CONSTELLATION Cagny 2023
Constellation Brands
FORWARD-LOOKING STATEMENTS (CONT.)
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
presentation are also subject to the risk, uncertainty, and possible variance from our current expectations regarding: the ability to recognize anticipated benefits of the Reclassification; the impact of
the Reclassification on the market price of our common stock; the incurrence of substantial non-recurring costs and expenses in connection with the negotiation and completion of the Reclassification;
litigation matters; 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, and
unfavorable global or regional economic conditions, including economic slowdown or recession; the actual impact to supply, production levels, and costs from global supply chain constraints,
transportation challenges (including from labor strikes or other labor activities), wildfires, and severe weather events; the actual balance of supply and demand for our products and the performance of
our distributors; the actual demand, net sales, channel proportions, and volume trends for our products; beer operations expansion, optimization, and/or construction activities, scope, capacity, supply,
costs (including impairments), capital expenditures, and timing; the duration and impact of the COVID-19 pandemic; the impact of the military conflict in Ukraine and associated geopolitical tensions
and responses, including on inflation, supply chains, commodities, energy, and cyber-security; the amount, timing, and source of funds for any share repurchases; the impact of our investment in
Canopy; the amount and timing of future Constellation dividends which are subject to the determination and discretion of our Board of Directors and may be impacted 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; the accuracy of management's projections relating to the Canopy investment; the timeframe and amount of any potential future impairment of our investment in Canopy; any
impact of U.S. federal laws on Canopy Strategic Transactions; the impact of any Canopy Strategic Transaction upon our future ownership level in Canopy or our future share of Canopy's reported
earnings and losses; the cannabis industry, including legalization, the demand for cannabis products, and operational risks inherent in the conduct of cannabis activities; expected benefits of our
investment in Canopy that may not materialize in the manner or timeframe expected or at all; the transaction to consolidate Canopy's U.S. cannabis assets and our plans to transition into and
exchange our remaining notes in Canopy for Exchangeable Shares which may not be completed at all, including because Canopy may not receive the required approval of its shareholders, that such
transactions, if completed, may significantly alter our relationship with and investment in Canopy, including by Canopy no longer being able to derive benefits from its current strategic relationship with
us, which could negatively impact Canopy, by limiting our right or opportunity to derive economic benefits from our investment in Canopy if Canopy declares dividends or dissolves and we continue to
hold Exchangeable Shares or to increase our ownership in Canopy if Canopy's stock price were to recover prior to the expiration of our Canopy warrants that would be surrendered, or by the potential
to subject our financial statements to additional volatility if we account for the Exchangeable Shares at fair value; Canopy's consolidation of its U.S. cannabis assets if it is not viewed favorably by
members of the investment community, whether or not it is completed, which may cause a decrease in the value of Canopy's common shares and impair its liquidity and marketability or that if such
transaction is not completed for any reason, then Canopy will have expended substantial time and resources that could otherwise have been spent on Canopy's existing businesses and the pursuit of
other opportunities that could have been beneficial to Canopy; the potential that Canopy will not remain listed on the stock exchanges it is currently listed on and related impacts; the amount of
contingent consideration, if any, received in the divestiture of a portion of our wine and spirits business which will depend on actual future brand performance; the expected impacts of wine and spirits
portfolio refinement activities; purchase accounting with respect to any transaction, or the assumptions used regarding the assets purchased and liabilities assumed to determine their fair value; our
ability to achieve and timeframes for achieving expected target debt leverage ratios, cash flows, operating margin, earnings, and other financial metrics; receipt of any necessary regulatory
approvals; operating and financial risks related to managing future growth; competition in our industry or in the cannabis industry; financing, market, economic, regulatory, and environmental risks;
global financial conditions; reliance on key personnel; increases in capital or operating costs; changes to international trade agreements or tariffs; any incremental contingent consideration payment
paid; accuracy of all projections, including those associated with previously announced acquisitions, investments, and divestitures as well as others associated with Canopy; accuracy of forecasts
relating to joint venture businesses; the actual amount and timing of cost reductions based on management's final plans; and other factors and uncertainties disclosed from time to time in our filings
with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended February 28, 2022 and our Quarterly Report on Form 10-Q for the quarter ended
November 30, 2022. Forward-looking statements are made as of February 23, 2023, and Constellation does not intend and expressly disclaims any obligation to update or revise the forward-looking
information contained in this presentation, whether as a result of new information, future events, or otherwise, except as required by law. Accordingly, viewers and listeners are cautioned not to place
undue reliance on forward-looking information.
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