CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION: The following information sets forth the condensed consolidating balance sheets as of August 31, 2016 , and February 29, 2016 , the condensed consolidating statements of comprehensive income for the six months and three months ended August 31, 2016 , and August 31, 2015 , and the condensed consolidating statements of cash flows for the six months ended August 31, 2016 , and August 31, 2015 , for the parent company, our combined subsidiaries which guarantee our senior notes (“Subsidiary Guarantors”), our combined subsidiaries which are not Subsidiary Guarantors (primarily foreign subsidiaries) (“Subsidiary Nonguarantors”) and the Company. The Subsidiary Guarantors are 100% owned, directly or indirectly, by the parent company and the guarantees are joint and several obligations of each of the Subsidiary Guarantors. The guarantees are full and unconditional, as those terms are used in Rule 3-10 of Regulation S-X, except that a Subsidiary Guarantor can be automatically released and relieved of its obligations under certain customary circumstances contained in the indentures governing our senior notes. These customary circumstances include, so long as other applicable provisions of the indentures are adhered to, the termination or release of a Subsidiary Guarantor’s guarantee of other indebtedness or upon the legal defeasance or covenant defeasance or satisfaction and discharge of our senior notes. Separate financial information for our Subsidiary Guarantors is not presented because we have determined that such financial information would not be material to investors. The accounting policies of the parent company, the Subsidiary Guarantors and the Subsidiary Nonguarantors are the same as those described for the Company in Note 1 of our consolidated financial statements included in our 2016 Annual Report. There are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to us in the form of cash dividends, loans or advances. Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Balance Sheet at August 31, 2016 Current assets: Cash and cash equivalents $ 25.9 $ 8.0 $ 143.4 $ — $ 177.3 Accounts receivable 0.3 21.3 809.5 — 831.1 Inventories 162.3 1,386.0 423.3 (116.4 ) 1,855.2 Intercompany receivable 19,941.0 26,759.5 10,573.3 (57,273.8 ) — Prepaid expenses and other 39.9 49.4 269.0 (52.1 ) 306.2 Total current assets 20,169.4 28,224.2 12,218.5 (57,442.3 ) 3,169.8 Property, plant and equipment 68.3 908.0 2,655.8 — 3,632.1 Investments in subsidiaries 13,000.9 22.3 — (13,023.2 ) — Goodwill — 6,580.7 776.1 — 7,356.8 Intangible assets — 1,004.7 2,436.8 — 3,441.5 Intercompany notes receivable 4,941.9 198.1 163.0 (5,303.0 ) — Other assets 18.0 73.2 26.0 — 117.2 Total assets $ 38,198.5 $ 37,011.2 $ 18,276.2 $ (75,768.5 ) $ 17,717.4 Current liabilities: Notes payable to banks $ — $ — $ 114.3 $ — $ 114.3 Current maturities of long-term debt 769.3 16.7 107.1 — 893.1 Accounts payable 38.9 210.7 374.9 — 624.5 Accrued excise taxes 19.3 11.5 5.1 — 35.9 Intercompany payable 25,012.7 21,426.3 10,834.8 (57,273.8 ) — Other accrued expenses and liabilities 268.6 207.9 143.9 (88.6 ) 531.8 Total current liabilities 26,108.8 21,873.1 11,580.1 (57,362.4 ) 2,199.6 Long-term debt, less current maturities 4,695.2 24.9 2,301.5 — 7,021.6 Deferred income taxes 17.2 792.8 354.1 — 1,164.1 Intercompany notes payable 163.1 5,121.6 18.3 (5,303.0 ) — Other liabilities 31.8 31.4 94.8 — 158.0 Total liabilities 31,016.1 27,843.8 14,348.8 (62,665.4 ) 10,543.3 Total CBI stockholders’ equity 7,182.4 9,167.4 3,935.7 (13,103.1 ) 7,182.4 Noncontrolling interests — — (8.3 ) — (8.3 ) Total stockholders’ equity 7,182.4 9,167.4 3,927.4 (13,103.1 ) 7,174.1 Total liabilities and stockholders’ equity $ 38,198.5 $ 37,011.2 $ 18,276.2 $ (75,768.5 ) $ 17,717.4 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Balance Sheet at February 29, 2016 Current assets: Cash and cash equivalents $ 6.0 $ 4.2 $ 72.9 $ — $ 83.1 Accounts receivable 0.4 22.3 709.8 — 732.5 Inventories 151.6 1,483.5 344.0 (127.5 ) 1,851.6 Intercompany receivable 17,459.3 23,758.9 9,393.5 (50,611.7 ) — Prepaid expenses and other 29.6 67.8 281.1 (68.1 ) 310.4 Total current assets 17,646.9 25,336.7 10,801.3 (50,807.3 ) 2,977.6 Property, plant and equipment 63.2 879.8 2,390.4 — 3,333.4 Investments in subsidiaries 13,047.2 19.0 — (13,066.2 ) — Goodwill — 6,376.4 762.2 — 7,138.6 Intangible assets — 970.9 2,430.8 2.1 3,403.8 Intercompany notes receivable 4,705.9 86.6 — (4,792.5 ) — Other assets 20.0 69.6 22.0 — 111.6 Total assets $ 35,483.2 $ 33,739.0 $ 16,406.7 $ (68,663.9 ) $ 16,965.0 Current liabilities: Notes payable to banks $ — $ — $ 408.3 $ — $ 408.3 Current maturities of long-term debt 765.6 18.0 73.1 — 856.7 Accounts payable 37.7 100.7 290.9 — 429.3 Accrued excise taxes 14.7 14.7 4.2 — 33.6 Intercompany payable 22,293.3 19,018.6 9,299.8 (50,611.7 ) — Other accrued expenses and liabilities 349.1 185.1 119.4 (109.2 ) 544.4 Total current liabilities 23,460.4 19,337.1 10,195.7 (50,720.9 ) 2,272.3 Long-term debt, less current maturities 5,421.4 26.3 1,368.5 — 6,816.2 Deferred income taxes 11.9 734.8 275.5 — 1,022.2 Intercompany notes payable — 4,776.6 15.9 (4,792.5 ) — Other liabilities 29.9 39.1 93.5 — 162.5 Total liabilities 28,923.6 24,913.9 11,949.1 (55,513.4 ) 10,273.2 Total CBI stockholders’ equity 6,559.6 8,825.1 4,325.4 (13,150.5 ) 6,559.6 Noncontrolling interests — — 132.2 — 132.2 Total stockholders’ equity 6,559.6 8,825.1 4,457.6 (13,150.5 ) 6,691.8 Total liabilities and stockholders’ equity $ 35,483.2 $ 33,739.0 $ 16,406.7 $ (68,663.9 ) $ 16,965.0 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended August 31, 2016 Sales $ 1,335.4 $ 3,498.0 $ 1,788.8 $ (2,346.4 ) $ 4,275.8 Less – excise taxes (170.1 ) (180.4 ) (32.3 ) — (382.8 ) Net sales 1,165.3 3,317.6 1,756.5 (2,346.4 ) 3,893.0 Cost of product sold (950.5 ) (2,400.8 ) (1,023.8 ) 2,332.4 (2,042.7 ) Gross profit 214.8 916.8 732.7 (14.0 ) 1,850.3 Selling, general and administrative expenses (200.7 ) (396.2 ) (111.6 ) 21.8 (686.7 ) Operating income 14.1 520.6 621.1 7.8 1,163.6 Equity in earnings of equity method investees and subsidiaries 776.6 3.6 0.4 (779.9 ) 0.7 Interest income 0.4 — 0.6 — 1.0 Intercompany interest income 114.7 149.2 0.1 (264.0 ) — Interest expense (151.1 ) (0.8 ) (27.8 ) — (179.7 ) Intercompany interest expense (149.0 ) (114.6 ) (0.4 ) 264.0 — Income before income taxes 605.7 558.0 594.0 (772.1 ) 985.6 (Provision for) benefit from income taxes 71.5 (217.4 ) (163.2 ) (4.2 ) (313.3 ) Net income 677.2 340.6 430.8 (776.3 ) 672.3 Net loss attributable to noncontrolling interests — — 4.9 — 4.9 Net income attributable to CBI $ 677.2 $ 340.6 $ 435.7 $ (776.3 ) $ 677.2 Comprehensive income attributable to CBI $ 686.6 $ 342.3 $ 441.7 $ (784.0 ) $ 686.6 Condensed Consolidating Statement of Comprehensive Income for the Six Months Ended August 31, 2015 Sales $ 1,183.6 $ 2,922.4 $ 1,618.0 $ (2,013.1 ) $ 3,710.9 Less – excise taxes (159.7 ) (154.8 ) (31.7 ) — (346.2 ) Net sales 1,023.9 2,767.6 1,586.3 (2,013.1 ) 3,364.7 Cost of product sold (828.5 ) (2,079.6 ) (952.1 ) 2,008.2 (1,852.0 ) Gross profit 195.4 688.0 634.2 (4.9 ) 1,512.7 Selling, general and administrative expenses (199.6 ) (351.3 ) (62.2 ) 7.1 (606.0 ) Operating income (loss) (4.2 ) 336.7 572.0 2.2 906.7 Equity in earnings of equity method investees and subsidiaries 626.3 3.7 0.4 (629.2 ) 1.2 Interest income 0.1 — 0.3 — 0.4 Intercompany interest income 92.0 130.3 — (222.3 ) — Interest expense (140.8 ) (0.6 ) (13.8 ) — (155.2 ) Intercompany interest expense (130.0 ) (91.9 ) (0.4 ) 222.3 — Loss on write-off of debt issuance costs (0.4 ) — (0.7 ) — (1.1 ) Income before income taxes 443.0 378.2 557.8 (627.0 ) 752.0 (Provision for) benefit from income taxes 98.0 (147.9 ) (156.8 ) (1.0 ) (207.7 ) Net income 541.0 230.3 401.0 (628.0 ) 544.3 Net income attributable to noncontrolling interests — — (3.3 ) — (3.3 ) Net income attributable to CBI $ 541.0 $ 230.3 $ 397.7 $ (628.0 ) $ 541.0 Comprehensive income attributable to CBI $ 301.7 $ 230.1 $ 155.8 $ (385.9 ) $ 301.7 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended August 31, 2016 Sales $ 711.7 $ 1,811.2 $ 822.7 $ (1,122.8 ) $ 2,222.8 Less – excise taxes (92.1 ) (93.5 ) (16.0 ) — (201.6 ) Net sales 619.6 1,717.7 806.7 (1,122.8 ) 2,021.2 Cost of product sold (499.1 ) (1,249.3 ) (459.0 ) 1,155.2 (1,052.2 ) Gross profit 120.5 468.4 347.7 32.4 969.0 Selling, general and administrative expenses (109.4 ) (203.1 ) (56.4 ) 10.8 (358.1 ) Operating income 11.1 265.3 291.3 43.2 610.9 Equity in earnings of equity method investees and subsidiaries 407.7 1.3 0.4 (409.4 ) — Interest income 0.3 — 0.3 — 0.6 Intercompany interest income 57.3 75.9 0.1 (133.3 ) — Interest expense (76.8 ) (0.4 ) (17.5 ) — (94.7 ) Intercompany interest expense (75.9 ) (57.2 ) (0.2 ) 133.3 — Income before income taxes 323.7 284.9 274.4 (366.2 ) 516.8 (Provision for) benefit from income taxes 35.2 (111.5 ) (71.7 ) (15.6 ) (163.6 ) Net income 358.9 173.4 202.7 (381.8 ) 353.2 Net loss attributable to noncontrolling interests — — 5.7 — 5.7 Net income attributable to CBI $ 358.9 $ 173.4 $ 208.4 $ (381.8 ) $ 358.9 Comprehensive income attributable to CBI $ 372.3 $ 173.6 $ 220.2 $ (393.8 ) $ 372.3 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended August 31, 2015 Sales $ 625.0 $ 1,497.5 $ 792.8 $ (1,002.4 ) $ 1,912.9 Less – excise taxes (83.5 ) (79.7 ) (16.3 ) — (179.5 ) Net sales 541.5 1,417.8 776.5 (1,002.4 ) 1,733.4 Cost of product sold (437.7 ) (1,076.0 ) (466.0 ) 1,021.9 (957.8 ) Gross profit 103.8 341.8 310.5 19.5 775.6 Selling, general and administrative expenses (96.8 ) (174.1 ) (28.7 ) 3.4 (296.2 ) Operating income 7.0 167.7 281.8 22.9 479.4 Equity in earnings of equity method investees and subsidiaries 322.1 1.5 0.2 (323.6 ) 0.2 Interest income — — 0.1 — 0.1 Intercompany interest income 46.2 66.4 — (112.6 ) — Interest expense (71.5 ) (0.3 ) (5.6 ) — (77.4 ) Intercompany interest expense (66.4 ) (46.0 ) (0.2 ) 112.6 — Loss on write-off of debt issuance costs (0.4 ) — (0.7 ) — (1.1 ) Income before income taxes 237.0 189.3 275.6 (300.7 ) 401.2 (Provision for) benefit from income taxes 65.4 (74.8 ) (80.1 ) (7.6 ) (97.1 ) Net income 302.4 114.5 195.5 (308.3 ) 304.1 Net income attributable to noncontrolling interests — — (1.7 ) — (1.7 ) Net income attributable to CBI $ 302.4 $ 114.5 $ 193.8 $ (308.3 ) $ 302.4 Comprehensive income attributable to CBI $ 117.0 $ 115.0 $ 6.2 $ (121.2 ) $ 117.0 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Cash Flows for the Six Months Ended August 31, 2016 Net cash provided by operating activities $ 157.8 $ 563.3 $ 815.8 $ (492.0 ) $ 1,044.9 Cash flows from investing activities: Purchases of property, plant and equipment (5.6 ) (73.3 ) (289.7 ) — (368.6 ) Purchase of business — (284.9 ) — — (284.9 ) Net proceeds from (repayments of) intercompany notes (39.0 ) 5.0 — 34.0 — Net returns of capital from equity affiliates 335.4 — — (335.4 ) — Other investing activities 0.2 (0.1 ) (0.2 ) — (0.1 ) Net cash provided by (used in) investing activities 291.0 (353.3 ) (289.9 ) (301.4 ) (653.6 ) Cash flows from financing activities: Dividends paid to parent company — — (831.7 ) 831.7 — Net contributions from (returns of capital to) equity affiliates (0.4 ) 4.7 — (4.3 ) — Net proceeds from (repayments of) intercompany notes 334.6 (138.4 ) (162.2 ) (34.0 ) — Principal payments of long-term debt (733.0 ) (10.9 ) (98.5 ) — (842.4 ) Net repayments of notes payable — — (295.8 ) — (295.8 ) Dividends paid (158.8 ) — — — (158.8 ) Payments of minimum tax withholdings on stock-based payment awards — (61.6 ) (3.1 ) — (64.7 ) Purchases of treasury stock (5.5 ) — — — (5.5 ) Payments of debt issuance costs — — (4.6 ) — (4.6 ) Proceeds from issuance of long-term debt — — 940.6 — 940.6 Excess tax benefits from stock-based payment awards 100.9 — — — 100.9 Proceeds from shares issued under equity compensation plans 33.3 — — — 33.3 Net cash used in financing activities (428.9 ) (206.2 ) (455.3 ) 793.4 (297.0 ) Effect of exchange rate changes on cash and cash equivalents — — (0.1 ) — (0.1 ) Net increase in cash and cash equivalents 19.9 3.8 70.5 — 94.2 Cash and cash equivalents, beginning of period 6.0 4.2 72.9 — 83.1 Cash and cash equivalents, end of period $ 25.9 $ 8.0 $ 143.4 $ — $ 177.3 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Cash Flows for the Six Months Ended August 31, 2015 Net cash provided by (used in) operating activities $ (239.4 ) $ 495.1 $ 547.4 $ — $ 803.1 Cash flows from investing activities: Purchases of property, plant and equipment (5.4 ) (19.5 ) (269.9 ) — (294.8 ) Purchase of business — (316.2 ) (1.7 ) — (317.9 ) Net proceeds from intercompany notes 139.4 — — (139.4 ) — Net investments in equity affiliates (260.6 ) — — 260.6 — Other investing activities 2.0 — 1.7 — 3.7 Net cash used in investing activities (124.6 ) (335.7 ) (269.9 ) 121.2 (609.0 ) Cash flows from financing activities: Net contributions from (returns of capital to) equity affiliates — (10.5 ) 271.1 (260.6 ) — Net proceeds from (repayments of) intercompany notes 308.4 (103.6 ) (344.2 ) 139.4 — Principal payments of long-term debt (31.5 ) (9.5 ) (68.3 ) — (109.3 ) Net repayments of notes payable — — (18.5 ) — (18.5 ) Dividends paid (119.8 ) — — — (119.8 ) Payments of minimum tax withholdings on stock-based payment awards — (35.7 ) (2.7 ) — (38.4 ) Payments of debt issuance costs (7.6 ) — — — (7.6 ) Proceeds from issuance of long-term debt 200.0 — — — 200.0 Excess tax benefits from stock-based payment awards 89.7 — — — 89.7 Proceeds from shares issued under equity compensation plans 33.2 — — — 33.2 Net cash provided by (used in) financing activities 472.4 (159.3 ) (162.6 ) (121.2 ) 29.3 Effect of exchange rate changes on cash and cash equivalents — — (3.8 ) — (3.8 ) Net increase in cash and cash equivalents 108.4 0.1 111.1 — 219.6 Cash and cash equivalents, beginning of period 24.5 0.7 84.9 — 110.1 Cash and cash equivalents, end of period $ 132.9 $ 0.8 $ 196.0 $ — $ 329.7 |