Constellation Brands, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Fair Value of Financial Instruments (Tables)

Fair Value of Financial Instruments (Tables)

12 Months Ended

Feb. 28, 2021

The inputs used to estimate the fair value of the Canopy warrants are as follows:


	February 28, 2021 (1)(2)						February 29, 2020 (2)
	Tranche A Warrants (3)			Tranche B Warrants (4)			Tranche A Warrants (3)			Tranche B Warrants (4)			November 2017 Canopy Warrants (3)
Exercise price (5)	C$	50.40		C$	76.68		C$	50.40		C$	76.68		C$	12.98
Valuation date stock price (6)	C$	41.90		C$	41.90		C$	25.17		C$	25.17		C$	25.17
Remaining contractual term (7)	2.7 years			5.7 years			3.7 years			6.7 years			0.2 years
Expected volatility (8)	70.0		%	70.0		%	70.0		%	70.0		%	105.3		%
Risk-free interest rate (9)	0.5		%	1.1		%	1.1		%	1.1		%	1.5		%
Expected dividend yield (10)	0.0		%	0.0		%	0.0		%	0.0		%	0.0		%

(1)The November 2017 Canopy Warrants were exercised on May 1, 2020 and as such are not included in the table as of February 28, 2021. For additional information on the November 2017 Canopy Warrants and the related exercise, refer to Note 10.

(2)The exercise price for the Tranche C Warrants is based on the VWAP Exercise Price and are not included in the table as there is no fair value assigned.

(3)The fair value is estimated using the Black-Scholes option-pricing model (Level 2 fair value measurement).

(4)The fair value is estimated using Monte Carlo simulations (Level 2 fair value measurement).

(5)Based on the exercise price from the applicable underlying agreements.

(6)Based on the closing market price for Canopy common stock on the TSX as of the applicable date.

(7)Based on the following expiration dates:


November 2017 Canopy Warrants						May 1, 2020
Tranche A Warrants						November 1, 2023
Tranche B Warrants						November 1, 2026

(8)Based on consideration of historical and/or implied volatility levels of the underlying equity security and limited consideration of historical peer group volatility levels.

(9)Based on the implied yield currently available on Canadian Treasury zero coupon issues with a remaining term equal to the expiration date of the applicable warrants.

(10)Based on historical dividend levels.

The inputs used to estimate the fair value of the Canopy Debt Securities are as follows:


	February 28, 2021			February 29, 2020
Conversion price (1)	C$	48.17		C$	48.17
Valuation date stock price (2)	C$	41.90		C$	25.17
Remaining term (3)	2.4 years			3.4 years
Expected volatility (4)	57.6		%	58.2		%
Risk-free interest rate (5)	0.4		%	1.1		%
Expected dividend yield (6)	0.0		%	0.0		%

(1)Based on the rate which the Canopy Debt Securities may be converted into equity shares, or the equivalent amount of cash, at the option of the issuer.

(2)Based on the closing market price for Canopy common stock on the TSX as of the applicable date.

(3)Based on the contractual maturity date of the notes.

(4)Based on historical volatility levels of the underlying equity security, reduced for certain risks associated with debt securities.

(5)Based on the implied yield currently available on Canadian Treasury zero coupon issues with a term equal to the remaining contractual term of the Canopy Debt Securities.

(6)Based on historical dividend levels.

The inputs used to estimate the fair value of the November 2018 Canopy Warrants as of the June 27, 2019 modification date, were as follows:


	Tranche A Warrants (1)			Tranche B Warrants (1)
Exercise price	$	50.40		$	76.68
Valuation date stock price	$	53.36		$	53.36
Remaining contractual term	4.3 years			7.3 years
Expected volatility	66.7		%	66.7		%
Risk-free interest rate	1.4		%	1.4		%
Expected dividend yield	0.0		%	0.0		%

(1)Refer to Note 7 for input descriptions.

Financial assets and liabilities measured at fair value on a recurring basis

The following table presents our financial assets and liabilities measured at estimated fair value on a recurring basis:


	Fair Value Measurements Using
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
(in millions)
February 28, 2021
Assets:
Foreign currency contracts	$	—	$	76.6	$	—	$	76.6
Commodity derivative contracts	$	—	$	21.2	$	—	$	21.2
Equity securities (1)	$	—	$	1,639.7	$	—	$	1,639.7
Canopy Debt Securities (1)	$	—	$	176.3	$	—	$	176.3


Liabilities:
Foreign currency contracts	$	—	$	9.7	$	—	$	9.7
Commodity derivative contracts	$	—	$	5.3	$	—	$	5.3



February 29, 2020
Assets:
Foreign currency contracts	$	—	$	96.3	$	—	$	96.3
Commodity derivative contracts	$	—	$	0.6	$	—	$	0.6
Equity securities (1)	$	—	$	991.5	$	—	$	991.5
Canopy Debt Securities (1)	$	—	$	125.6	$	—	$	125.6
Liabilities:
Foreign currency contracts	$	—	$	34.4	$	—	$	34.4
Commodity derivative contracts	$	—	$	40.9	$	—	$	40.9
Interest rate swap contracts	$	—	$	0.8	$	—	$	0.8
Treasury lock contracts	$	—	$	7.6	$	—	$	7.6


(1)	Unrealized net gain (loss) from the changes in fair value of our securities measured at fair value recognized in income (loss) from unconsolidated investments, are as follows:
			February 28, 2021		February 29, 2020
	(in millions)

	November 2017 Canopy Warrants (i)		(61.8)		(543.7)
	November 2018 Canopy Warrants (ii)		823.3		(1,488.1)
	Canopy Debt Securities		40.5		(94.6)
			$	802.0	$	(2,126.4)

	(i)	The November 2017 Canopy Warrants were exercised in May 2020. For additional information on the November 2017 Canopy Warrants and the related exercise, refer to Note 10.
	(ii)	The terms of the November 2018 Canopy Warrants were modified in June 2019. For additional information on the November 2018 Canopy Warrants and the related modification, refer to Note 10. For the year ended February 29, 2020, amounts are net of a $1,176.0 million unrealized gain resulting from the June 2019 Warrant Modification.

Assets and liabilities measured at estimated fair value on a nonrecurring basis

The following table presents our assets and liabilities measured at estimated fair value on a nonrecurring basis for which an impairment assessment was performed for the periods presented:


	Fair Value Measurements Using
	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Losses
(in millions)
For the Year Ended February 28, 2021

Long-lived assets held for sale	$	—	$	—	$	—	$	24.0
Trademarks	—		—		4.0		6.0
	$	—	$	—	$	4.0	$	30.0

For the Year Ended February 29, 2020
Long-lived assets held for sale	$	—	$	—	$	949.3	$	449.7
Trademarks (1)	—		—		—		11.0
	$	—	$	—	$	949.3	$	460.7

For the Year Ended February 28, 2019
Trademarks	$	—	$	—	$	28.0	$	108.0

(1) The balance at February 29, 2020, has been reclassified to assets held for sale (see “Trademarks” below for further discussion).