Business Context and Reporting Period
Company: Constellation Brands, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 4, 2018
Reporting Period: Third quarter ended November 30, 2017 (financial results announced January 5, 2018).
Key Financial Metrics
This filing serves as a notice of the release of financial results and corporate actions; specific revenue, profit, cash flow, margin, debt, and liquidity figures for the third quarter are contained in the attached news release (Exhibit 99.1) and are not explicitly detailed in the text of this Form 8-K.
Dividend Declaration:
- Class A Common Stock: $0.52 per share
- Class B Common Stock: $0.47 per share
- Class 1 Common Stock: $0.47 per share
- Payment Date: February 23, 2018
- Record Date: February 9, 2018
Material Changes and Corporate Actions
Share Repurchase Authorization: On January 4, 2018, the Board of Directors authorized a new share repurchase program for up to $3 billion of common stock. This authorization is in addition to the existing $1 billion authorization.
Non-GAAP Measures: The company utilizes "comparable" or "organic" measures for internal monitoring. These exclude items such as inventory step-up from acquisitions, commodity derivative settlements, transaction costs, restructuring charges, and the impact of the Canadian wine business divestiture.
Guidance, Outlook, and Risks
Forward-Looking Statements: The filing references guidance included in the January 5, 2018 news release. Management notes that projections involve risks and uncertainties, and actual results may vary materially from forecasts.
Regulatory Status: The information in the news release is "furnished" and not "filed" under Section 18 of the Securities Exchange Act of 1934, limiting liability for the forward-looking statements contained therein.
Investor Verification Checklist
- Review Exhibit 99.1 (News Release) for specific Q3 2017 revenue, net income, and cash flow figures.
- Verify the reconciliation of non-GAAP "organic" measures to GAAP financial measures in the news release.
- Confirm the total available share repurchase authorization is now $4 billion ($3 billion new + $1 billion existing).
- Check the record date (February 9, 2018) and payment date (February 23, 2018) for the declared dividends.
- Assess the impact of the Canadian wine business divestiture on year-over-year comparisons.