0 billion of our Class A Stock and Class B Stock, authorized in January 2018 by our Board of Directors
2020 U.S. wildfires						significant wildfires that broke out in California, Oregon, and Washington states which affected the 2020 U.S. grape harvest

2021 Authorization						authority to repurchase up to $2.0 billion of our Class A Stock and Class B Stock, authorized in January 2021 by our Board of Directors
2022 Annual Report						our Annual Report on Form 10-K for the fiscal year ended February 28, 2022

2022 Credit Agreement						tenth amended and restated credit agreement, dated as of April 14, 2022, that 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 the ninth amended and restated agreement, dated as of March 26, 2020, which was our then-existing senior credit facility as of February 28, 2022
2022 Wine Divestiture						sale of certain mainstream and premium wine brands and related inventory
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 our consumers to purchase beverage alcohol from retailers
ABA						alternative beverage alcohol
Acreage						Acreage Holdings, Inc.
Acreage Financial Instrument						a call option for Canopy to acquire 70% of the shares of Acreage at a fixed exchange ratio and 30% at a floating exchange ratio
Acreage Transaction						Canopy’s intention to acquire Acreage upon U.S. federal cannabis permissibility, subject to certain conditions
Administrative Agent						Bank of America, N.A., as administrative agent for the senior credit facility and term loan credit agreements

Amended and Restated Charter						form of our amended and restated certificate of incorporation, attached to the Registration Statement on Form S-4, which will effectuate the Reclassification and be in effect at and following the Effective Time
AOCI						accumulated other comprehensive income (loss)
April 2022 Term Credit Agreement						June 2021 Term Credit Agreement, inclusive of amendment dated as of April 14, 2022
ASR						accelerated share repurchase agreement with a third-party financial institution
August 2022 Term Credit Agreement						term loan credit agreement, dated as of August 9, 2022, that provides for a $1.0 billion unsecured delayed draw three-year term loan facility
Austin Cocktails						we made an initial investment in the Austin Cocktails business and subsequently acquired the remaining ownership interest


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I i


Term						Meaning

C$						Canadian dollars
Canopy						we made an investment in Canopy Growth Corporation, an Ontario, Canada-based public company
Canopy Debt Securities						debt securities issued by Canopy, as amended to remove Canopy's right to settle such debt securities on conversion into Canopy common shares
Canopy Equity Method Investment						November 2017 Canopy Investment, November 2018 Canopy Investment, May 2020 Canopy Investment, and July 2022 Canopy Investment, collectively
Canopy Strategic Transaction(s)						any potential acquisition, divestiture, investment, or other similar transaction made by Canopy, including but not limited to the Acreage Transaction
CARES Act						Coronavirus Aid, Relief, and Economic Security Act
CB International						CB International Finance S.à r.l., a wholly-owned subsidiary of ours
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
CODM						chief operating decision maker
Comparable Adjustments						certain items affecting comparability that have been excluded by management
DEI						diversity, equity, and inclusion
Depletions						represent U.S. domestic distributor shipments of our respective branded products to retail customers, based on third-party data
Digital Business Acceleration						a phased initiative by the Company to create a cohesive digital strategy and build an advanced digital business in the coming years
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 has been duly filed with the Secretary of State of the State of Delaware (or such later time as we and WildStar Partners LLC will agree and set forth in the Amended and Restated Charter)
ERP						enterprise resource planning system
ESG						environmental, social, and governance
Exchange Act						Securities Exchange Act of 1934, as amended
Financial Statements						our consolidated financial statements and notes thereto included herein
Fiscal 2022						the Company’s fiscal year ended February 28, 2022
Fiscal 2023						the Company’s fiscal year ending February 28, 2023
Fiscal 2024						the Company’s fiscal year ending 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
Five-Year Term Facility						a five-year term loan facility under the April 2022 Term Credit Agreement
Form 10-Q						this Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022, unless otherwise specified
GHG						greenhouse gas
July 2022 Canopy Investment						in July 2022, we received 29.2 million common shares of Canopy through the exchange of C$100.0 million principal amount of our Canopy Debt Securities
June 2021 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 the Five-Year Term Facility, inclusive of amendment dated as of June 10, 2021


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I ii


Term						Meaning

Lender						Bank of America, N.A., as lender for the April 2022 Term Credit Agreement
LIBOR						London Interbank Offered Rate
Lingua Franca						Lingua Franca, LLC business, acquired by us
May 2020 Canopy Investment						in May 2020, we made an incremental investment for 18.9 million common shares of Canopy through the exercise of warrants obtained in November 2017
May 2022 Senior Notes						$1,850.0 million aggregate principal amount of senior notes issued in May 2022
MD&A						Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 2. of this Form 10-Q
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 My Favorite Neighbor, LLC 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
November 2017 Canopy Investment						in November 2017, we made an initial investment for 18.9 million common shares of Canopy
November 2018 Canopy Investment						in November 2018, we made an incremental investment for 104.5 million common shares of Canopy

November 2018 Canopy Warrants						Tranche A Warrants, Tranche B Warrants, and Tranche C Warrants, collectively
NYSE						New York Stock Exchange
Obregon						Obregon, Sonora, Mexico
Obregon Brewery						brewery located in Obregon
OCI						other comprehensive income (loss)
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
Reclassification						the plan to reclassify the Company’s common stock to eliminate the existing 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
Reclassification Proposal						proposal to approve and adopt the Amended and Restated Charter, which will effectuate the Reclassification
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, as may be amended or supplemented from time to time
RTD						ready-to-drink
SEC						Securities and Exchange Commission
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, Marilyn Sands Master Trust, MAS Business Holdings LP, Sands Family Foundation, Richard Sands, Robert Sands, WildStar Partners LLC, and Astra Legacy LLC


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I iii


Term						Meaning

Second Quarter 2022						the Company’s three months ended August 31, 2021
Second Quarter 2023						the Company’s three months ended August 31, 2022
Securities Act						Securities Act of 1933, as amended
Six Months 2022						the Company’s six months ended August 31, 2021
Six Months 2023						the Company’s six months ended August 31, 2022
SOFR						secured overnight financing rate administered by the Federal Reserve Bank of New York



THC						tetrahydrocannabinol
Tranche A Warrants						warrants which give us the option to purchase 88.5 million common shares of Canopy expiring November 1, 2023
Tranche B Warrants						warrants which give us the option to purchase 38.4 million common shares of Canopy expiring November 1, 2026
Tranche C Warrants						warrants which give us the option to purchase 12.8 million common shares of Canopy expiring November 1, 2026
TSX						Toronto Stock Exchange
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 to be constructed in Veracruz
VWAP Exercise Price						volume-weighted average of the closing market price of Canopy’s common shares on the TSX for the five trading days immediately preceding the exercise date


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I iv


	August 31, 2022		February 28, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	165.1	$	199.4
Accounts receivable	978.9		899.0
Inventories	1,651.0		1,573.2
Prepaid expenses and other	735.2		658.1

Total current assets	3,530.2		3,329.7
Property, plant, and equipment	6,234.0		6,059.6
Goodwill	7,898.6		7,862.4
Intangible assets	2,763.6		2,755.2
Equity method investments	833.4		2,688.7
Securities measured at fair value	91.8		191.4
Deferred income taxes	2,292.3		2,351.5

Other assets	637.0		617.3
Total assets	$	24,280.9	$	25,855.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	663.9	$	323.0
Current maturities of long-term debt	7.6		605.3
Accounts payable	959.1		899.2
Other accrued expenses and liabilities	881.3		871.3
Total current liabilities	2,511.9		2,698.8
Long-term debt, less current maturities	10,278.7		9,488.2

Deferred income taxes and other liabilities	1,779.4		1,621.0
Total liabilities	14,570.0		13,808.0
Commitments and contingencies
CBI stockholders’ equity:
Class A Stock, $0.01 par value – Authorized, 322,000,000 shares; Issued, 189,461,263 shares and 187,263,859 shares, respectively	1.9		1.9
Class B Stock, $0.01 par value – Authorized, 30,000,000 shares; Issued, 28,211,685 shares and 28,212,340 shares, respectively	0.3		0.3
Additional paid-in capital	1,860.4		1,808.9
Retained earnings	13,448.4		14,505.4
Accumulated other comprehensive income (loss)	(355.4)		(412.7)
	14,955.6		15,903.8
Less: Treasury stock –
Class A Stock, at cost, 28,239,095 shares and 22,824,607 shares, respectively	(5,564.4)		(4,169.7)
Class B Stock, at cost, 5,005,800 shares	(2.2)		(2.2)
	(5,566.6)		(4,171.9)
Total CBI stockholders’ equity	9,389.0		11,731.9
Noncontrolling interests	321.9		315.9
Total stockholders’ equity	9,710.9		12,047.8
Total liabilities and stockholders’ equity	$	24,280.9	$	25,855.8


FINANCIAL STATEMENTS			Table of Contents


FINANCIAL STATEMENTS			Table of Contents


	For the Six Months Ended August 31,				For the Three Months Ended August 31,
	2022		2021		2022		2021
Sales	$	5,405.0	$	4,753.3	$	2,864.3	$	2,565.0
Excise taxes	(386.7)		(355.7)		(209.2)		(193.9)
Net sales	5,018.3		4,397.6		2,655.1		2,371.1
Cost of product sold	(2,437.4)		(2,048.6)		(1,329.2)		(1,141.4)
Gross profit	2,580.9		2,349.0		1,325.9		1,229.7
Selling, general, and administrative expenses	(951.4)		(868.8)		(512.8)		(490.5)
Impairment of brewery construction in progress	—		(665.9)		—		—


Operating income (loss)	1,629.5		814.3		813.1		739.2
Income (loss) from unconsolidated investments	(1,907.0)		(1,370.0)		(1,719.1)		(470.8)
Interest expense	(182.8)		(182.5)		(94.3)		(95.8)
Loss on extinguishment of debt	(23.3)		(29.4)		(8.0)		(29.4)
Income (loss) before income taxes	(483.6)		(767.6)		(1,008.3)		143.2
(Provision for) benefit from income taxes	(257.8)		(117.8)		(132.4)		(131.3)
Net income (loss)	(741.4)		(885.4)		(1,140.7)		11.9
Net (income) loss attributable to noncontrolling interests	(20.3)		(21.2)		(10.5)		(10.4)
Net income (loss) attributable to CBI	$	(761.7)	$	(906.6)	$	(1,151.2)	$	1.5

Comprehensive income (loss)	$	(675.9)	$	(838.6)	$	(1,334.2)	$	(45.8)
Comprehensive (income) loss attributable to noncontrolling interests	(28.5)		(22.9)		(6.1)		(6.5)
Comprehensive income (loss) attributable to CBI	$	(704.4)	$	(861.5)	$	(1,340.3)	$	(52.3)

Net income (loss) per common share attributable to CBI:
Basic – Class A Stock	$	(4.13)	$	(4.77)	$	(6.30)	$	0.01
Basic – Class B Stock	$	(3.77)	$	(4.34)	$	(5.73)	$	0.01

Diluted – Class A Stock	$	(4.13)	$	(4.77)	$	(6.30)	$	0.01
Diluted – Class B Stock	$	(3.77)	$	(4.34)	$	(5.73)	$	0.01

Weighted average common shares outstanding:
Basic – Class A Stock	163.532		169.025		161.730		167.447
Basic – Class B Stock	23.206		23.234		23.206		23.222

Diluted – Class A Stock	163.532		169.025		161.730		192.530
Diluted – Class B Stock	23.206		23.234		23.206		23.222


FINANCIAL STATEMENTS			Table of Contents


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 1


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 2


CONSTELLATION BRANDS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (in millions) (unaudited)
	Stock				Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Non-controlling Interests		Total
	Class A		Class B
Balance at February 28, 2022	$	1.9	$	0.3	$	1,808.9	$	14,505.4	$	(412.7)	$	(4,171.9)	$	315.9	$	12,047.8

Comprehensive income (loss):
Net income (loss)	—		—		—		389.5		—		—		9.8		399.3
Other comprehensive income (loss), net of income tax effect	—		—		—		—		246.4		—		12.6		259.0
Comprehensive income (loss)															658.3
Repurchase of shares	—		—		—		—		—		(1,007.6)		—		(1,007.6)
Dividends declared	—		—		—		(148.7)		—		—		—		(148.7)
Noncontrolling interest distributions	—		—		—		—		—		—		(11.2)		(11.2)
Shares issued under equity compensation plans	—		—		(0.6)		—		—		3.8		—		3.2
Stock-based compensation	—		—		16.7		—		—		—		—		16.7
Balance at May 31, 2022	1.9		0.3		1,825.0		14,746.2		(166.3)		(5,175.7)		327.1		11,558.5
Comprehensive income (loss):
Net income (loss)	—		—		—		(1,151.2)		—		—		10.5		(1,140.7)
Other comprehensive income (loss), net of income tax effect	—		—		—		—		(189.1)		—		(4.4)		(193.5)
Comprehensive income (loss)															(1,334.2)
Repurchase of shares	—		—		—		—		—		(392.9)		—		(392.9)
Dividends declared	—		—		—		(146.6)		—		—		—		(146.6)

Noncontrolling interest distributions	—		—		—		—		—		—		(11.3)		(11.3)
Shares issued under equity compensation plans	—		—		14.5		—		—		2.0		—		16.5
Stock-based compensation	—		—		20.9		—		—		—		—		20.9
Balance at August 31, 2022	$	1.9	$	0.3	$	1,860.4	$	13,448.4	$	(355.4)	$	(5,566.6)	$	321.9	$	9,710.9


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 3


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 4


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 5


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 6


	August 31, 2022		February 28, 2022
(in millions)
Raw materials and supplies	$	225.0	$	185.3
In-process inventories	851.6		804.8
Finished case goods	574.4		583.1
	$	1,651.0	$	1,573.2


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 7


Assets					Liabilities
	August 31, 2022		February 28, 2022			August 31, 2022		February 28, 2022
(in millions)
Derivative instruments designated as hedging instruments
Foreign currency contracts:
Prepaid expenses and other	$	55.5	$	28.6	Other accrued expenses and liabilities	$	15.6	$	5.9
Other assets	$	66.6	$	25.1	Deferred income taxes and other liabilities	$	10.4	$	8.6



Pre-issuance hedge contracts:

Other assets	$	—	$	—	Deferred income taxes and other liabilities	$	—	$	0.4


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 8


Derivative Instruments in Designated Cash Flow Hedging Relationships	Net Gain (Loss) Recognized in OCI		Location of Net Gain (Loss) Reclassified from AOCI to Income (Loss)	Net Gain (Loss) Reclassified from AOCI to Income (Loss)
(in millions)
For the Six Months Ended August 31, 2022
Foreign currency contracts	$	71.3	Sales	$	(1.2)
			Cost of product sold	21.9


Pre-issuance hedge contracts	15.7		Interest expense	(0.6)
	$	87.0		$	20.1

For the Six Months Ended August 31, 2021
Foreign currency contracts	$	11.7	Sales	$	(0.4)
			Cost of product sold	21.6

Pre-issuance hedge contracts	—		Interest expense	(1.5)
	$	11.7		$	19.7

For the Three Months Ended August 31, 2022
Foreign currency contracts	$	(8.2)	Sales	$	(0.6)
			Cost of product sold	10.8

Pre-issuance hedge contracts	—		Interest expense	(0.1)
	$	(8.2)		$	10.1

For the Three Months Ended August 31, 2021
Foreign currency contracts	$	(7.6)	Sales	$	(0.2)
			Cost of product sold	12.6

Pre-issuance hedge contracts	—		Interest expense	(0.9)
	$	(7.6)		$	11.5


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 9


Derivative Instruments Not Designated as Hedging Instruments	Location of Net Gain (Loss) Recognized in Income (Loss)	Net Gain (Loss) Recognized in Income (Loss)
(in millions)
For the Six Months Ended August 31, 2022
Commodity derivative contracts	Cost of product sold	$	33.1
Foreign currency contracts	Selling, general, and administrative expenses	(2.6)

		$	30.5

For the Six Months Ended August 31, 2021
Commodity derivative contracts	Cost of product sold	$	48.1
Foreign currency contracts	Selling, general, and administrative expenses	(8.4)

		$	39.7

For the Three Months Ended August 31, 2022
Commodity derivative contracts	Cost of product sold	$	(15.4)
Foreign currency contracts	Selling, general, and administrative expenses	(8.8)

		$	(24.2)

For the Three Months Ended August 31, 2021
Commodity derivative contracts	Cost of product sold	$	24.0
Foreign currency contracts	Selling, general, and administrative expenses	(6.2)

		$	17.8


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 10


	August 31, 2022						February 28, 2022
	Tranche A Warrants (3)			Tranche B Warrants (4)			Tranche A Warrants (3)			Tranche B Warrants (4)
Exercise price (5)	C$	50.40		C$	76.68		C$	50.40		C$	76.68
Valuation date stock price (6)	C$	4.86		C$	4.86		C$	9.04		C$	9.04
Remaining contractual term (7)	1.2 years			4.2 years			1.7 years			4.7 years
Expected volatility (8)	100.0		%	100.0		%	75.0		%	75.0		%
Risk-free interest rate (9)	3.8		%	3.3		%	1.4		%	1.7		%
Expected dividend yield (10)	0.0		%	0.0		%	0.0		%	0.0		%


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 11


	August 31, 2022			February 28, 2022
Settlement price (1)	C$	48.17		C$	48.17
Valuation date stock price (2)	C$	4.86		C$	9.04
Remaining term (3)	0.9 years			1.4 years
Expected volatility (4)	100.0		%	75.0		%
Risk-free interest rate (5)	3.7		%	1.4		%
Expected dividend yield (6)	0.0		%	0.0		%


Constellation Brands, Inc. Q2 FY 2023 Form 10-Q			#WORTHREACHINGFOR I 12


	Fair Value Measurements Using
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
(in millions)
August 31, 2022
Assets:
Foreign currency contracts	$	—	$	125.4	$	—	$	125.4
Commodity derivative contracts	$	—	$	86.4	$	—	$	86.4

November 2018 Canopy Warrants (1)	$	—	$	12.8	$	—	$	12.8
Canopy Debt Securities (1)	$	—	$	67.5	$	—	$	67.5

Liabilities:
Foreign currency contracts	$	—	$	29.8	$	—	$	29.8
Commodity derivative contracts	$	—	$	19.9	$	—	$	19.9




February 28, 2022
Assets:
Foreign currency contracts	$	—	$	56.4	$	—	$	56.4
Commodity derivative contracts	$	—	$	91.0	$	—	$	91.0
November 2018 Canopy Warrants (1)	$	—	$	36.3	$	—	$	36.3
Canopy Debt Securities (1)	$	—	$	146.6	$	—	$	146.6
Liabilities:
Foreign currency contracts	$	—	$	17.8	$	—	$	17.8
Commodity derivative contracts	$	—	$	0.9	$	—	$	0.9

Pre-issuance hedge contracts	$	—	$	0.4	$	—	$	0.4