Item 2.02 Results of Operations and Financial Condition.
On
The information in the release is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
The release contains non-GAAP financial measures; in the release these are
referred to as "comparable" or "organic" measures. For purposes of Regulation G,
a non-GAAP financial measure is a numerical measure of a registrant's historical
or future financial performance, financial position or cash flows that excludes
amounts, or is subject to adjustments that have the effect of excluding amounts,
that are included in the most directly comparable measure calculated and
presented in accordance with GAAP in the statement of income, balance sheet, or
statement of cash flows (or equivalent statements) of the issuer; or includes
amounts, or is subject to adjustments that have the effect of including amounts,
that are excluded from the most directly comparable measure so calculated and
presented. In this regard, GAAP refers to generally accepted accounting
principles in
Comparable measures, including those presenting the impact of the Company's
equity method investment in Canopy Growth Corporation ("Canopy"), and organic
net sales measures are provided because management uses this information in
monitoring and evaluating the results and underlying business trends of the core
operations of the Company and/or in internal goal setting. In addition, the
Company believes this information provides investors valuable insight on
underlying business trends and results in order to evaluate year-over-year
financial performance. As such, the following items, including any related
income tax effect, are excluded from comparable basis results, when appropriate:
restructuring and other strategic business development costs; net gain (loss) on
the mark to fair value of undesignated commodity derivative contracts;
accelerated depreciation in connection with certain restructuring and other
strategic business development costs; flow through of inventory step-up
associated with acquisitions and equity method investments; settlements of
undesignated commodity derivative contracts; recovery of (loss on) inventory
write-down; impairment of certain intangible assets and assets held for sale;
transaction, integration, and other acquisition-related costs recognized in
connection with acquisitions, divestitures, and investments; certain other
selling, general, and administrative gains (losses); net loss on change in fair
value of derivative instrument entered into to hedge the
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result of tax reform in
Canopy equity earnings (losses) and related activities comparable measures are
provided because management uses this information to monitor our investment in
Canopy. In addition, the Company believes this information provides investors
valuable insight on underlying business trends and results in order to evaluate
year-over-year financial performance. As such, the following items, including
any related income tax effect, are excluded from Canopy comparable basis
results, when appropriate: impact from the
Item 7.01 Regulation FD Disclosure.
On
References to Constellation's website and/or other social media sites or platforms in the release do not incorporate by reference the information on such websites, social media sites or platforms into this Current Report on Form 8-K, and Constellation disclaims any such incorporation by reference. The information in the news release attached as Exhibit 99.1 is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, and is not otherwise subject to the liabilities of that section. Such information may be incorporated by reference in another filing under the Securities Exchange Act of 1934 or the Securities Act of 1933 only if and to the extent such subsequent filing specifically references the information incorporated by reference herein.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
For the exhibit that is furnished herewith, see the Index to Exhibits immediately following.
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