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:
net gain (loss) on the mark to fair value of undesignated commodity derivative
contracts; restructuring and other strategic business development costs;
COVID-19 incremental costs; settlements 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; net loss on change
in fair value of derivative instrument entered into to hedge the
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
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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: restructuring and other strategic business development costs; unrealized net (gain) loss from the mark to fair value of securities measured at fair value and related activities; flow through of inventory step-up associated with acquisitions; share-based compensation expense related to acquisition milestones; acquisition costs; gain (loss) on dilution due to Canopy's issuance of additional stock; and other gains (losses), net. In addition, comparable measures for Canopy equity earnings (losses), including any related income tax effect, are also excluded from certain comparable basis results.
Item 7.01 Regulation FD Disclosure.
On
In addition, 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.
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