STZ INVESTOR OVERVIEW PRESENTATION

2Q'22

FORWARD-LOOKING STATEMENTS

This presentation contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements can be identified by the use of statements that include words such as "anticipate", "plan", "continue", "estimate", "expect", "exceed", "may", "will", "project", "predict", "propose", "potential", "targeting", "exploring", "scheduled", "implementing", "intend", "could", "might", "should", "believe", and similar words or expressions, although not all forward-looking statements contain such identifying words. These statements may relate to business strategy, future operations, future beer business capacity, future financial position, future growth, expected cash flows, future leverage ratios, future gross margin and future operating margin, future payments of dividends, prospects, plans and objectives of management, strategic business initiatives, inflation, financial metrics and expected operating performance, amount, manner and timing of share repurchases, future ownership levels in Canopy, and future environmental, corporate social responsibility, or diversity, equity and inclusion commitments, strategies, objectives and metrics and the time periods to achieve goals associated with those commitments, strategies, objectives and metrics, as well as information concerning expected actions of third parties, including but not limited to action by regulatory or governmental agencies which may result in potential changes to international trade agreements, tariffs, taxes, or other governmental rules or regulations, or other action by regulatory and governmental agencies. Information provided in this presentation is necessarily summarized and may not contain all available material information. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those set forth in, or implied by, such forward-looking statements. The forward-looking statements are based on current expectations of the management of Constellation and should not be construed in any manner as a guarantee that such results will occur or will occur on the timetables contemplated hereby.

Forward-looking statements in this presentation include, but are not limited to, statements with respect to: (i) the anticipated effects and benefits of Constellation's investment in Canopy and potential benefits to Canopy; (ii) the ability of Canopy to grow its business, operations, and activities; (iii) potential impacts on Canopy's growth prospects; (iv) potential opportunities in the Canadian, U.S., and global cannabis markets, including for growth in sales, supply, revenue, cultivation, and processing; (v) the potential for future form factors and product development; (vi) the availability or benefit of Canopy's existing contractual relationships, including provincial supply agreements; (vii) the ability of Canopy to achieve market scale; (viii) future Canopy revenue run rate and expected timing; (ix) future ownership levels in Canopy, Canopy's future outstanding share capital, exercise by Constellation of any warrants, and any potential consolidation; (x) the abilities of management of Canopy and composition of Canopy's management team; (xi) total addressable market, potential future profitability, market shares, and operating margins to be achieved in CBD, medical and recreational cannabis markets and estimated timeframes; (xii) trade agreements or tariffs; (xiii) product development; (xiv) clinical trial work; (xv) current and future acquisition, disposition and investment activities; (xvi) impact of the transactions which sold a portion of Constellation's wine and spirits business ("Wine and Spirits Divestitures") and amount and timing of cost reductions, if any; (xvii) amount, timing and source of funds of future Constellation dividends or share repurchases; (xviii) Constellation's ability and timetable to achieve expected cash flows, operating margin, gross profit, gross margin, target growth, including sales growth and volume growth, and target EBIT, target debt leverage ratio and expected net debt to LTM EBITDA ratios; (xix) the triggering event date of Canopy's potential future transactions with Acreage Holdings, Inc. ("Acreage"), with TerrAscend Corp. ("TerrAscend"), and with Wana Brands ("Wana Brands" being, collectively, Mountain High Products, LLC, Wana Wellness, LLC, and Cima Group, LLC) and the potential impact of such transactions; (xx) Canopy's potential repurchase of its shares issuable following the triggering event date of its potential future transaction with Acreage; (xxi) cannabis legalization; (xxii) the ability of Constellation's Divisions to grow their businesses, operations, and activities; (xxiii) potential opportunities in the U.S. and global wine and spirits markets and the U.S. beer market; and (xxiv) the potential for future product development and ability to maintain market scale; as well as forward-looking statements also applicable to future global economic conditions; market conditions; other regulatory conditions; the current COVID-19 pandemic; unanticipated environmental liabilities and costs; changes to international trade agreements or tariffs; timing of accounting elections or assertions or changes in accounting elections, assertions, or standards; changes in tax laws, tax rates, interest rates, and foreign exchange rates; the actions of competitors; beer expansion and construction activities; and consumer preferences.

Forward-looking statements are based on certain assumptions, estimates, expectations, analyses, and opinions made by management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Many of these factors are beyond the control of Constellation or Canopy. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statement, including, but not limited to, duration and impact of the COVID-19 pandemic, including but not limited to the impact and severity of new variants, the efficacy of the vaccine rollout, the closure of non-essential businesses, which may include our manufacturing facilities, and other associated governmental containment actions, quarantines, and curfews, and the increase in cyber-security attacks that have occurred while non-production employees work remotely; the accuracy of supply projections, including those relating to wine and spirits operating activities, beer operations expansion activities, product inventory levels, glass sourcing, and raw materials and water supply expectations may vary from management's current estimates due to, among other things, actual consumer demand and production or shipping difficulties actually encountered; receipt of any necessary regulatory approvals; the actual impact to supply, production levels, and costs due to wildfires or severe weather events may vary from Constellation's current expectations due to, among other reasons, the actual severity and geographical reach of wildfires or severe weather events; production or shipment difficulties could adversely affect our ability to supply our customers; accuracy of all projections; risks relating to the cannabis industry, including legalization; risks relating to the demand for cannabis products; risks relating to future growth; risks relating to competition in our industry or in the cannabis industry; financing risks; market risks; risks to the economy; regulatory risks; risks relating to global financial conditions; reliance on key personnel; operational risks inherent in the conduct of cannabis activities; increases in capital or operating costs; the risk of delays or increased costs that may be encountered during Canopy's growth; environmental risks; Constellation's ability to achieve expected cash flows, target debt leverage ratios, operating margin, expected net debt to LTM EBITDA ratios, and timeframe in which expected cash flows, operating margin, and target debt leverage ratio will be achieved will depend upon market conditions and actual financial performance; expected benefits of the investment in Canopy may not materialize in the manner or timeframe expected, or at all; amount and timing of future Constellation dividends are subject to the determination and discretion of its Board of Directors; changes to international trade agreements or tariffs; beer operations expansion and construction activities take place on expected scope, terms, costs and timetable, and amount of impairment from non-recoverable brewery construction assets in Mexico may vary from management's current estimates due to market conditions, our cash and debt position, receipt of regulatory approvals by the expected dates and on the expected terms, results of discussions with government officials, actual amount of non-recoverable brewery assets, and other factors determined by management; operating and financial risks related to managing growth; the amount, timing and source of funds of any share repurchases; the accuracy of projections associated with previously announced acquisitions, investments and divestitures; accuracy of forecasts relating to joint venture businesses; accuracy of other projections associated with Canopy; the actual amount and timing of cost reductions will vary based on management's final plans; any incremental contingent consideration payment paid ; any specific amount of contingent consideration payment received, if any, in association with the Wine and Spirits Divestitures, will vary based on actual future brand performance; and other factors and uncertainties disclosed from time to time in Constellation Brands, Inc.'s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended February 28, 2021. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The actual impact of COVID-19 and its associated operating environment may be materially different than management's expectations. There can be no assurance Constellation will receive any incremental contingent consideration payment or any specific amount of incremental consideration payment in association with the Wine and Spirits Divestitures. There also can be no assurance that the triggering event for Canopy's intended future transactions with Acreage, with TerrAscend and with Wana Brands will occur. Forward-looking statements are made as of October 18, 2021, and Constellation does not intend and expressly disclaims any obligation to update or revise the forward-looking information contained in this presentation, except as required by law. Accordingly, readers are cautioned not to place undue reliance on forward-looking information.

| 2

USE OF NON-GAAP FINANCIAL MEASURES, DISCLAIMER, AND CAUTION REGARDING OUTDATED MATERIAL

This presentation may contain non-GAAP financial measures. These measures, the purposes for which management uses them, why management believes they are useful to investors, and a reconciliation to the most directly comparable GAAP financial measures can be found in the appendix of this presentation. All references to profit measures and earnings per share on a comparable basis exclude items that affect comparability. Non-GAAP financial measures are also referred to as being presented on a comparable, organic, or constant currency basis.

The notes offered under the Company's commercial paper program have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This presentation shall not constitute an offer to sell or the solicitation of an offer to buy the Company's notes under the commercial paper program.

Unless otherwise indicated, the information presented is as of October 18, 2021. Thereafter, it should be considered historical and not subject to further update by the Company.

| 3

CONSTELLATION BRANDS TODAY

POWERFUL COLLECTION OF CONSUMER CONNECTED

HIGHER-MARGIN PREMIUM BRANDS

BEER

WINE AND SPIRITS

MAJOR BRAND FAMILIES: MODELO, CORONA, AND PACIFICO

MAJOR BRANDS: WOODBRIDGE, SVEDKA, ROBERT MONDAVI

PRIVATE SELECTION, RUFFINO, KIM CRAWFORD, MEIOMI, SIMI,

ROBERT MONDAVI WINERY, PRISONER PORTFOLIO, AND HIGH WEST

HIGHLIGHTS:

PORTFOLIO

#1 SUPPLIER IN THE HIGH-END(1)

HIGHLIGHTS:

MODELO ESPECIAL

#3 SUPPLIER IN THE U.S. WINE MARKET

#2 BEER BRAND IN THE U.S. BEER INDUSTRY

WOODBRIDGE

#1 BEER IN THE HIGH-END

#5 WINE IN THE U.S. WINE MARKET

#1 BEER IN THE STATE OF CALIFORNIA

SVEDKA

CORONA EXTRA

#3 MAINSTREAM VODKA(3)

#3 BEER IN THE HIGH-END

KIM CRAWFORD

#5 BEER IN THE U.S. BEER INDUSTRY

#1 SAUVIGNON BLANC

PACIFICO

MEIOMI

#8 IMPORT IN THE U.S. BEER INDUSTRY

#1 PINOT NOIR

#7 BEER IN THE STATE OF CALIFORNIA

THE PRISONER

DOMINANCE WITH GENERATION Z CONSUMERS (2)

#4 SUPER LUXURY WINE BRAND(4)

HIGH WEST PORTFOLIO

EXPANDING INTO A TOP GROWTH CATEGORY

Source: IRI, Total U.S. Multi-Outlet + Convenience, Dollar Sales for the 12 weeks ending September 5, 2021

(1) High-End beer defined above >$25.00 per case

(3) Mainstream vodka defined <$11 per bottle at retail

(2) Generation Z consumers were born between 1997 and 2012

(4) Super luxury price segment is Wine >$25 per bottle at retail

  • 4

STZ INVESTMENT CONSIDERATIONS

BEST IN CLASS BEER GROWTH AND OPERATING MARGIN STRUCTURE (1)

OPTIMIZED WINE & SPIRITS PORTFOLIO

TO ACHIEVE LSD - MSD REVENUE GROWTH &

MIGRATING TO

30% OPERATING MARGIN

CANOPY GROWTH: A GLOBAL LEADER IN

PLAN TO PROVIDE $5 BILLION IN

CANNABIS SALES WITH A LEADING MARKET

CASH RETURNS TO SHAREHOLDERS

SHARE POSITION IN THE CANADIAN

WHILE STAYING COMMITTED TO INVESTMENT

RECREATIONAL CANNABIS MARKET (2)

GRADE RATING (3)

SUSTAINING

BUILDING

PROFITABLE

SHAREHOLDER

GROWTH

VALUE

(1) Beer business growth per IRI, Total U.S. Multi-Outlet + Convenience, 12 weeks ending September 5, 2021

(2) Source: Canopy Growth Corporation first quarter fiscal 2022 company information

| 5

(3) Capital return program from FY20 through FY23

LSD = Low single digits; MSD = Mid single digits

Attachments

  • Original document
  • Permalink

Disclaimer

Constellation Brands Inc. published this content on 25 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 October 2021 19:35:07 UTC.