STZ 10-K Annual Report Feb. 28, 2019 | Alphaminr
CONSTELLATION BRANDS, INC.
ALPHAMINR

STZ 10-K Fiscal year ended Feb. 28, 2019

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CONSTELLATION BRANDS, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Subscription Agreement, dated as of August 14, 2018, by and between CBG Holdings LLC and Canopy Growth Corporation, including, among other things, a form of the Amended and Restated Investor Rights Agreement (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K dated August 14, 2018, filed August 16, 2018 and incorporated herein by reference). 2.2 Foreign Exchange Rate Agreement dated October 26, 2018, between CBG Holdings LLC and Canopy Growth Corporation (filed as Exhibit 2.2 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2018 and incorporated herein by reference). 2.3 Asset Purchase Agreement made and entered into by and between the Company and E. & J. Gallo Winery (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K dated April 3, 2019, filed April 8, 2019 and incorporated herein by reference). 3.1 Restated Certificate of Incorporation of the Company (filed as Exhibit3.1 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2009 and incorporated herein by reference).# 3.2 Certificate of Amendment to the Certificate of Incorporation of the Company (filed as Exhibit3.2 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2009 and incorporated herein by reference).# 3.3 By-Laws of the Company, amended and restated as of October 3, 2018 (filed as Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2018 and incorporated herein by reference). 4.1 Indenture, dated as of April 17, 2012, by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated April 17, 2012, filed April 23, 2012 and incorporated herein by reference).# 4.2 Supplemental Indenture No. 1, with respect to 6.0% Senior Notes due May 2022, dated as of April 17, 2012, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (no longer outstanding ) (filed as Exhibit 4.1.1 to the Companys Current Report on Form 8-K dated April 17, 2012, filed April 23, 2012 and incorporated herein by reference).# 4.3 Supplemental Indenture No. 3, with respect to 3.75% Senior Notes due May 2021, dated as of May14, 2013, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 14, 2013, filed May 16, 2013 and incorporated herein by reference).# 4.4 Supplemental Indenture No. 4, with respect to 4.25% Senior Notes due May 2023, dated as of May14, 2013, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated May 14, 2013, filed May 16, 2013 and incorporated herein by reference).# 4.5 Supplemental Indenture No.5, dated as of June7, 2013, among the Company, Constellation Brands Beach Holdings, Inc., Crown ImportsLLC, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit4.4 to the Companys Current Report on Form8-K dated June7, 2013, filed June11, 2013 and incorporated herein by reference).# 4.6 Supplemental Indenture No. 6 dated as of May 28, 2014, among the Company, Constellation Marketing Services, Inc., and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.21 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2014 and incorporated herein by reference).# 4.7 Supplemental Indenture No. 7, with respect to 3.875% Senior Notes due 2019, dated as of November 3, 2014, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated November 3, 2014, filed November 7, 2014 and incorporated herein by reference).# 4.8 Supplemental Indenture No. 8, with respect to 4.750% Senior Notes due 2024, dated as of November 3, 2014, among the Company as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Companys Current Report on form 8-K dated November 3, 2014, filed November 7, 2014 and incorporated herein by reference).# 4.9 Supplemental Indenture No. 9, with respect to 4.750% Senior Notes due 2025, dated December 4, 2015, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current report on Form 8-K, dated December 4, 2015, filed December 8, 2015 and incorporated herein by reference). 4.10 Supplemental Indenture No. 10, dated as of January 15, 2016, among the Company, Home Brew Mart, Inc., and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.26 to the Companys Annual Report on Form 10-K for the fiscal year ended February 29, 2016 and incorporated by reference). 4.11 Supplemental Indenture No. 11 with respect to 3.700% Senior Notes due 2026, dated as of December 6, 2016, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee, (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated December 6, 2016, filed December 6, 2016 and incorporated herein by reference). 4.12 Supplemental Indenture No. 12 with respect to 2.700% Senior Notes due 2022, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated May 9, 2017, filed May 9, 2017 and incorporated herein by reference). 4.13 Supplemental Indenture No. 13 with respect to 3.500% Senior Notes due 2027, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated May 9, 2017, filed May 9, 2017 and incorporated herein by reference). 4.14 Supplemental Indenture No. 14 with respect to 4.500% Senior Notes due 2047, dated as of May 9, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated May 9, 2017, filed May 9, 2017 and incorporated herein by reference). 4.15 Supplemental Indenture No. 15 with respect to 2.000% Senior Notes due 2019, dated as of November 7, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated November 7, 2017, filed November 7, 2017 and incorporated herein by reference). 4.16 Supplemental Indenture No. 16 with respect to 2.250% Senior Notes due 2020 dated as of November 7, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated November 7, 2017, filed November 7, 2017 and incorporated herein by reference). 4.17 Supplemental Indenture No. 17 with respect to 2.650% Senior Notes due 2022, dated as of November 7, 2017, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated November 7, 2017, filed November 7, 2017 and incorporated herein by reference). 4.18 Supplemental Indenture No. 18 with respect to 3.200% Senior Notes due 2023, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated February 7, 2018, filed February 7, 2018 and incorporated herein by reference). 4.19 Supplemental Indenture No. 19 with respect to 3.600% Senior Notes due 2028, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated February 7, 2018, filed February 7, 2018 and incorporated herein by reference). 4.20 Supplemental Indenture No. 20 with respect to 4.100% Senior Notes due 2048, dated as of February 7, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated February 7, 2018, filed February 7, 2018 and incorporated herein by reference). 4.21 Supplemental Indenture No. 21 with respect to Senior Floating Rate Notes due 2021, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated October 29, 2018, filed October 29, 2018 and incorporated herein by reference). 4.22 Supplemental Indenture No. 22 with respect to 4.400% Senior Notes due 2025, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated October 29, 2018, filed October 29, 2018 and incorporated herein by reference). 4.23 Supplemental Indenture No. 23 with respect to 4.650% Senior Notes due 2028, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated October 29, 2018, filed October 29, 2018 and incorporated herein by reference). 4.24 Supplemental Indenture No. 24 with respect to 5.250% Senior Notes due 2048, dated as of October 29, 2018, among the Company, as Issuer, certain subsidiaries, as Guarantors, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.4 to the Companys Current Report on Form 8-K dated October 29, 2018, filed October 29, 2018 and incorporated herein by reference). 4.25 Restatement Agreement, dated as of September 14, 2018, by and among the Company, CB International Finance S. r.l., certain of the Companys subsidiaries as guarantors, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto, including the Eighth Amended and Restated Credit Agreement dated as of September 14, 2018, by and among the Company, CB International Financing S. r.l., Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K dated September 14, 2018, filed September 19, 2018 and incorporated herein by reference). 4.26 Term Loan Credit Agreement, dated as of September 14, 2018, by and among the Company, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (filed as Exhibit 4.2 to the Companys Current Report on Form 8-K dated September 14, 2018, filed September 19, 2018 and incorporated herein by reference). 10.1 Constellation Brands, Inc. Long-Term Stock Incentive Plan, amended and restated as of July 18, 2017 (filed as Exhibit10.4 to the Companys Current Report on Form8-K dated July18, 2017, filed July20, 2017 and incorporated herein by reference).* 10.2 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April1, 2008 and before April 6, 2009) (filed as Exhibit10.1 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended August31, 2008 and incorporated herein by reference).*# 10.3 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April6, 2009 and before April5, 2010) (filed as Exhibit99.1 to the Companys Current Report on Form8-K dated April6, 2009, filed April9, 2009 and incorporated herein by reference).*# 10.4 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April5, 2010 and before April3, 2012) (filed as Exhibit99.1 to the Companys Current Report on Form8-K, dated April5, 2010, filed April9, 2010 and incorporated herein by reference).*# 10.5 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April3, 2012 and before April28, 2014) (filed as Exhibit99.1 to the Companys Current Report on Form8-K dated April3, 2012, filed April5, 2012 and incorporated herein by reference).*# 10.6 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 25, 2016) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 28, 2014, filed May 1, 2014 and incorporated herein by reference).*# 10.7 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April 25, 2016 and before April 21, 2017) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference).* 10.8 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April 21, 2017 and before April 23, 2018) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 21, 2017, filed April 25, 2017 and incorporated herein by reference).* 10.9 Form of Terms and Conditions Memorandum for Employees with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after April 23, 2018) ( filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 23, 2018, filed April 26, 2018 and incorporated herein by reference).* 10.10 Form of Restricted Stock Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (grants on or after April 26, 2013 and before April 28, 2014) (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 26, 2013, filed May 1, 2013 and incorporated herein by reference).*# 10.11 Form of Restricted Stock Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (grants on or after April 28, 2014 and before April 28, 2015) (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 28, 2014, filed May 1, 2014 and incorporated herein by reference).* # 10.12 Form of Restricted Stock Unit Agreement with respect to Companys Long-Term Stock Incentive Plan (awards on or after April 28, 2015 and before April 25, 2016) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated April 28, 2015, filed May 1, 2015 and incorporated herein by reference).* 10.13 Form of Restricted Stock Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 25, 2016 and before April 21, 2017) (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference).* 10.14 Form of Restricted Stock Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 21, 2017 and before April 23, 2018) (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 21, 2017, filed April 25, 2017 and incorporated herein by reference).* 10.15 Form of Restricted Stock Unit Agreement for Employees with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 23, 2018) ( filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 23, 2018, filed April 26, 2018 and incorporated herein by reference).* 10.16 Form of Restricted Stock Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (relating to cliff vested awards) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated July24, 2013, filed July 26, 2013 and incorporated herein by reference).*# 10.17 Form of Restricted Stock Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (providing for ratable vesting over three years) (filed as Exhibit 10.20 to the Companys Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference).* 10.18 Form of Performance Share Unit Agreement for Executives with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 28, 2015 and before April 25, 2016) (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated April 28, 2015, filed May 1, 2015 and incorporated herein by reference).* 10.19 Form of Performance Share Unit Agreement for Non-Executive Employees with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 28, 2014 and before April 28, 2015) (filed as Exhibit 10.26 to the Companys Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference).* 10.20 Form of Performance Share Unit Agreement for Non-Executive Employees with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 28, 2015 and before April 25, 2016) (filed as Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2015 and incorporated herein by reference).* 10.21 Form of Performance Share Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 25, 2016 and before April 21, 2017) (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference).* 10.22 Form of Performance Share Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 21, 2017 and before April 23, 2018) (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K dated April 21, 2017, filed April 25, 2017 and incorporated herein by reference).* 10.23 Form of Performance Share Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (awards on or after April 23, 2018) ( filed as Exhibit 10.3 to the Companys Current Report on Form 8-K dated April 23, 2018, filed April 26, 2018 and incorporated herein by reference).* 10.24 Form of Performance Share Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (relating to specified performance criteria) (filed as Exhibit 10.28 to the Companys Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference).* 10.25 Form of Performance Share Unit Agreement with respect to the Companys Long-Term Stock Incentive Plan (relating to contingent grants) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 19, 2018, filed October 22, 2018 and incorporated herein by reference).* 10.26 Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after July 17, 2008 and before July 22, 2010) (filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2008 and incorporated herein by reference).*# 10.27 Form of Terms and Conditions Memorandum for Directors with respect to a pro rata grant of options to purchase Class1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (filed as Exhibit99.1 to the Companys Current Report on Form8-K dated April20, 2010, filed April22, 2010 and incorporated herein by reference).*# 10.28 Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after July22, 2010 and before July 27, 2012) (filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2010 and incorporated herein by reference).*# 10.29 Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after July 27, 2012 and before July 23, 2014) (filed as Exhibit 10.3 to the Companys Current Report on Form8-K dated July 27, 2012, filed July31, 2012 and incorporated herein by reference).*# 10.30 Form of Terms and Conditions Memorandum for Directors with respect to grants of options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after July 23, 2014 and before July 20, 2016) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 23, 2014, filed July 25, 2014 and incorporated herein by reference).*# 10.31 Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after July 20, 2016 and before July 18, 2017) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 20, 2016, filed July 22, 2016 and incorporated herein by reference).* 10.32 Form of Terms and Conditions Memorandum for Directors with respect to options to purchase Class 1 Stock pursuant to the Companys Long-Term Stock Incentive Plan (grants on or after July 18, 2017) (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 18, 2017, filed July 20, 2017 and incorporated herein by reference).* 10.33 Form of Restricted Stock Award Agreement for Directors with respect to awards of restricted stock pursuant to the Companys Long-Term Stock Incentive Plan (awards on or after July 18, 2017) (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated July18, 2017, filed July 20, 2017 and incorporated herein by reference).* 10.34 Form of Restricted Stock Unit Agreement for Directors with respect to awards of restricted stock units pursuant to the Companys Long-Term Stock Incentive Plan (awards on or after July 18, 2017) (filed as Exhibit 10.3 to the Companys Current Report on Form 8-K dated July18, 2017, filed July 20, 2017 and incorporated herein by reference).* 10.35 Rules for Cash Incentive Awards under the Companys Long-Term Stock Incentive Plan (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated March 27, 2018, filed March 29, 2018 and incorporated herein by reference).* 10.36 Constellation Brands, Inc. Annual Management Incentive Plan, amended and restated as of July 27, 2012 (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 27, 2012, filed July 31, 2012 and incorporated herein by reference).*# 10.37 Constellation Brands, Inc. Non-Qualified Savings Plan (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated October 2, 2018, filed October 4, 2018 and incorporated herein by reference).* 10.41 Third Amendment to the Companys Supplemental Executive Retirement Plan (filed as Exhibit 99.2 to the Companys Current Report on Form 8-K dated April 7, 2005, filed April 13, 2005 and incorporated herein by reference).*# 10.42 2005 Supplemental Executive Retirement Plan of the Company (filed as Exhibit99.3 to the Companys Current Report on Form8-K dated April7, 2005, filed April13, 2005 and incorporated herein by reference).*# 10.43 First Amendment to the Companys 2005 Supplemental Executive Retirement Plan (filed as Exhibit10.7 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended May31, 2007 and incorporated herein by reference).*# 10.44 Second Amendment to the Companys 2005 Supplemental Executive Retirement Plan (filed as Exhibit10.2 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended November30, 2013 and incorporated herein by reference).*# 10.45 Third Amendment to the Companys 2005 Supplemental Executive Retirement Plan (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 2, 2018, filed October 4, 2018 and incorporated herein by reference).* 10.46 Amended and Restated Guarantee Agreement, dated as of July 14, 2017, made by the subsidiaries of Constellation Brands, Inc. from time to time party thereto and Constellation Brands, Inc., in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of the Lenders party to the Credit Agreement (filed as Exhibit10.1 to the Companys Current Report on Form8-K dated July 14, 2017, filed July 19, 2017 and incorporated herein by reference). 10.47 Guarantee Agreement (Term Loan Credit Agreement), dated as of September 14, 2018, made by the subsidiaries of Constellation Brands, Inc. from time to time party thereto in favor of Bank of America, N.A., as Administrative Agent, for the ratable benefit of the Lenders party to the Term Loan Credit Agreement (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated September 14, 2018, filed September 19, 2018 and incorporated herein by reference). 10.48 Form of Executive Employment Agreement between Constellation Brands, Inc. and its Chairman of the Board and its Vice Chairman of the Board (filed as Exhibit99.1 to the Companys Current Report on Form8-K dated May 21, 2008, filed May21, 2008 and incorporated herein by reference).*# 10.49 Form of Executive Employment Agreement between Constellation Brands, Inc. and certain Other Executive Officers (including F. Paul Hetterich) (filed as Exhibit99.2 to the Companys Current Report on Form8-K dated May 21, 2008, filed May21, 2008 and incorporated herein by reference).*# 10.50 Executive Employment Agreement made as of June 17, 2013, between Constellation Brands, Inc. and ThomasM. Kane (filed as Exhibit 10.9 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2013 and incorporated herein by reference).*# 10.51 Executive Employment Agreement made as of January 26, 2015, between Constellation Brands, Inc. and William A. Newlands (filed as Exhibit 10.57 to the Companys Annual Report on Form 10-K for the fiscal year ended February 28, 2015 and incorporated herein by reference).* 10.52 Executive Employment Agreement made as of June 29, 2015, between Constellation Brands, Inc. and David Klein (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated June 29, 2015, filed July 2, 2015 and incorporated herein by reference).* 10.53 Form of Executive Employment Agreement between Constellation Brands, Inc. and certain of its Other Executive Officers (including James O. Bourdeau and James A. Sabia, Jr.) (filed as Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2017 and incorporated herein by reference).* 10.54 Amended and Restated Sub-license Agreement, dated as of June 7, 2013, between Marcas Modelo, S. de R.L. de C.V. and Constellation Beers Ltd. (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated June7, 2013, filed June11, 2013 and incorporated herein by reference).+# 21.1 Subsidiaries of the Company (filed herewith). 23.1 Consent of KPMG LLP (filed herewith). 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith). 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith). 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith). 99.1 Constellation Brands, Inc. 1989 Employee Stock Purchase Plan (amended and restated as of July24, 2013) (filed as Exhibit99.1 to the Companys Current Report on Form8-K dated July24, 2013, filed July26, 2013 and incorporated herein by reference).*# 99.2 First Amendment, dated and effective April 25, 2016, to the Companys 1989 Employee Stock Purchase Plan (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K dated April 25, 2016, filed April 28, 2016 and incorporated herein by reference).* 99.3 Final Judgment filed with the United States District Court for the District of Columbia on October 24, 2013, together with Exhibits B and C (filed as Exhibit 99.1 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2013 and incorporated herein by reference).