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Constellation Brands Annual Report (Amendment), Year Ended Feb 28, 2010

Filing Date
Filed June 30, 2010
Period End
February 28, 2010
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, 2010. Cited figures are marked; the original filing is the authoritative source.

This Amendment No. 2 to Constellation Brands, Inc.'s Form 10-K for the fiscal year ended February 28, 2010 is limited to Part III and Part IV.

It identifies the registrant's aggregate market value of voting common equity held by non-affiliates as $2,821,351,237a as of the last business day of the second fiscal quarter, and reports 189,389,474 Class A and 23,728,837 Class B shares outstanding as of April 21, 2010. The proxy statement for the Annual Meeting expected on July 22, 2010 is incorporated by reference for Part III. The consolidated financial statements for the fiscal year are stated to have been previously submitted with the original Annual Report, and the financial statements of the 50 percent owned joint ventures Crown Imports LLC and Matthew Clark (Holdings) Limited were previously included under Rule 3-09.

The principal new content is the consolidated financial statements of Ruffino S.r.l. and subsidiary, a 40 percent owned joint venture, for the three years ended December 31, 2009, filed as Exhibit 99.4. Ruffino reported sales of EUR 49,056 thousand in 2009, EUR 55,519 thousand in 2008 and EUR 59,766 thousand in 2007, and a net loss of EUR 2,221 thousand for 2008. Total assets were EUR 140,896 thousand at December 31, 2009, against total liabilities of EUR 96,873 thousand, leaving quotaholders' equity of EUR 44,023 thousand.

Net cash provided by operating activities was EUR 7,276 thousand in 2009. The statements are prepared under Italian Accounting Principles, with a reconciliation to U.S. GAAP in Note 18. The Ruffino statements carry a going-concern discussion.

Ruffino's management plan, submitted to its banks in January 2010, targets halving financial debt by 2014. The financial maneuver includes a 24-month suspension of capital installments, reimbursement of certain medium-term finance in 13 monthly installments starting February 14, 2012, and maintenance of existing short-term credit lines until December 31, 2012. The filing also discloses that M.P.F.

International S.A. may exercise a put option to sell its majority interest through December 31, 2010, and that on May 18, 2010 CB International Finance S.A.R.L. acquired the 9.9%b stake held by World Beverage Company S.A., leaving ownership at 50.1% M.P.F. International S.A. and 49.9% CB International Finance S.A.R.L.

02—Key points

Key Highlights

  1. Registrant's aggregate market value of voting common equity held by non-affiliates was $2,821,351,237 as of the last business day of the second fiscal quarter.
  2. As of April 21, 2010, there were 189,389,474 Class A and 23,728,837 Class B common shares outstanding; no Class 1 shares were outstanding.
  3. Part III information is incorporated by reference from the proxy statement for the Annual Meeting expected to be held July 22, 2010.
  4. Ruffino S.r.l. (40 percent owned joint venture) reported sales of EUR 49,056 thousand in 2009, down from EUR 55,519 thousand in 2008.
  5. Ruffino's total assets were EUR 140,896 thousand and quotaholders' equity was EUR 44,023 thousand at December 31, 2009.
  6. Ruffino's five-year plan targets halving its financial debt by 2014, supported by a proposed 24-month suspension of capital installments and maintenance of short-term credit lines until December 31, 2012.
  7. On May 18, 2010, CB International Finance S.A.R.L. acquired World Beverage Company S.A.'s 9.9% Ruffino stake, and M.P.F. International S.A. holds a put option exercisable through December 31, 2010.

03—Questions

Frequently Asked Questions

  1. What is the purpose of this amended filing?

    The filing is Amendment No. 2 to the Form 10-K. It covers Part III, which is incorporated by reference from the proxy statement, and Part IV, which includes the revised index to exhibits and the Ruffino S.r.l. consolidated financial statements filed under Rule 3-09 of Regulation S-X.

  2. How large is Ruffino S.r.l. and how has its performance changed?

    Ruffino reported sales of EUR 49,056 thousand in 2009, EUR 55,519 thousand in 2008 and EUR 59,766 thousand in 2007. It reported a net loss of EUR 2,221 thousand for 2008. Total assets were EUR 140,896 thousand at December 31, 2009, compared with EUR 145,424 thousand at December 31, 2008.

  3. What financial risks does Ruffino disclose?

    Ruffino's statements are prepared on a going-concern basis that depends on its industrial plan and a financial maneuver with its creditor banks. Its short-term unsecured loans payable were EUR 50,454 thousand at December 31, 2009, and it notes that the continued support of credit institutions is essential to implementing the plan.

  4. What changes in Ruffino's ownership are disclosed?

    M.P.F. International S.A. holds a majority interest and may sell it to CB International Finance S.A.R.L. under a put option exercisable through December 31, 2010. On May 18, 2010, CB International acquired World Beverage Company S.A.'s 9.9% stake, leaving ownership at 50.1% for M.P.F. International and 49.9% for CB International.

04—Continue

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