STZ 10-Q Quarterly Report Aug. 31, 2017 | Alphaminr
CONSTELLATION BRANDS, INC.
ALPHAMINR

STZ 10-Q Quarter ended Aug. 31, 2017

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CONSTELLATION BRANDS, INC.
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TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 4. Mine Safety DisclosuresItem 6. Exhibits

Exhibits

2.1 Membership Interest Purchase Agreement, dated as of June 28, 2012, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., Constellation Brands, Inc. and Anheuser-Busch InBev SA/NV (filed as Exhibit 2.1 to the Companys Amendment No. 1 to Current Report on Form 8-K/A dated June 28, 2012, filed November 9, 2012 and incorporated herein by reference).+ # 2.2 Amended and Restated Membership Interest Purchase Agreement, dated as of February 13, 2013, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., Constellation Brands, Inc. and Anheuser-Busch InBev SA/NV (filed as Exhibit 2.1 to the Companys Amendment No. 1 to Current Report on Form 8-K/A dated February 13, 2013, filed February 25, 2013 and incorporated herein by reference).+ 2.3 First Amendment dated as of April 19, 2013, to the Amended and Restated Membership Interest Purchase Agreement, dated as of February 13, 2013, among Constellation Beers Ltd., Constellation Brands Beach Holdings, Inc., Constellation Brands, Inc. and Anheuser-Busch InBev SA/NV (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K dated April 19, 2013, filed April 19, 2013 and incorporated herein by reference).+ 2.4 Stock Purchase Agreement dated as of February 13, 2013, between Anheuser-Busch InBev SA/NV and Constellation Brands, Inc. (filed as Exhibit 2.2 to the Companys Amendment No. 1 to Current Report on Form 8-K/A dated February 13, 2013, filed February 25, 2013 and incorporated herein by reference).+ 2.5 First Amendment dated as of April 19, 2013, to the Stock Purchase Agreement dated as of February 13, 2013, between Anheuser-Busch InBev SA/NV and Constellation Brands, Inc. (filed as Exhibit 2.2 to the Companys Current Report on Form 8-K dated April 19, 2013, filed April 19, 2013 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 Amended and Restated By-Laws of the Company, amended as of October 4, 2016 (filed as Exhibit 3.3 to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2016 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 (filed as Exhibit 4.1.1 to the Companys Current Report on Form 8-K dated April17, 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 Imports LLC, and Manufacturers and Traders Trust Company, as Trustee (filed as Exhibit 4.4 to the Companys Current Report on Form 8-K dated June7, 2013, filed June 11, 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 November3, 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 November3, 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 herein 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 Restatement Agreement, dated as of October 13, 2016, by and among the Company, CIH International S. r.l., CIH Holdings S. r.l., CB International Finance S. r.l., CI Cerveza S. r.l., the Guarantors, Bank of America, N.A., as administrative agent, and the Lenders thereto, including the Fifth Amended and Restated Credit Agreement dated as of October 13, 2016, by and among the Company, CIH International S. r.l., CIH Holdings S. r.l., CB International Finance 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 October 13, 2016, filed October 18, 2016 and incorporated herein by reference). 4.16 Restatement Agreement dated as of July 14, 2017, by and among the Company, CIH International S. r.l., CIH Holdings S. r.l., CB International Finance S. r.l., Bank of America, N.A., as administrative agent, and the Lenders thereto, including the Sixth Amended and Restated Credit Agreement dated as of July 14, 2017, by and among the Company, CIH International S. r.l., CB International Finance 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 July 14, 2017, filed July 19, 2017 and incorporated herein by reference). 10.1 Amended and Restated Guarantee Agreement, dated as of June7, 2013, made by the subsidiaries of the Company 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 Exhibit 10.4 to the Companys Current Report on Form 8-K dated June7, 2013, filed June 11, 2013 and incorporated herein by reference). 10.2 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 Exhibit 10.1 to the Companys Current Report on Form 8-K dated July 14, 2017, filed July 19, 2017 and incorporated herein by reference). 10.3 Amended and Restated Cross-Guarantee Agreement, dated as of October 13, 2016, by and among CIH International S. r.l., CIH Holdings S. r.l., CB International Finance S. r.l., and Bank of America, N.A., as administrative agent (filed as Exhibit 10.1 to the Companys Current Report on Form 8-K dated October 13, 2016, filed October 18, 2016 and incorporated herein by reference). 10.4 Amended and Restated Cross-Guarantee Agreement, dated as of July 14, 2017, made by CIH International S. r.l. and CB International Finance S. r.l., in favor of Bank of America, N.A., as administrative agent (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated July 14, 2017, filed July 19, 2017 and incorporated herein by reference). 10.5 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).* 10.6 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 July 18, 2017, filed July 20, 2017 and incorporated herein by reference).* 10.7 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 July 18, 2017, filed July 20, 2017 and incorporated herein by reference).* 10.8 Constellation Brands, Inc. Long-Term Stock Incentive Plan, amended and restated as of July 18, 2017 (filed as Exhibit 10.4 to the Companys Current Report on Form 8-K dated July 18, 2017, filed July 20, 2017 and incorporated herein by reference).* 12.1 Statements re computation of ratios (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 Stipulation and Order dated April 19, 2013, among Constellation Brands, Inc., Anheuser-Busch Inbev SA/NV, Grupo Modelo, S.A.B. de C.V., and the Antitrust Division of the United States Department of Justice (filed as Exhibit 99.1 to the Companys Current Report on Form 8-K dated April 19, 2013, filed April 19, 2013 and incorporated herein by reference). 99.2 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).