STZ 10-Q Quarterly Report Nov. 30, 2018 | Alphaminr
CONSTELLATION BRANDS, INC.
ALPHAMINR

STZ 10-Q Quarter ended Nov. 30, 2018

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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 4. Mine Safety DisclosuresItem 6. Exhibits

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 herewith). 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 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 as of 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 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 Restatement Agreement, dated as of August 10, 2018, 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, including the Seventh Amended and Restated Credit Agreement dated as of August 10, 2018, by and among the Company, 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 August 10, 2018, filed August 14, 2018 and incorporated herein by reference). 4.22 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 an 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). 4.23 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). 4.24 Bridge Credit Agreement, dated September 14, 2018, by and among the Company, Bank of America, N.A., as Administrative Agent, and the Lenders party thereto (filed as Exhibit 4.3 to the Companys Current Report on Form 8-K dated September 14, 2018, filed September 19, 2018 and incorporated herein by reference). 4.25 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). 4.26 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). 4.27 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). 4.28 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). 10.1 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). 10.2 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). 10.3 Guarantee Agreement (Bridge 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 Bridge Credit Agreement (filed as Exhibit 10.2 to the Companys Current Report on Form 8-K dated September 14, 2018, filed September 19, 2018 and incorporated herein by reference). 10.4 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).* 10.5 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).* 10.6 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).* 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).