CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION: The following information sets forth the condensed consolidating balance sheets as of May 31, 2017 , and February 28, 2017 , the condensed consolidating statements of comprehensive income for the three months ended May 31, 2017 , and May 31, 2016 , and the condensed consolidating statements of cash flows for the three months ended May 31, 2017 , and May 31, 2016 , 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 2017 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 May 31, 2017 Current assets: Cash and cash equivalents $ 32.6 $ 6.9 $ 159.6 $ — $ 199.1 Accounts receivable 1.7 10.1 820.2 — 832.0 Inventories 170.8 1,578.4 371.2 (183.5 ) 1,936.9 Intercompany receivable 22,818.1 29,965.6 13,180.2 (65,963.9 ) — Prepaid expenses and other 90.6 66.8 247.7 (12.6 ) 392.5 Total current assets 23,113.8 31,627.8 14,778.9 (66,160.0 ) 3,360.5 Property, plant and equipment 70.1 942.8 3,174.0 — 4,186.9 Investments in subsidiaries 14,483.5 126.2 — (14,609.7 ) — Goodwill — 6,587.8 1,384.5 — 7,972.3 Intangible assets — 866.9 2,422.8 — 3,289.7 Intercompany notes receivable 5,129.9 — 101.1 (5,231.0 ) — Other assets 17.8 77.2 55.0 — 150.0 Total assets $ 42,815.1 $ 40,228.7 $ 21,916.3 $ (86,000.7 ) $ 18,959.4 Current liabilities: Notes payable to banks $ 485.0 $ — $ 503.1 $ — $ 988.1 Current maturities of long-term debt 4.5 15.1 126.6 — 146.2 Accounts payable 35.7 157.7 365.4 — 558.8 Intercompany payable 29,013.0 23,973.0 12,977.9 (65,963.9 ) — Other accrued expenses and liabilities 201.8 219.4 109.1 (41.0 ) 489.3 Total current liabilities 29,740.0 24,365.2 14,082.1 (66,004.9 ) 2,182.4 Long-term debt, less current maturities 5,638.1 19.3 2,419.8 — 8,077.2 Deferred income taxes 13.6 814.1 307.8 — 1,135.5 Intercompany notes payable — 5,201.3 29.7 (5,231.0 ) — Other liabilities 33.7 21.2 111.6 — 166.5 Total liabilities 35,425.4 30,421.1 16,951.0 (71,235.9 ) 11,561.6 Total CBI stockholders’ equity 7,389.7 9,807.6 4,957.2 (14,764.8 ) 7,389.7 Noncontrolling interests — — 8.1 — 8.1 Total stockholders’ equity 7,389.7 9,807.6 4,965.3 (14,764.8 ) 7,397.8 Total liabilities and stockholders’ equity $ 42,815.1 $ 40,228.7 $ 21,916.3 $ (86,000.7 ) $ 18,959.4 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Balance Sheet at February 28, 2017 Current assets: Cash and cash equivalents $ 9.6 $ 5.8 $ 162.0 $ — $ 177.4 Accounts receivable 2.4 18.5 716.1 — 737.0 Inventories 162.3 1,628.5 330.9 (166.6 ) 1,955.1 Intercompany receivable 21,927.8 28,384.7 12,410.6 (62,723.1 ) — Prepaid expenses and other 40.4 74.8 169.0 76.3 360.5 Total current assets 22,142.5 30,112.3 13,788.6 (62,813.4 ) 3,230.0 Property, plant and equipment 69.5 951.1 2,912.2 — 3,932.8 Investments in subsidiaries 13,884.2 125.0 — (14,009.2 ) — Goodwill — 6,589.9 1,330.6 — 7,920.5 Intangible assets — 955.1 2,422.6 — 3,377.7 Intercompany notes receivable 5,074.5 188.3 100.6 (5,363.4 ) — Other assets 17.9 77.2 46.3 — 141.4 Total assets $ 41,188.6 $ 38,998.9 $ 20,600.9 $ (82,186.0 ) $ 18,602.4 Current liabilities: Notes payable to banks $ 231.0 $ — $ 375.5 $ — $ 606.5 Current maturities of long-term debt 767.9 16.3 126.7 — 910.9 Accounts payable 47.6 146.2 366.0 — 559.8 Intercompany payable 27,675.4 22,786.3 12,261.4 (62,723.1 ) — Other accrued expenses and liabilities 270.2 164.8 153.8 31.6 620.4 Total current liabilities 28,992.1 23,113.6 13,283.4 (62,691.5 ) 2,697.6 Long-term debt, less current maturities 5,260.2 23.0 2,437.5 — 7,720.7 Deferred income taxes 13.3 823.2 297.1 — 1,133.6 Intercompany notes payable — 5,334.0 29.4 (5,363.4 ) — Other liabilities 31.8 18.9 115.0 — 165.7 Total liabilities 34,297.4 29,312.7 16,162.4 (68,054.9 ) 11,717.6 Total CBI stockholders’ equity 6,891.2 9,686.2 4,444.9 (14,131.1 ) 6,891.2 Noncontrolling interests — — (6.4 ) — (6.4 ) Total stockholders’ equity 6,891.2 9,686.2 4,438.5 (14,131.1 ) 6,884.8 Total liabilities and stockholders’ equity $ 41,188.6 $ 38,998.9 $ 20,600.9 $ (82,186.0 ) $ 18,602.4 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2017 Sales $ 698.8 $ 1,794.2 $ 868.5 $ (1,246.2 ) $ 2,115.3 Less – excise taxes (83.7 ) (93.4 ) (2.7 ) — (179.8 ) Net sales 615.1 1,700.8 865.8 (1,246.2 ) 1,935.5 Cost of product sold (477.2 ) (1,232.0 ) (452.9 ) 1,221.9 (940.2 ) Gross profit 137.9 468.8 412.9 (24.3 ) 995.3 Selling, general and administrative expenses (104.9 ) (303.3 ) (27.9 ) 8.9 (427.2 ) Operating income 33.0 165.5 385.0 (15.4 ) 568.1 Equity in earnings of equity method investees and subsidiaries 433.5 1.1 0.5 (434.7 ) 0.4 Interest income — — 0.1 — 0.1 Intercompany interest income 57.9 93.3 0.8 (152.0 ) — Interest expense (65.2 ) (0.3 ) (17.0 ) — (82.5 ) Intercompany interest expense (93.3 ) (58.1 ) (0.6 ) 152.0 — Loss on write-off of debt issuance costs (6.7 ) — — — (6.7 ) Income before income taxes 359.2 201.5 368.8 (450.1 ) 479.4 (Provision for) benefit from income taxes 43.6 (65.5 ) (36.0 ) (16.2 ) (74.1 ) Net income 402.8 136.0 332.8 (466.3 ) 405.3 Net income attributable to noncontrolling interests — — (2.5 ) — (2.5 ) Net income attributable to CBI $ 402.8 $ 136.0 $ 330.3 $ (466.3 ) $ 402.8 Comprehensive income attributable to CBI $ 590.3 $ 135.3 $ 520.2 $ (655.5 ) $ 590.3 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended May 31, 2016 Sales $ 623.7 $ 1,686.8 $ 966.1 $ (1,223.6 ) $ 2,053.0 Less – excise taxes (78.0 ) (86.9 ) (16.3 ) — (181.2 ) Net sales 545.7 1,599.9 949.8 (1,223.6 ) 1,871.8 Cost of product sold (451.4 ) (1,151.5 ) (564.8 ) 1,177.2 (990.5 ) Gross profit 94.3 448.4 385.0 (46.4 ) 881.3 Selling, general and administrative expenses (91.3 ) (193.1 ) (55.2 ) 11.0 (328.6 ) Operating income 3.0 255.3 329.8 (35.4 ) 552.7 Equity in earnings of equity method investees and subsidiaries 368.9 2.3 — (370.5 ) 0.7 Interest income 0.1 — 0.3 — 0.4 Intercompany interest income 57.4 73.3 — (130.7 ) — Interest expense (74.3 ) (0.4 ) (10.3 ) — (85.0 ) Intercompany interest expense (73.1 ) (57.4 ) (0.2 ) 130.7 — Income before income taxes 282.0 273.1 319.6 (405.9 ) 468.8 (Provision for) benefit from income taxes 36.3 (105.9 ) (91.5 ) 11.4 (149.7 ) Net income 318.3 167.2 228.1 (394.5 ) 319.1 Net income attributable to noncontrolling interests — — (0.8 ) — (0.8 ) Net income attributable to CBI $ 318.3 $ 167.2 $ 227.3 $ (394.5 ) $ 318.3 Comprehensive income attributable to CBI $ 314.3 $ 168.7 $ 221.5 $ (390.2 ) $ 314.3 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Cash Flows for the Three Months Ended May 31, 2017 Net cash provided by (used in) operating activities $ (161.0 ) $ 451.6 $ 91.0 $ — $ 381.6 Cash flows from investing activities: Purchases of property, plant and equipment (4.8 ) (25.6 ) (186.7 ) — (217.1 ) Payments related to sale of business — — (5.0 ) — (5.0 ) Net proceeds from intercompany notes 419.3 0.9 — (420.2 ) — Net investments in equity affiliates (5.8 ) — — 5.8 — Other investing activities — — 0.8 — 0.8 Net cash provided by (used in) investing activities 408.7 (24.7 ) (190.9 ) (414.4 ) (221.3 ) Cash flows from financing activities: Dividends paid to parent company — — (8.0 ) 8.0 — Net contributions from equity affiliates — 13.6 0.2 (13.8 ) — Net repayments of intercompany notes (1.7 ) (413.1 ) (5.4 ) 420.2 — Principal payments of long-term debt (1,876.8 ) (4.9 ) (31.7 ) — (1,913.4 ) Dividends paid (100.5 ) — — — (100.5 ) Payments of minimum tax withholdings on stock-based payment awards — (21.4 ) (0.9 ) — (22.3 ) Payments of debt issuance costs (11.8 ) — — — (11.8 ) Proceeds from issuance of long-term debt 1,495.5 — 13.0 — 1,508.5 Net proceeds from notes payable 254.0 — 127.3 — 381.3 Proceeds from shares issued under equity compensation plans 16.6 — — — 16.6 Net cash provided by (used in) financing activities (224.7 ) (425.8 ) 94.5 414.4 (141.6 ) Effect of exchange rate changes on cash and cash equivalents — — 3.0 — 3.0 Net increase (decrease) in cash and cash equivalents 23.0 1.1 (2.4 ) — 21.7 Cash and cash equivalents, beginning of period 9.6 5.8 162.0 — 177.4 Cash and cash equivalents, end of period $ 32.6 $ 6.9 $ 159.6 $ — $ 199.1 Parent Company Subsidiary Guarantors Subsidiary Nonguarantors Eliminations Consolidated (in millions) Condensed Consolidating Statement of Cash Flows for the Three Months Ended May 31, 2016 Net cash provided by (used in) operating activities $ (221.8 ) $ 1.0 $ 566.7 $ — $ 345.9 Cash flows from investing activities: Purchases of property, plant and equipment (4.1 ) (27.5 ) (137.8 ) — (169.4 ) Purchase of business — (284.9 ) — — (284.9 ) Net repayments of intercompany notes (377.2 ) (0.1 ) — 377.3 — Net returns of capital from equity affiliates 354.8 — — (354.8 ) — Other investing activities 0.1 — 0.3 — 0.4 Net cash used in investing activities (26.4 ) (312.5 ) (137.5 ) 22.5 (453.9 ) Cash flows from financing activities: Dividends paid to parent company — — (357.0 ) 357.0 — Net contributions from equity affiliates — 0.1 2.1 (2.2 ) — Net proceeds from (repayments of) intercompany notes 275.5 362.6 (260.8 ) (377.3 ) — Principal payments of long-term debt (16.5 ) (6.0 ) (71.7 ) — (94.2 ) Dividends paid (79.3 ) — — — (79.3 ) Payments of minimum tax withholdings on stock-based payment awards — (42.5 ) (3.0 ) — (45.5 ) Payments of debt issuance costs — — (3.2 ) — (3.2 ) Proceeds from issuance of long-term debt — — 709.5 — 709.5 Net repayments of notes payable — — (379.1 ) — (379.1 ) Proceeds from shares issued under equity compensation plans 15.9 — — — 15.9 Excess tax benefits from stock-based payment awards 68.8 — — — 68.8 Purchases of treasury stock (1.0 ) — — — (1.0 ) Net cash provided by (used in) financing activities 263.4 314.2 (363.2 ) (22.5 ) 191.9 Effect of exchange rate changes on cash and cash equivalents — — 0.3 — 0.3 Net increase in cash and cash equivalents 15.2 2.7 66.3 — 84.2 Cash and cash equivalents, beginning of period 6.0 4.2 72.9 — 83.1 Cash and cash equivalents, end of period $ 21.2 $ 6.9 $ 139.2 $ — $ 167.3 |