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Constellation Brands Annual Report (Amendment), Year Ended Feb 28, 2009

Filing Date
Filed June 30, 2009
Period End
February 28, 2009
Security
STZ
In the record · 2016–202610-K1110-Q338-K237

STZ filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 237 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jul ’17Jul ’17
  2. Material agreement8-K · Dec ’19Dec ’19
  3. Leadership change8-K · Jan ’22Jan ’22
  4. Leadership change8-K · Oct ’25Oct ’25

01—Abstract

Summary

Summary of the 10-K/A filed June 30, 2009. Cited figures are marked; the original filing is the authoritative source.

This is Amendment No. 2 to Constellation Brands, Inc.'s Annual Report on Form 10-K for the fiscal year ended February 28, 2009.

The filing states that the aggregate market value of voting common equity held by non-affiliates, based on New York Stock Exchange closing prices as of the last business day of the second fiscal quarter, was $3,972,797,456a (about $3.97 billion). As of April 20, 2009, there were 197,253,230 shares of Class A Common Stock and 23,743,494 shares of Class B Common Stock outstanding, and no Class 1 Common Stock. Part III information is incorporated by reference from the proxy statement for the Annual Meeting of Stockholders, expected to be held July 23, 2009.

The amendment's substance is in Part IV. It states that the company's consolidated financial statements for the years ended February 28, 2009, February 29, 2008, and February 28, 2007 were previously submitted with the Annual Report. This amendment adds Rule 3-09 financial statements of the 40 percent owned joint venture Ruffino S.r.l. for the year ended December 31, 2008, and files the related KPMG S.p.A. consent (Exhibit 23.4) and certifications (Exhibits 31.5, 31.6, 32.5, 32.6).

The filing also references prior Rule 3-09 statements for the 50 percent owned joint ventures Crown Imports LLC and Matthew Clark (Holdings) Limited. The exhibit index lists the company's debt and credit instruments, including its Credit Agreement dated June 5, 2006 with JPMorgan Chase Bank, N.A. as Administrative Agent, and several senior note indentures, including 8 1/2%b Senior Notes due 2009, 8 3/8% Senior Notes due 2014, 7.25% Senior Notes due 2016, and 7.25% Senior Notes due May 2017. It also lists compensation plans and executive employment agreements.

02—Key points

Key Highlights

  1. Non-affiliate market value of voting common equity was $3,972,797,456 (about $3.97 billion), measured at the last business day of the second fiscal quarter.
  2. As of April 20, 2009: 197,253,230 Class A and 23,743,494 Class B common shares outstanding; no Class 1 Common Stock outstanding.
  3. This Amendment No. 2 adds Rule 3-09 financial statements of 40 percent owned joint venture Ruffino S.r.l. for the year ended December 31, 2008.
  4. Consolidated financial statements for fiscal years ended February 28, 2009, February 29, 2008, and February 28, 2007 were previously submitted with the original Annual Report.
  5. Joint venture financial statements for Crown Imports LLC (50 percent owned) and Matthew Clark (Holdings) Limited (50 percent owned) were previously included with the Annual Report.
  6. Part III information (executive compensation, governance, and related items) is incorporated by reference from the proxy statement for the Annual Meeting expected July 23, 2009.
  7. Debt and credit instruments listed include a Credit Agreement dated June 5, 2006 with JPMorgan Chase Bank, N.A. as Administrative Agent, and senior notes due 2009, 2014, 2016, and 2017.

03—Questions

Frequently Asked Questions

  1. What does this amendment add to the original Annual Report?

    According to the filing, this Amendment No. 2 includes Rule 3-09 consolidated financial statements of Ruffino S.r.l., a 40 percent owned joint venture, for the year ended December 31, 2008, along with a KPMG S.p.A. consent and updated certifications.

  2. What was the market value of shares held by non-affiliates?

    The filing states the aggregate market value of voting common equity held by non-affiliates, based on the closing prices of Class A and Class B Common Stock on the New York Stock Exchange as of the last business day of the most recently completed second fiscal quarter, was $3,972,797,456, or about $3.97 billion.

  3. How many shares were outstanding and where is executive compensation information?

    As of April 20, 2009, there were 197,253,230 shares of Class A Common Stock and 23,743,494 shares of Class B Common Stock outstanding, with no Class 1 Common Stock. Part III information is incorporated by reference from the proxy statement for the Annual Meeting of Stockholders expected to be held July 23, 2009.

  4. Where are the company's main consolidated financial statements?

    The filing states that the consolidated financial statements for the years ended February 28, 2009, February 29, 2008, and February 28, 2007 were previously submitted with the Annual Report on Form 10-K. This amendment does not restate them.

  5. Which debt instruments and credit facilities are referenced in the exhibit list?

    The exhibit index references a Credit Agreement dated June 5, 2006 among Constellation, its subsidiary guarantors, and lenders, with JPMorgan Chase Bank, N.A. as Administrative Agent. It also references indentures for 8 1/2% Senior Notes due 2009, 8 3/8% Senior Notes due 2014, 7.25% Senior Notes due 2016, and 7.25% Senior Notes due May 2017.

04—Continue

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