Constellation Brands Files 2024 Annual Report

Ticker: STZ · Form: 10-K · Filed: Apr 23, 2024 · CIK: 16918

Constellation Brands, Inc. 10-K Filing Summary
FieldDetail
CompanyConstellation Brands, Inc. (STZ)
Form Type10-K
Filed DateApr 23, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$600.0 million, $1,050.0 million, $3.0 billion, $2.0 billion, $2.25 billion
Sentimentneutral

Sentiment: neutral

Topics: annual-report, sec-filing, financials

TL;DR

STZ filed its 2024 10-K, all good on reporting requirements.

AI Summary

Constellation Brands, Inc. filed its annual report for the fiscal year ended February 29, 2024. The company is incorporated in Delaware and its Class A Common Stock is traded on the New York Stock Exchange under the ticker symbol STZ. The filing indicates that Constellation Brands has met all reporting requirements for the preceding 12 months and the past 90 days.

Why It Matters

This filing provides investors with a comprehensive overview of Constellation Brands' financial performance and operational status for the fiscal year 2024, crucial for investment decisions.

Risk Assessment

Risk Level: low — The filing is a standard annual report and does not indicate any immediate or unusual risks.

Key Players & Entities

  • Constellation Brands, Inc. (company) — Registrant
  • February 29, 2024 (date) — Fiscal year end
  • Delaware (jurisdiction) — State of incorporation
  • STZ (ticker) — Class A Common Stock trading symbol
  • New York Stock Exchange (exchange) — Exchange where STZ is registered

FAQ

What is the primary purpose of this Form 10-K filing?

This Form 10-K is an annual report filed by Constellation Brands, Inc. pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended February 29, 2024.

On which exchange is Constellation Brands' Class A Common Stock traded?

Constellation Brands' Class A Common Stock is traded on the New York Stock Exchange.

What is the trading symbol for Constellation Brands' Class A Common Stock?

The trading symbol for Constellation Brands' Class A Common Stock is STZ.

In which state was Constellation Brands, Inc. incorporated?

Constellation Brands, Inc. was incorporated in Delaware.

Has Constellation Brands met its filing requirements for the past 90 days?

Yes, the filing indicates that Constellation Brands has been subject to the filing requirements for the past 90 days and has filed all required reports.

Filing Stats: 4,383 words · 18 min read · ~15 pages · Grade level 17.8 · Accepted 2024-04-23 12:45:24

Key Financial Figures

  • $600.0 million — llars 3.20% February 2018 Senior Notes $600.0 million principal amount of 3.20% senior notes
  • $1,050.0 million — o maturity 4.25% May 2013 Senior Notes $1,050.0 million principal amount of 4.25% senior notes
  • $3.0 billion — ation authorization to repurchase up to $3.0 billion of our publicly traded common stock, ap
  • $2.0 billion — ation authorization to repurchase up to $2.0 billion of our publicly traded common stock, ap
  • $2.25 billion — aggregate revolving credit facility of $2.25 billion 2022 Restatement Agreement restatement
  • $100.0 million — ber 2023 2023 Canopy Promissory Note C$100.0 million principal amount of 4.25% promissory no
  • $491.3 m — at provided for aggregate facilities of $491.3 million, consisting of a five-year term l
  • $1.0 billion — of August 9, 2022, that provided for a $1.0 billion unsecured delayed draw three-year term
  • $0.01 — s 1 Convertible Common Stock, par value $0.01 per share Class A Stock our Class A Co
  • $500.0 million — dards Board February 2023 Senior Notes $500.0 million aggregate principal amount of senior no
  • $400.0 million — technology January 2024 Senior Notes $400.0 million aggregate principal amount of senior no
  • $750.0 million — lan participants May 2023 Senior Notes $750.0 million aggregate principal amount of senior no

Filing Documents

FORWARD-LOOKING STATEMENTS i

FORWARD-LOOKING STATEMENTS i DEFINED TERMS iii PART I

Risk Factors 17

Item 1A. Risk Factors 17

Unresolved Staff Comments NA

Item 1B. Unresolved Staff Comments NA

Cybersecurity 30

Item 1C. Cybersecurity 30

Properties 32

Item 2. Properties 32

Legal Proceedings 32

Item 3. Legal Proceedings 32

Mine Safety Disclosures NA

Item 4. Mine Safety Disclosures NA PART II

Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 33

[Reserved] NA

Item 6. [Reserved] NA

Management's Discussion and Analysis of Financial Condition and Results of Operations 34

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 34

Quantitative and Qualitative Disclosures About Market Risk 54

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 54

Financial Statements and Supplementary Data 56

Item 8. Financial Statements and Supplementary Data 56

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure NA

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure NA

Controls and Procedures 111

Item 9A. Controls and Procedures 111

Other Information 111

Item 9B. Other Information 111

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections NA

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

Directors, Executive Officers, and Corporate Governance 112

Item 10. Directors, Executive Officers, and Corporate Governance 112

Executive Compensation 112

Item 11. Executive Compensation 112

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 112

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 112

Certain Relationships and Related Transactions, and Director Independence 113

Item 13. Certain Relationships and Related Transactions, and Director Independence 113

Principal Accountant Fees and Services 113

Item 14. Principal Accountant Fees and Services 113 PART IV

Exhibits and Financial Statement Schedules 114

Item 15. Exhibits and Financial Statement Schedules 114

Form 10-K Summary 114

Item 16. Form 10-K Summary 114 INDEX TO EXHIBITS 115 SIGNATURES 120 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. Table of Contents

Forward-Looking Statements

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 le

Financial Statements our consolidated financial statements and notes thereto included herein

Financial Statements our consolidated financial statements and notes thereto included herein Constellation Brands, Inc. FY 2024 Form 10-K #WORTHREACHINGFOR I iv Table of Contents 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 senio

ITEM 1. BUSINESS Table of Contents

PART I ITEM 1. BUSINESS Table of Contents

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 Winery, Kim Crawford, Meiomi, The Prisoner Wine Company, High West, Casa Noble, and Mi CAMPO. In the U.S., we are one of the top growth contributors at retail among beverage alcohol suppliers. We are the second-largest beer company in the U.S. and continue to strengthen our leadership position as the #1 share gainer in the high-end beer segment and the overall U.S. beer market. In Fiscal 2024, Modelo Especial became the #1 beer brand in the U.S. beer market in dollar sales. Within wine and spirits, we have reshaped our brand portfolio to a higher-end focused business and continue to expand our supply channels through DTC and international markets. The strength of our brands makes us a supplier of choice to many of our consumers and our customers, which 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 because we believe elevating human connections is Worth Reaching For. It is worth our dedication, hard work, and calculated risks to anticipate market trends and deliver more for our consumers, shareholders, employees, and industry. This dedication is what has driven us to become one of the fastest-growing, large CPG companie

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