STZConstellation Brands

We note your tabular presentations include numerous amounts; however, it is not clear if or how the amounts presented reconcile to consolidated amounts. In this regard, please address the following in future filings: • Clarify and explain if or how the separate segment operating income (loss) amounts reconcile to consolidated operating income (loss) amounts; • Clarify and explain if or how the separate segment

Rest of the question

income (loss) from unconsolidated investments amounts reconcile to consolidated income (loss) from unconsolidated investments amounts; and • Clarify or explain why the amounts identified as Canopy equity earnings (losses) appear to represent comparable non-GAAP amounts rather than reported GAAP amounts.

The Company acknowledges the Staff’s comment. In response to the first bullet, the Company respectfully advises the Staff that consolidated operating income (loss) amounts in the Filing are calculated as (i) Beer Segment operating income (loss), plus (ii) Wine and Spirits Segment operating income (loss), plus (iii) Corporate Operations and Other Segment operating income (loss), minus (iv) Comparable Adjustments to Consolidated operating income (loss).

In response to the second bullet, the Company respectfully advises the Staff that consolidated income (loss) from unconsolidated investment

Rest of the answer

amounts in the Filing are calculated as (i) Wine and Spirits Segment income (loss) from unconsolidated investments, plus (ii) Corporate Operations and Other Segment income (loss) from unconsolidated investments, plus (iii) Canopy equity earnings (losses), minus (iv) Comparable Adjustments to Consolidated income (loss) from unconsolidated investments. The Company also respectfully advises the Staff that in future filings the Company will remove segment, consolidated, and comparable income (loss) from unconsolidated investment amounts from the tabular presentation of “Summarized Segment and Income (Loss) from Unconsolidated Investments Information” and rename the section “Summarized Segment Information.”

In response to the third bullet, the Company respectfully advises the Staff that in future filings the Company will remove Canopy equity earnings (losses) from the tabular presentation of the renamed “Summarized Segment Information” section.

The Company would anticipate using the proposed presentation in Appendix A attached hereto in future filings, as appropriate, subject to developments between the date hereof and the date of such future filings. In order to provide additional clarity related to the Company’s response to the first bullet of the Staff’s comment, the consolidated operating income (loss) amounts in the proposed presentation in Appendix A are calculated as (i) Comparable adjustments to operating income (loss), plus (ii) Beer segment operating income (loss), plus (iii) Wine and Spirits segment operating income (loss), plus (iv) Corporate Operations and Other segment operating income (loss), plus (v) Canopy operating income (loss), plus (vi) Operating income (loss) listed under the Consolidation and Eliminations heading. Although the Company owns less than 100% of the outstanding shares of Canopy, in accordance with GAAP, 100% of Canopy’s results are included and subsequently eliminated in order to reconcile to the Company’s consolidated financial statements as shown under the Consolidation and Eliminations heading.

Read in the reply ↗

We note you present a financial measure you identify as Consolidated EBIT; however, it appears the measure is adjusted for items you identify as comparable adjustments; does not represent Consolidated EBIT presented in your consolidated statements of operations; is the same as a measure you also identify as Comparable EBIT; and is not appropriately reconciled to the most directly comparable GAAP measure.

Rest of the question

Please explain how you determined the title of this measure and related presentation is appropriate based on the guidance in Questions 100.05, 103.01 and 103.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or tell us how you plan to revise the disclosures in future filings.

The Company acknowledges the Staff’s comment. After considering the applicable guidance related to the use of non-GAAP financial measures set forth in Questions 100.05, 103.01, and 103.02 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, the Company respectfully advises the Staff that in future filings the Company will remove Consolidated EBIT from the tabular presentation of the renamed “Summarized Segment Information” section.

The Company respectfully advises the Staff that EBIT (earnings before interest and taxes) is

Rest of the answer

calculated as Net income (loss) attributable to CBI, excluding (i) Net income (loss) attributable to noncontrolling interests, (ii) Provision for (benefit from) income taxes, (iii) Loss on extinguishment of debt, and (iv) Interest expense. Each element of EBIT is a GAAP-reported amount and is not adjusted for any comparable adjustments. Comparable EBIT is calculated as EBIT minus Comparable adjustments.

The Company would anticipate (i) using the proposed presentation in Appendix A attached hereto in future filings and (ii) including both EBIT and Comparable EBIT in the tabular presentation of “Reconciliations of GAAP to Non-GAAP Financial Measures” section using the proposed presentation in Appendix B attached hereto in future filings, both as appropriate, subject to developments between the date hereof and the date of such future filings.

Read in the reply ↗

We note your reconciliations of GAAP to Non-GAAP Financial Measures presented on pages 13 and 15. We also note the format of the reconciliations remained unchanged in Earnings Releases you filed under Form 8-K in connection with your FY 2023 Form 10- Qs, including the Form 8-K you filed on January 5, 2023. It appears the reconciliations essentially represent non-GAAP income statements.

Rest of the question

Please explain to us how you determined the reconciliations are appropriate based on the revised guidance in Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures or tell us how you plan to revise them in future filings.

The Company acknowledges the Staff’s comment. After considering the applicable guidance related to the use of non-GAAP financial measures set forth in Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, the Company respectfully advises the Staff that in future filings the Company would anticipate using the proposed presentation in Appendix B attached hereto, as appropriate, subject to developments between the date hereof and the date of such future filings. Read in the reply ↗

We note your disclosures related to comparable adjustments on pages 14 and 16; however, it is not clear your disclosures are appropriate and fully comply with the requirements of Item 10(e)(1)(i)(B) of Regulation S-K, which requires separate quantification and disclosure of each non-GAAP adjustment, or the guidance in Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on

Rest of the question

Non- GAAP Financial Measures, which prohibits adjustments related to normal operating expenses. Please explain to us why you believe the current adjustments and related presentation is appropriate or tell us how you plan to revise future filings.

The Company acknowledges the Staff’s comment. After considering the applicable guidance related to the use of non-GAAP financial measures set forth in Item 10(e)(1)(i)(B) of Regulation S-K and Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, the Company respectfully advises the Staff that in future filings the Company would anticipate using the proposed presentation in Appendix C attached hereto, as appropriate, subject to developments between the date hereof and the date of such future filings.

Rest of the answer

To provide further clarity regarding the nature of the comparable adjustments, the proposed presentation in Appendix C includes a separate line-item quantification and description of each comparable adjustment. In instances where it may not be apparent from the line-item description of a comparable adjustment, the Company has included explanatory footnote disclosure with respect to such adjustment.

The Company does not believe any of the comparable adjustments it has listed are normal operating expenses as evidenced by the descriptive and footnote disclosures related to the comparable adjustments.

Read in the reply ↗

We note you present certain non-GAAP financial measures in which you exclude the impact of Canopy, an equity method investment. Please explain to us how you determined the non-GAAP financial measures are appropriate based on the guidance in

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company believes its presentation of certain non-GAAP financial measures in which the Company excludes the impact of Canopy, an equity method investment, complies with the applicable guidance related to the use of non-GAAP financial measures set forth in Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

The Company considered the following in determining that the exclusion of the impact of Canopy is not an individually

Rest of the answer

tailored recognition and measurement method as described in Question 100.04 as it does not: (i) change the pattern of recognition, (ii) reflect parts, but not all, of an accounting concept, or (iii) change the basis of accounting. In addition, the exclusion of the impact of Canopy neither adds transactions that are reflected on another company’s books nor renders the measure inconsistent with the economics of a transaction or an agreement.

The Company’s management uses financial measures excluding the impact of Canopy to monitor the Company’s core business and to incentivize its executives and other employees. For example, the Company does not internally forecast any future changes in the fair value of its Canopy investment measured at fair value or any future equity in earnings (losses) from its equity method investment in Canopy. Additionally, the Company’s short-term cash incentive program approved by its Human Resources Committee uses Comparable EBIT excluding Canopy equity in earnings (losses) as one of three performance measures for determining executive compensation, and it is also the threshold performance measure required for any payment to be made under the short-term cash incentive program. Accordingly, these financial measures that exclude the impact of Canopy enhance comparability between periods and provide additional information that is indicative of the Company’s current and future core operating performance as well as how its Human Resources Committee and management evaluate such performance for short-term incentive compensation purposes.

In addition, the Company provides its annual financial performance guidance to investors, financial analysts, ratings agencies, and other external users without any projected equity in earnings (losses) from its equity method investment in Canopy. Accordingly, the exclusion of the impact of Canopy from certain financial measures in the Company’s quarterly reporting enhances the comparability of its performance throughout the fiscal year relative to the Company’s annual guidance. Furthermore, such external users consistently use financial measures excluding Canopy equity earnings (losses) to assess the Company’s core operating performance, including in making comparisons to its industry competitors. As such, the Company believes that its presentation of certain non-GAAP financial measures excluding the impact of Canopy provides important transparency and valuable insight to external users that rely upon that information to understand how management views the Company’s performance and on underlying business trends and results in order to evaluate year-over-year financial performance of its ongoing core business, including relative to industry competitors.

Based on all of the foregoing considerations, the Company believes that disclosing certain non-GAAP financial measures which exclude the impact of Canopy does not represent an individually tailored accounting measure, but rather provides key insight into the Company’s core business in a manner consistent with how the Company and external users assess the business and measure performance. Furthermore, the Company respectfully submits that the non-GAAP presentation, together with the related disclosure of the purpose and use, as well as a presentation with equal or greater prominence of the most directly comparable GAAP measures is not misleading. On the contrary, the Company believes that it would be misleading to present only consolidated financial measures that do not exclude the impact of Canopy given the foregoing considerations.

However, in response to the Staff’s comment, the Company respectfully advises the Staff that in future filings the Company proposes to enhance its existing disclosure to provide additional clarity about the reasons for reporting certain non-GAAP financial measures which exclude the impact of Canopy. Below is an example of the proposed additional disclosure the Company would anticipate using in future filings within the Company’s Form 8-K, Exhibit 99.1 - Reconciliations of GAAP to Non-GAAP Financial Measures section (marked to show changes from the disclosures in the Filing), subject to developments between the date hereof and the date of such future filings:

Canopy Equity Earnings (Losses) and Related Activities (“Canopy EIE”)

Canopy EIE non-GAAP financial measures are provided because management uses this information to monitor our investment in Canopy. In addition, we believe this information provides investors, financial analysts covering the Company, ratings agencies, and other external users valuable insight to understand how management views the Company’s performance and on underlying business trends and results in order to evaluate year-over-year financial performance of our ongoing core business, including relative to industry competitors.

Read in the reply ↗

We note your response to prior comment 2 and the revisions to your disclosures related to Consolidated EBIT. We also note in the tabular presentation on page 1 of your recent earnings release you present Comparable EBIT and indicate Reported EBIT is N/A; however, it is not clear why Reported EBIT is N/A. It is also not clear your current presentation complies with Item 10(e)(1)(i)(A) of Regulation S-K.

Rest of the question

Please revise future filings to address the following: • Revise the tabular presentation on page 1 to present Reported EBIT, calculated based on the applicable amounts presented on the face of your GAAP statements of operations, or present the most directly comparable GAAP measure; • Ensure any amount you identify as EBIT, for example on page 13, represents EBIT, calculated based on the applicable amounts presented on the face of your GAAP statements of operations and as required by the guidance in Question 103.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non- GAAP Financial Measures; and • Revise the footnote to the table on page 1 to clearly indicate Comparable and Organic amounts represent non-GAAP financial measures.

The Company acknowledges the Staff’s comment. In response to the first bullet, the Company respectfully advises the Staff that in future filings the Company will revise the tabular presentation on page 1 to present Reported adjusted earnings before interest & taxes calculated based on the applicable amounts presented on the face of the Company’s GAAP statements of operations as Net income (loss) attributable to CBI, excluding (i) Net income (loss) attributable to noncontrolling interests, (ii) Provision for (benefit from) income taxes, (iii) Loss on extinguishment of debt, and (iv) Interest

Rest of the answer

expense. The Company would anticipate using the proposed presentation in Appendix A attached hereto in future filings, as appropriate, subject to developments between the date hereof and the date of such future filings.

In response to the second bullet, after considering the applicable guidance related to the use of EBIT set forth in Question 103.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures, the Company respectfully advises the Staff that in future filings the Company will rename the amounts currently identified as earnings before interest & taxes or EBIT as adjusted earnings before interest & taxes or Adjusted EBIT, respectively. The Company would anticipate using the proposed presentation (i) in Appendix A attached hereto of the heading of the tabular presentation on page 1 in future filings, and (ii) in Appendix B attached hereto in future filings, as appropriate, subject to developments between the date hereof and the date of such future filings.

In response to the third bullet, the Company respectfully advises the Staff that in future filings the Company will revise the footnote to the table on page 1 to clearly indicate comparable, adjusted, organic, and “excluding Canopy EIE” amounts are non-GAAP financial measures. The Company would anticipate using the proposed presentation in Appendix A attached hereto in future filings, as appropriate, subject to developments between the date hereof and the date of such future filings.

Read in the reply ↗

We note your responses to prior comments 4 and 5 and your revised disclosures related to comparable adjustments; however, we also note the most material comparable adjustments, related to the financial statement line item Income (loss) from unconsolidated investments, have not been appropriately quantified and explained as required by Item 10(e)(1)(i)(B) of Regulation S-K.

Rest of the question

Please provide us, and revise future filings to address, the following: • Separately quantify and discuss each adjustment needed to reconcile Canopy’s Reported equity earnings (losses) and Canopy’s Comparable equity earnings (losses) on pages 3 or 16, similar to your presentation of comparable adjustments related to gross profit and operating income; • Separately quantify and more fully discuss each adjustment included in the comparable adjustments related to the financial statement line item Income (loss) from unconsolidated investments on page 14, similar to your presentation of comparable adjustments related to gross profit and operating income; and • Consider revising the titles of the non-GAAP financial measures you identify as Diluted EPS Excluding Canopy, Comparable basis excluding Canopy EIE, and Comparable EPS, excluding Canopy EIE, since it appears the current titles may be confusing as several other non-GAAP financial measures you present, including Comparable Net income (loss) attributable to CBI, Comparable EBIT, and Comparable Diluted net income (loss) per share (EPS), also exclude material losses related to Canopy. This comment is also applicable to non-GAAP disclosures in future annual and quarterly exchange act filings.

The Company acknowledges the Staff’s comment. In response to the first and second bullets, the Company respectfully advises the Staff that in future filings the Company will separately quantify and discuss (i) each adjustment needed to reconcile Canopy’s Reported equity earnings (losses) and Canopy’s Comparable equity earnings (losses) and (ii) each adjustment included in the comparable adjustments related to the financial statement line item Income (loss) from unconsolidated investments.

Rest of the answer

The Company would anticipate using the proposed presentation in Appendices B and C attached hereto in future filings, as appropriate, subject to developments between the date hereof and the date of such future filings.

In response to the third bullet, the Company respectfully advises the Staff that measures which exclude Canopy EIE are intended to remove all of our equity in the earnings (losses) of Canopy and related activities on a reported basis. Below is an example of the proposed additional disclosure the Company would anticipate using in future filings within the Company’s Form 8-K, Exhibit 99.1 - Reconciliations of GAAP to Non-GAAP Financial Measures section (marked to show changes from the disclosures in the Filing) and within any applicable non-GAAP disclosures in future annual and quarterly exchange act filings, subject to developments between the date hereof and the date of such future filings:

Canopy Equity Earnings (Losses) and Related Activities (“Canopy EIE”)

The measures that exclude all of our equity in the earnings (losses) of Canopy and related activities on a reported basis are defined as “excluding Canopy EIE.” Financial measures excluding Canopy EIE are non-GAAP financial measures and are provided because management uses this information to monitor our investment in Canopy. In addition, we believe this information provides our investors valuable insight to understand how management views the Company’s performance and on underlying business trends and results in order to evaluate year-over-year financial performance of our ongoing core business, including relative to industry competitors.

Additionally, the Company respectfully advises the Staff in future filings the Company would rename the non-GAAP financial measure currently identified as “Diluted EPS Excluding Canopy” as “EPS Excluding Canopy EIE.” The Company would anticipate using the proposed presentation in Appendix A attached hereto of the heading of the tabular presentation on page 1 in future filings, as appropriate, subject to developments between the date hereof and the date of such future filings.

Read in the reply ↗

Please refer to page 54 of the proxy statement/prospectus included in the registration statement on Form S-4. We note that the penultimate paragraph provides the disclosure described in Item 1014(a) of Regulation M-A, as required by Exchange Act Rule 13e-3(e) along with a brief discussion of some of the factors considered or not considered by the Board.

Rest of the question

All of the factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally relevant to the fairness determination and should be discussed in reasonable detail. See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April 13, 1981). Please revise this section to either include the factors described in clauses (i), (ii), (vii) and (viii) of Instruction 2 to Item 1014 or explain why such factors were not deemed material or relevant.

The Company acknowledges the Staff’s comment and respectfully advises the

Staff that the Special Committee has not discussed or considered a maximum amount in discretionary fees it would pay to Centerview pursuant to the engagement letter.

We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact

Jennifer L. Lee by telephone at (212) 909-3021 or by email at jennifer.lee@kirkland.com or Carlo Zenkner by telephone at (212) 390-4109 or by email at carlo.zenkner@kirkland.com of Kirkland & Ellis LLP. Read in the reply ↗

Please refer to page 57 of the proxy statement/prospectus and refer to our preceding comment. Please revise this section to either include the factors described in clauses (i), (ii) and (viii) of Instruction 2 to Item 1014 or explain why such factors were not deemed material or relevant by the Sands Family Stockholders.

Rest of the question

If the procedural safeguard in Item 1014(d) was not considered, please explain why the parties believe the Rule 13e-3 transaction is fair in the absence of such safeguard.

No numbered answer found in the reply. Read the reply ↗

Refer to the last paragraph in this section of the proxy statement/prospectus. Please revise the disclosure to explain the "discretionary fee" and quantify the maximum amount that the Special Committee may choose to pay.

No numbered answer found in the reply. Read the reply ↗